Web Design and Development Agreement

Authorization: The client is engaging MAI WebDesign as an independent contractor for the specific project of developing and/or improving a World Wide website to be installed on the client's web space on an Internet Service Provider's computer. The client hereby authorizes MAI WebDesign to access this account, and authorizes the Internet Service Provider to allow MAI WebDesign with "write permission" for the client's web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The client also authorizes MAI WebDesign to submit their completed website to Web search engines.

Web Hosting: The client understands that any web hosting services require a separate contract with the web hosting service. The client agrees to select a web hosting service which allows MAI WebDesign full access to the website and a cgi-bin directory via FTP. The client further understands that if the web hosting service's operating system is not a UNIX \ Linux system, standard CGI software may not work, and providing a substitute may incur additional charges.

Changes to Submitted Text: Time required to make substantive changes to client-submitted text after the Web pages have been constructed will be additional, billed at the current hourly rate.

Copyrights and Trademarks: The client represents to MAI WebDesign and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to MAI WebDesign 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 MAI WebDesign and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

Copyright to Web Pages: Copyright to the finished assembled work of Web pages produced by MAI WebDesign is owned by MAI WebDesign. Upon final payment of this contract, 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. MAI WebDesign and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios.

Assignment of Project: MAI WebDesign reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion.

Post Placement Alterations: MAI WebDesign cannot accept responsibility for any alterations made by third parties to the client’s pages once placed. Such alterations include, but are not limited to, additions, modifications, or deletions.

Refusal to Service: MAI WebDesign reserves the right to refuse service for any material that the MAI WebDesign feels are not legal, moral or in the best interest of MAI WebDesign, but MAI WebDesign is not responsible for the content of any materials.

Errors and Omissions: MAI WebDesign will use good faith to ensure pages authored by MAI WebDesign are free of errors, however, MAI WebDesign may not be held responsible for any errors that may arise in the course of authoring any pages. MAI WebDesign does not accept any liability for losses or damages arising from errors within any page or if web search submissions are not accepted. It is the client’s responsibility to proof their own pages for errors and inform MAI WebDesign of those along with any changes in layout requested by the client. This process must begin immediately after the pages are posted to the web host for the client to view. MAI WebDesign will correct minor text changes at no charge for 30 days from the date the site is posted to the web hosts server. After 30 days, changes will be charged at the current hourly rate.

Payment of Fees: Payment to MAI WebDesign is due and payable on the following schedule. One half upon signing this contract; the balance when the Web pages have been constructed according to the client's original written specifications. Advertising the pages to web search engines occur only after the final payment is made. All payments will be made in US funds. Payments must be made promptly. Delinquent bills will be assessed a $15 charge if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added for each month of delinquency. MAI WebDesign reserves the right to remove web pages from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process (including all attorneys’ fees and court costs). This agreement becomes effective only when signed by MAI WebDesign. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue, this contract was entered into in Washington County, Oregon, and any dispute will be litigated or arbitrated in Washington County, Oregon.

Cancellation: Either party may cancel this agreement upon written notification, however any charges incurred to the date of receipt of notification shall be immediately due and payable. Charges shall be for any work in progress, contracted services fees, or software purchases for the purpose to suit the client’s needs.

Legal Notice: Notwithstanding anything to the contrary contained in this contract, neither MAI WebDesign nor any of its employees or agents warrants that the functions contained in this web design project will be uninterrupted or error-free. The entire risk as to the quality and performance of this web design project is with the Client. In no event will MAI WebDesign 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 MAI WebDesign has been advised of the possibility of such damages.

Other Legalities: The client is required to ensure that the content of their pages meets all the current US legislation regarding publications. The client shall further indemnify MAI WebDesign in respect of any claims, costs or expenses that may arise from any material included in their pages authored or placed on their behalf by MAI WebDesign.

Links: MAI WebDesign reserves the right to append a small hyperlink to MAI WebDesign’s home page at the bottom of each page unless the client specifically requests in writing, signed & dated by both parties.

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 MAI WebDesign and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.

Sole Agreement: The agreement contained in this document constitutes the sole agreement between MAI WebDesign and the client regarding this website. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honored for six (6) months after both parties sign this contract. Continued services after that time will require a new agreement.

Completion Date: MAI WebDesign and the client must work together to complete the website in a timely manner. If the client does not supply MAI WebDesign complete text and graphics content all web pages contracted for within six weeks of the date this contract was signed, the entire amount of the contract becomes due and payable. If the client has not submitted complete text and graphics content within two months after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is advertised.

The user of this site agrees to the terms of this agreement on behalf of his or her organization or business. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.