Website Development & Hosting Agreement

"Alpha Version" means the first test system of Client's Website, which is tested on a computer that is not connected to the Internet.

"Agreement" means this written agreement between Company and Client.

"Beta Version" means the second test system of Client's Website, which is tested through the Internet by Client.

"Bug" means an error in the Website that causes repeated and repeatable malfunctions.

"Derivative Work" means any modifications made to any computer source code, object code, or HTML code.

"Domain Name" is the alpha-numeric name associated with Client's Website, Web pages or electronic mail.

"Hour" means one hour spent by one Company developer.

"HTML Code" means hypertext mark-up language, which is the language commonly used for developing the appearance of websites.

"Intellectual Property Rights" means: (a) Rights in any patent, copyright, trademark, trade dress, and trade name; (b) Related registrations and applications for registration; and (c) Trade secrets, know-how and goodwill.

"Internet" means the global computer network comprising interconnected networks using standard Protocols.

"Internet Service Provider" or "ISP" means an entity that enables the uploading and downloading of data between remote computers and the Internet.

"Project Manager" means one of Client's employees, as may be designated by Client from time to time, who shall be deemed as Client's liaison with Company.

"Protocols" means a set of rules that regulate the way data is transmitted between computers and includes the TCP/IP protocols.

"Web page" means each individual screen display contained in Client's Website and may consist of more than one data file.

"Website" means all Web pages and domain names associated with Client and its products or services, and which are stored on Company's server.

"Website Hosting Service Provider" or "Web host" means an entity that stores third-party websites on its server, receives or stores commands or data transmitted by Internet users, transmits web page data to users' Internet addresses, and performs related maintenance.

(a) Preliminary Specification Sheet. The Parties recognize that Client has previously provided to Company a specification sheet which graphically and textually illustrates all Web pages that Client wishes to incorporate into its Website, including images and graphics; the functionality Client desires between multiple Web pages, and the functionality Client desires between each Web page and users.

(b) Modified Specification Sheets. Company shall prepare a First Modified Specification Sheet by reviewing Client's Preliminary Specification Sheet, consulting with Client in order to make suggested changes and improvements. Client shall inspect Company's Modified Specification Sheet, and shall approve it, reject it or make additional changes. Company shall assist Client with the preparation of Modified Specification Sheets, and Client shall compensate Company at the rate of one hundred and fifty dollars ($150.00) per Hour. Client agrees not to take longer than seven days to accept, reject, or modify the specification sheet.

(c) Final Specification Sheet. When the Parties have inscribed any Modified Specification Sheet with the term "Final Specification Sheet," and the Parties have signed it, then Company shall undertake to develop the desired Website according to the specifications contained therein. Client hereby expressly represents that by signing the Final Specification Sheet, the specifications contained therein shall be deemed complete and accurate.

(a) Method. Company shall create the code underlying Client's Website in accordance with the Final Specification Sheet and Protocols.

(b) Project Management. The Parties recognize that Client's participation in all phases of the development of the Website is essential. As such, Project Manager shall use his/her best efforts to complete the project on schedule.

(c) Pre-Final Version Modifications. During the coding and testing process, Company or Client may propose modifications to Client's Website in writing. Any proposed modification shall be signed by both Parties prior to the performance of any work by Company on such proposed modification. Written modifications shall expressly include an additional amount of time, if any, for the development of Client's Website as a result of the accepted modifications.

(a) Alpha Version. Company shall provide an Alpha Version of Client's Website for Client's testing at Company's facilities within thirty (30) days after delivery of the Final Specification Sheet. Client shall perform complete testing of all aspects of the Alpha Version within ten (10) days after Company's provision of the Alpha Version. Client shall indicate its acceptance of the Alpha Version in writing, or Client shall make suggested, written modifications. CLIENT EXPRESSLY WAIVES ANY RIGHT TO REVOKE ACCEPTANCE.

(b) Beta Version. Company shall host on its Internet server the Beta Version of Client's Website for Client's testing over the Internet within fifteen (15) days after Client's acceptance of the Alpha Version. Client shall perform complete testing of all aspects of the Beta Version within ten (10) days. Client shall indicate its acceptance of the Beta Version in writing. CLIENT EXPRESSLY WAIVES ANY RIGHT TO REVOKE ACCEPTANCE.

(c) Final Version. Company shall deliver Client's completed Website within ten (10) days after Client's Final Acceptance of the Beta Version.

(a) Method. After Final Acceptance, Client may desire to modify the Website in order to fix Bugs, to conform to the Final Specification Sheet, or to enhance its appeal. Client shall submit its desired modifications in writing to Company.

