|All projects are subject to these Terms & Conditions – Scope of Work & Contract. THIS AGREEMENT is entered into by and between WMIT LLC a Virginia limited liability company, (hereinafter “WMIT” or “WMIT MEDIA” or “Contractor”), and [Client Name Inserts Here], (hereinafter “Client”)
If you place a deposit of any kind, or barter/trade with WMIT LLC you agree to the following terms and conditions.Client engages WMIT LLC as an independent contractor for the specific web design project of developing and/or improving a web site, branding, artwork, hereinafter referred to as “design project” to be installed on the client’s account on an Internet Service Provider (ISP) / Web Presence Provider (WPP) computer, (hereinafter “Hosting Service”) of their choice. Client hereby authorizes WMIT LLC to access this account, and authorizes the Hosting Service to provide WMIT LLC with “full access” to the said account, and any other programs needed for this web design project which are included as part of Client’s service agreement/level. Client also authorizes WMIT LLC to submit the completed web design project to major Web Search Engines of Contractor’s choice and display on WMIT LLC Portfolio.
1. Project Description & Fee Schedule:
Please refer to scope of work document or invoice/statement at the end of this document. (Item #22)
Programming Standards: WMIT LLC will make every effort to design a fully functional web site, this guarantee does not cover AOL, text-based browsers, or any requested special effect that we have advised you against. WMIT LLC programs to the following standards:
- basic validation to prevent common user errors
- simple code for readability
- O.O.P. when necessary or beneficial
- database normalization for large databases
- Accessibility for People with Disabilities
WMIT LLC standard is to meet as many as possible of the currently recommended guidelines for web site development. Without sacrificing quality and design, we try to ensure that the content and functions we build into our web sites are available to all visitors.
WMIT LLC will make every effort to review all components of any job and provide an accurate estimate on the information provided at time of estimate. If the scope and details of any job change, the cost and delivery may also change accordingly. FTP access to any past work for review is required prior to providing any firm estimate on redesign of sites. If site is a new content site, then all content is to be provided prior to locking in the design estimate. If new content is not available at time of estimate, WMIT LLC reserves the right to adjust the estimate after content is received and reviewed. All estimates are good for 30 days from receipt date. If estimate is 30 days or older, the project may need to be reviewed and re-estimated. WMIT LLC hourly rate is $100 per hour unless stated otherwise in scope of work above.
All project estimates and contracted prices include up to one (1) major revision and one (1) minor revision unless otherwise stated.
5. Assignment of web design project:
WMIT LLC reserves the right to assign subcontractors to this web design project to insure that the terms of this agreement are met as well as on-time completion.
6. Copyright and Trademarks:
Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to WMIT LLC for inclusion in the web design project are owned by Client, or that Client has permission from the rightful owner to use each of these elements. Client further agrees to hold harmless, protect and defend WMIT LLC and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
Copyright ownership of work produced by WMIT LLC.:
Client has the right to use the finished produced artwork file for the purpose designed. Source files are not included, source files are tools of WMIT LLC trade to produce products, and they are our intellectual property. Source files may be purchased on a separate contract. Duplication and use of any file other than its intended use by design is in violation of WMIT copyrights. Client agrees to be photographed, video, and sound recordings by WMIT LLC for security and contract purposes. WMIT LLC holds all rights to any and all photo, video and voice recordings of client. All photograph, video and voice recordings will be used in court if a court action is required. To purchase the complete royalty free, unlimited use of any design, a separate contract must be signed. CDs and DVDs may not be duplicated without specific written permission. All design and photography copyrights for future production, mass or single production remain with WMIT LLC.
7. Web Design Project Copyright:
Client acknowledges and agrees that WMIT LLC holds all copyright to the unfinished or finished projects produced, domain names, assets and products of design. Client is assigned rights to use the project as intended, once final payment under this agreement and any additional charges incurred have been paid in full. If client cancels project, regardless of the stage of development, the FULL amount of contract plus additional expenses are due. Rights to photos, graphics, source code, work-up files and computer programs are specifically not transferred to the client, and remain the property of their respective owners. WMIT LLC and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios. All web design projects will contain a copyright legal notice in footer with a link to WMIT LLC web site. There is a separate fee to purchase rights to site, to move site to another server and/or remove the WMIT “Site by” Copyright notice. Removal or change s made to this copyright notice is a violation of WMIT LLC copyrights if not re-installed within 24 hours of notice from WMIT LLC of the violation. Client may also be required to pay additional modification fees for any customization to any open source software or purchased software prior to moving software to another server not owned by WMIT LLC. Source files and working documents are not included unless specifically contracted for.
