WP E-Signature by Approve Me - Sign Documents Using WordPress -

Web Design Contract

Web Design Agreement

This Website Design Agreement (this "Agreement") is made effective as of October 8, 2024 (the "Effective Date"), by and between (the "Client"), at , and Alto LLC (the "Designer"), of 739 Barley Loop, Jonesborough, TN 37659.

Description of the Services. The Designer will design a website (the "Website") for the Client by providing the design and programming services listed on Schedule A (the "Services"). Any work which is not specified on Schedule A will be considered an additional service and will require a separate agreement and payment from what is included in this agreement. Change requests and website edit requests in excess of the allotted number of hours described in Schedule A will be charged separately at the hourly rate of $78. The parties may at any time modify the scope of the Services by including desired changes in a written "change order" that explains the changes and the adjustment to the payment for the Services that will result from such changes. Such change order shall become effective when signed and dated by both parties.
Design Team. The Designer will use qualified personnel to provide the Services (the "Design Team"). The Designer reserves the right to make changes to the Design Team in its sole discretion. If any changes to the design team are needed, whoever is requesting or making said change shall be responsible for the cost thereof, including orientation time and costs. "
Authorization. The Client is engaging the Designer to develop a website that is to be installed on a server of the Client's choosing upon completion. The Client hereby authorizes the Designer to access this account for the purposes of developing the website to be created.
Term / Scheduling. The Services will be completed in accordance with the schedule set forth on Schedule A. Client acknowledges that the Designer may encounter unforeseen obstacles in completing the project, and any timetables stated herein are estimates only and not to be relied on by the Client. The designer is not liable for any incidental damages due to delays in completion of the project, for whatever reason.
Payments. In consideration for the Services, the Client will pay the Designer $ USD plus any applicable tax in accordance with the payment schedule and terms set forth on Schedule B.
Designer's Ownership Rights and Grant of License. Notwithstanding any other provision of this Agreement, the Services will/may include some programming code that the Designer has previously developed for its own use (the "Designer's Prior Code"). The Designer expressly retains full ownership of such code, including all associated rights to use such code. However, the Designer also grants to the Client and its users a perpetual, non-exclusive license to use the Designer's Prior Code. A copy of a listing of the specific computer files that comprise the Designer's Prior Code will be provided to the Client upon completion of the Services. Any programming that includes the Designer's Prior Code shall include such copyright notices regarding the Designer's Prior Code as the Designer may require.
Copyright. Any of the materials, photos, graphics, etc that the Client provides to the Designer for the Client's website remain the Client's intellectual property and aren’t to be used by the Designer outside of the Client's webpage development without prior written consent. It is understood that the Client owns the copyright, and the Designer may, but need not, include the following copyright notice (or any other notices requested by the Client) to be displayed on each page of the Website that can be viewed by a user: . All rights reserved. Failure to include said notice on any page does not waive the Client's copyright protection and enforcement rights.
Independent Contractor. The Designer is an independent contractor with respect to its relationship to the Client. Neither the Designer nor the Designer's employees are or shall be deemed for any purpose to be employees of the Client. The Client shall not be responsible to the Designer, the Designer's employees, or any governing body for any payroll taxes related to the performance of the Services. The Designer shall not be liable for any actions by the Client or employee or agent of the Client regarding anything related to this project.
Warranty - Client. The Client represents and warrants to the Designer that the Client owns (or has a legal license to use) all photos, text, artwork, graphics, designs, trademarks, and other materials provided by the Client for inclusion in the Website, and that the Client has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership. The Client shall indemnify and hold the Designer harmless from all losses and claims, including attorney's fees and legal expenses, that may result by reason of claims by third parties related to such materials
Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
Limitation of Liability. ALTO LLC MERCHANDISE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED TO THE FULLEST EXTENT POSSIBLE PURSUANT TO THE APPLICABLE LAW. ALTO LLC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, ACCURACY, VALIDIITY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE MATERIALS ON ALTO LLC’S WEBSITES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, DAMAGE TO REPUTATION, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE. THE CLIENT ACKNOWLEDGES AND AGREES THAT ALTO LLC CANNOT GUARANTEE THE RESULTS OR EFFECTIVESNESS OF ANY OF THE SERVICES RENDERED OR TO BE RENDERED.
Indemnity. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs, and expenses, including reasonable attorney's fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.
Assignment. This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such assignment shall be void, with the exception that the Designer may substitute personnel or seek outside involvement if in the Designer's opinion doing so would assist in the completion of the project.
Attorney's Fees. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.
Termination. Either party may terminate this Agreement at any time by providing 30 days' advance written notice. In the event that work is postponed or terminated at the request of the Client, the Designer shall have the right to bill the Client pro rata for work completed through the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of the Client's written notification to stop work. In the event of termination, the Designer shall own all rights to the work. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
Termination on Default. If a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. The party in default shall have 14 business days from the effective date of such notice to cure the default(s). Unless waived by the party providing the notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement, and the Client shall be responsible to pay the Designer for all work done and fees and costs incurred by the Designer.
Taxes. The Client shall pay the amount of any sales, use, excise, or similar taxes applicable to the performance of the Services if any, or, in lieu of such payment, the Client shall provide the Designer with a certificate acceptable to the taxing authorities exempting the Client from payment of such taxes.
Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
Governing Law / Forum. This Agreement shall be construed in accordance with the laws of the State of Tennessee, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in Washington County, in the State of Tennessee, and both parties expressly consent to jurisdiction in such courts.
Complete Contract / Amendment. This Agreement supersedes all prior agreements and understandings between the parties for the performance of the Services and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties.
SIGNATORIES. This Agreement shall be signed by , , on behalf of , and by David Dumdei, Limited Liability Member, on behalf of Alto LLC. This Agreement is effective as of the date first written above.