(b) Time. For a period of two (2) to twelve (12) months following Final Acceptance, Company shall make necessary and reasonable modifications to Client's Website.

(c) Additional Fees. Where Client's desired post-Final Acceptance modifications are to fix Bugs, Company shall provide up to three (3) Hours of development time at no additional charge. Additional development work shall be performed by Company, and Client shall pay Company one hundred and fifty dollars ($150.00) per Hour of additional development time. Where Client's desired post-Final Acceptance modifications are to cause its Website to deviate from the Final Specification Sheet ("Improvements"), Company shall provide up to three (3) Hours of development time at no additional charge.

(d) Company Not Liable for Caching. Client expressly recognizes that some ISPs may continue to cache unmodified versions of Client's Website after modifications or Improvements are made, and Client expressly agrees to indemnify and hold Company harmless for any damages caused by such caching.

(a) Company's Retained Rights. The Parties expressly recognize that the Website is not a "work made for hire," that Company is an independent contractor, and that Company is not an employee, partner, joint author or joint venturer of Client. Company shall be deemed the sole author and owner of all code, graphics and data, and their attendant Intellectual Property Rights, that are incorporated into the Website. Company hereby grants, assigns and otherwise transfers non-exclusively and in perpetuity to Client, its successors and its assigns, the right to reproduce the Website, to prepare derivative works therefrom, to publicly perform or to publicly display the Website.

(b) Client's Retained Rights. Client shall be deemed the author and owner of Client's Domain Name and its attendant Intellectual Property Rights; Client's uniform resource locator, if any, and its attendant Intellectual Property Rights; and any graphics or data provided by Client that are incorporated into the Website.

(a) Scope of Service. In addition to Website development services, Company shall manage Client's Google Business Profile, which includes but is not limited to: (1) Initial optimization and setup of Client's Google Business Profile; (2) Regular monitoring and updating of business information, hours, and services; (3) Responding to customer reviews on behalf of Client (with Client's prior approval of response content); (4) Posting photos, events, and promotional content as appropriate; (5) Providing Client with monthly analytics reports regarding Profile performance.

(b) Client Responsibilities. Client shall provide Company with: (1) Accurate business information necessary for Profile management; (2) Timely notification of any business changes that would affect Profile information; (3) Necessary access credentials to Client's Google Business Profile; (4) Prompt review and approval of review responses drafted by Company.

(c) Ownership. Client shall retain full ownership of the Google Business Profile. Company's role is limited to management and optimization of the Profile on Client's behalf.

Company confirms and warrants that:

3.1. Company's Power to Enter Agreement. Company has the right to enter into this Agreement and to grant the rights granted in it.

3.2. Company's Good Faith Performance. Company shall, in good faith, comply with the terms of this Agreement.

3.3. Website Design. (a) Company is the sole creator of any Websites designed by Company, except for those graphics and data supplied by Client, and that neither Company's work nor entering into this agreement will impair or violate anyone else's Intellectual Property Rights. (b) The Website shall be prepared in a workmanlike manner, and the Website will function in conjunction with properly configured web browsers including, but not limited to, Chrome, Safari, Edge, and Firefox.

Company shall not be liable for delays or defaults in furnishing goods or services hereunder, if such delays or defaults are due to:

• Acts of God or of a public enemy
• Acts of the United States or any state or political subdivision thereof
• Fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes
• Embargoes, epidemics or quarantine restrictions
• Shortage of goods, labor strikes, slowdowns, differences with workmen or labor stoppages of any kind
• Delays of supplier or delay of transportation for any reason
• Causes beyond the control of Company including, but not limited to, breakdown or failure of machinery or equipment, or delay in Client reporting problems or furnishing information or materials

(a) No Cause. Company reserves the right to terminate any and all services to Client for no cause and without any reason upon thirty (30) days' notice. If the Company terminates the Agreement prior to the Client's delivery of the Final Specification Sheet, Company shall fully refund the Design Fee paid to Company. If Company terminates the Agreement after Client's delivery of the Final Specification Sheet but prior to Final Acceptance, Client shall be entitled to a pro-rata refund of the Design Fee.

(b) Cause. Company reserves the right to cancel this Agreement and terminate any and all services to Client immediately, and without prior notice, in the event that Client fails to fulfill any material obligation contained in this Agreement. COMPANY RESERVES THE RIGHT TO USE SELF-HELP TO THE GREATEST EXTENT PERMITTED UNDER THE LAW, INCLUDING, BUT NOT LIMITED TO, ELECTRONIC REMEDIES.

(c) Refunds. Under no circumstances will Client be entitled to a refund of payments made; provided, however, that the Company reserves to itself the sole and exclusive discretion to provide refunds to Clients on a case-by-case basis.

