- Website Design Services

Terms & Conditions

Last updated: January 25, 2022

Web Design Services Agreement

an individual (the "Owner") and Kendall Development, a Florida Corporation (the "Developer").

RECITALS

The Owner operates a business related to website ownership. The Developer specializes in designing websites. The Owner seeks to hire the Developer as an independent contractor to design their website.

The Developer agrees to undertake the design of the website in accordance with the terms and conditions outlined in this agreement.

The parties, therefore, agree as follows:

1. Engagement of Services

(a) Engagement

The Owner retains the Developer to provide the services described in Exhibit A ("Services").
The Owner, upon accepting the proposal and paying the first invoice, confirms their consent that all proposed tools, strategies, and subsequent actions align with their best business interests.

(b) Services

Without limiting the scope outlined in Exhibit A, the Developer agrees to:

Perform the Services listed in Exhibit A. In case of any conflict between this agreement and Exhibit A, the terms of this agreement will prevail.
Dedicate sufficient time, energy, and effort to perform the Services efficiently and in a timely manner.
Carry out the Services in a safe, professional, and workmanlike manner using properly trained and skilled personnel, along with adequate equipment in good condition.
Provide all necessary tools, equipment, and supplies required to perform the Services.
Ensure that all materials and equipment provided to personnel are of good, merchantable quality, unless otherwise agreed upon by the Owner.
Deliver services and end products that meet the Owner's satisfaction and are free of defects.
Send progress updates via email, as outlined in Exhibit A, to allow the Owner to track the website's development.
Grant the Owner access to the WIX platform as needed.
Reserve the option to prioritize tasks listed in Exhibit A based on the Developer's expertise and judgment, ensuring the Owner's best interests are served.

(c) Legal Compliance

The Developer shall perform all services in compliance with prevailing industry standards and applicable laws, rules, and regulations. The Developer will secure all necessary permits or permissions required for compliance in the state of Florida.

(d) Owner's Obligations

The Owner agrees to:

Make timely payments to the Developer as specified in Exhibit A.
Inform the Developer of any procedural changes affecting their obligations under this agreement at least 30 days in advance via email.
Provide initial information, website access, and supply all requested website content within 10 days of receiving a request from the Developer via email.
Pay any fees associated with third-party services in accordance with the payment schedule outlined in Exhibit A.
Bear the cost of any upgrades to systems, software, or hardware necessary for supporting website operations.
Provide access to the WIX platform or any other platform selected by the Developer.
The Owner is responsible for conducting prior research to ensure that the tools, strategies, and actions proposed by the Developer align with the Owner’s business interests, goals, and objectives.
Owner has an obligation to review and accept the terms and conditions of the Service prior to payment.

2. TERM AND TERMINATION

(a) Term
This agreement becomes effective on the date specified in the first paid invoice by the Owner issued by the Developer. It will remain in effect until the Services are satisfactorily completed and the Developer is paid in full, unless terminated earlier as outlined in subsection 2(b) or canceled by the Owner (the "Term").

(b) Termination
This agreement may be terminated as follows:

By either party with 30 days' written notice, with or without cause.
By either party for a material breach of the agreement if the breach is not remedied after written notice is provided.
By the Owner at any time, without prior notice, if the Developer:
- Fails or refuses to comply with the Owner's written policies or reasonable directives, or
- Engages in serious misconduct while performing under this agreement.
By the Developer after three unsuccessful attempts by the payment system to charge the Owner fees as set forth in Exhibit A.
By the Developer if the Owner requests activities that the Developer deems ineffective or inadequate and likely to result in the failure of the project.
By the Developer if the Owner fails to provide requested feedback or materials within 30 days of the email request, delaying the progress or completion of the website.

The Owner must compensate the Developer for all Services rendered up to the termination date, with payment due within 30 days of the termination.
No compensation will be owed for work initiated after the termination date.
Within 15 days of the termination date, the Developer must deliver all intellectual property developed under this agreement to the Owner.

3. Compensation

(a) Payment Terms:
The Owner shall compensate the Developer as outlined in Exhibit A, including any fees related to required third-party services.

(b) Non-Payment Conditions:
The Developer will not be eligible for payment under the following circumstances:

If payment is prohibited by applicable laws, regulations, or policies;
If the Developer fails to directly perform or complete the Services outlined in Exhibit A;
If the Services provided differ from those agreed upon; or
If Services are performed after the termination or expiration of the agreement’s Term, unless explicitly agreed upon in writing.

(d) Expenses:
The Developer is solely responsible for any ordinary and necessary expenses incurred during the performance of this agreement.

