You (hereafter known as “Client”) are engaging with Ahani Design/Palm Canyon Wellness Group, LLC (hereafter known as “Designer”) for the purpose of website and online services (hereafter known as “Project.”)
Designer is an independent contractor, not an employee of Client or any entity affiliated with Client. This Agreement does not create a partnership or joint venture. Designer and the work product or Project shall not be deemed a work for hire as defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
Proposals, Offers and Agreement
Any proposal or offer, whether in writing or verbal, is effective for thirty (30) days after presentation to client. If an agreement is not reached within that time frame, the proposal or offer may be changed, amended or revoked. Agreement and these Terms of Service are accepted by Client upon initial payment or deposit from Client.
For Agreements of less than one thousand ($1,000) dollars, full payment is due prior to beginning of work unless other arrangements are made. For Agreements of more than one thousand ($1,000) dollars, a 50% deposit is due prior to beginning of work with the balance due upon Project go-live.
Client will, within five (5) business days after Project go live, notify Designer via email of any corrections or changes needed to comply with specifications for Project and the Agreement. If no notification is given within five (5) business days after go-live, Project shall be deemed accepted.
From time to time, Designer may use subcontractors for work on Project.
Project may include a shopping cart, PayPal payment buttons or other means to enable sale of goods or services. Client understands that e-commerce data and security requires special considerations and Client acknowledges that credit card providers, banks, and credit card processing companies implement and require specific policies in conjunction with their cards and services. Client shall be solely responsible for compliance with all policies, rules, regulations and procedures required by the credit card companies, banks, and/or processors including PCI requirements.
Third Party and Client Modification
Designer is not responsible for modifications, edits, additions or changes made to Project by Client or any third party.
Client agrees that it has certain responsibilities which include, but are not limited to:
- Domain registration, maintenance and expenses.
- Obtaining, maintaining and paying for appropriate and suitable hosting and email. Designer will load Project template on Client’s hosting service, but makes no guarantees as to hosting uptime or security. Designer does not provide hosting or email support and is not responsible for changes in hosting policies, procedures, security or services.
- Communicating Project needs in a timely manner.
- Providing all content including text, photos, graphics, video, designs, logos, copy, links and any other content needed in order to complete initial project as well as on an ongoing basis. Client represents and unconditionally guarantees that any content including text, photos, graphics, video, designs, logos, copy or any other content provided to Designer are owned by Client or that Client has obtained sufficient permission to use these elements. Client further agrees that all content complies with State and Federal law.
- All search engine submission and optimization. Designer does not guarantee listing, placement or rank with search engines.
- Site backup. Designer does not backup Project or Website and is not responsible for backup or restoration. It is strongly recommended that Client perform regular backup.
- Site security. Due to rapidly changing technology, Designer cannot guarantee site will be immune from security breaches and violations. Client is strongly advised to regularly update WordPress, Themes, Plugins and any other software in use as well as utilize strong passwords and other standard security practices.
- Site updates including, but not limited to, those from WordPress, Themes and Plugins.
- Proper installation and use of WordPress software, Themes, Plugins and other add-ons. Client understands and agrees that the nature of the Project, Website and Services is such that Client has the ability to make changes, additions and modifications. Designer cannot guarantee performance or integrity of any changes, additions or modifications done by Client. Further, Client understands that WordPress, Themes, Plugins and other components are developed and provided by third-party entities other than the Designer and Designer is not responsible for performance of these components and Designer cannot guarantee that they will operate in an error-free manner.
Disclaimer of Warranty; Limitation of Liability; Indemnification.
PROJECT, WEBSITE & SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND DESIGNER SPECIFICALLY DISCLAIMS ALL WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW. IN NO EVENT WILL DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE TO CLIENT UNDER ANY LEGAL THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF THE PROJECT, WEBSITE AND/OR SERVICES PROVIDED. CLIENT AGREES TO INDEMNIFY, DEFEND AND HOLD DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSSES, AND EXPENSES (INCLUDING COURT COSTS AND ATTORNEYS’ FEES), ARISING OUT OF CLIENT’S OR ANYONE ELSE’S USE OF THE PROJECT, WEBSITE AND/OR SERVICES PROVIDED BY DESIGNER. DESIGNER ASSUMES NO LIABILITY FOR, NOR RESPONSIBILITY UNDER, ANY THIRD PARTY WARRANTIES, IF APPLICABLE.
CLIENT HEREBY WAIVES ANY CLAIM CLIENT MAY HAVE AGAINST DESIGNER, SALESPERSONS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND WHATSOEVER CAUSED BY THE PROJECT, WEBSITE OR SERVICES OR BY ANY DEFECT THEREIN, THE USE OR MAINTENANCE THEREOF, OR ANY SERVICING OR ADJUSTMENT THERETO. CLIENT FURTHER AGREES THAT DESIGNER, SALESPERSONS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS WILL NOT BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM LOSS OF USE OF THE PROJECT, WEBSITE OR SERVICES, LOST OR CORRUPTED DATA, THEFT OF DATA, LOST CONTENT, LOST PROFITS, LOSS OF USE, LOSS OF GOODWILL OR FOR ANY CLAIM OR DEMAND AGAINST THE CUSTOMER BY ANY OTHER PARTY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DESIGNER’S LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEE PAID BY CLIENT FOR THE PROJECT, WEBSITE OR SERVICES.
Designer does not warrant that Project, Website or Services will meet the Client’s requirements or expectations or that operation and/or use will be uninterrupted or error-free.
Designer shall not be deemed in breech of this agreement if unable to complete any portion due to fire, earthquake, flood, act of God, labor dispute or public enemy, incapacity of Designer, local, state, federal or international law, government order or regulation or any other event beyond control of Designer.
Governing Law and Dispute Resolution
This Agreement shall be in accordance with the laws of the state of Missouri and the United States of America. Both parties agree to attempt to resolve any dispute by negotiation between the parties prior to intervention of mediation, arbitration or court action. No action, regardless of form, may be brought by either party more than six (6) months after initial acceptance of Project.
If any provision or provisions of this Agreement shall be determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.