TotalMediaDesign.com Website Design Contract

Contact Name _____________________________________ Phone ______________ FAX _________________

Company/Client ___________________________________ Address __________________________________

City _______________________________ State _________ ZIP __________________ Country ____________

E-mail address ____________________________________ URL (if any) _______________________________

Host Server Company ______________________________ URL ______________________________________

Site Username ____________________________________ Site Password ______________________________

1. Authorization.

1. Definitions: Hereafter, the above entity will be known as the "Client" and Dan Ondra, sole proprietor of TotalMediaDesign.com will be known as the "Developer."
2. The above-named client is engaging the Developer as an independent contractor for the specific purpose of developing and/or improving a World Wide website to be installed on the client's web space on a web hosting service's computer.
3. The Client hereby authorizes the Developer to access the Hosing Service Provider account, and authorizes the Host Service Provider to provide the Developer "write permission" for the Client's web site directory and any other directories that need to be accessed for completion of this project.
4. The client also authorizes publication, promotion and registration of their completed website to Web search engines, Web directories and indexes. The client grants the developer the right to display graphics and other Web design elements to promote the finished site and as examples of work in  portfolios.

2. Standard Web Design Project Terms of Service

1. Estimate - Hourly estimates depend on a clear understanding the quality and quantity of the content provided by the client and the specific needs of the client.
2. Retainer - To expedite projects, once the basic site design concepts are discussed, and the project time estimate is approved, the client submits a retainer to secure the developer's services on a first-paid, first-served basis.
3. Concept Posts - Once the retainer is received by the developer, site design concept demos are posted online for the Client's review, input and approval. From this process a site template is developed with by concerted effort with the client to create a structure that will meet their needs now and in the foreseeable future.
4. Basic Template Approval - Once the Client confirms acceptance for the basic site design template, the work to populate the site begins.
5. Text content supplied by the Client in final form (proof read) will be formatted for web suitability as needed. Time required to make substantive changes to client-submitted text after the web pages have been constructed will be additional, billed at the standard hourly rate. If the developer must assist in the creation, editing, or proofing text additional time beyond the estimate will be required. Updates to non-static text work are estimated based on the specific job requirements, technical specifications plus time for any 'non-standard' change requests. All text work is invoiced at the hourly rate of $75 per hour with the following exception: Text that requires translation to editable form (typed) may be assigned to independent contractors for quick typing, proofing and separate invoicing at a reduced rate of $20 per hour.
6. Cross-Browser Compatibility - This agreement contemplates the creation of a web site viewable by current versions of popular browsers. Technologies may require a more recent browser version, brand or plug-in to display properly. Initial design demos are posted for quick review by most browsers. Compensation for site viewing errors caused by non-standard browsers or technical changes to existing browsers are not included in estimates. 
7. Search Engine Optimization and Initial Registration - Search engine optimization and registration is done on a client-request basis at the same hourly rate. The client works with the developer to create effective page titles, keywords and descriptions that relate to the page text. The developer cannot guarantee the acceptance of the site by any particular search engine or the placement of Client’s site in search engine results. Search engine positioning is not be guaranteed by the developer. Search engine rules for effective web design can limit the use of some technology utilized on a site. Fees to search engines for search engine registration or placement are the responsibility of the client.
8. Completion Date and Payment of Fees - The client and developer work together to complete the website in a timely manner based on client site deliverables (text, graphics, approvals, timely change requests) and remuneration on a first paid, first served basis. Client requests for significant modifications of previously approved templates that have been replicated and populated may delay the completion date and increase time invoiced. Payments and completion will be made with mutual promptness.
9. Maintenance, Changes and Updates of a website are ongoing processes that are not included in standard estimates. If the Client opts to maintain the site after completion, the Developer will provide e-mail and telephone assistance to the Client's designated representatives regarding management of the Client's web site at the hourly rate. Consultation by phone or email for change requests, for remediation with hosting company support, for third party vendor service, for marketing strategy or for additional internet technical education is all invoiced at the hourly rate. Changes requested by the client, additional web page maintenance, updating links, replacing text and repairing or restoring web pages will be assessed at the same hourly rate, and is not included initial estimates.

