DeSalvio Web DeSigns | San Dimas CA

§1.  Authorization:The above-named Client (hereinafter referred to as “Client”) is engaging DeSalvio Web Designs as an independent contractor for the specific purpose of designing a World Wide Website, herein after referred to as “Web Designs Project”, to be published on the Client’s account on an Internet Service Provider (ISP)/Web Presence Provider (WPP) computer, herein after refer to as “Hosting Service”, or provided at the Client’s option for a designated fee. The Client hereby authorizes DeSalvio Web Designs to access this account, and authorizes the Hosting Service to provide DeSalvio Web Designs and its designer, Michael DeSalvio, with “full access” to the Client’s account, and any other programs needed for this Web Design Project that are included as part of the Client’s service agreement/level as well as any and all information pertinent or required for the Web DeSigns Project. The Client also authorizes DeSalvio Web Designs to submit the completed Web Design Project to major Web Search Engines, allowing its content to be viewed and searched in public domain. 

§2. Development:

This Web Design Project will be developed using web design tools provided by DeSalvio Web Designs which will be at the discretion of the designer unless otherwise specifically requested by the Client .

 

Compatibility – Designing a website to fully work in multiple browsers (and browser versions) can require considerable, extra effort. It could also involve creating multiple versions of code/pages. DeSalvio Web Designs represents and warrants that the website we design for you will work in:

1. 1.      Microsoft® Internet Explorer
2. 4.      Mozilla Firefox
3. 5.      Safari Browser
4. 6.      Opera
5. 7.      Google Chrome
6. 8.      Mobile Browser Support

 For People with Disabilities – DeSalvio Web Designs’ standard is to meet at least half the currently recommended guidelines for website development. Without sacrificing quality and design, we try to ensure that the content and functions we build into our websites are available to all visitors. Our websites are not §508 compliant unless otherwise contracted to do so and therefore assumes no liability for non compliant projects.

§3. Assignment of Web Design Project:

DeSalvio Web Designs reserves the right, and you hereby agree, to assign subcontractors to this Web Design Project to insure that the terms of this agreement are met as well as on-time completion.

§4. Copyrights and Trademarks:

The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to DeSalvio Web Designs for inclusion in the Web Design Project 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 Agents and employees of DeSalvio Web Designs 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.  Photos taken and/or graphic art design provided by DeSalvio Web Designs are the exclusive property of DeSalvio Web Designs and may be purchased separately.

§5. Website Maintenance:

This agreement allows for minor website maintenance to pages for the first 30 days at no charge, up to an average of one half hour per regular web page, including updating links and making minor changes to a sentence or paragraph. It does not include replacing more than 51% of the text from a page with new text, major page reconstruction, new pages, guest-books, discussion webs, navigation structure changes, attempted updates by Client repairs or Web Design Projects delivered to Client via diskette, U.S. mail and/or e-mail. The period begins on the date the Client’s website is available to be published to the Client’s hosting service. Major page maintenance including but not limited to source-code and/or graphics changes as well as additions will be charged at the $85.00 per hour rate. (Notice: This rate is subject to change at any time.)

§6. Completion Date:

DeSalvio Web Designs and the Client must work together to complete the Web Design Project in a timely manner. We agree to work expeditiously to complete the Web Design Project no later than 30 days after Client has submitted all necessary materials. If the Client does not supply DeSalvio Web Designs with complete text and graphics content for this Web Design Project within 45 days of the effective date of this agreement, the entire deposit amount of the agreement shall be retained by DeSalvio Web Designs as liquidated damages and the contract shall become null and void, at DeSalvio Web Designs’ option, unless the Web Design Project is canceled in writing by the Client prior to 45 days of the effective date of the agreement. DeSalvio Web DeSigns reserves the option to change deadlines within reason which will be held at the discretion of the designer and will coordinate completion with the Client to ensure timely delivery.

§7. Project Delivery:

DeSalvio Web DeSigns offers an unlimited licensing agreement with The Client to grant access and use of the Web Design project however, ownership is retained by DeSalvio Web DeSigns. The final Web Design Project will be published to the Client’s hosting service upon receipt of final payment.

