This WEB SITE DEVELOPMENT AGREEMENT (“Agreement”) is an agreement between Reis Capital LLC (“Company”) and the party set forth in the related order form (“Customer” or “you”) incorporated herein by this reference (together with any subsequent order forms submitted by Customer, the “Order”) and applies to the purchase of all services ordered by Customer on the Order (collectively, the “Services”). The parties understand, acknowledge and agree that this is an online agreement which is being entered into in conjunction with the Order.
The above-named Client (hereinafter referred to as “Client” or “Customer”) is engaging Reis Capital LLC as an independent contractor for the specific purpose of designing a World Wide Web site, herein after referred to as “Web Design Project”, to be published on the Client’s account on an Internet Service Provider (ISP)/Web Presence Provider (WPP) computer, herein after refer to as “Hosting Service”, or provided on diskette at the Client’s option. The Client hereby authorizes Reis Capital LLC to access this account, and authorizes the Hosting Service to provide Reis Capital LLC and its designers or contractors, with “full access” to the Client’s account, and any other programs needed for this Web Design Project that are included as part of the Client’s service agreement/level. The Client also authorizes Reis Capital LLC to submit the completed Web Design Project to major Web Search Engines.
This Web Design Project will be developed using Macromedia® Dreamweaver, or WordPress.
Compatibility– Designing a web site to fully work in multiple browsers (and browser versions) can require considerable, extra effort. It could also involve creating multiple versions of code/pages. Reis Capital LLC represents and warrants that the web site we design for you will work in:
Microsoft® Internet Explorer versions 5 and up
Netscape Navigator/Communicator version 4 and up
Mozilla Firefox version 1.0 and up
While Reis Capital LLC will make reasonable efforts to design a fully-functional web site, Reis Capital LLC’s warranty does not cover AOL, text-based browsers or requested special effects that we have advised you against.
For People with Disabilities– Reis Capital LLC’ standard is to meet at least half 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.
3. Assignment of Web Design Project.
Reis Capital LLC reserves the right, and you hereby agree, to assign subcontractors to this Web Design Project to insure that the terms of this agreement are met as well as on-time completion.
4. Copyrights and Trademarks.
The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Reis Capital LLC for inclusion in the Web Design Project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Reis Capital LLC its employees, and its subcontractors from any liability (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
5. Web Site Maintenance.
This agreement does not allow for web site maintenance to pages unless maintenance agreement is signed. It does not include major page reconstruction, new pages, guestbooks, discussion webs, navigation structure changes, attempted updates by Client repairs or Web Design Projects delivered to Client via diskette, U.S. mail and e-mail. The period begins on the date the Client’s web site is available to be published to the Client’s hosting service. Page code and/or graphics changes and additions will be charged at the $50.00 per hour rate. (Notice: This rate is subject to change at any time.)
6. Completion Date.
Reis Capital LLC and the Client must work together to complete the Web Design Project in a timely manner. We agree to work expeditiously to complete the Web Design Project no later than 30 days after Client has submitted all necessary materials. If the Client does not supply Reis Capital LLC with complete text and graphics content for this Web Design Project within 45 days of the effective date of the order, the entire deposit amount of the agreement shall be retained by Reis Capital LLC as liquidated damages and the contract shall become null and void, at Reis Capital LLC’ option, unless the Web Design Project is canceled in writing by the Client prior to 45 days of the effective date of the agreement.
7. Project Delivery.
The final web site design project will be published to the Client’s hosting service upon receipt of final payment or delivered via diskette upon the receipt of full payment. The Client understands that Reis Capital LLC does not provide any hosting services in connection with this Web Design Project. Hosting services require a separate contract with the hosting service of the Client’s choice. The Client agrees to select a hosting service which allows Reis Capital LLC full access to the Client’s account via FTP (File Transfer Protocol). The Client will be solely responsible for any and all hosting service charges.
If the hosting service has FrontPage®98 extensions installed and the extensions are not configured correctly to support publishing/FrontPage®98 functionality, Reis Capital LLC will not be responsible for problems arising from improperly installed FrontPage®98 Extensions.
There is no charge to publish the site if the hosting service does not have FrontPage®98 extensions installed and Reis Capital LLC must use an FTP.
8. Electronic Commerce Laws.
The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Web Design Project or any other services contemplated herein, and will hold harmless, protect, and defend Reis Capital LLC and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from the Client’s exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.
9. Web Design Project Copyright.
Copyright to the finished web design site produced by Reis Capital LLC will be owned by Reis Capital LLC. The Client will be assigned rights to use the Web Design Project as a web site, once final payment under this agreement and any additional charges incurred have been paid. Rights to photos, graphics, source code, work-up files, and computer programs specifically are not transferred to the Client, and remain the property of their respective owners. Reis Capital 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 statement with a link to Reis Capital LLC’ Design Services Web Site. All photos, graphics or text provided by the client to Reis Capital LLC shall be delivered free of any copyrights, or client will be solely responsible for any infringements. Client shall hold Reis Capital LLC its principals, and contractors harmless, and furthermore client shall defend and incur all cost associated with any legal claims arising from infringements.
Payments must be made promptly based on the terms of this Web Site Design Project. Reis Capital LLC reserves the right to remove any Web Design Project from viewing on the Internet until final payment is made. All payments are to be made within 30 days after completion and approval of the Web Design Project by the Client. In case collection proves necessary, the Client agrees to pay all fees (including all attorney’s fees and court costs) incurred by that process. This agreement becomes effective only when signed by Reis Capital LLC. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this agreement was entered into Broward County, Florida, and any dispute will be litigated or arbitrated in Broward County, and the Client hereby consents to the personal jurisdiction of the Florida State Courts. Furthermore, the Client waives any right to or claim of sovereign immunity. Adding of Meta Tags (Description and Keywords) and the submission of the Web Design Project to Web search engines and updating occur only after the full final payment is made. All payments will be made in U.S. Dollars.
11. Payment Schedule.
Payment for services provided hereby shall be made in accordance with the conditions contained in this contract and the Package Price, attached hereto and made a part of this agreement hereof. Notwithstanding any prices listed in literature or on Web pages, the Client and Reis Capital LLC agree that the services described in this contract, and the Package Price, shall be completed as agreed on proposal, invoice and/or receipt. The Client agrees to pay to Reis Capital LLC an initial, non-refundable deposit (normally, 50% of the estimated total cost) upon execution of this agreement. Final payment is due within 30 days prior to publication and/or delivery of the Web Site Design Project. All amounts must be in U.S. Dollars.
12. Legal Notice.
Notwithstanding anything to the contrary contained in this contract, neither Reis Capital LLC nor any of its employees or agents, warrants that the functions contained in the Web Design Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web Design Project is with the Client. In no event will Reis Capital LLC be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Design Project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitor’s computer or Internet software, even if Reis Capital LLC has been advised of the possibility of such damages.
This agreement constitutes the sole agreement between Reis Capital LLC and the Client regarding this Web Design Project. Any additional work not specified in this contract or any other amendment or modification to this contract must be authorized by a written request signed by both Client and Reis Capital LLC.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
15. 19. READ AND UNDERSTOOD
Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.