Website Terms of Service

Website Terms of Service

This Website Terms of Service Agreement (the "Agreement") is entered into between the parties identified below as of the Effective Date set forth herein.

Parties and Effective Date

Effective Date:

WHEREAS

WHEREAS, Service Provider operates and maintains a website and related online services and software, and possesses the technical expertise and resources to provide website hosting, maintenance, and content management as described herein;

WHEREAS, Client desires to engage Service Provider to provide website services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the entire understanding between them regarding the provision, use, and operation of the website and associated services.

Scope of Work

Service Provider shall provide the following services to Client in accordance with the terms of this Agreement. Specific deliverables, milestones, and acceptance criteria should be described below.

Payment Terms

Total Fee:

Payment Terms: Invoices are due within days of invoice date. Late payments shall incur a late fee of per month on any outstanding balance, or the maximum permitted by applicable law, whichever is less.

All amounts are payable in lawful currency of the jurisdiction specified in Governing Law. Client shall reimburse Service Provider for reasonable, documented out-of-pocket expenses incurred in performance if pre-approved in writing.

Term and Termination

Term Start Date: Term End Date:

Either party may terminate this Agreement for convenience upon giving the other party written notice at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within 30 days of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and reasonable expenses incurred up to the effective date of termination. Service Provider shall deliver to Client all deliverables for which Client has paid in full.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information of a party disclosed to the other party, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall: (a) maintain the other's Confidential Information in strict confidence; (b) use the Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Intellectual Property and License

Unless otherwise agreed in writing, Client retains ownership of all pre-existing Client materials provided to Service Provider. Service Provider retains ownership of its pre-existing tools, methodologies, and software. Subject to full payment, Service Provider grants to Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Any third-party components incorporated into deliverables remain subject to their respective licenses.

Website Use, Content and Conduct

Client is solely responsible for the content uploaded to the website and for ensuring that such content does not infringe third-party rights, violate applicable law, or contain harmful material. Service Provider may remove content that infringes rights or violates the terms of this Agreement, after providing notice where practicable.

Warranties; Disclaimer; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE PRIOR TWELVE MONTHS.

Modifications to Services and Terms

Service Provider may propose modifications to services or pricing as needed to accommodate changes in scope or applicable laws. Any material amendment to this Agreement must be made in writing and signed by authorized representatives of both parties.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved within 30 days, disputes shall be resolved by final and binding arbitration conducted in the specified jurisdiction, or in a court of competent jurisdiction if arbitration is not enforceable.

Governing Jurisdiction:

Indemnification

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any third-party claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising from (a) the Indemnifying Party's breach of its representations, warranties or obligations under this Agreement, or (b) the Indemnifying Party's negligent or willful misconduct.

Entire Agreement

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets. Severability: If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect. Notices: All notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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