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Website Development Agreement Between Customer and Tech180.com

This Website Development Agreement is made between Customer (hereinafter referred to as "Customer") and Tech180.com (hereinafter referred to as "Consultant"). WHEREAS the Consultant has been commissioned to create a website for the Customer from the Customer selected template on Tech180.com. In the case of Customer requested additional services, add-ons, alterations from the selected template other than text, or change orders, overage time is billed at $50.00 per hour in half hour increments. An initial payment of 50% of the total amount is required before start of the project. A final payment of the amount due plus any added options or change orders and overage charges incurred prior thereto will be due upon completion of the project, and before completion of payment the Customer will not be allowed to use, download, backup, or copy the website in any form. Upon full payment of fees owed, the Customer has the right to have the site published to the host server of their choice with full rights to the website designed for the Customer at that time. If the Customer chooses to host their site with Tech180.com, they will be given the first two months of hosting services at no charge, and will be allowed full rights to their website. If the website remains on the Tech180.com host server after a period of two months, Customer will be billed for hosting services at a rate of $9.99 per month. The billing date for hosting services will be on or around the first date of each month, with the first month of billable hosting services to be pro-rated if the first day of hosting services is not on the first date of the month. If the Customers chooses to hire Consultant for periodic upgrades, changes, updates, modifications, or website maintenance, those services will be charged on an agreed upon hourly or monthly rate in a separate agreement between Customer and Consultant depending on the services requested.

The original website project completion date is is wholly dependent upon timeliness of the delivery of materials and information to be provided by the Customer to the Consultant. In the event the Consultant becomes unable to complete the website due to the failure by Customer to submit information or materials required to complete the website, no payments made will be refunded. Website may take up to 30 days to complete after receiving materials and information. Consultant shall be entitled to reasonable legal fees in the event the services of an attorney are necessary for collection of payment for services or work performed on behalf of the Customer in excess of payment received by Consultant.

The Customer recognizes that because of variations in software, programming languages, and technologies that it cannot be assumed that the site will be compatible with all servers, earlier versions of software, or technologies or versions of software which had not been released to the public at the time of this contract. This estimate is based upon the Customer providing the materials needed to develop the site as follows: Text must be given to us already typed in any of the following formats: Microsoft Word or WordPad (.doc), or Notepad, or ASCII text (.txt), or Rich Text Format (.rtf). Text can also be pasted into an email, but please note it will most likely lose its formatting. For files with a lot of bolding, underlining, italics, or tables, please use Microsoft Word/WordPad formats. Graphics, photos, and logos should be provided by the Customer digitally in any of the following formats: JPEG (.jpg), Photoshop (.psd), Tiff (.tif), or gif, preferably in 24-bit color at high resolution and without compression. Photoshop files may include layers. Consultant is using a Windows PC, so all files must be Windows compatible. Materials may be provided on PC formatted 3.5" floppy disks, CD-ROMs, thumb drives, or compact Flash cards. Materials may also be sent as attached files to an email or FTP’d to our anonymous FTP site as may be arranged in advance with Consultant. No items, functions, or implementations which are not specifically detailed in the estimate including but not limited to artwork, animations, logo creation, Java, JavaScript, Shockwave, Flash, audio, video, movies, and other interactive elements, shall be deemed part of the estimate. Such features and/or functions are to be proposed separately as an option and upon written approval by the Customer shall become part of this contract. This contract does not provide maintenance or upgrades. Accordingly, no additional fee will be charged to the Customer for such purposes unless the Customer details the changes or new functions and both of the parties approve in writing the new work as an option. Other than payment for such services which are specifically set forth in the estimate payable to the Consultant as part of this contract, Customer recognizes that there are or may be other fees associated with operating a website, including but not limited to website hosting and domain name registration and renewal, which are not included in the fee for the website design project. Customer will indemnify and hold harmless the Consultant from any and all claims arising there from, including legal fees that the Customer gives permission to the Consultant to refuse at any time to print or place on the Internet any copy, photograph, or illustration of any kind that in the Consultant’s sole discretion it believes is an invasion of privacy, degrading, libelous, unlawful, obscene, pornographic, in bad taste, or which in the sole judgment of the Consultant is an infringement on a trademark or copyright belonging to others, without Consultant having any affirmative obligation to review the website for such infringement. Customer recognizes that the website and design services which they are purchasing from Consultant does not include exclusive rights to the selected template and that Consultant may design other sites using the same template for other customer's use on the world wide web. If Customer wishes exclusive rights and sole ownership of a template which has not been purchased previously by another customer, an additional charge will apply for exclusive ownership rights to that template.