(e) Payment Assurance:
The Owner remains obligated to pay the Developer under this agreement, regardless of circumstances such as vacation, sick leave, retirement, health issues, or disability.

4. Nature of Relationship; Inventions

(a) Independent Contractor Status

The relationship between the parties under this agreement is solely that of independent contractors. Nothing in this agreement creates a joint venture, partnership, agency, employer-employee, or similar relationship. Neither party may bind or create obligations on behalf of the other, nor take any action that implies such authority.
The Developer retains full control over how the Services are performed, including the methods, details, and timing of execution. The Developer or their staff will handle the Services independently, without the Owner being required to hire, supervise, or compensate any additional personnel. The Developer is also responsible for providing their own insurance coverage.

(b) Inventions Retained and Licensed

A list of all intellectual property created by the Developer prior to this agreement (referred to as "Prior Inventions") is attached as Exhibit B. These inventions belong to the Developer unless expressly assigned to the Owner under this agreement. If no such list is provided, the Developer affirms that no Prior Inventions exist.
If revealing a Prior Invention would violate a confidentiality agreement, the Developer shall identify its name, its owner(s), and a reason for nondisclosure in Exhibit B.
Should the Developer incorporate a Prior Invention into an Owner product, process, or machine during the course of providing Services, the Owner will automatically be granted a perpetual, nonexclusive, royalty-free, worldwide license to use that Prior Invention in connection with the relevant product, process, or machine.

(c) Owner Inventions

Any work, product, document, report, or other material created by the Developer as a result of the Services (collectively referred to as "Owner Inventions") will be the exclusive property of the Owner. The Developer waives any rights or claims to these works, including copyrights.
Owner Inventions are expressly considered "works made-for-hire" as defined under the United States Copyright Act, granting the Owner full authorship and ownership of all associated copyrights.

(d) Disclosure of Owner Inventions

The Developer must promptly disclose in writing to the Owner any Owner Inventions they create, whether individually or in collaboration with others, during the course of performing the Services.

(e) Assignment of Owner Inventions

In cases where Owner Inventions are not legally recognized as "works made-for-hire," the Developer proactively assigns all intellectual property rights, including copyrights and publishing rights, to the Owner. This encompasses the right to reproduce, distribute, and exploit the Owner Inventions across all existing and future formats or media channels.

5. Confidential Information

(a) Confidentiality
During the Term of this agreement, the Developer may access or receive certain information from the Owner that is designated as confidential or, due to the nature of its disclosure, should reasonably be treated as confidential ("Confidential Information"). This information includes but is not limited to details about the Owner's business (current or proposed), financial statements, budgets, projections, customer data, intended customers, employees, products, software, specifications, manuals, analyses, strategies, marketing plans, and business plans. Confidential Information may be shared verbally, in writing, through drawings, or other mediums.

The Developer is obligated to:

Treat all Confidential Information as strictly confidential.
Avoid sharing or disclosing it to any third party.
Use it only to fulfill obligations outlined in this agreement.
Exercise care and diligence to prevent unauthorized access, use, or disclosure of such information.

(b) Exceptions
The aforementioned obligations of confidentiality do not apply to information that:

Becomes Publicly Available:
Information that is or becomes publicly available through no fault of the Developer and without violation of this agreement.
Known to the Developer Prior to Disclosure:
Information already in the Developer’s possession on a non-confidential basis before being disclosed by the Owner, provided that:
- Source Authorization: The source was not bound by a confidentiality agreement or any legal, contractual, fiduciary, or other restrictions preventing transmission of the information.
- Notification: The Developer promptly notifies the Owner in writing of such prior possession:
* Before the effective date of this agreement, or
* Immediately upon becoming aware of any prior possession during the agreement term.
Legally Compelled Disclosure:
Information that the Developer is required to disclose due to legal obligations (e.g., subpoenas, regulatory requirements, or investigatory demands). In such cases:
- The Developer must promptly notify the Owner of the request before disclosing the information, allowing the Owner to seek protective measures.
- The Developer should assist the Owner in obtaining protective orders or other remedies.
- If protective measures cannot be obtained, the Developer may disclose the legally required portion of Confidential Information, provided that:
* Disclosure is limited only to the required portion.
* The Developer seeks reliable assurances that confidential treatment will be applied to the disclosed information.
Independently Developed:
Information independently developed by the Developer without reliance on or breach of this agreement.

Maintain strict confidentiality of the Owner's Confidential Information.
Use the information only for the benefit of the Owner as outlined in this agreement.
Avoid disclosing the Confidential Information to any third party without prior written authorization from the Owner.