3. Terms of Use

1. Privacy and Nondisclosure - The Developer and his contractors agree that, except as directed by the Client, they will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Developer to another party. Additional complex programming, software development, data base management, proprietary software setup or other code-based scripting processes are not included in standard estimates, but are bid as separate projects or handed off to specialists. The Developer may, with the client's approval assign contractors to special projects as needed.
   
2. Use license fees - Client will be notified of use fees and be allowed the opportunity to approve or reject them beforehand. Fees for proprietary technologies required by the site's design specifications or changes requested by the client are the client's responsibility as the site's owner. Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples include, but are not limited to, the following:
   
   • Purchase of specific fonts at the Client's request
   • Purchase of specific photography at the Client's request
   • Purchase of specific software at the Client's request
   • Purchase of specific script at the Client’s request
     
3. Copyrights and Trademarks - The client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in web pages 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, and defend the Developer and his subcontractors from any claim or suit arising from the use of such elements furnished by the client. Copyright to the finished assembled work of web pages produced by the Developer is initially owned by the Developer. Upon final payment of the invoice, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. 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. the Developer and related contractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

Limitations

1. Web Hosting - The client understands that web hosting services require a separate contract with a web hosting service. The client agrees to select a web hosting service which allows the Developer full access to the website. The client further understands that if the web hosting service is sub-standard additional time, or replacement technologies may be required for proper site functionality.
   
2. Warranty - If, after completion of the site, damage is done to the site design that impairs the ability for the web pages to display or function properly, the time to repair the web pages is not included in any estimate and will be assessed at the hourly rate. The developer does not provide or warranty any third party vendor's products or hosting company's services. Hosting account setup, server control panel configuration, email account creation, site security, 24/7/365 real-time internet availability, ASP or other script based technologies, access to a site, web site backups and technical support for server maintenance and server errors are the responsibility of the hosting company and/or its resellers and not the Developer. The Developer does not warrant that the functions contained in these web pages or the Internet website will meet the client's requirements or that the operation of the web pages will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages and website is with client. In no event will the Developer be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or website, even if the Developer has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
   
3. Laws Affecting Electronic Commerce - From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Developer and his contractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce. Client also understands that the Developer cannot provide legal advice.
   
4. Indemnification - Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees associated with the Developer's work on the Client's web site. This includes Liabilities asserted against the Developer, it's subcontractors, it's agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns. Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client's web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.
   
5. Sole Agreement. The agreement contained in this "Website Design Contract" constitutes the sole agreement between the Developer and the client regarding this website. Any additional work not specified in this contract must be authorized by a written email as a change request. Both client and developer may sign off on a project at any time by verbal notification or email. If the client requests that work halt and requests a refund to the developer, work completed prior to notification shall be billed at the hourly rate stated above, and deducted from the initial payment, the balance of which shall be returned to the client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the client shall be liable to pay for all work completed at the hourly rate stated above. The Client shall pay all arbitration and court costs, reasonable attorney's fees and legal interest on any award or judgment in favor of the Developer which proceeds to court.
   
6. Entire Understanding - This contract constitutes the sole agreement between the Developer and the Client regarding this project. It becomes effective only when signed by both parties.
   Both parties warrant that they have read and understand the terms set forth in this agreement. Both parties ascertain that they will make a good faith effort to abide by the terms set forth. The specific services outlined in this agreement may be amended only by mutual agreement of the Client and Developer. The Developer may require written confirmation and consent by email to add services not listed. In the event that the services outlined are amended or modified, hours invoiced for site development may change.

The undersigned agrees to the terms of this agreement on behalf of his or her organization or business.