8. Web Site Maintenance:
WMIT LLC will perform minor web site maintenance to pages over a 7-day period, beginning on the date Client’s web design site has been published to Client’s hosting service or 15 days from the date of the signing of this Agreement was signed, whichever shall first occur. This service by WMIT LLC shall include up to an average of one half hour per regular web site, including updating lines and making minor changes to a sentence or paragraph. WMIT LLC will not updating and/or replacing large portions of the text from a page with new text, major page reconstruction, new pages, guest books, discussion webs, navigation structure changes, correcting attempted updates or Client repairs or web design projects delivered to Client via disc. Major page code and/or database structural changes will be charged at current hourly rates. If Client’s web design package includes database access using Active Server Pages (ASP), then very minor page code changes will be accepted under this maintenance plan.
9. Completion Date:
WMIT LLC and the client shall work together to complete the web design project in a timely manner. WMIT LLC agrees to work expeditiously to complete the web design project no later than 30 working days after the client has submitted all necessary materials needed for WMIT to understand the job and any notes you have on how you would like the site to function. If Client does not supply WMIT LLC with complete text and graphic content for this web design project within 30 days of the date this agreement was signed, the entire amount of the agreement becomes due and payable. If Client still has not submitted all the required contents within 30 days of the signing of this agreement, an additional continuation fee of 15% of the total agreement price will be assessed for each month until the web design project is published or Client cancels the web design project verbally, in writing or via SMS text message or email. The entire contract fees must be paid 100% before any files, and assets will be released.
All communication after the initial creative session by phone, may take place on the web in way of email or message board. Phone communication is considered a billable service after initial phone conversation, and will be deducted from the allotted hours or project price at $100 per hour for your project.
11. Project Delivery:
Hosting services require a separate contract with the WMIT LLC. Client agrees to select a hosting service which allows WMIT LLC full access to the client’s account via FTP. Client will be solely responsible for all hosting service charges.
WMIT LLC does not work with Front Page Extensions. WMIT LLC Service will use FTP and SSH to publish to the site. WMIT LLC hosting service is not included and must be paid for on a separate contract. WMIT LLC only guarantees email will work from our server. Client’s devices are the responsibility of client to set up properly.
13. Electronic Commerce Laws:
Client agrees and understands that Client is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend WMIT LLC and its subcontractors from any claim, suit, penalty, tax or tariff arising from Client’s exercise of Internet electronic commerce.
WMIT LLC assumes no liability, implied or otherwise for Client’s advertising placed, business success or failure. Client assumes all responsibility for the use and functionality of the project.
WMIT LLC does not offer refunds for any reason.
To avoid termination of project and email, pay your invoices on time. Payments are due and payable when invoice is rendered and no later than 3 calendar days. Special offers expire if not paid within 3 days. All invoices are for cash or PayPal payments. All returned or dishonored payments will be assessed a $100.00, and subject to, but not limited to, all costs of collection and interest of 24% per month on face value and penalty fees from date of non-payment dishonor/return. WMIT LLC reserves the right to remove any web design project and email services from the Internet until final payment is made including a $100 reinstatement and/or $100 DVD/thumb flash drive fee regardless of the stage of development finished or not. In case collection proves necessary, the client agrees to pay any and all fees incurred by that process including but not limited to attorney fees, court filing fees and administration fees and interest of 24% per month on balance. Adding of Meta Tags (Description and Keywords) and the submission of the web design project to Web Search engines and updating only occur after the full final payment is made. All payments will be made in cash or through PayPal. Payments may be made through PayPal using firstname.lastname@example.org for the PayPal account. Client/Sender must pay all PayPal fees. WMIT LLC reserves the right to suspend the web site and all email accounts until 100% of contract fees and all asset fees are received, cash or through PayPal.com. Client to pay all costs of payment transaction including but not limited to PayPal and credit card processing fees. If client provides WMIT LLC with their credit card information, number, exp date and security code, address and phone number on card, [client] authorizes WMIT LLC to submit and make charges to said card, for work and services and [client] approves all charges made without dispute. WMIT LLC reserves the right to sell projects that go unpaid, to a third party to recoup losses without recourse from original client. All assets can and will be transferred to new client including domains, without any refund to original client. WMIT LLC does not provide refunds for any reason.
17. Effective Date and Venue:
This Agreement is effective upon the date of signing, supersedes any and all other agreements that may be in place from referring services or otherwise. Client agrees that for purposes of venue, this agreement was entered into in Bedford County, Virginia, and any dispute will be litigated or arbitrated in Bedford County Virginia, or at a venue of WMIT LLC choice.