(d) Remedy
For any breach of confidentiality by the Developer, monetary damages will be limited to the amount paid by the Owner for the Developer's services under this agreement.

6. Maintenance

Requesting Maintenance
Maintenance services must be agreed upon and paid for in advance. The Developer will schedule the work based on availability and the agreed-upon terms.

Rates
Maintenance is billed at the Developer's standard hourly rate, which ranges from $85 to $300 depending on the complexity of the task. Rates and additional terms are outlined in Exhibit A.

7. Service Warranty

(a) Performance
The Developer affirms they will apply their expertise and experience to deliver the best possible outcomes for the Website Design.

However, the Developer cannot guarantee specific results due to frequent changes in design platforms, search engine algorithms and online platform behaviors, which are beyond their control. Additionally, the Developer is not responsible for failures or issues stemming from third-party apps, software, design platforms, or search engine updates that are suggested or used.

In the event of a failure, the Developer will make reasonable efforts to assist and guide the Owner in resolving these issues. However, the Developer is not liable for the success, resolution, or any subsequent failure of these design platforms, third-party platforms, software, or tools.

(b) Access Removal
Upon termination or cancellation of the service, the Developer will remove all access to the Website and associated accounts. After this point, the Developer will no longer have the ability to make changes or manage the Website or other connected platforms.

The WIX site built as part of this project will be owned by Reagan Wireless. Once the project is completed, full control of the website and account will reside with Reagan Wireless. The site will be associated with and managed under a Reagan Wireless account.

8. Timing and Delays

The Developer will promptly notify the Owner of any anticipated delays in the delivery schedule, along with the remedial actions being taken to ensure the Website is completed as planned. If a delivery deadline is missed, the Developer has up to 30 business days to deliver without penalty.

If the delay is caused by the Owner’s actions or inaction, the Developer will provide written notice outlining the issue. Work on the Website will pause until the Owner resolves the cause of the delay and provides written confirmation of the resolution.

The Developer reserves the right to reject, continue, or cancel the project if no feedback or communication is received from the Owner within 30 days.

9. Intellectual Property

(a) No Intellectual Property Infringement by Developer

The Developer assures that the creation and use of the Website by the Owner or any third party do not and will not infringe on any trademark, copyright, patent, trade secret, industrial design, or other third-party rights. Additionally, the Developer has not received any notice, complaint, or claim alleging such infringement. The Website will not engage in activities that constitute "passing off." If any part of the Website is determined to infringe upon a third party's rights, the Developer will obtain the necessary license or consent to permit its use.

(b) No Intellectual Property Infringement by Owner

The Owner guarantees that all text, graphics, photos, designs, upgrades, optimizations, trademarks, or other materials provided to the Developer for inclusion in the Website are either owned by the Owner or used with proper permission. The Owner agrees to indemnify the Developer and its subcontractors against any liability, including legal fees and court costs, arising from claims or disputes related to the use of these materials.

(c) Continuing Ownership of Existing Trademarks

The Developer recognizes that the Owner retains full ownership of all service marks, trademarks, and trade names associated with their business. The Developer agrees not to engage in any activity that could contest, dispute, diminish, or impair the Owner’s rights to these assets. Furthermore, the Developer will not attempt to claim, acquire, or register ownership of any of the Owner’s trademarks, nor create similar marks that could cause confusion.

Upon termination of this agreement, the Developer will immediately cease using all of the Owner’s trademarks, service marks, and trade names.

10. Authorship Credit

The Developer may include a byline and link at the bottom of the Website to indicate authorship. This credit is agreed upon payment of first invoice by both the Owner and the Developer. The Owner may request its removal at any time through a written notice, and the Developer must comply within 60 days of written notice.

11. Other Activities

During the term of this agreement, the Developer is free to engage in other independent contracting activities, provided they do not create a conflict of interest or prejudice this agreement.

12. Return of Property

Within 60 days of the agreement's expiration or early termination, the Developer must return all physical materials, documents, and property or deleting Owner-related products, samples, models, reports, summaries, digital files, and other materials obtained during the course of the Developer's work with the Owner. The Developer may not retain any copies, notes, or reproductions.

All files, records, documents, blueprints, specifications, media lists, original artwork, creative works, notebooks, and similar materials related to the Owner's business—whether created by the Developer or others—remain the exclusive property of the Owner.

13. Indemnification

(a) Developer's Indemnification of the Owner

The Developer agrees to indemnify and hold the Owner harmless from any damages, liabilities, expenses, claims, or judgments incurred by the Owner, up to the total amount paid by the Owner for the requested service. This indemnification covers:

The Developer's negligence or willful misconduct in the performance of obligations under this agreement.
The Developer's breach of any obligations or representations outlined in this agreement.

