Web Development & Design Contract
This Agreement the ("Agreement") is entered into effect on the day this document is between , the ("Client") and developer Michael Arias, on behalf of Deathground, resident of Miami, Florida, the ("Freelancer"), collectively the "Parties".
1. Project Description. The Client wishes to hires the Freelancers for the following services ("Work Product") and requirements: Creating a custom website as stated in the previous form's description, in accordance with the purchased product's description, and the terms and conditions as stated by Deathground on their official website "deathground.live"
The service will include "a reasonable amount" of revisions for minor changes related to the design (e.g. shape colors, fonts, etc.). Major changes including but not limited to for example changing the core system in which a whole website was built, or remaking an entire graphicdesign will not be within the scope of the revisions. Site testing and debugging (should there be any error on the website) will be included with the service. This is the scope of work the parties agree upon. For changes or additional requirements, a change order will be required, agreed upon, and signed by both parties.
2. Schedule. The Parties agree to the following schedule: The maximum expected delivery time for this website after form, and contract have been submitted with due payment acquired by the freelancers is 21 Days, which is completely dependent on the website's complexity and is subject to change at any time.
The Client will have 5 business days to review and approve each step that requires approval (e.g. design or text content.). At the end of said time, if no answer has been given, the work will be considered approved, and the Freelancers will continue their work.
3. Payment. The payment will be a single payment charged during the checkout of the product. In order for this contract to be valid, the payment must have been received by the freelancers.
4. Confidentiality. During the course of this Agreement, it may be necessary for the Client to share proprietary inform, including trade secrets, industry knowledge, and other confidential information, to the freelancers in order for the freelancers to complete the website in its final form. The Freelancers will not share any of this proprietary information at any time, even after the Agreement is fulfilled. The Freelancers also will not use any of this proprietary information for their personal benefit at any time, even after the Agreement is fulfilled. Confidential information does not include information that: the Freelancers knew before the Client disclosed it; is or becomes public knowledge through no fault of the Freelancers; Freelancers obtain from sources other than Client who owe no duty of confidentiality to Client, or Freelancers develops independently.
5. Ownership Rights. The Client continues to own any and all proprietary information it shares with the Freelancers during the term of this Agreement for the purposes of the Project. The Freelancers have 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 Freelancers will customize the Client's Website to the Client's specifications, the Client recognizes that websites generally have a common structure and basis. The Freelancers continue to own any and all template designs it may have created prior to this Agreement. The Freelancers will further own any template designs it may create as a result of this Agreement.
----- Representations and Warranties -----
6. The Freelancers. The Freelancers represent and warrant that they have the right to enter and perform this Agreement. The Freelancers further represent and warrant that they have the right to utilize and distribute the Work Product created for the Client and that such designs or its elements are not owned by anyone else to the Freelancers' knowledge. In the event that the Freelancers do no have these rights, the Freelancers will repay any damages. (b.) The Client. The Client represents and warrants that they have 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 Freelancers to be included in the Work Product. In the event that the Client does not have these rights, the Client will repay any associated damages the Freelancers may experience or will take responsibility so that the Freelancers does not experience any damages.
7. Disclaimer of Warranties. The Freelancers shall create a Work Product for the Client's purposes and to the Client's specifications. The Freelancers do not represent or warrant that said work product will create any additional profits, sales, exposure, brand recognition, or thelike. The Freelancers have no responsibility to the client if the website does not lead to the client's desired result(s).
8. Limitation of Liability. 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, costs of delay or failure of delivery. Neitherparty will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonable have foreseen on entry into this agreement.
9. Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys' fees.
10. Dispute Resolution. If either part accuses the other of being in breach of contract, the accused party will have 30 days to address the breach.
11. Refund Policy. A refund policy does not apply if any information or action required for the successful on-time completion of the Work Product is not given or taken by the Client to or for the Freelancers at the proper time. The refund policy is that which is clearly stated in Deathground's terms and conditions, which can be found on the website. Web development and design requires extensive resources, consumes and reserves the Freelancers' time and schedule, and incurs internal expenses. Therefore, once a payment is made by the Client, it is non-refundable should the Client change their minds about finishing the project with the Freelancers. A refund will only apply if the Freelancers fail to deliver the final Work Product due to incompetency, procrastination, or refusal to complete the work.
12. Force Majeure. There is no penalty clause for the delay or failure to deliver the Work Product under reasonable cause (unexpected unfortunate events of Force Majeure). The time during which the Parties are prevented or delayed in the performance or fulfilling of anyobligation due to unavoidable delays caused by an event of Force Majeure, (including but not limited to natural disasters, life threatening accidents, acts of any Sovereign or Government, and any act beyond the control of either Party and affecting the performance of this Agreement), shall cause no liability to any Party by reason thereof.
13. Termination of Agreement. This Agreement will automatically terminate when both Parties have performed all their obligations under this Agreement, and the Client has made all the payments. Should there be a desire to terminate the agreement before the completion of the project, the Client will notify the Freelancers 7 days in advance and pay for services already completed and for hours already worked.
14. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. The Parties may enter this Agreement and is legal and binding in the United States, the United Kingdom, and any jurisdiction where the above Parties come to this agreement. The Parties each represent that they have the authority to enter into this Agreement. The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:
Note: The person who filled out the form before this contract must be the same person who signs below for the agreement to be valid.
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Signed by Michael Arias
Signed On: September 8, 2023
If you have questions about the contents of this document, you can email the document owner.
Document Name: Basic Custom E-Commerce Store Website Contract
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