The laws of the Commonwealth of Virginia shall govern the interpretation, validity and construction of the terms and conditions of this Agreement. The parties to this Agreement mutually agree that it shall be binding upon them and to each of their respective heirs, personal representatives, successors and assigns. The invalidity of any provision of this Agreement shall not affect the validity or enforce ability of any other provisions hereof. The headings of the provisions of this Agreement are for the convenience of the parties and shall not be considered as a material part hereof. Client holds Amy Stark personally harmless in any project.
19. WMIT LLC Design prices:
Please refer to scope of work document, invoice or receipt.
WMIT LLC and Client further acknowledge and agree to the terms and conditions of the Non-disclosure Agreement, attached hereto and made a part by reference hereof.
The parties possess valuable information, technical knowledge, experience and data of a secret and confidential nature relating to the field, all of which are regarded by them as commercial assets of considerable value; and The parties are willing to disclose such information to each other on the condition that the recipient of the information does not disclose the same to any third party nor make use thereof in any manner except as set out below. In consideration of such disclosure to each other, it is agreed by and between the parties hereto as follows:
The receiving party undertakes to treat as strictly confidential and not to divulge to any third party any of the information disclosed by the other and not to make use of any such information without the disclosing party’s prior written consent.
In the event of one party visiting any of the Establishments of the other party, the visiting party undertakes that any information relating to the field which may come to its knowledge as a result of any such visit, inclusive of the form, materials and design of various elements of any relevant plant and equipment which may be seen at such Establishments as well as all the plant as a whole, the methods of operation thereof and the various applications thereof, shall be kept strictly confidential and that any such information will not be divulged to any third party and will not be made use of in any way by the visiting party without the other party’s prior written consent. This NON-Disclosure applies to and for WMIT LLC ONLY. Client MUST provide WMIT LLC with their own SEPARATE NON Disclosure document.
The above undertaking shall not apply to:
- Information which at the time of disclosure is published or otherwise generally available to the public.
- Information which after disclosure by the disclosing party is published or becomes generally available to the public; otherwise than through any act or omission on the part of the receiving party.
- Information which the receiving party can show was in its possession at the time of disclosure and which was not acquired directly from the disclosing party.
- Information rightfully acquired from others who did not obtain it under the pledge of secrecy to the disclosing party.
The parties agree that after five years from the date hereof they shall each be relieved from all obligations under the Agreement and that after such period has expired they will rely on such patents as they may then own for the protection of any information disclosed to each other pursuant to this Agreement.
The terms of this Agreement shall be deemed to apply also to the servants or agents or legally associated entities of the receiving party who shall require their said servants or agents or legally associated entities to observe the foregoing obligations.
Neither the execution of this Agreement, nor the disclosure of any Proprietary Information here-under, shall be construed as granting either expressly or by implication, estoppels or otherwise, any license under any invention or patent now or hereafter owned by or controlled by the parties.
This agreement shall not be construed in any manner to be an obligation to enter into further contract or to reimburse the cost of any effort expended by either party.
During the Term of this contract and thereafter for a period of 99 years, [Client] agrees to take no action which is intended, or would reasonably be expected, to harm WMIT LLC or their reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to WMIT LLC, The Board of Directors, and all its employees or sub-contractors. For purposes of this Section, “disparage” shall mean any negative statements, reviews, comments, or feedback, whether written or oral, about WMIT LLC The Board of Directors, and all its employees or sub-contractors. This will include all written or electronic communication, whether email, text message, use of all social media to include but not limited to Facebook, Twitter, Pinterest, online blogs, chat rooms, Google, Yahoo, Bing, all search engines, Yelp, Linked-In, Angie’s List all social medium platforms, or any other medium, oral, written, or electronically. If [Client} breaches the Non-Disparagement [Client] would be liable for $100,000,000. USD in liquidated damages per instance.
22. SCOPE OF WORK:
Logo design, image and photo preparation, (photos and purchased assets to be provided by client), secure domain names, web site design, set up hosting, stationary setup to include business card, letterhead, envelope. Set up social media accounts, submit to search engines when project is complete. Scope of work is detailed on separate document. No files, domain names, assets, user and passwords will be transferred to [client] until the FULL contract price is paid to WMIT LLC, regardless is project is completed or not. If barters or trades are cancelled, work will be charged at $100 per hour.
23. WITNESS the following signatures and seals:
By Placing a Project with WMIT LLC, and paying any invoice through PayPal, you are stating “I AGREE” when you make your deposit; you are stating you agree to these terms and you have provided your legal signature. Your email, SMS Text messages communication will be held as legal communication and permission to precede under these terms and conditions. Please Note: Project must be paid in full prior to transferring any files, component of this or any project including assets, images, domain names, user-names or passwords. WMIT LLC does not offer or provide refunds.
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