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This Website Design Agreement (the “Agreement”) is entered into on (the “Effective Date”) by and between (the “Client”) located at (Client business address) and Coolest Nerd Ever, LLC (the “Designer”) located at 650 Ponce De Leon Ave, Ste. 300 #2387, Atlanta, GA 30308 individually referred to as the “Party”, and collectively the “Parties”.
Websites built by Coolest Nerd Ever will include a particular theme and specific plugins. As of the Effective Date, licensing, updates and support for these items will be valid for one calendar year from the Effective Date. Updates and support beyond the Effective Date will be available for purchase either via the Designer or directly with the third-party company. If you choose not to renew licensing, your existing project will remain intact and features used in your design will continue to function as long as there are no updates. Updates may resolve existing issues with themes and plugins, however. The Client acknowledges that updates are highly recommended by the Designer. The theme and plugins used will be listed in the official agreement.
Website Design packages do not include content creation. The Client is responsible for providing all content, text and images and agrees to provide all content in full by the agreed upon date. If the Client does not wish to provide content, content writing services are available for purchase, if needed.
The Designer will provide documented milestones within the agreed scope of work in which the Client will provide approval.
The Client continues to own all proprietary information it shares with the Designer during the term of this Agreement for the purposes of the Project. The Designer has no rights to this proprietary information and may not use it except to complete the Project. Upon completion of the Agreement, the Client will own the final website design. While the Designer will customize the Client’s website to the Client’s specifications, the Client recognizes that websites generally have a common structure and basis. The Designer continues to own all template designs it may have created prior to this Agreement. The Designer will further own any template designs it may create as a result of this Agreement.
The Client will be provided with log in credentials for the website after the project has been completed and the final invoice has been paid in full.
The Client is responsible for backing up website files after the project has been completed.
A Copyright notice that states “© Designed by Coolest Nerd Ever, LLC” will be displayed on the bottom of each page of your website.
The Parties may not assign their rights and/or obligations under this Agreement unless both Parties agree to the assignment in writing.
During this Agreement, it may be necessary for the Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the Designer for the Designer to complete all work listed in the Project Description in its final form. The Designer will not share any of this proprietary information at any time, even after the Agreement is fulfilled. The Designer also will not use any of this proprietary information for the Designer’s personal benefit at any time, even after the Agreement is fulfilled. Confidential information does not include information that: the Designer knew before Client disclosed it; is or becomes public knowledge through no fault of the Designer; the Designer obtains from sources other than the Client who owe no duty of confidentiality to Client. This provision shall remain in full force and effect even after the termination of this Agreement, either by natural termination or for cause.
The Parties agree to the Payment Schedules and Terms listed on each individual package. Unless otherwise stated, payments for most website design packages will be divided into two (2) payments, with an initial deposit of 50% of the total being due within 48 hours of the agreement being signed. The remaining balance will be due upon the Client’s signed acceptance of the Blueprint being presented in a web-based format. Final payment is due prior to any revisions. Web hosting and add-on services require a one time payment.
The Client shall be entitled to 3 revisions. Any revisions beyond 3 shall be charged at a rate of $150.00 USD / per hour with a 30-minute minimum.
All payments are non-refundable.
The Client must submit all necessary content by the Effective Date of the agreement and no later than fourteen (14) calendar days of after. No content will be accepted after this 14-day window. If all content is not received by fourteen (14) calendar days after the Effective Date, the project will be considered finalized and will be canceled without refund. The Client agrees and understands that content delays may extend the project completion date but will not extend due dates of scheduled payments.
The Client has seven (7) calendar days to review and approve Sign-Off Agreements. At the end of said time, if no answer has been given, the work will be considered approved, and the Designer will move forward with next steps.
The Client’s final review must include all comments, requests, revisions, etc. This review period is the Client’s final opportunity to make revisions.
If the project has gone dormant due to not receiving content and/or updates from the Client within 14 calendar days of request from the Designer, the Project will be considered finalized and payment for work done prior to the delay will be due. To continue services a new agreement must be signed. The Client understands that rates will be based on latest packages and options and may not align with what was on a previous agreement. Previous payments will not go towards a new project.
The Designer will continue to be available to the Client for the length of time mentioned on the website design package after the termination of this Agreement to provide the Client with reasonable technical support and to correct any discovered errors or defects.
The Designer represents and warrants that he/she has the right to enter into and perform this Agreement. The Designer further represents and warrants that he/she has the right to utilize and distribute the designs created for the Client and that such designs are not owned by anyone else to the Designer's knowledge. In the event that the Designer does not have these rights, the Designer will repay any associated damages the Client may experience or will take responsibility so that the Client does not experience any damages.
The Client represents and warrants that it has the rights to use any proprietary information, including, but not limited to trade secrets, trademarks, logos, copyrights, images, data, figures, content, and the like that it may provide to the Designer to be included on this website. In the event that the Client does not have these rights, the Client will repay any associated damages the Designer may experience or will take responsibility so that the Designer does not experience any damages.
The Designer shall create all work listed in the Project Description for the Client’s purposes and to the Client’s specifications. THE DESIGNER DOES NOT REPRESENT OR WARRANT THAT SAID WEBSITE WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. THE DESIGNER HAS NO RESPONSIBILITY TO THE CLIENT IF THE WEBSITE DOES NOT LEAD TO THE CLIENT’S DESIRED RESULT(S).
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY.
This Agreement will automatically terminate when both Parties have performed all their obligations under the Agreement and all payments have been made. The Client can terminate the Agreement by giving written notice if the Designer commits any material breach of this Agreement and fails to correct the breach within ten (10) days of notice of the breach. The Client will be responsible for payment of services already completed and hours already worked. The Client may provide this notice via email from their contact email provided for the project to email@example.com. The Designer can terminate the Agreement by giving written notice for any reason including: (a) if the Client fails to make the payments required and set forth in the Costs & Payments section within 14 days of notice of failure to make a payment; or (b) if the Client commits any other material, non-financial breach and fails to correct the breach within ten (10) days of notice of the breach; or (c) if the Client delays the project longer than fourteen (14) calendar days. The Designer may provide this notice via email to the contact email provided by the Client for the project from firstname.lastname@example.org.