Should the Client opt to take full ownership of the site and all Intellectual Property, The Client hereby agrees to make complete payment of a $1000 buy-out fee. Upon complete payment, the files will be delivered via diskette, Compact Disk or compressed file (zip/rar). The Client will be solely responsible for any and all hosting service charges, file backups, interruption in service, transfer fees, renewals and maintenance as well as fees resulting directly or indirectly from changes made to a Hosting account preventing DeSalvio Web DeSigns from completing terms of this contract.

§8. Publishing:

If the hosting service has FrontPage® or Publisher extensions installed and the extensions are not configured correctly to support publishing/FrontPage® functionality, DeSalvio Web Designs will not be responsible for problems arising from improperly installed FrontPage® or Publisher Extensions. There is no charge to publish the site if the hosting service does not have FrontPage® extensions installed and DeSalvio Web Designs must use an FTP. Determining an appropriate method of publishing will be at the discretion of the Designer unless otherwise expressed by the Client before initiation of the project.

§9. Hosting:

DeSalvio Web DeSigns offers hosting services through DreamHost Web Hosting Server Service which does not use dedicated server space. Any hosting through DeSalvio Web DeSigns is not provided unless contracted and requires an additional agreement to supplement this agreement for a Web Design Project.

 

Hosting service other than DeSalvio Web DeSigns, the Client hereby agrees to select a hosting service which allows DeSalvio Web Designs full access to the Client’s account via FTP (File Transfer Protocol), DNS settings as well as SQL Databases if applicable. DeSalvio Web DeSigns assumes no liability for accounts, databases, files or settings which are set up by The Client which may contain security holes which increase the risk of hacking.

 §10. Search Engine Optimization:

            DeSalvio Web DeSigns offers basic SEO packages on all website packages which includes site title, meta tagging, basic keywords, submittal to Google and permalink structure. Upon request, DeSalvio Web DeSigns will provide The Client with a comprehensive SEO package which includes alternate site titles and descriptions, keywords, page-by-page and post-by-post meta data, custom link structure, page modifications, XHTML and valid CSS. Upon contracting these services from DeSalvio Web DeSigns, The Client hereby understands that there is absolutely no guarantee that their finished website will take full advantage of said SEO features. All SEO features will optimize the website dynamically to influence recognition and warrant a higher search engine ranking but require upkeep, maintenance and adjustment by The Client to take full effect. The Client is responsible for the page performance once final payment is made and the site is released and/or licensed for use.

In the use of Search Engine Optimization and Social Network integrations, The Client certifies that DeSalvio Web DeSigns is not responsible for any negative feedback, reviews, testimonials, SPAM, malicious code or content posted on the internet. DeSalvio Web DeSigns is not responsible to remove such content.

§11. 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 Web Design Project or any other services contemplated herein, and will hold harmless, protect, and defend Michael DeSalvio and DeSalvio Web Designs as well as its subcontractors from any claim, suit, penalty, tax, fine, 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. DeSalvio Web DeSigns holds no responsibility for the actions of the Client and/ or any unlawful or unethical uses of the website after delivery. You hereby certify that the Web Design project shall not be used in any way for illegal activities and all use complies with all state, federal and local laws.

 §12. Web Design Project Copyright:

Copyright to the finished website produced by DeSalvio Web Designs will be owned by Michael DeSalvio and/or DeSalvio Web Designs. The Client will be assigned rights to use the Web Design Project as a website, once final payment under this agreement and any additional charges incurred have been paid in full. Rights to photos, graphics, source code, work-up files, and computer programs specifically are not transferred to the Client, and remain the property of their respective owners. DeSalvio Web Designs and its subcontractors retain the right to display graphics and other Web Design elements as examples of their work in their respective portfolios without written consent from the Client. All Web Design Projects will contain a copyright/legal statement with a link to DeSalvio Web Designs’ Design Services Website. Prices as stated by Package Price are at a discounted rate so long as the Client agrees to hereby use DeSalvio Web DeSigns as their Hosting provider. It is at the discretion of the Client to use a third party hosting client, which will require a $1000 buy-out fee to take ownership of the source-code and design as well as any Intellectual Property (IP) retained by DeSalvio Web DeSigns unless otherwise stated.

