This Web Design Contract and Terms and Conditions (the “Agreement”) is entered into between Road to Success Web Design LLC (“Road to Success”) and the organization named in the questionnaire above (the “Client”). In exchange for registering and renewing a web address as well as designing and maintaining a website for the Client (the “Work”) the Client agrees to the following terms and conditions:
- Non-Profit Status. The Client understands and agrees that Road to Success is providing the Work to non-profit entities to help them obtain additional funding and exposure. The Client represents and warrants that it is a not for profit entity meaning the organization does not earn profits for its owners and all of the money owned by the organization is used in pursuing the organization’s objectives and keeping the organization running. In the event that Client becomes a for-profit entity it may be subject to additional fees for the Work provided by Road to Success. Client shall provide Road to Success notice of its for-profit status within ten (10) days of obtaining such status.
- License. Road to Success, to the extent it is legally able to do so, grants to Client a non-exclusive, license to use and display the Work in accordance with this Agreement. The rights granted to Client are for use of the Work in its original form only. Client may not change, create derivative works or extract portions of the Work. Road to Success reserve the right to display all aspects of the Work, including sketches, work-in-progress designs and the completed Work on its portfolio and in articles on websites, in magazine articles and in books.
- Payment. Client shall pay THIRTY DOLLARS ($30.00) per month for hosting fees associated with the Work (the “Hosting Fee”). Road to Success shall invoice Client on a monthly basis for the Hosting Fee. All invoices are payable within thirty (30) days of receipt by Client. All payments made under this Agreement shall be made by credit or debit cards. Road to Success retains the right to increase any Hosting Fee upon thirty (30) days’ notice to the Client.
- No Guarantee. Client acknowledges that the Work performed by Road to Success does not guarantee that Client’s business will succeed or receive additional donations. Road to Success makes no representations or guarantees regarding ability of the Work to provide the Client with monetary benefits or marketing exposure.
- No Warranties. The Work furnished under this Agreement is provided on an “as is” basis, without any warranties or representations expressed, implied, or statutory; including, without limitation, warranties of quality, performance, merchantability, or fitness for a particular purpose. Road to Success does not warrant that the operation of the site will be continual, uninterrupted, or error free.
- Intellectual Property. Client represents and warrants to Road to Success that to the best of Client’s knowledge, that any text, images or other artwork provided by the Client are either owned by Client or the Client has permission to use them and therefore they do not infringe the rights of any third party.
- Term and Termination. This Agreement shall begin when signed by the Client and shall continue until the Work is completed. Either party may terminate this Agreement upon thirty (30) days’ written notice to the other party. Termination by Client shall not alleviate Client’s duty to may payments for the Work performed prior to such termination. In the event Client fails to make payment in accordance with Section 3 of this Agreement, Road to Success maintains the right to terminate this Agreement immediately. Upon termination of this Agreement the hosting of the Client’s website will cease immediately, and
- Indemnification & Liability. Road to Success makes every effort to ensure its Work will be error-free but it shall not be liable to the Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages. Further, any liability of Road to Success shall be limited to the amount of fees payable under this Agreement less and subscription or hosting expenses paid to a third party. In no event shall Road to Success’ liability exceed the total amount of payments received by Road to Success from the Client. Client shall indemnify Road to Success from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to the Work at the request of the Client.
- Privacy. Road to Success only collects basic information from the Client to fulfill the Work. Road to Success does not sell any information collected to third parties. The Client understands and agrees that the website created as part of the Work will include online applications from Stripe, Inc. and Donorbox Corporation (collectively the “Third Party Vendors”). Road to Success does not have control over Third Party Vendors and makes no representations or warranties as to the privacy protections granted by Third Party Vendors and suggest that Client review all privacy policies and terms and conditions granted by such Third Party Vendors prior to executing this Agreement.
- Dispute Resolution. The parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
- Independent Contractors. Road to Success is an independent contractor. Road to Success shall determine, in its sole discretion, the manner and means by which the Work is accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Road to Success and the Work prepared by Road to Success shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
- Legal Expense. The prevailing Party in any legal action brought by one Party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys’ fees.
- Force Majeure. Except for the obligation to make payments, non-performance of either party shall be excused to the extent the performance is rendered impossible by strike, fire, flood, terrorism, governmental acts or orders or restrictions, failure of suppliers or any other reason where failure to perform is beyond the reasonable control of, and is not caused by, the negligence of the non-performing party.
- Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
- Governing Law. This Agreement shall be governed by, and interpreted under and in accordance with, the laws of the State of Connecticut, and shall be enforceable by the parties hereto at law and in equity.
- Changes to this Agreement. Road to Success may revise and update this Agreement from time to time in its sole discretion. All changes are effective immediately when posted on its website and apply to all access to and use of the Work thereafter. Should Client not agree to the changes, Client should immediately notice Road to Success of its intent to terminate the Agreement.
- Authority. The person who has executed this Agreement represents and warrants that they are duly authorized to execute this Agreement in their individual or representative capacity as an agent of the Client.
- Electronic Signatures. The parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.
BY SIGNING AND CLICKING “I AGREE TO THE TERMS & CONDITIONS”, THE CLIENT ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS THE TERMS AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. CLIENT FURTHER ACKNOWLEDGES THAT THIS AGREEMENT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN AND ANY OTHER COMMUNICATIONS BETWEEN CLIENT AND ROAD TO SUCCESS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.