WEBSITE DEVELOPMENT SERVICE AGREEMENT

WEBSITE DEVELOPMENT SERVICE AGREEMENT

BETWEEN

ONLINE IMPACT ORANIZATION

AND

“CLIENT”

WEBSITE DEVELOPMENT SERVICE AGREEMENT

This Website Development Service Agreement (“Agreement”) is made and entered into on _____________________ between Online Impact (hereby referred to as the “Developer”), and______________________________ (hereby referred to as “Client”) (collectively referred to as “parties”).

WHEREAS:

1. The Developer is an international service provider.
2. The Client is the proprietor of the business and/or company.
3. The Client is desirous of procuring the services of the Developer to design, develop, host a website (the “Website”), assist with digital marketing and create technology solutions.
4. The Developer now wishes to enter into this agreement with the Client.

Parties agree to the following terms and conditions and to be bound hereby:

1. Developer’s Responsibilities.  

The Developer agrees to; –

1. Design, develop and hold the Website per the specifications provided by the client.
2. Assist with digital marketing.
3. Create technology solutions for nonprofit organizations.

• Domain Name.  

The Website shall have the domain name designated by the Client (the “Domain Name”).  The Client shall register the Domain Name or, at the client’s option, and upon the client’s request, the Developer shall register the Domain Name on the Client’s behalf.  

• Fees.  

The Developer will provide the services under this Agreement completely free of costs for nonprofit organizations.

• Expenses.  

Except as expressly agreed otherwise in writing by the Client, the Developer shall bear all of its expenses arising from its performance of its obligations under this Agreement.  The Client shall have no obligation to provide office space, work facilities, equipment, clerical services, programming services, or the like.  

• Confidentiality.  

All the terms and conditions of this Agreement and any confidential information must be kept confidential unless disclosure is required under the process of law. 

Disclosing or using this information for any purpose beyond the scope of this Agreement, or beyond the exceptions set forth above, is expressly forbidden without the prior consent of the Parties.

The Parties agree that the confidentiality clause in this Agreement will remain active and in power even upon the termination of this Agreement.

• Ownership of Owner Content.  

The Developer acknowledges and agrees that all the client’s Content is a proprietary, original work of authorship of the Client, or licensed or assigned to the Client, and is protected under United States copyright, trademark, patent, and trade secret laws of general applicability.  

• Copyright Notices.  

The Developer shall include on the Website any copyright or other notices as requested by the Client.

• Indemnification. 

In performing services under this Agreement, the Developer agrees not to design, develop, or provide to Client any items, including any Deliverables, that infringe any patents, copyrights, trademarks, or other intellectual property rights, including trade secrets, privacy, or other rights of any person or entity.  

If the Developer becomes aware of any such possible infringement in the course of performing any work hereunder, the Developer shall immediately notify the Client in writing.

The Client hereby indemnifies the Developer on any liability in the instance that the website goes down and/or fails, for any content on the client’s website, if there are any security issues if anything happens to google ads, social media, any marketing assistance, etc.

• Independent Contractor.  

The Developer, in rendering performance under this Agreement, shall be deemed an independent contractor, and nothing contained herein shall be construed as constituting employment, joint venture, or partnership relationship between Developer and Client.  

1. Termination.  

The Client may, at its sole option, terminate this Agreement immediately upon written 180 days’ notice to the Developer.  Upon receipt of notice of such termination, the Developer shall be at liberty to delete and/or take down the website.

The Developer retains the right to terminate this agreement by taking down the website if any illicit content is found on the website.

1. Governing Law.  

This Agreement shall be governed by and construed in accordance with the laws of the state of Ohio.  

1. Conflict Resolution.

Should any conflicts arise related to this agreement, the Parties agree to negotiate between themselves and if the same fails, to seek a suitable resolution through a neutral arbitrator, whose ruling shall be considered final and binding on both parties.

1. Force Majeure

For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes,

but is not limited to, war, riots, civil disorder, earthquake, storm, flood, or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation, or any other

action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered as a breach of this agreement provided that the party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

1. No Assignment.  

The Developer may not assign or delegate, sublicense or otherwise transfer this Agreement, or its services to be performed or obligations under this Agreement.  

1. Waiver.  

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

1. Severability.   

If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause, or provision, and such invalid term, clause, or provision shall be deemed to be severed from the Agreement.

1. Integration.   

This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties, and is intended as a final expression of their Agreement.  

This Agreement shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.  This Agreement shall take precedence over any other documents which may conflict with this Agreement.

By signing below, the Parties hereby enter into a binding website development services agreement with one another.