(a) Fees Owed to Company. After termination by any party for any reason, Company shall retain the right to recover all accrued charges due and owing by Client to Company through the date of termination, and Client agrees that it waives any right it may have against Company to offset fees payable by Client to Company.

(b) Client's Continued Indemnification. Client's indemnification of Company shall survive any termination of this Agreement.

The Parties recognize that each shall come into possession of information that comprises valuable trade secrets and other confidential information ("Confidential Information") which is owned by the disclosing Party. Both Parties expressly recognize that Confidential Information is being conveyed to them under conditions of confidentiality, and agree that they shall not disclose Confidential Information to any third party during the term of this Agreement, and for a period of two (2) years following the termination or expiration of this Agreement.

The Parties agree to keep Confidential Information in strict confidence and only use the disclosing Party's Confidential Information for purposes of performing its obligations under this Agreement, and shall not otherwise use the information for its own benefit or for the benefit of any third party. The receiving Party shall treat the Confidential Information with at least the degree of care and protection with which it treats its own proprietary and confidential information of a like nature, but in any event with no less than reasonable care and protection.

Each Party warrants that it shall use all commercially reasonable efforts to ensure that the storage and transmission of Confidential Information and any electronic communications will be secure, including use of user identification and access controls, industry standard firewalls, virus protection programs, and encryption techniques when Confidential Information is transmitted through the Internet.

Company shall provide server resources, storage, and bandwidth sufficient for the ordinary operation of Client's Website, together with the specific services described in the hosting plan Client selects. Depending on plan, Hosting Services may include TLS/SSL certificate provisioning and renewal, content delivery network access, uptime monitoring, application and plugin updates, vulnerability scanning, malware monitoring and remediation, caching configuration, a staging environment, and periodic backups.

Excluded Services. Hosting Services do not include mailbox or email hosting; domain name registration or renewal fees; paid plugin, theme, or third-party software licenses; content creation or editing; search engine optimization; or design and development work, except to the extent expressly included in Client's plan or separately agreed in writing. Company may, at Client's request, configure third-party email services (such as Google Workspace or Microsoft 365) on Client's behalf, but Company does not host or warrant Client's email service.

Resource Limits. Hosting Services are provided for ordinary business website use. Company may impose reasonable limits on storage, bandwidth, database size, and processor consumption, and may require Client to upgrade to a higher-tier plan where Client's usage materially exceeds the resources ordinarily associated with Client's plan. Company shall provide notice before requiring any such upgrade.

Hosting Services are sold on either an annual or a monthly term, as selected by Client. Annual terms are billed in full in advance for the twelve (12) month period. Monthly terms are billed in advance each month and may be cancelled effective at the end of the then-current monthly billing period.

No Pro-Rata Refund. Fees for annual terms are non-refundable. Where Client cancels Hosting Services, or where Company terminates Hosting Services for Client's breach, before the end of a prepaid annual term, Client shall not be entitled to a refund or credit for the unused portion of that term. Company reserves to itself the sole and exclusive discretion to provide refunds on a case-by-case basis.

Renewal. Hosting Services renew automatically for successive terms of equal length unless either Party gives notice of non-renewal at least thirty (30) days before the end of the then-current term. Company shall provide Client notice of an upcoming annual renewal, and of any change in fees, at least thirty (30) days in advance. Fee changes take effect at the start of the next term and never mid-term.

Migration Fee. Where Client engages Company to transfer an existing website onto Company's Hosting Services, a one-time migration fee applies as quoted. Company shall notify Client before commencing work where a website's size or complexity warrants a fee above the standard quoted amount.

Company shall use commercially reasonable efforts to keep Client's Website available and to restore service promptly following any interruption. Company does not warrant uninterrupted or error-free availability and makes no guarantee of any specific uptime percentage. Client acknowledges that the Internet and the underlying infrastructure on which Hosting Services depend are outside Company's complete control.

Scheduled Maintenance. Company may perform scheduled maintenance that temporarily interrupts Hosting Services. Company shall endeavor to perform such maintenance outside ordinary business hours and to give Client advance notice where the interruption is expected to be material.

Support. Company shall respond to non-emergency support requests within one (1) business day. Company's ordinary support hours are Monday through Friday, excluding holidays. Interruptions affecting the availability of Client's Website are monitored on a continuous basis and are addressed as a priority, subject to this Section 19.3.

Updates. Where Client's plan includes application, plugin, or theme updates, Company shall apply such updates on a regular schedule and may test them in a staging environment before applying them to the live Website. Client acknowledges that third-party software updates may introduce defects or incompatibilities notwithstanding such testing, and that Company's obligation in such event is to remediate the affected Website with reasonable promptness.

