AGREEMENT FOR WEBSITE
This Agreement (“Agreement”) to create a Web Content Accessibility Guidelines (“WCAG”) 2.0 AA Compliant Website (“Website”) is made between Belvedere Marketing Group, LLC dba Local Search for Dentists, a Texas limited liability company (“LSFD”) and [Entity] and [Individual] purchasing the website from localsearchfordentists.com/ada (collectively, “Company”).
1. Scope of Work. LSFD will perform all deliverables as listed in Exhibit A to construct a “best efforts” WCAG 2.0 AA Website for Company’s use during the term of this Agreement, which has a 12-month minimum commitment (“Minimum Term”). LSFD will use guidelines set forth by the Center for Persons with Disabilities of Utah State University and their Web Accessibility in Mind Initiative at <http://wave.webaim.org/>. If Company timely provides information for a preexisting website, LSFD will attempt to modify existing content. Otherwise, LSFD will use publicly available information to create a “best efforts” Website with a domain purchased and maintained by LSFD through GoDaddy.com. Company agrees to comply with terms and conditions for GoDaddy.com’s webhosting service, which should be reviewed by going to this link https://www.godaddy.com/agreements/ShowDoc.aspx?pageid=hosting_sa
2. Only LSFD may make and approve changes to the Website during the term of this Agreement. Company agrees that the Website may not comply with WCAG 2.0 AA if Company makes unauthorized changes to the Website or hosting. Company may request to make Website changes or have changes made using LSFD change order forms.
3. Payment. Company authorizes LSFD to bill the provided credit card and/or credit card(s) on file a non-refundable setup fee of $997.00, plus monthly fees of $197.00 starting 30 days after receipt of the setup fee and continuing for the duration of this Agreement. Company agrees to pay all fees for the entire Minimum Term (12 months). Company further agrees to pay for fees for 60 days after any cancellation form is received by LSFD, as outlined below, and services will be rendered throughout the final day of payment. If Company breaches this Agreement during the Minimum Term, including by failing to make any payment, Company agrees to pay LSFD 90% of the remaining amount owed under the entire Minimum Term within 10 days. Company waives any rights to refunds and credits.
4. Termination. If Company breaches this Agreement, including by failing to make any payment, LSFD may (1) “lock out” or deactivate the Website until the breach is cured, and (2) terminate this Agreement with no notice to Company. Either party may terminate this Agreement by providing 60 days’ written notice of cancellation, provided that Company is required to satisfy payments for the Minimum Term and Company must use LSFD’s cancellation form and deliver it via parcel to 611 S. Congress Ave. #310 Austin, TX 78704 or by fax to (510) 201-6529, and termination will be effective 60 days after the cancellation form is received by LSFD; Company will owe monthly fees for 60 days after LSFD receives a compliant cancellation form. LSFD will not accept other forms of cancellation, including via email or phone. Upon termination, LSFD will not replace any Website files with any previous or future template or content. Company is solely responsible for replacing its Website and/or content after termination. Provisions in paragraphs 2, 4-10 will survive termination.
5. Intellectual Property. Company will retain all rights, title, and interest in any proprietary content, including any preexisting domains, videos, images, and files, provided by Company to LSFD. LSFD will retain all rights, title, and interest in any materials and content not provided by Company, including any constructed Website and templates, provided that Company will have a limited use license for the Website during this Agreement.
6. Disclaimers. TO THE MAXIMUM EXTENT PERMITTED, LSFD DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OPERATION OF THE WEBSITE MAY NOT BE UNINTERRUPTED OR ERROR FREE. COMPANY ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ALL HARMS, WHETHER TO COMPANY OR ANY THIRD PARTY, REGARDING THE WEBSITE. LSFD is not familiar with the legal aspects of Company’s business, nor is LSFD an attorney. LSFD will use best efforts to construct a Website compliant with WCAG 2.0 AA. This Agreement should be amended if there are updated legal standards for website compliance under the Americans with Disabilities Act (“ADA”). LSFD does not guarantee against third-party claims, including under the ADA or other laws regarding website legal compliance.
