Contract and Terms for Website creation

Contract and Terms

In order for us to begin work on your website, you must agree to the following terms & conditions. This is only a sample of the website design agreement and by clicking on the "I Accept" button at the bottom of the page, you are in No way obligated to EarthSong Graphics for Website Design. We will custymize your contract to your individual specs.

EARTHSONG GRAPHICS
WEB SITE DESIGN AGREEMENT

AGREEMENT as of__________, 1998, between _______________________, located at_________________________________________(hereinafter referred to as the "Client"), and EarthSong Graphics located at Rd. #1  Box 103, Dutch Valley Rd., Edmeston, NY  13335, with respect to the creation of web site design work (hereinafter referred to as the "Work").

ASSIGNMENT OF WORK: EarthSong Graphics reserves the right to assign other designers or subcontractors to the Work to ensure quality and on-time completion.

DUE DATES: EarthSong Graphics will make every effort to meet agreed upon due dates.  The Client should be aware that failure to submit required information or materials may cause subsequent delays in the production.  Client delays could result in significant delays in delivery of finished work.

GRANT OF RIGHTS: Upon receipt of full payment, EarthSong Graphics grants to the Client the following rights in the finished Work:

___ non-exclusive rights     ___exclusive rights.

RESERVATION OF RIGHTS: All rights not expressly granted hereunder are reserved to EarthSong Graphics, including but not limited to all rights in sketches, comps, original digital files or other preliminary materials.

ADDITIONAL USAGE: If Client wishes to make any additional uses of the work, Client agrees to seek permission from EarthSong Graphics and make such payments as are agreed to between the parties at that time.

PERMISSIONS AND RELEASES: The Client agrees to indemnify and hold harmless EarthSong Graphics against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Work at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.

PAYMENT: Payment shall be advanced to EarthSong Graphics in phases as follows. At the time of signing this Agreement, Client shall pay $____.00, which is one-third of the total site design fee. Upon approval of sketches and/or preliminary web visuals, Client shall pay $____.00, a further one-third of the total site design fee. On the date of EarthSong Graphics’ delivery of the final Work (site published on web and final set of corrections made), Client shall pay $____.00, the final one-third of the total site design fee. Late fees past thirty days will be charged at 1.5% per month.

OUT OF POCKET EXPENSES: Client shall be invoiced $____.00 and invoice shall be payable as received for all costs relating to domain name registration and website hosting. (these Out-of-Pocket expenses are detailed in the accompanying Proposal)  This can take up to six weeks and can potentially delay the implementation of your website.  Client also agrees to reimburse EarthSong Graphics for any of the following expenses necessary in completion of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone).  Expenses will be fully communicated to the client, before being incurred.

WEBSITE HOSTING: EarthSong Graphics is authorized to enter into contracts with third parties to carry out the purposes of this agreement, and shall be primarily liable to those parties for payment due there under. EarthSong Graphics shall exert a good faith effort to prevent any loss to Client resulting from failure of proper performance by those third parties, but EarthSong Graphics shall not be liable to Client by reason of any default of those third parties or other parties who are not EarthSong Graphics’ employees.  Server Space for the Hosting of Client’s Website will be secured with a third party Web Hosting Provider and shall be billed by and payable to EarthSong Graphics (as detailed in accompanying Proposal) on a quarterly basis.  Client agrees to pay (after initial Out-of-Pocket expenses) all subsequent Website Hosting invoices within 30 days of receipt of invoice.

IMPOSSIBILITY OF PERFORMANCE: Client acknowledges and agrees that EarthSong Graphics cannot guarantee the absence of service interruptions by the Web Hosting Provider caused by Acts of God or other circumstances beyond its control including, but not limited to, telecommunications problems, of the Internet backbone, of any Internet servers, of my or my customers' computers, or of my or my customers' Internet software.

FEES: Changes in client input or direction and resulting changes will be charged at $45./hour for HTML & production and $60./hr. for graphics and advanced programming.

ADDITIONAL SERVICES: Any work which the Client wishes EarthSong Graphics to create which is not detailed in the Proposal which accompanies this agreement will be considered an additional service. Such Work will be billed at the hourly rate stated above and will be added to the amount specified in the accompanying Proposal.  Before any Such Work is started additional charges will be fully communicated to the client, before being incurred.

CLIENT’S ROLE AND COMMITMENT: Client shall supply, in a timely manner to ensure timely completion of Work, all copy, all graphics and photos and a list of keywords to be included in the “Meta” tags, etc.

CANCELLATION: In the event that Work is postponed or cancelled at the request of the Client, EarthSong Graphics shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of the Client's notification to stop work. In the event of cancellation, the Client shall also pay any expenses incurred by EarthSong Graphics and EarthSong Graphics shall own all rights to the Work. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

REVISIONS: EarthSong Graphics shall be given the first opportunity to make revisions requested by the Client. If the revisions are not due to any fault on the part of EarthSong Graphics , such work shall be billed at the hourly rate listed previously.

COPYRIGHT NOTICE: Copyright notice in EarthSong Graphics's name shall be published with the Work.  A link back to EarthSong Graphics Website shall also accompany this.

AUTHORSHIP CREDIT: Authorship credit in the name of EarthSong Graphics shall accompany the Work when it is reproduced. If the finished Work is used as a contribution to a magazine or for a book, authorship credit shall be given unless specified to the contrary in the preceding sentence.

OWNERSHIP AND RETURN OF WORK: The ownership of original artwork, including sketches and any other materials created in the process of making the finished Work, shall remain with EarthSong Graphics. All such artwork shall be returned to EarthSong Graphics by bonded messenger, air freight, or registered mail within thirty days of the Client's completing its use of the Work. The parties agree that the value of the original, finished Web Site Design Work is $_____.00.

CODE OF FAIR PRACTICE: The Client and EarthSong Graphics agree to comply with the provisions of the Code of Fair Practice, a copy of which may be obtained from the Joint Ethics Committee, P.O. Box 179, Grand Central Station, New York, New York, 10017.

ARBITRATION: Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator pursuant to the rules of the
the American Arbitration Association. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney's fees and legal interest on any award or judgment in favor of EarthSong Graphics.

On receipt of a signed agreement and initial payment or shortly thereafter, EarthSong Graphics will request the Client’s choices of domain names and invoice Client for Out-of-Pocket Expenses involved in setting up domain name and Website Hosting. This can potentially take up to six weeks and can delay the implementation of your website. The importance of setting up domain name and Website Hosting to realizing a set schedule has already been stressed.  A Flow chart will be drawn up, detailing site structure and navigation, based on the information and images provided by client.  Rough sketches of page layouts and graphical treatment will also be submitted to Client for approval (these will be based on further discussion of corporate colors and/or preferences).  All preliminary sketches and flow chart layouts will require a signature of approval, before any actual HTML coding will begin.  A “working” site will then be coded with “rough” graphics in place, changes and corrections will be made at this time and once approved the finished site we be uploaded to the Web Host Provider, with one last time for final corrections.  Once the final corrections are completed the finished site will be deemed “live” and final payment will be due net 30 days.  1.5% finance charge per month will be added per month after 30 days.

The undersigned agrees to the terms of this agreement on behalf of his or her organization or business. No responsibility will be accepted for digital or photocopied signatures.

On behalf of the Client:

____________________________________________ Date __________

On behalf of EarthSong Graphics:

____________________________________________ Date __________