§13. Payments:

Payments must be made promptly based on the terms of this Website Design Project. DeSalvio Web Designs reserves the right to remove any Web Design Project from viewing on the Internet until final payment is made or in the event that delinquency of additional payment occurs. All payments are to be made within 30 days after completion and approval of the Web Design Project by the Client. 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 DeSalvio Web Designs. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this agreement was entered into Los Angeles County, California, and any dispute will be litigated or arbitrated in Los Angeles County, California and the Client hereby consents to the personal jurisdiction of the California State Courts. Furthermore, the Client waives any right to or claim of sovereign immunity. All payments will be made in U.S. Dollars.

§14. Payment Schedule:

Payment for services provided hereby shall be made in accordance with the conditions contained in this contract and the Package Price, attached hereto and made a part of this agreement hereof. Notwithstanding any prices listed in literature or on Web pages, the Client and DeSalvio Web Designs agree that the services described in this contract, and the Package Price, shall be completed for $________. The Client agrees to pay to DeSalvio Web Designs an initial, non-refundable deposit of $________ (normally, 20% of the estimated total cost) upon execution of this agreement. Final payment is due within 30 days prior to publication and/or delivery of the Website Design Project. All amounts must be paid in U.S. Dollars.

All invoicing and payment processing is handled exclusively through the corporate website at http://DeSalvioWebDeSigns.com and supports invoice lookup, account management and online payments through PayPal. for payments made through PayPal, The Client agrees to pay any applicable service processing fees and merchant fees charged by PayPal. Invoices will be sent through DeSalvioWebDeSigns.com and will be mailed to the e-mail specified by The Client. All payments other than online shall be mailed to the specified mailing address. All receipts, payment reminders and late notices are sent through e-mail and are generated automatically based on each account and on specified dates. Payments may take up to 48 hours to post for receipt.

§15. Default of Payment:

Default of payment will be determined on a per project basis and if unspecified by DeSalvio Web DeSigns will default to 30 calendar days from original dated invoice unless otherwise stated. In the event of a late payment occurring on or after 12:00am of the 31st day will be subject to a 10% late fee based on the overall invoice total and will therefore be granted an additional 10 calendar days to complete payments.

In the event that payment is not received and the account not made current, the hosting account and/ or website will be suspended pending further agreements. The Client agrees to pay an additional startup or activation fee of $_______ to re-establish the hosting account.

Removed pages will not be restored until the invoice amount has been paid in full, including any and all associated fees. The Client shall not under any circumstances be charged labor fees associated with the removal process. DeSalvio Web DeSigns shall accept no responsibility to any monetary business loss or damages associated with the removal of the page as it is at the discretion of The Client to accept these terms upon initiating the project and is aware of any such stipulations.

§16. Legal Notice:

The Client expressly agrees that use of DeSalvio Web DeSigns is at The Client’s sole risk and either DeSalvio Web DeSigns, its employees, affiliates, agents, third party information providers, merchants, contractors, licensers or the like, warrant that DeSalvio Web DeSigns service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Web Design Project, unless otherwise expressly stated in this contract.

Under no circumstances, including negligence, shall DeSalvio Web DeSigns, its offices, agents or anyone else involved in creating, producing or distributing hosting server service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use Web Design Project; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to DeSalvio Web DeSigns records, programs, files, accounts or services. The Client hereby acknowledges that this paragraph shall apply to all content on the Web Designs Project.

Notwithstanding the above, The Client’s exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate amount which The Client paid during the current contract term.

The Client agrees that it shall defend, indemnify, save and hold harmless, DeSalvio Web DeSigns from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys’ fees, (“Liabilities”) asserted against DeSalvio Web DeSigns, its agents, its customers, servants officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by The Client, its agents, employees or assigns. The Client agrees to defend, indemnify and hold harmless DeSalvio Web DeSigns against Liabilities arising out of:

1. Any injury to person or property caused by any products sold or otherwise distributed in connection with DeSalvio Web DeSigns service;
2. Any material supplied by The Client infringing or allegedly infringing on the proprietary rights or Intellectual Property of a third party;
3. Copyright infringement;
4. Any defective product which The Client sold on DeSalvio Web DeSigns service;
5. Unauthorized access and/or use of personal, private or financial data or files stored on the server space provided by DeSalvio Web DeSigns.