7. Limitation of Liability. LSFD SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ATTORNEY’S FEES, LOST PROFITS, REVENUES, REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA, OR LOSS OR DAMAGES RESULTING FROM USE OF OR RELIANCE ON INFORMATION OR MATERIALS PROVIDED BY COMPANY, COMPANY’S CONDUCT, INCLUDING ANY UNAUTHORIZED CHANGES TO THE WEBSITE OR FAILURE TO PROVIDE INFORMATION, OR GODADDY.COM OR OTHER HOSTING SERVICES.
8. Indemnity. Company agrees to defend, indemnify, and hold harmless LSFD and its agents from and against any third-party claims related to the Website, including for any interruptions, loss of data, outages, or hosting issues that GoDaddy.com hosting or the Website may experience, and for any claims against LSFD under the ADA or other laws regarding website legal compliance.
9. Claims, Jurisdiction. This Agreement will be governed by and construed in accordance with Texas laws without regard to conflict of law principles. COMPANY AND LSFD WAIVE ANY RIGHTS TO A JURY TRIAL AND CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN TRAVIS COUNTY, TEXAS. ANY CLAIMS RELATING TO COMPANY’S PAYMENT OBLIGATIONS SHALL BE RESOLVED IN A COURT IN TRAVIS COUNTY, TEXAS. FOR ALL OTHER CLAIMS, INCLUDING FOR INDEMNITY, CONTRIBUTION, OR NEGLIGENCE, THE PARTIES AGREE NOT TO SUE EACH OTHER AND TO RESOLVE ALL DISPUTES BY BINDING ARBITRATION IN TRAVIS COUNTRY, TEXAS; PROVIDED HOWEVER THAT LSFD MAY SEEK IMMEDIATE INJUNCTIVE RELIEF FOR ANY BREACH.
10. Miscellaneous. The parties each represent and warrant that they are the sole and lawful owners of all rights, title, interest, and other matter in this Agreement and are legally qualified to enter into contracts. This Agreement is not assignable or transferable, except with prior written consent of the other party. Notwithstanding, this Agreement will be binding upon, and will inure to the benefit of, Company’s successors and assigns. LSFD reserves the right to disclose any personal information if required by law, in response to a subpoena, court order, or other valid process, to cooperate in a law enforcement investigation, or when LSFD in its sole discretion believes disclosure is necessary to protect property or other rights of LSFD, third parties, or the public. This Agreement creates no agency, partnership, joint venture, or employee-employer relationship between Company and LSFD. All parties had the opportunity to be represented by counsel for this Agreement, which will not be construed against the drafter. This Agreement constitutes the entire agreement between Company and LSFD concerning these matters and supersedes any prior and contemporaneous understandings and agreements. Waiver and amendment are not effective unless in a signed writing by both parties. If any part of this Agreement is held unenforceable, and the remaining parts will remain in full effect to the maximum extent permitted by law and to fulfill the parties’ intent.
EXHIBIT A: Deliverables
- One (1) Web Content Accessibility Guidelines (WCAG) 2.0 AA Compliant Website during the Agreement
- LSFD will purchase and maintain hosting for the Website, administered by third-party provider, GoDaddy.com, whose terms and hosting agreement should be reviewed and agreed to going to this link
- Website will be mobile and tablet responsive
- Website Analytics installed by LSFD
- Social share website links from Facebook, Twitter, Google+, LinkedIn, and Email
- One (1) hour of Website development and maintenance per month, which may include:
- One (1) page addition per month and basic photo, content, or blog additions, removals, and/or replacements (Company will provide photos/content, or LSFD may provide for additional fees)
- Specials/coupons additions, removals, and/or replacements
- Contact updates (address, phone numbers, maps)
- Form troubleshooting
- Attorney Demand Letter – If you receive a demand letter from an attorney claiming Company’s website is not compliant with ADA accessibility standards LSFD will give you $450.00 towards Kronenberger and Rosenfeld LLP to combat the claim made against you. In order to exercise this deliverable, you must notify LSFD in writing within five (5) days of receiving demand letter.
Please contact LSFD with other reasonable requests.