(b) Owner's Indemnification of the Developer

The Owner agrees to indemnify and hold the Developer harmless from any claims, damages, or liabilities incurred by the Developer resulting from:

The Owner's operation of its business.
The Owner's breach or alleged breach of, or failure to perform under, any agreement to which the Owner is a party.
The Owner's breach of any obligations or representations under this agreement.

14. Force Majeure

A party will not be held in breach or default, nor liable to the other party, for any delay or failure to fulfill its obligations under this agreement caused by events beyond its reasonable control ("Force Majeure Events"). These events include, but are not limited to, fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar circumstances.

If a Force Majeure Event occurs, the affected party must:

Promptly notify the other party of the event and its impact on performance under this agreement.
Make reasonable efforts to address the effects of the event and fulfill its obligations under the agreement to the extent possible.

15. Governing Law

(a) Applicable Law

This agreement will be governed by the laws of the state of Florida, excluding its conflict-of-law provisions.

(b) Jurisdiction

Both parties agree to submit to the personal jurisdiction of the state and federal courts located in West Palm Beach, Florida.

16. Amendments

No amendment to this agreement shall be valid unless it is documented in writing and signed by the parties involved.

17. Assignment and Delegation

(a) Assignment Restrictions

Neither party may assign its rights under this agreement without the prior written consent of the other party. Voluntary assignments of rights are strictly subject to this limitation.

(b) Delegation Restrictions

The Developer may not delegate any obligations under this agreement without the prior written consent of the Owner.

(c) Invalid Assignments or Delegations

Any assignment or delegation made in violation of this section is void and unenforceable.

18. Counterparts and Electronic Signatures

(a) Counterparts

This agreement may be signed in multiple counterparts, each treated as an original. Together, they form one unified agreement.

(b) Agreement Acceptance

By paying the invoice as outlined in the Invoice Legal Terms, the parties accept this agreement, its related documents, and any ancillary agreements. No physical or electronic signature is required, as the Owner has an obligation to review and accept the terms and conditions of the Service prior to payment.

19. Severability

If any provision of this agreement is found to be invalid, illegal, or unenforceable for any reason, the remaining provisions will remain fully effective and enforceable. The agreement will be interpreted as if the invalid, illegal, or unenforceable provision had never been included, unless its removal causes a significant change that makes fulfilling the agreement's intended transactions unreasonable.

20. Notice

(a) Written Communication and Delivery Methods

Any notice, request, demand, or communication required or allowed under this agreement must be provided in writing. Acceptable delivery methods include:

Email
Registered or certified mail (postage prepaid, with return receipt requested)
A nationally recognized overnight courier (fees prepaid)

(b) Address for Notices

Notices must be addressed to the appropriate party as follows:

If to the Developer:
Kendall Development
2202 Landings Blvd
Greenacres, FL 33413
Email: kendalldevt@gmail.com

21. Waiver

A waiver of any breach, failure, condition, right, or remedy under this agreement is only valid if it is made in writing and signed by the waiving party. Such a waiver shall not be interpreted as a waiver of any other breach, failure, right, or remedy, whether similar or different, unless explicitly stated in the written waiver. Additionally, no waiver is considered ongoing unless specified in the written document.

22. Entire Agreement

This agreement, including its terms and conditions, represents the final and complete understanding between the parties regarding its subject matter. It supersedes and replaces all prior and contemporaneous communications, negotiations, and agreements related to the same subject.

The terms of this agreement cannot be explained, supplemented, or modified by evidence of trade practices or prior dealings. Neither party has entered into this agreement based on any statement, representation, warranty, or agreement made by the other party that is not expressly included in this document.

Furthermore, except as explicitly stated herein, there are no conditions precedent to the effectiveness of this agreement.

23. Headings

The section and subsection headings in this agreement are provided for convenience only. They do not impact the construction or interpretation of the agreement.

Exhibit A

Specification Sheet

Required Elements
The web design services will include the following:
(a) The website service outlined on the "Paid Invoice" or described in the "Deliverable" section of this agreement.

About Revisions

The Owner assumes full responsibility for any design failure resulting from requested revisions or changes that deviate from the Developer's recommendations. All revision requests must be submitted in writing. While the Developer will make every effort to implement these changes promptly, they cannot guarantee the effectiveness of revisions that conflict with their proposed scope of work.

If the requested revisions fall outside the scope of this agreement, the Owner will be required to pay any additional fees specified by the Developer.

Name: Kendall Development

Phone number: (786) 281-5646

Email: kendalldevt@gmail.com