Existing and new clients of WebCreate.com, LLC, are bound by the following Website Development Service Terms if not overridden by a separate Website Development Service Terms signed by the client and WebCreate.com, LLC.

Website Development Service Agreement

Website Development Service Agreement is automatically executed by Client upon Client's approval of the services and the costs as provided by WebCreate.com, LLC. An agreement can be in writing in form of a Website Development Service Agreement or via e-mails.

Compensation and Term

WebCreate.com shall be compensated as described in the provided “Website Development Estimate.” Any change in scope, up or down, shall be reflected in the final bill upon completion of the project. A down payment of 50% of the estimated total development cost to be paid to WebCreate.com at project commencement. The remaining 50% to be paid upon delivery of the project to Client. In case of work stoppage caused by a client for any reason, WebCreate.com, LLC will bill Client for the actual work performed up to the stopping point within 5 days from the project’s stopping point.

Term and Termination

Website Development Service Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:

  • becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
  • breaches any of its material responsibilities or obligations under the Website Development Service Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.

In the event of termination, Website Developer shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Website Developer or Website Developer’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any agreed upon additional costs incurred through and up to, the date of cancellation.

In the event of termination by Client and upon full payment of compensation as provided herein, Website Developer grants to Client such right and title as provided for in Schedule A of this Agreement with respect to the Work Product provided to, and accepted by Client as of the date of termination.

Upon expiration or termination of the Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

Client's Responsibility for the Accuracy and Reliability of Provided Materials

When a Client provides information, data, software, images, media, custom programming, etc. to WebCreate.com, LLC, the Client is solely responsible for those items.  WebCreate.com, LLC will assume that the items provided are only copies of the originals.  In the event of data loss, software corruption, unrecoverable information, or hardware failure, the Client will be solely responsible for providing new copies of the item(s) to WebCreate.com, LLC.  

 If items provided to WebCreate.com, LLC do not function correctly, require additional research to make them functional, or add extra billable hours to a project, the Client will be responsible for the hourly costs incurred in addition to the quoted project price.  WebCreate.com, LLC will notify the Client and wait for the Client’s approval prior to performing work outside the scope of the Website Development Estimate or Website Development Service Agreement.

If the Client decides not to correct the issues presented by WebCreate.com, LLC within three business days, the project delivery dates may be changed, the project may be cancelled under the terms of the cancellation policy listed above, or the project may be considered completed.

Content Provided by the Client to WebCreate.com, LLC or Content Published by the Client on the Website Hosted and/or Managed by WebCreate.com, LLC

As our Client you may submit video, illustrations, photographic and textual content, which are collectively referred to as Client Content. Whether or not such Client Content is published, Web Developer guarantees confidentiality with respect to any Client Content.

You shall be solely responsible for your own Client Content and the consequences of posting or publishing them. In connection with Client Content, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize Developer to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Client Content to enable inclusion and use of the Client Content in the manner contemplated by the website and these Website Development Service Terms.

In connection with Client Content, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Developer all of the license rights granted herein.

You agree to defend, indemnify and hold harmless WebCreate.com, LLC, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the web site produced and/or managed by Web Developer; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Client Content caused damage to a third party. This defense and indemnification obligation will survive these Website Development Service Terms and your use of the web site produced and/or hosted by WebCreate.com, LLC.

Ownership

As between the WebCreate.com, LLC and Client, WebCreate.com, LLC will at all times be and remain the sole and exclusive owner of the Developer Properties, defined herein as any property or tools used to make the website or website-related project (media, video, image, photo, script, software, app, formula).  Except as expressly authorized in this Agreement, Client will not copy, modify, distribute or transfer (by any means), display, sublicense, rent, reverse engineer, de-compile or disassemble the Developer Properties.

WebCreate.com, LLC shall retain all of its rights in its own proprietary information, including, without limitation, its methodologies and methods of analysis, ideas, concepts, expressions, know how, methods, techniques, skills, knowledge and experience possessed by WebCreate.com, LLC prior to, or acquired during the performance of this agreement and WebCreate.com, LLC shall not be restricted in any way with respect thereto.
WebCreate.com, LLC hereby grants to Client the exclusive, non-sublicenseable, perpetual, and worldwide right and license to use, reproduce and display the Work Product solely in connection as defined in this Website Development Service Agreement and in accordance with the various terms and conditions of this Website Development Service Agreement.

INTELLECTUAL PROPERTY. If either party (the "Indemnitee") promptly notifies the other (the "Indemnitor") in writing of a claim against Indemnitee that any of the Developer Properties or Client Properties infringes a presently existing proprietary right of a third party, and if Indemnitee specifies in such notice that the claim is based to any extent upon an alleged infringement by any portion of Indemnitor's properties, the Indemnitor, with respect to and the extent of the portion of the claim pertaining to the Indemnitor's properties, shall indemnify and defend such claim at its expense and pay any costs or damages, including any attorney's fees and/or expert witness or consulting fees, that may be incurred or finally awarded against the Indemnitee.

 

Last updated August 4, 2020