Customer has the responsibility of timely providing technical and other information and documentation as needed by the Consultant and to test the product provided and make written comments to the Consultant within reasonable time periods as indicated by Consultant. The failure to provide such timely written information, or test the product, or provide written comment on the tested product within those time periods may cause a delay in the completion of the project both with regard to the completion date and possible interference with other contractual obligations of the Consultant. Upon reasonable written notice by the Consultant, and upon the failure of the Customer to comply with the requests for information, testing or comment period, the Consultant may deem the Customer to be in breach of the agreement, cancel the agreement with the Customer, retain the monies already paid, and invoice for services rendered to date which shall be paid within ten days of receipt of the invoice; or the Consultant, at its option, may place the project on hold, affix new contract dates for delivery and completion, and invoice the Customer for the work done to date, which shall be paid within ten days of receipt of the invoice.

The Consultant represents as follows: That the Consultant warrants that the website it has installed pursuant to the specifications shall be free of defects in workmanship at the time of completion. If any failure to conform to this warranty becomes apparent within 30 days after final invoice, Consultant shall, upon prompt written notice of the defect from the Customer, repair the website to make it conform to the terms of this contract provided the Customer or no other third party has made any changes or alterations or additions or deletions to the original website provided by the Consultant and the website still resides on Tech180.com's host server. Correction in the manner provided herein shall constitute a fulfillment of all liabilities of Consultant with respect to the quality of its services and this contract. This warranty shall not be extended, altered, or varied except by a written instrument signed by both parties and no such instrument shall be deemed to be a modification of this warranty unless such writing specifically indicates that it is a modification of the warranty. This warranty is exclusive and in lieu of and the Customer waives all other warranties, express or implied, including the warranty of merchantability and fitness for purpose. The obligation of the Consultant, whether by this warranty, or contract, or any claim of negligence, is limited to the terms of this warranty, and there is no right of consequential damage to Customer or any third-party. If complete payment of any invoice is not made pursuant to the terms of this agreement and within ten (10) days after a written notice has been sent via email or U.S. Postal Service to the Customer, the obligation of the Consultant under this warranty is void, while the limitations on the liability of the Consultant still control. In the event the Customer modifies or alters its website using a company or service or anyone other than the Consultant, this portion of the warranty is void.

This Agreement creates a confidential relationship between Customer and Consultant. Information concerning Consultant's and Customer’s business affairs, vendors, finances, properties, methods of operation, computer programs, employees, documentation, and other such information whether written, oral, or otherwise, is confidential in nature. Consultant, Customer, and employees and Consultants of both will adhere fully to this confidentiality agreement. Customer and Consultant will not disclose any confidential information to third parties without prior written consent of the other party except as may be required by law. This agreement shall be governed by and interpreted according to the laws of the State of Oregon. Customer submits to the exclusive jurisdiction of the State and Federal Courts located in Multnomah County, Oregon for any action or proceeding relating to this agreement and expressly waives any objection it may have to such jurisdiction or the convenience of such forum. As the bringing of any action or proceeding in another jurisdiction by Customer would be in breach of this agreement and could be deemed a fraud upon the court in such foreign jurisdiction, full faith and credit need not be given to such action or proceeding.

In the event of any uncured default in payment within ten (10) business days after notice by the Consultant, the Customer shall be deemed to be in default under this contract. Upon such contract default, or if the Customer gives notice of cancellation of the contract without any default of the Consultant, the Consultant is immediately entitled to all payments previously made and to invoice for all work including overage and options ordered by the Customer to the date of cancellation or breach. There shall be no right to a refund to any payments already made. Consultant shall be entitled to reasonable legal fees in the event the services of an attorney are necessary for collection. Consequential or third-party damages are prohibited. The completion of the project by the sending of the final invoice or the earlier "launching" or sending the project to the live "production server" indicates that all work has been done as per the contract and any written approved options and overages. Upon such completion date the Customer agrees that every aspect of the website's appearance and function has been approved by the Customer and that all work has been done. Any requested changes, modifications, upgrades or new work (other than warranty work previously mentioned) will be at extra charge to the Customer.

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