Web Development Agreement (version 2.1)

Incipio, Inc.
1799 Akron-Peninsula Road, Suite #117
Akron, Ohio 44313
(330) 923-9703

The following agreement, entered into and dated as of the ____ day of ___________, between Incipio, Inc. as Provider and Client as named below:

(Client)           __________________________________________
(Address)       __________________________________________
                        __________________________________________

The following words used in context of this agreement are defined as follows:
"Provider": Incipio, Inc.
"Client": The person or entity that is applying for Development Services
The Provider agrees to provide, and Client agrees to receive the Development Services according to the following terms and conditions:

  1. Project and Duration.
    1. Client has agreed to and separately executed Exhibit A which specifies in more detail the specific project tasks and time frame of this Agreement.  Work not specified in Exhibit A is considered additional work and must be authorized by addendum to Exhibit A.  Exhibit A will specify a time frame for this Agreement.  Continued services beyond the specified date will require additional Exhibits to be appended to Exhibit A.
  2. Services and Products.
    1. Client agrees to use Provider’s services in a manner consistent with any and all applicable laws of the State of Ohio, the US Federal Government, as well as Client’s state of residence and those states served by Client.
    2. Use of any information obtained by way of Provider is at Client’s own risk, and Provider specifically denies any responsibility for the accuracy or quality of information obtained through its services.
    3. Provider is not responsible for any damages arising from Client’s use of Provider or by Client’s inability to use Provider’s services for any reason.
    4. While Provider shall make every reasonable effort to protect Client data, Provider is not responsible for Client’s data, files, or directories residing on Provider’s equipment.  Client is solely responsible for maintaining data, file, and back-up copies.
  3. Domain Registration.
    1. Should the Client wish to obtain any Domain Name registration with InterNIC or any registrar, Provider may provide this service.  Client authorizes Provider to register such a Domain Name on their behalf.  Client understands that the name of their choice may not be available and that any initial registration fees and ongoing maintenance fees to maintain the Domain Name are their full responsibility.
  4. Hardware, Equipment and Software.
    1. Client is responsible for and must provide all telephone, computer, hardware, and software equipment and services necessary to access the services.  Provider makes no representations, warranties or assurances that Client’s equipment will be compatible with Provider’s services.
  5. Internet Etiquette.
    1. Users of Internet and electronic forums should be considerate of the expectations and sensitivities of others on the network when posting material for electronic distribution.  The network resources may not be used to impersonate another person or misrepresent authorization to act on behalf of others or Provider.  All messages transmitted via Provider’s service should correctly identify the sender; users may not alter the attribution of origin in electronic mail messages or postings.  Users must not attempt to undermine the security or integrity of computing systems or networks and must not attempt to gain unauthorized access.
    2. Due to the public nature of the Internet, all information should be considered publicly accessible, and important or private information should be treated carefully.  Provider is not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network provider or its customers may utilize.
    3. Use of distribution lists to send unsolicited electronic mail or other electronic mailings (also known as SPAM) is strictly prohibited.  Provider reserves the right to deactivate Clients account(s) upon and indication of such activity.  Client hereby agrees to indemnify and hold harmless Provider from any claim resulting from Client’s or another party’s use of electronic mail service(s) on Client’s accounts.
  6. Payment.
    1. Client agrees to pay to Provider a non-refundable sum (Security Deposit specified in Exhibit A) upon signing this agreement to serve as a security deposit.  Provider shall hold such sum, without obligation of paying interest thereon, as a partial security for the full and faithful performance of all terms, covenants, and conditions of this Agreement.  Such security deposit shall be applied to Client’s final invoice provided that, as of such time, Client has faithfully complied with all terms, covenants, and conditions of this Agreement.  All remaining charges agreed upon and which may accrue shall be invoiced by Provider in accordance with the timetables set forth in Exhibit A or on a monthly basis (in the absence of terms detailed in Exhibit A) and will be due 10 days from the invoice date.  Should this Agreement be terminated under the conditions of the Termination section, the security deposit will not be returned. 
    2. Delinquent bills will be assessed a $50 charge if payment is not received within 10 days of the due date.  If an amount remains delinquent 30 days after its due date, a penalty of 15% APR will be assessed on a monthly basis.
    3. Provider reserves the right, in its sole discretion, to deactivate Clients account(s) upon indication of credit problems including delinquent payments.
    4. Should collection activities become necessary, Client agrees to pay all fees relating to said activity.
