Website Development Services Agreement

Because we value our Customers and are constantly striving to provide the best possible service and a positive internet/website experience, and because we are not perfect nor is the environment around us perfect, all website design customers must abide by the Rules and Guidelines set forth in this Website Development Services Agreement. This agreement represents the understanding and agreement between SurfSmart, Inc. ("SURFSMART") and the customer ("CLIENT") for website design, maintenance and/or marketing. For Hosting and/or Domain Name Registration and any other agreed upon services, please also refer to our Services Terms & Policies Agreement. 

Upon notice published on-line via SURFSMART website, SURFSMART may modify these terms and conditions, amplify them, and/or modify the prices, as well as discontinue or change the services offered with no prior notice. Receipt of your initial payment shall constitute your acceptance of these Terms and Policies and this Agreement. 

Pricing and Payment Terms

For Custom Design, Unless otherwise agreed, CLIENT will pay 50% of the Design Price up acceptance of this agreement, 50% upon completion of the website or within 8 weeks from 1st payment, whichever comes first. (Refer to Completion Date Below.) If CLIENT has not secured a domain name and web hosting within 8 weeks, the website will be delivered to CLIENT on a diskette or via email attachment at CLIENTs  request when full payment has been made. If CLIENT does not deliver all of the content pages required for the completion of the website within the 8 week time period, CLIENT will pay the final payment and SURFSMART agrees to add the content to the website upon delivery.

For Style Layout Designs, CLIENT will pay full amount at the time acceptance of this agreement unless other payment arrangements have been made. Other payment options are only available to CLIENTs who host their website on SURFSMART’s Servers in which case, the Hosting Payment Terms will apply.

All payments must be in US dollars. A bounced check fee of $40.00 will be applied to all bad checks.

Search Engine Optimization and Submissions will not be performed by SURFSMART until final payment is made.

SURFSMART works closely with our CLIENTs to complete the website in a timely manner. SURFSMART agrees to have Website Design completed within 8 weeks from the date of this agreement if all content (text and if applicable, logos and graphics) is provided to SURFSMART within the first 4 weeks. If CLIENT does not provide SURFSMART with the content in a timely manner preventing completion of the site in 8 weeks time, CLIENT will pay any remaining balance due on the Website Design amount at that time. SURFSMART will add the content at a later time when CLIENT  delivers it.

SURFSMART reserves the right to assign this project or parts of this project to outside agents or subcontractors to insure the project is completed accurately and in a timely manner.

Confidentiality and Non-Disclosure

SURFSMART recognizes and acknowledges that this Agreement creates a confidential relationship between SURFSMART and CLIENT and SURFSMART will not disclose to any third party or use other than for the purposes of this Agreement any knowledge or information imparted to or obtained by it during or in connection with the fulfillment of this Agreement which is collectively referred to as "Confidential Information" relating to the business, equipment, processes relating to the equipment, the products, services, process or business strategies offered or employed by the CLIENT.

This obligation of confidence will cease to apply in relation to information that SURFSMART is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by SURFSMART of its obligations of confidence under this Agreement.

SURFSMART will make minor changes to the content submitted upon review of the final draft by the CLIENT. Substantial changes and complete text changes that are not due to any error on SURFSMART’s part will be billed at the rate of $50 per hour.

a) COPYRIGHT. Copyright to the finished website produced by SURFSMART is owned by SURFSMART and/or SURFSMART’s partners or subcontractors. 

b) ASSIGNABILITY. Upon final payment of this contract, CLIENT is assigned rights to use the website design, graphics, and text contained in the website on a single domain. CLIENT may not sub-license, assign, or transfer this license to anyone else without SURFSMART's prior written consent.

c) OWNERSHIP. Rights to photos, graphics, source code, style layouts, and computer programs are specifically not transferred to CLIENT, and remain the property of their respective owners. 

d) SURFSMART and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

e) MODIFICATIONS. CLIENT is authorized to make any necessary modifications to the finished design and/or products to fit their purposes.

f) UNAUTHORIZED USE. CLIENT may not place any of SURFSMART's products, modified or unmodified, on a diskette, CD, website or any other medium and offer them for redistribution or resale of any kind without prior written consent from SURFSMART.

CLIENT represents to SURFSMART and unconditionally guarantees that any elements of graphics, photos, drawings, designs, other artwork, trademarks, text and/or descriptive language, or other intellectual property rights delivered to SURFSMART for inclusion on CLIENT's Website or placed on CLIENT's website by CLIENT, are owned by CLIENT, or that CLIENT has permission from the rightful owner to use each of these elements. CLIENT agrees to indemnify and hold harmless SURFSMART, it’s officers, directors, employees, subcontractors, partners, agents and any third parties from any litigation or claim arising from infringement brought against CLIENT with respect to the use of such elements furnished by CLIENT.

Due to the relatively newness of the Internet, policies, laws, taxes and tariffs may change. CLIENT agrees that CLIENT is solely responsible for complying with such laws, taxes, and tariffs, and will indemnify and hold harmless SURFSMART and its subcontractors from any claim, suit, penalty, tax, or tariff arising from CLIENT's exercise of Internet electronic commerce.

Because of the complexity of the internet and the many circumstances outside SURFSMART's control, CLIENT agrees to indemnify and hold harmless SURFSMART and it's partners and subcontractors any CLIENT damages resulting from, or related to, unlawful internet activities that may effect CLIENT website that are beyond SURFSMART's control.

SURFSMART will not be held responsible for any CLIENT damages resulting from, or related to, any failure or delay in providing access to CLIENT's website under this agreement. 

SURFSMART products are provided "as is" without warranty of any kind, either expressed or implied. In no event shall SURFSMART be liable for any damages including, but not limited to, direct, indirect, special, incidental or consequential damages or other losses arising out of the use of or inability to use SURFSMART's products.

SURFSMART does not guarantee or warrant that the functions contained in CLIENT's website will meet CLIENT's exact requirements or that the operation of the website will be uninterrupted or error-free. In no event will SURFSMART be liable to CLIENT or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate CLIENT's website, even if SURFSMART has been advised of the possibility of such damages.

If, at and time, CLIENT feels that SURFSMART has performed improperly under this agreement, SURFSMART will, at CLIENT ’s request, cancel this agreement. Under no circumstances will SURFSMART’s liability exceed a refund of one month’s hosting fees to CLIENT .

CLIENT is fully responsible for any litigation due to participation in communications which are deemed threatening, obscene, defamatory or otherwise unlawful. A CLIENT partaking in these types of activities will have their service immediately canceled and will be held responsible for any losses, expenses, and time SURFSMART incurs because of such actions.

This agreement shall be construed and enforced in accordance with the laws of the State of Florida without regard to its conflicts of laws provisions, and venue for any action to enforce or interpret this Agreement shall lie in Lake County, Florida. CLIENT,  upon initial payment for service, warrants that he or she has read and accepts the terms of this agreement and is authorized to execute this Agreement.

Last Revision July 2004.

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