The following terms and conditions are
set forth and are accepted by the Client
for purpose of clarification in the case where
WEBMADE4U.com becomes the web
developer of choice to the design and/or web host
of the Client’s completed website.
Payment Structure
and Procedure:
WE will require 25%
up front to begin the work (non-refundable),
50% after it is 75 to 85% completed,
then the remaining 25% once it is completed
and you give us two signs: 1) Verbal acknowledgement
that you are happy with the completed website,
and 2) You sign off on the business agreement
that the work on your website has met with your
satisfaction, and you release WEBMADE4U.COM
from further responsibility!
Statement of Work:
WM4U.com will provide the web site design, development,
programming and other consulting services (referred
to as: “Services”) to create the “Work
Product” (as defined herein), all as set
forth in each statement of work, or modifications
to each statement of work, agreed to by the parties
from time to time and attached and made part of
this agreement.
Work Product License:
WM4U.com grants the client and client accepts
a non-exclusive, non-sublicenseable, ongoing Internet
worldwide license to publicly display the completed
website created by WM4U.com.
Ownership:
WM4U.com will at all times remain the sole and
exclusive owner of the website and/or portions
of any websited created for the Client. This includes
the artistic design, all web enabled language
and structure used to create the work product.
Except as expressingly authorized in this agreement,
Client will not copy, modify, distribute or transfer
(by any method), display, sublicense, rent, reverse
engineer, decompile or disassemble the work product
done by WM4U.com.
Client’s
Properties:
As between WM4U.com and Client, the Client will
at all times be and remain the sole and exclusive
owner of the Client’s properties.
Third Parties’
Properties:
Except as otherwise set forth herein, nothing
shall cause or imply any sale, license, or other
transfer of proprietary rights of/or in any third
party software or products from one party to this
agreement to the other party.
Indemnification
of Intellectual Properties:
If either party promptly informs the other party
in writing of a claim against either party that
any of WM4U.com or the Client’s properties
infringes a presently existing proprietary right
of a third party, and if either party specifies
in such a notice that the claim is based to any
extent upon an alleged infringement by any portion
of the either party’s properties, the party
with respect to and the extent of the portion
of the claim pertaining to the party’s properties,
shall indemnify and defend such claim at its expense
and pay any costs or damages, including any attorney’s
fees and/or expert witness or consulting fees,
that may be incurred or finally awarded against
either party. Basically, if there is a suit brought
about, each party will indemnify one another from
any claims.
Warranties:
By the Web Developer: WM4U.com
represents and warrants that the Work Product
does not and will not knowingly: (a) violate any
law or regulation, including, without limitation,
the laws and regulations governing export control;
(b) be defamatory or trade libelous; (c) be pornographic
or obscene; or (d) contain any viruses, Trojan
horses, worms, time bombs, or other computer programming
devices which are intended to damage a user’s
system or data or prevent user from using the
same.
WM4U.com further represents and warrants that
(a) it will use commercially reasonable efforts
to insure the Work Product will substantially
conform to the Acceptable Criteria for a period
of thirty (30) days after testing (provided that
no changes to the Work Product, the server, the
hardware or any technology related to any of them;
and (b) there is no outstanding contract, commitment,
or agreement to which WM4U.com is a party or legal
impediment of any kind known to WM4U.com which
conflicts with this agreement or might limit,
restrict or impair the rights granted hereunder.
Furthermore, WM4U.com does not warrant the Work
Product to be error free.
By the Client: Client represents
and warrants that the Client’s properties
will not knowingly: (a) violate any law or regulation,
including, without limitation, the laws and regulations
governing export control; (b) be defamatory or
trade libelous; (c) be pornographic or obscene;
or (d) contain any viruses, Trojan horses, worms,
time bombs, or other computer programming devices
which are intend to damage a user’s system
or data or prevent the user from using same.
Client further represents and warrants that (a)
Client has all rights necessary for the production,
distribution, exhibition and exploitation of the
Client’s properties as part of the Work
Product consistent with the license granted in
this agreement; and (b) there is no outstanding
contract, commitment or agreement to which the
Client is a party or legal impediment of any kind
known to Client which conflicts with the agreement
or might limit, restrict or impair the rights
granted hereunder.
DISCLAIMER:
THE FORGOING WARRANTIES BY EACH PARTY ARE IN
LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED,
WITH RESPECT TO THIS AGREEMENT, INCLUDING BUT
NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANGABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER
PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR
ANY COVER OR SETOFF NOR FOR ANY INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING
LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY:
WEBMADE4U.COM’S (AND ITS PARENT COMPANY
AND/OR ITS SISTER COMPANIES) LIABILITY TO ITS
CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION,
WHETHER SOUNDING IN TORT, CONTRACT, OR ANY OTHER
LEGAL THEORY, SHALL AT ALL TIMES AND IN THE AGGREGATE
BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE
CLIENT TO WM4U.COM FOR THE DEVELOPMENT OF THE
WEBSITE AND OTHER FEES ASSOCIATED WITH THE DEVELOPMENT
OF CLIENT’S WORK PRODUCT UNDER THIS AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
OR IMPLIED HEREIN, WM4U.COM SHALL HAVE NO LIABILITY
FOR PARTY PRODUCTS, OR ANY GOODS OR SERVICES NOT
DEVELOPED OR PROVIDED BY WM4U.COM.
Definitions:
- “Client Properties” shall mean
all text, images, sound(s), graphics, video,
and other data related to the development of
the Work Product supplied by Client and/or its
Associates to WM4U.com.
- “WM4U.com” shall mean LOCALTHINGS4SALE.COM,
LLC, the parent company and its sister companies.
- “Web Developer or Developer Properties”
shall mean the Work Product excluding the Client’s
Properties.
- “Work Product” shall mean all
HTML, JavaScript, PHP, and all web enabled languages,
as well as any and all types of programming
and code related to the creation of the Client’s
website, as well graphics files, audio files,
video files, data files, all documentation,
and each and every deliverable developed by
WM4U.com and delivered to Client in accordance
with the terms and conditions of this agreement,
excluding Client’s Properties (as mentioned
in letter A of this section).
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