THIS INTERNET SERVICES AGREEMENT, dated upon the electronic signature of the client below, is between NetProfession, Inc., (Company) a Florida corporation, having offices at 3100 N 29th Court Suite #220, Hollywood, Florida, and ("Client").
Company and Client are sometimes referred to herein collectively as "Parties" and individually as a "Party."
WHEREAS, Company provides Website Design, Website Hosting, E-mail Services, Internet Marketing, and other Computer and Internet Services;
WHEREAS, Client desires Services provided by Company;
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:
1. Authorization. The above-named client is engaging Netprofession, Inc., a Florida Corporation, located at 3100 N 29th Court Suite #220, Hollywood, Florida as an independent contractor for the specific project of developing and improving an Internet Website and other Services. Client authorizes Netprofession, Inc. either Control Panel Access, Domain Name Access, or Instructions to the Technology Supervisor to work with Netprofession to facilitate the agreed services
2. Wordpress & Website Development. The company will design the website using the Wordpress Content Managment System information located at wordpress.org. The Company will purchase a Theme on behalf of the client and any Plug-ins requested and required for the Website functionality. Further, Netprofession will purchase Copyright Free images for the client. Client agrees to comply with the General Public License (GPL) of the Wordpress Content Management System as well as any other licensing terms for the Plugin and the Media provided by Netprofession
3. Maintenance and Hourly Rate. This agreement includes minor Web Site maintenance for a 1-month period, including updating links and making minor changes to a sentence or paragraph. The 1-month maintenance period commences upon the date the client pays the final amount, or the site is available for public view. Changes requested by the client beyond those limits will be billed an hourly rate of $70.00. This rate shall also govern additional work authorized beyond those specified for any packages, maintenance plans or other services.
4. Web Hosting and Security. The Client agrees that Netprofession, Inc will provide free hosting for the first year of any package. This shall include one full backup upon the site launch and overwritten backups every 24 hours. For an additional fee, Client may purchase codeguard.com website backup protection and sucuri.net website firewall and virus protection. If the client desires to host the website on their own hosting service, Netprofession will move the Website to the platform. Netprofession will not be liable for any updates to the website, security issues, and any issues that will disrupt the normal usage of the Website. Further, the client agrees to pay the licensing fees for any plugins not hosted on Netprofession website hosting platform. The client further understands that all websites set up and maintained by Netprofession will require a Linux operating system.
5. Internet Marketing, SEO, Pay-Per-Click If the Client Agrees to Internet Marketing Services, Company agrees to provide the services listed in the Client Packages portion of the Netprofession website or on the Invoice. NETPROFESSION SPECIFICALLY MAKES NO WARRANTY TO FOR PERFORMANCE ON THE SEARCH ENGINES.
6. Completion Date. Netprofession, Inc. and the client agree to use best efforts in completing the website promptly. Netprofession agrees to work expeditiously to complete the website no later than thirty days (30) following the execution of this agreement. If the client does not supply Netprofession, Inc. complete text and graphics content, other than the agreed copyright free images, within two months of the date the execution of this contract, the entire amount of the contract becomes due to and payable.
7. Payment of Fees. Fees to Netprofession, Inc. are due and payable on the following schedule: 50% nonrefundable deposit upon execution of this agreement and the remaining 50% upon launch of the website for public view. All payments will be made in US funds.
8. DISCLAIMERS OF WARRANTY. WARRANTY DISCLAIMER. The services provided by Company are provided "AS IS", WITHOUT WARRANTY OF ANY KIND TO CLIENT OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF 1) MERCHANTABILITY OR MERCHANTABILITY OF THE COMPUTER DEVELOPED SOFTWARE; 2) FITNESS FOR A PARTICULAR PURPOSE, LICENSEE'S PURPOSE OR SYSTEM INTEGRATION; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY OF INFORMATIONAL CONTENT; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; 8) TITLE; 9) MARKETABILITY; 10) PROFITABILITY; 11) SUITABILITY; AND/OR 12) ANY TYPE ARISING FROM COURSE OF PERFORMANCE USAGE OF TRADE. CLIENT AGREES THAT ANY EFFORTS BY COMPANY MODIFY ITS SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY COMPANY WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. CLIENT FURTHER AGREES THAT COMPANY SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. MODIFICATIONS MADE TO CLIENT'S WEBSITE BY CLIENT OR ANY THIRD PARTY VOIDS ANY REMAINING EXPRESS OR IMPLIED WARRANTIES.
Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Client. In such jurisdictions, Company's liability is limited to the greatest extent permitted by law.
9. Company Not Liable for Delays or Defaults. Company shall not be liable for delays or defaults in furnishing services hereunder, if such delays or defaults on the part of Company are due to Acts of God or a public enemy; Acts of the United States or any state or political subdivision thereof; Fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes; Embargoes, epidemics or quarantine restrictions; Shortage of goods, labor strikes, slowdowns, differences with workmen or labor stoppages of any kind; Causes beyond the control of Company in furnishing items or services including, but not limited to, breakdown or failure of machinery or equipment, or delay in Client reporting problems or furnishing information or materials. Acceptance of delivery of goods or services shall constitute a waiver and release of Company by Client for any claim for damages, setoff, discount or other liability on account of delay.
10. Copyrights and Trademarks. The client represents to Netprofession, Inc. and unconditionally guarantees that elements of text, graphics, photos, designs, trademarks, or other furnished for 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, and defend Netprofession, Inc. and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
During the development of the website Netprofession, Inc. retains all Copyrights to its work except all pre-existing copyright works such as Wordpress, Wordpress Themes, Licensed Images or Videos, Plug-In and other elements, not transferred to the client, and remain the property of their respective owners the finished assembled work of web pages produced by Netprofession, Inc. is owned by Netprofession, Inc. 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. Netprofession, Inc. and its subcontractors retain the right to display graphics, client names, and other Web design elements as examples of their work in their respective portfolios and for advertising.
11. 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 Netprofession, Inc. and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.
12. Payment of fees. Client agrees to make all Services payments promptly. Delinquent bills will be assessed a $15 charge if payment is not received within ten days of the due date. If an amount remains delinquent 30 days after its due date, an additional 6% penalty will be added for each month of delinquency. Netprofession, Inc. reserves the right to disable all services until payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process.
13. Sole Agreement. The agreement contained in this "Internet Services Agreement" constitutes the sole agreement between Netprofession, Inc. and the client regarding Internet services. A written change order must authorize any additional work not specified in this contract.
14. Initial Payment and Refund Policy. This agreement begins with the initial non-refundable 50% down payment. The client may send an email to email@example.com within 30 days to cancel the agreement however under no circumstances will the client be entitled to a refund of the down payment. All requests for cancellation shall be sent by e-mail to firstname.lastname@example.org
15. Severability If any part of this Agreement should be found to be invalid, the invalidity will not affect the remainder of this agreement, which will continue in effect as if this Agreement had been executed without the invalid part.
16. Conflicts of Law This Agreement will be governed by laws of the State Florida, without regard to principles of conflicts of law. Client consents to the personal jurisdiction of and in the venue of state and federal courts located in Broward County, Florida
17. Jurisdiction The parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of Broward County, Florida.