This Website Services Agreement (“Agreement”) is entered into ________________, (“Effective Date”) by and between Stunning White Media, LLC, an Oklahoma limited liability company (hereinafter referred to as “Stunning White Media”) and _____________________________________________, (hereinafter referred to as “Client”),
WHEREAS, Stunning White Media has an expertise in website design and hosting services; and
WHEREAS, Client desires Stunning White Media to provide the services set forth in Exhibit A.
NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Client is engaging Stunning White Media, as an independent contractor, to design, and develop, web site (hereinafter called the “Project”), subject to the terms of this Agreement and fees set forth in Exhibit A, attached hereto.
2. Project Timeline.
As of the Effective Date, both parties shall work together to expeditiously complete the Project. Stunning White Media shall submit a proposed website design for Client acceptance or proposed revision. Once both parties agree on an acceptable website design Stunning White Media shall commence implementation of the website. Stunning White Media shall complete the website design within 30 days, after Client has submitted all necessary materials. Stunning White Media’s completion of the website is contingent upon Client’s prompt response (within one business day) to any queries by Stunning White Media. If Client does not supply Stunning White Media with the necessary materials and content for the website within ninety (90) days of the Effective Date, then Stunning White Media can in its sole discretion terminate this Agreement without further liability.
3. Copyright and Trademarks.
Client unconditionally guarantees that any materials Client provides to Stunning White Media for use on the website are owned by Client, or that Client has obtained proper permission from the rightful owner of said material, and Client will protect, defend, and hold harmless Stunning White Media from any claim or suit arising from use of such material for the Project.
4. Hosted Services.
Upon completion of the website and during the term of this Agreement, Stunning White Media, shall host the website on Stunning White Media’s server (“Hosted Services”) according to the terms of this Agreement and the fees set forth in Exhibit A. During the term of this Agreement, said Hosted Services shall include minor updates to the content of the website, but do not include changes to the design or layout of the website, which are subject to additional charges. Stunning White Media may suspend providing Hosted Services, if Client’s account becomes more than thirty (30) days past due.
5. Changes in Services.
Client may make changes in the Project by requesting minor alterations, additions, or deductions to or from the website. No change in the Agreement price shall be made for minor changes not involving extra cost to Stunning White Media. All adjustments in the Agreement price by reason of any other change shall be agreed to by the parties, prior to commencement of the actual work, in connection with such change, and an amendment to the Agreement shall be properly executed.
Stunning White Media shall hold harmless and indemnify Client from any and all claims, suits, and proceedings, which may arise from Stunning White Media’s activities.
Client shall hold harmless and indemnify Stunning White Media from any and all claims, suits, and proceedings, which may arise from Client’s activities.
Neither party may assign any part of this Agreement without the written consent of the other party.
8. Laws and Regulations.
Each party warrants that they shall comply with all Federal, State and Local Laws, ordinances, and regulations, and give all notices that may be required. The laws of the State of Oklahoma shall govern this Agreement, and the parties agree that for any litigation arising from this Agreement, venue and jurisdiction will be the District Court of Garfield County, State of Oklahoma
9. Independent Contractor Relationship.
Stunning White Media is an independent contractor and is not an employee, servant, agent, partner or joint venture of Client. Client shall determine the work to be done by Stunning White Media, but Stunning White Media shall determine the means by which it accomplishes the work specified in this Agreement.
During the term of this Agreement and for a period of one (1) year thereafter, except as expressly and in writing allowed by the parties Stunning White Media and Client both agree to keep confidential, and except as required by law, not disclose the terms of this Agreement or proprietary or confidential information relating to the business affairs or operations of the parties, including without limitation trade secrets, reports, records, lists, documents identifying current and potential customers of Stunning White Media or Client, and information about Stunning White Media and Client’s business plans, marketing strategies, costs, prices and finances.
11. Term and Termination.
This Agreement shall commence on the Effective Date and shall continue for a period of twelve (12) months (“Initial Term”), unless otherwise terminated in accordance with the terms of this Agreement. Thereafter this Agreement shall continue on a month-to-month basis until terminated by either party by providing 30 days written notice to the other party. Further;
a. This Agreement may be terminated by the mutual consent of the parties in writing.
b. Either party may terminate this Agreement, immediately, by written notice to the other party if:
i. A party materially breaches any of the terms and conditions of their Agreement and does not cure such breach within thirty (30) days after receiving from the other party a written notice with a description of the breach and a demand for its cure; or
ii. Stunning White Media determines, in its sole discretion that Client has engaged in misconduct, or has breached this Agreement in such a manner as to render continuance of the Agreement detrimental to Stunning White Media or its other customers.
Upon termination of this Agreement, Stunning White Media shall cease being obligated to host the website and all material solely provided by the Client shall revert back to the Client and Stunning White Media shall retain ownership of the remainder, including the design layout of the website and an intellectual property provided by the Client. Should this Agreement terminate prior to the Expiration of the Initial Term for any reason, other than a material breech by Stunning White Media, Client shall pay Stunning White Media the Early Termination Fee Set out in Exhibit A.
12. Entire Agreement; Construction.
This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants, or undertakings other than those expressly set forth or referred to herein. This Agreement supersedes any and all prior agreements and understandings between the parties with respect to such subject matter. This Agreement is a negotiated document and shall be deemed to have been drafted jointly by the parties, and no rule of construction or interpretation shall apply against any particular party based on a contention that the Agreement was drafted by one of the parties. This Agreement shall be construed and interpreted in a neutral manner. This Agreement is non-exclusive.
This Agreement may only be amended in writing signed by both of the parties.
14. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
Any notice or other communication required or permitted to be given hereunder will be in writing and will be delivered to the parties at the addresses shown on the signature page hereto (or to such other addresses as the parties may specify by due notice to the other). Notices or other communications given by certified mail, return receipt requested, postage prepaid, will be deemed given three (3) business days after the date of mailing. Notices or other communications sent in any other manner will be given only when actually received.
The invalidity or unenforceability of any provision of this Agreement will not impair the validity or enforceability of any other provision.
The headings in this Agreement are intended solely for convenience of reference and will be given no effect on the construction or interpretation of this Agreement.
18. No Waiver.
No waiver will be effective against either party unless it is in writing, signed by that party. No waiver of any breach of any term or covenant contained in this Agreement will operate as a waiver of such term or covenant itself or of any subsequent breach thereof.