Website Development Contract

Authorization
The above-named Client (“Client”) is engaging Connexins Web Development (“Connexins”) as an independent contractor to design and/or improve a World Wide Web site (“Website”), to be published on the Client’s account on an Internet Service Provider (ISP), referred to as “Hosting Service”. The Client authorizes Connexins to access this account to fulfill the Website development services that Client engaged Connexins to provide.

Copyrights and Trademarks
The Client guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Connexins for inclusion in the Website 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, indemnify and defend Connexins and its subcontractors from any liability (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.

Web Site Maintenance
This contract agreement includes modifications and corrections requested within a 1 week period up to a total of 2 hours, including updating links, adding pages, and making changes to text in existing pages. If the Client or an agent other than Connexins attempts to update the Client’s pages during this time, time to repair the Website will be assessed at the hourly rate of $50, and is not included as part of the modification time. This contract agreement does not include Website maintenance. Website maintenance will be the responsibility of the Client. Client has the option to subscribe to Connexins Website Maintenance Monthly Package, which consists of 2.5 hours per month of support or website maintenance (addition of pages, content, features, etc) and costs $100 per month. You may subscribe to or cancel this recurring monthly service at any time. If your website monthly maintenance needs require more than 2.5 hours, additional hours will be billed at $40 per hour.

Completion Date
Connexins and the Client must work together to complete the Website in a timely manner. Connexins agrees to complete the Website no later than 30 days after Client has submitted all necessary materials. If the Client does not supply Connexins with complete text and graphics content for this Website within 30 days of the effective date of this agreement, the entire deposit amount of the agreement shall be retained by Connexins as liquidated damages and the contract shall become null and void, at Connexins’s option, unless the Website is canceled in writing by the Client prior to 30 days of the effective date of the agreement.

Project Delivery
The final Website will be published to the Client’s Hosting Service prior to invoicing of final payment. The Client understands that although Connexins provides Hosting Services, hosting services require a separate contract. If the Client chooses not to utilize Connexins hosting services, the Client agrees to select a Hosting Service which allows Connexins full access to the Client’s account via FTP (File Transfer Protocol) or access to the file manager associated with the Client’s Hosting Service account. The Client will be solely responsible for all Hosting Service charges.

Electronic Commerce Laws
The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Website or any other services contemplated herein, and will hold harmless, protect, and defend Connexins and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from the Client’s exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.

Website Copyright and Authorship Credit
Copyright to the finished Website will be owned by Connexins. The Client will be assigned rights to use the Website, once final payment under this agreement and any additional charges incurred have been paid. Rights to photos, graphics, source code, workup files, and computer programs specifically are not transferred to the Client, and remain the property of their respective owners. Connexins and its subcontractors retain the right to display graphics and other Web Design elements as examples of their work in their respective portfolios. Initially, the Website will contain a by-line and link on the bottom of their Website establishing authorship credit. This by-line is upon agreement by both the Client and Connexins and must be removed at any time upon written request by Connexins.

Payment Terms and Schedule
All services agreed to in this contract shall be sold for the price specified at Quote, attached and made a part of this agreement. The Client agrees to pay to Connexins an initial, non-refundable deposit of 50% of the estimated total cost upon execution of this agreement. The remaining balance and final payment is due 7 days after delivery of the Website. All amounts must be in U.S. Dollars. Payments must be made promptly based on the terms of this contract agreement. If payment is not received within the 7 days, a $10 charge will be assessed. Connexins reserves the right to remove any Website from viewing on the Internet until final payment is made. In case collection proves necessary, the Client agrees to pay all fees (including all attorney’s fees and court costs) incurred by that process. This agreement becomes effective only when signed by Connexins. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this agreement was entered into Pima County, Arizona, and any dispute will be litigated or arbitrated in Pima County, Arizona and the Client hereby consents to the personal jurisdiction of the Arizona State Courts.

Cancellation
In the event that work is postponed or canceled at the request of the Client, Connexins shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this agreement. If additional payment is due, this shall be payable within 7 days of the Client’s notification to stop work. In the event of cancellation, the Client shall also pay any expenses incurred by Connexins and Connexins shall own all rights to the work. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

Refund Policy
If the Client requests a refund within 15 days of signing this contract, work already completed shall be billed at the hourly rate of $50.00 and deducted from the initial payment. If the work that has been completed is beyond the amount covered in the initial payment, the Client shall be liable to pay for all work completed at the hourly rate of $50.00.

Arbitration
Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this contract shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction in the State of Arizona. The Client and Connexins shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the other.

Limited Liability
Client hereby agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Hosting Service. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel. Client hereby agrees to indemnify and hold harmless Connexins from any claim resulting from Client’s publication, submission, or use of those material or any illegal materials.

If Connexins shall acquire an Internet Domain Name on behalf of Client, then Client hereby waives any and all claims which it may have against Connexins, for any loss, damage, claim or expense arising out of or in relation to the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of the providing of this service by Connexins for any reason.
Under no circumstances, including negligence, shall Connexins, its offices, agents, or anyone else involved in creating, producing, or distributing it’s services, be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of or inability to use Connexins’ services; or that results from mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Connexins’ records, programs or services. Client maintains sole responsibility for data backups and restoration. Client hereby acknowledges that this paragraph shall apply to all content on Connexins’ services.

Notwithstanding the above, Client’s exclusive remedies for all damages and losses whether in this contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this contract and any reasonable attorney’s fee and court costs.

Indemnification
Client agrees that it shall defend, indemnify, save, and hold Connexins harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney’s fees, (“Liabilities”) asserted against Connexins that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employees, or assignments. Client agrees to defend, indemnify, and hold harmless Connexins against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed through products or services provided by Connexins, any material supplied by Client infringing on the proprietary rights of a third party, copyright infringement, and any defective product which Client has sold on the Website.

Non-Disclosure
Connexins, its employees and subcontractors agree that, except as directed by Client, it will not at any time during or after the term of this contract disclose any Confidential Information to any person whatsoever.

Additional Services and Expenses
Any revisions, additions, or redesign Client wishes Connexins to perform not specified in this document shall be considered “additional” and will require a separate payment. Client agrees to reimburse Connexins for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography, etc.

Entire Understanding
This agreement constitutes the sole agreement between Connexins and the Client regarding this Website. Any additional work not specified in this contract or any other amendment or modification to this contract must be authorized by a written request signed by both Client and Connexins. All prices specified in this contract will be honored for 30 days of Quote.

The undersigned hereby agree to the terms, conditions, and stipulations of this agreement on behalf of his or her organization or business.