Where Client's plan includes backups, Company shall maintain backups of Client's Website files and database on a nightly basis, stored separately from the primary server, with a retention period of thirty (30) days unless a longer period is specified in Client's plan. Company shall periodically verify that backups can be restored.

Not a Substitute for Client's Own Records. Backups are provided as an operational convenience and as a disaster-recovery measure. They are not an archival service and are not a substitute for Client maintaining its own copies of any content, media, records, or data that Client considers material to its business. Company shall not be liable for the loss, corruption, or unavailability of any backup, or for any inability to restore Client's Website to a particular point in time.

Client shall not use, or permit any third party to use, Hosting Services to: (a) store, transmit, or link to any material that is unlawful, defamatory, obscene, or that infringes the intellectual property or privacy rights of any person; (b) send unsolicited bulk commercial email or any other form of spam; (c) distribute malware, engage in phishing, or attempt to gain unauthorized access to any system or network; (d) operate an open mail relay, proxy, or anonymization service; (e) engage in cryptocurrency mining, file-sharing distribution, or any activity that consumes server resources disproportionately; or (f) resell Hosting Services to any third party without Company's prior written consent.

Suspension for Violation. Where Company reasonably believes Client's use violates this Section, threatens the security, stability, or lawful operation of Company's infrastructure, or exposes Company to liability, Company may suspend Hosting Services immediately and without prior notice. Company shall notify Client of any such suspension promptly and shall restore service upon the violation being cured, where cure is practicable.

Client shall: (a) maintain the confidentiality of all credentials issued to Client and promptly notify Company of any suspected compromise; (b) hold and pay for all licenses required by any paid plugin, theme, or third-party service used on Client's Website; (c) maintain registration of, and pay all fees associated with, Client's domain name, unless Company has expressly agreed in writing to manage the domain on Client's behalf; (d) ensure that all content Client supplies is lawful and that Client holds all necessary rights to it; and (e) provide Company with current billing and technical contact information.

Client Modifications. Where Client, or any party acting on Client's behalf other than Company, installs software, modifies code, or alters configuration on Client's Website, Company shall not be responsible for any resulting defect, vulnerability, degradation, or outage. Company shall remediate such issues at Client's request on a time-and-materials basis at Company's then-current rates, and shall advise Client that a matter falls outside Client's plan before undertaking billable work.

Where Client's plan includes malware monitoring and remediation, Company shall, upon discovering that Client's Website has been compromised, remove the malicious code, restore the Website from a clean backup where necessary, and apply available patches addressing the vector of compromise. Such remediation is included in Client's plan where the compromise arose from a vulnerability in software maintained by Company.

Where the compromise arose from a cause outside Company's control — including disclosure or reuse of Client's credentials, software installed by Client, or content supplied by Client — Company shall nonetheless undertake remediation at Client's request on a time-and-materials basis, and shall inform Client of the applicable charges in advance.

Company does not warrant that Client's Website cannot be compromised. No security measure is capable of preventing all attacks, and Client acknowledges that the risk of compromise cannot be eliminated.

Where any hosting fee remains unpaid ten (10) days after its due date, Company may suspend Hosting Services following written notice to Client. During suspension, Client's Website will be inaccessible to the public but Client's data shall be preserved.

Data Retention Following Termination. Company shall retain Client's Website files and database for thirty (30) days following termination or expiration of Hosting Services, during which period Client may request a complete export at no charge. After that period, Company may permanently delete Client's data and shall have no further obligation to retain or produce it. Company shall notify Client before any such deletion.

Either Party may terminate Hosting Services as provided in Section 19.2. Client's content, media, database, and any custom code Client has paid for remain Client's property, and Company shall provide Client a complete export of Client's Website in a standard, portable format at no charge upon request. Company shall not withhold Client's data as leverage in any billing dispute.

Where Client requests that Company perform the technical work of transferring Client's Website to another provider, or provide extended assistance to a successor provider, Company may charge for such work on a time-and-materials basis at its then-current rates.

In addition to and without limiting Article IV, Company's total aggregate liability arising out of or relating to Hosting Services, whether in contract, tort, or otherwise, shall not exceed the total hosting fees actually paid by Client to Company during the twelve (12) months immediately preceding the event giving rise to the claim.

In no event shall Company be liable for lost profits, lost sales, lost or corrupted data, loss of goodwill, business interruption, or any indirect, incidental, special, consequential, or punitive damages arising out of or relating to Hosting Services, including any such damages arising from downtime, security compromise, or the failure or unavailability of any backup, even where Company has been advised of the possibility of such damages.