  7. Taxes.
    1. Provider shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made from Client or Client’s use of Provider’s services.  Client agrees to take full responsibility for all taxes and fees of any nature associated with such products sold, except Ohio State sales tax for Web Services provided by Provider when applicable.
  8. Subcontracting.
    1. Provider reserves the right to assign any portion of the work indicated in this Agreement to its Affiliates or Subcontractors.  Provider warrants that Client will be protected from any liability arising from these assignments.
  9. Trademarks and Copyrights.
    1. Client represents to Provider and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Provider for inclusion in web pages are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Provider from any claim or suit arising from the use of such elements furnished by client.
    2. Copyright to the assembled work of web pages produced by Provider is owned by Provider.  Upon final payment according to the terms set forth in this Agreement, Provider assigns this right to Client.  However, rights to any computer programs, photos, graphics, icons, and the like which are owned, created or furnished by Provider remain with Provider, its affiliates or respective owners who have granted such use to Provider.  Client may not use these products or items except for use on their web site as intended by Provider without the consent of their rightful owner.
  10. Termination.
    1. Either party, without cause, may terminate this Agreement by giving written notice to the other party.  Notwithstanding the above, Provider may terminate service under this Agreement at any time, without penalty, if Client fails to comply with the terms of this Agreement.
  11. Limited Liability
    1. Client expressly agrees that the use of Provider’s service is at Client’s sole risk.  Provider, its employees, affiliates, agents, third party information providers, merchants, licensors, or the like do not warrant that the products developed under this Agreement or services provided will meet the Client goals or objectives; nor that the access to these services will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of the Provider’s services or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through Provider’s services, unless otherwise expressly stated in this Agreement.
    2. CLIENT HEREBY AGREES THAT ANY MATERIALS SUBMITTED FOR PUBLICATION THROUGH CLIENT’S ACCOUNT(S) WILL NOT CONTAIN ANYTHING LEADING TO AN ABUSIVE OR UNETHICAL USE OF THE PROVIDER’S COMPUTER NETWORKS.  ABUSIVE AND UNETHEICAL MATERIALS AND USES INCLUDE, BUT AR NOT LIMITED TO, PORNOGRAPHY, OBSCENITY, NUDITY, VIOLATIONS OF PRIVACY, COMPUTER VIRUSES, ANY HARASSING AND HARMFUL MATERIAL OR USES, ANY ILLEGAL ACTIVITY, OR MATERIAL ADVOCATING ILLEGAL ACTIVITY, AND ANY INFRINGEMENT OF PRIVACY OR LIBEL.
    3. Client hereby agrees to indemnify and hold harmless the provider from any claim resulting from Client’s publication of material or use of those materials.  Provider may or may not give notice before deactivating the use of an account(s) which the Provider decides is an abusive or unethical use of, or a potentially illegal use of the account(s) or computer network(s).  Client hereby agrees to indemnify and hold harmless the provider for any claim resulting from the submission of illegal materials.
    4. Under no circumstances, including negligence, shall Provider, its officers, agents or anyone else involved in creating, producing or distributing Provider’s services be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Provider’s services; or that results from mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Provider’s records, programs or services.
    5. Not withstanding the above, Client’s exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement and any reasonable attorney’s fees and court costs.
  12. Indemnification.
    1. Client agrees that it shall defend, indemnify, save and hold Provider harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fees, (“Liabilities”) asserted against Provider, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employees or assigns.  Client agrees to defend, indemnify, save and hold Provider harmless against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with Provider’s services; any material supplied by Client infringing on the proprietary rights of a third party; copyright infringement and any defective product which Client sold through the Provider’s computer network.
  13. Litigation.
    1. This agreement is made and entered into in the state of Ohio and shall in all respect be interrupted, enforced, and governed by said state.  Any dispute of this contract shall be litigated or arbitrated in Summit County, Ohio.
  14. Age.
    1. Client certifies that he or she is at least 21 years of age.
  15. Signatures.
    1. The undersigned warrants that they have the authority to commit Client to this agreement and that they agree to all terms and conditions of this agreement and Exhibit A on behalf of their company as of the day and year first written above.  The parties hereto agree that facsimile signatures shall be as effective as if originals.

Client

Name and Title                     _______________________________
Authorized Signature          _______________________________
Date                                        ___________

Incipio, Inc.
Name and Title                     _______________________________
Authorized Signature          _______________________________
Date                                        ___________