Web Services Contract for Robert Oleysyck Creations
This contract was created and established on February 27, 2023, by and between the following parties:
Hereinafter referred to as the Client, Robert Oleysyck, representing Rokko Endeavours LLC DBA Robert Oleysyck Creations, 10170 W. Tropicana Ave., Suite 156-182, Las Vegas, NV 89147, and, hereinafter referred to as the Contractor, Eric Reynolds DBA Trancefusion Design, 1000 Beulah Rd., Troy, Idaho, 83871.
The Contractor agrees, in accordance with the below PROJECT REQUIREMENTS and the Client's accepted estimate #358, to design, develop, launch, host, secure, and maintain WordPress, theme, and plugin updates for the client's new WordPress website. The total project cost is based upon estimate #358 accepted by the Client.
The Contractor shall provide dedicated hosting on an origin bare metal server and mirrored cloud hosting for the Client's new website. All media shall be offloaded and stream from an Amazon Web Services (AWS) S3 CDN server. Contractor shall also provide an SSL certificate to encrypt data interactions, a dedicated IP address, and third-party SMTP authentication services. The client agrees to pay semi-annual web hosting fees for six-month advanced hosting services, at a monthly rate of $20, and mandatory Contractor-provided WordPress, theme, and plugin updates, at the Contractor's $150 hourly rate. In addition, the Client shall be responsible for paying annual licensing fees for an SSL certificate ($100); monthly on demand CDN usage fee invoiced directly from AWS; annual fee for a dedicated IP address ($25); third-party SMTP authentication services ($120); and reimbursements for any third-party usage and support licenses as stated in the Client's accepted proposal #358.
The Contractor has the experience and ability to perform the Client’s requested services and the Contractor will perform services in a professional and timely manner as stated in this contract. The Client will endeavor to meet all the set deadlines, but the Contractor cannot be responsible for a missed launch date or a deadline if the Client does not provide materials on time or does not approve the Contractor’s services in a timely manner (restated in PROJECT REQUIREMENTS). The Contractor acknowledges that information and materials related to the project are important and shall be kept confidential. The Client affirms that the Contractor’s rate and fees are confidential. Any breach of confidentiality by either party may result in termination of this contract at any time as deemed fit by either party. Client agrees to provide Contractor with everything required to complete the project including text, images, videos, and other information as and when Contractor needs them, in a format formidable for the Client and Contractor. The Client agrees to review work completed by the Contractor, provide feedback, and sign off approval in a timely manner. Contractor and Client shall be bound by any dates that are set forth in this contract and any forthcoming agreements and addendums that pertain to this contract. The Client also agrees to the PAYMENT TERMS as set forth in this contract.
The Client agrees to pay hosting and license fees as stated in the PROJECT SUMMARY. The Contractor bills hosting fees and site update services semi-annually and all license fees are billed annually. The Contractor’s rate for this project is $150 per hour of services. The Contractor’s services include but are not limited to website design and development, secure web hosting, graphic design, web copy editing, professional photography services, project consultation, website maintenance, and custom video tutorial training. The Client must request or approve project services prior to the commencement of such services. The Contractor shall provide, to the Client, invoices that state service descriptions, labor, and cost per service item. To confirm the Contractor’s scheduled services, advance payment is due prior to any provided services. The Contractor uses a paperless online invoice system and prefers online credit card payments, but will accept payments by ACH and check only if the Client cannot pay by credit card. Any services, requested by the Client, that are not stated in the accepted estimate #358, shall be charged by the Contractor at an hourly rate of $150.
Prior to any project commencement, the Client agrees to provide the Contractor with all necessary materials and information required to complete the project. Failure to submit materials will result in a delay in the project Deadline. All projects must be approved by the Client prior to finalization. The Client’s acceptance of the Contractor’s design and development must be approved by written notice prior to the project’s completion, preferably in email format. The Client shall provide Contractor access to any accounts directly affiliated with the project. The Client agrees that the Contractor must revise account settings in order to accommodate project needs. The Contractor acknowledges that the Client’s material and information are strictly confidential. The Contractor shall keep all account information private.
The Client affirms that all website text content is original and not plagiarized. The Client agrees that all website project media content is either owned by the Client or is legally licensed for web and/or graphic design usage for the purpose of the project. The Contractor is not liable for any misuse of unlicensed content due to the Client’s negligence. The Client retains 100% ownership of the client’s physical and electronic properties, including copyrights; trademarks; service marks; domain(s); site files, directories, and database(s); text content; media, including logo(s), slogans, infographics, photographs, and videos. The Client has no interest in, nor is responsible for the Contractor’s leased dedicated web hosting servers. The Contractor is not responsible for the Client's domain name, domain registration, and email services. The Client agrees that failure to pay domain registration fees to the Client's domain registrar may result in the registrar disconnecting the domain from the website.
Cancellation of the project, by either party, without any penalty or obligation, must be made within 72 hours of the contract date by written notice. Failure to do so by the Client will result in a loss of 50% of the Contractor's first invoice given to the Client. If the Contractor is informed of a cancellation within the 72-hour period, any initial payment shall be refunded, to the Client, within 72 hours of the date of cancellation, minus a $50 cancellation fee. Following the cancellation period, Either party has the right to terminate the contract at any given time. In such a case, the Contractor will deliver the Client’s site files, directories, and respective databases. The Contractor will retain payments for any completed services.
The Contractor shall repair or replace any project material if the Contractor is in error. Samples of the product in question must be submitted to the Contractor prior to any decisions. The Contractor is not responsible for consequential damages as the result of Client's error. Contractor liability is specifically limited to the value of the product manufactured or services rendered. The Contractor reserves the right to request the product be returned for inspection or correction.
LOSS FOR NON-SERVICE:
All commitments and agreements to sell or deliver are made with the understanding that no liability attaches to Trancefusion Design for failure to fulfill Contractor due to natural disasters, accidents, war, government demands or priorities, transportation delays, or other conditions beyond Contractor’s control.
The paragraph and other headings in this agreement are provided for the convenience of reference only and shall not be included in any interpretation or construction of the substantive provisions hereof.
The parties agree that any dispute, controversy, or claim arising under or in connection with this agreement or its performance by either party shall be decided exclusively by and in the state or federal courts of Idaho. For such purpose, each party hereby submits to the personal jurisdiction of the state and federal courts of Idaho, and agrees that service of process may be completed and shall be effective and binding upon the party served if mailed by certified mail, return receipt requested, postage prepaid and properly addressed to the party as set forth elsewhere in this agreement. Each party waives any objection to the personal jurisdiction of such courts and agrees that it shall be barred from asserting any such objection, as long as any process is served in accordance with the foregoing. In the event that a party refuses to accept delivery of such process, then the process may be served upon the Secretary of the State of Idaho in the same fashion, whereupon such service shall be deemed to have been made upon the refusing party as fully as if the process had been accepted. Each party hereby agrees to and does hereby waive any right to assert or move for transfer of venue to any court outside the State of Idaho, based upon the doctrine of forum nonconveniens (disagreement) or otherwise. Each party further acknowledges and agrees that this paragraph has been negotiated at arm's length and that it is a knowing and voluntary agreement.
In Witness Whereof, each party has caused this Agreement to be executed as of the written day and year below with the intent to be legally bound and with the representation that they are legally permitted to enter into valid, binding contracts.
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Signed by Eric Reynolds
Signed On: February 28, 2023
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Document Name: Web Services Contract for Robert Oleysyck Creations
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