Article 1 – ENGAGEMENT OF SERVICES
The Client hereby engages the services of the Service Provider as a Website Developer, which will be rendered on a non-exclusive basis.

2. Subject to the terms and conditions of this Agreement, the Service Provider hereby agrees to render the services to Client, beginning on the Commencement Date and the Client agrees to pay the Fees as provided in the web development agreement.
3. In the provision of services, the Service Provider agrees to be subject to the general supervision of and act pursuant to the orders, and advice of the Client.

Article 2 – ASSENT AND ACCEPTANCE

4. By using the services, the Client warrants that he/she has read and reviewed this Agreement and agrees to be bound by it.

Article 3 – RELATIONSHIP

5. Nothing herein shall be taken to establish any partnership, joint venture, agency, or employment relationship between the Client and the Service Provider. The Service Provider is, and at all times will be an independent contractor to the Client.

ARTICLE 4 – ADDITIONAL SERVICES

6. In order to begin any additional services, such as projects that were not discussed and agreed upon previously by the parties, the Service Provider and Client must each agree and manifest their assent in writing for the additional services. The payment for additional services will be charged extra as decided between the parties.

Article 5 – INTELLECTUAL PROPERTY

7. In accordance with the terms and conditions of this Agreement, the Service Provider creates certain intellectual property (“Created IP”), in the form of the Website or any other intellectual property as required to render the services to the Client. Unless the Parties otherwise agree in writing, any such Created IP generated by the Service Provider in connection with the provision of services to the Client shall belong exclusively to the Service Provider.

Article 6 – COPYRIGHT

8. The Service Provider warrants that the Service Provider has all necessary rights required to grant the Client unconditional, and unlimited use of the Website to the Client subject to the required monthly payment to the Service Provider as decided and agreed in writing between the Client and the Service Provider.
9. The Service Provider owns all rights in and to the Website and retains all rights to the Website, which are not transferred herein, and retains all common law copyrights and all Federal copyrights which have been, or which may be, granted by the Copyright Act.
10. Unless the prior written approval of the Service Provider is obtained, the Client may not reproduce, modify, copy, sell, lease, or license the Website produced in any manner. The Client shall not use the Website for any purpose that is unlawful or prohibited by these Terms of the Agreement.

Article 7 – ACCEPTABLE USE

11. The Client agrees not to use the developed website and Services for any unlawful purpose or any purpose prohibited under law. The Client agrees not to use the Website or Services in any way that could damage the Website, Services, or general business of the Website.
12. The Client further agrees not to use the Website or Services to:

harass, abuse, or threaten others or otherwise violate any person’s legal rights;

1. violate any intellectual property rights of any third party;
2. upload or otherwise disseminate any offensive and illegal material;
3. perpetrate any fraud;
4. engage in or create any unlawful activity;
5. publish or distribute any obscene or defamatory material;
6. publish or distribute any material that incites violence, hate, or discrimination towards any group;
7. unlawfully gather information about others.

Article 8 – ASSUMPTION OF RISK

13. The Client acknowledges and agrees that your use or consumption of any of the services or products on the Website is at the Client’s own risk. The Service Provider does not assume responsibility or liability for any Services provided by you on the Website or any transactions made with your clients.

Article 9 – REVERSE ENGINEERING & SECURITY

14. The Client agrees not to undertake any of the following actions:

Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Website;

1. Violate the security of the Website through any unauthorized access, circumvention of encryption or other security tools, or data mining.

Article 10 – DATA LOSS

15. The Service Provider does not accept responsibility for the security of the Client’s content. The Client agrees that the use of the Website and its Services is at their own risk.

Article 11 – INDEMNIFICATION

16. The Client shall be solely responsible for any acts done based on the contents provided on the Website and be liable to indemnify the Service Provider its owners, directors, partners, employees, representatives, agents, and contractors, from and against all losses, damages, claims, suits, legal proceedings, and otherwise howsoever arising from or in connection with the use and contents of the website.
17. The Client agrees to defend and indemnify the Service Provider, its owners, directors, partners, employees, representatives, agents, and contractors, and hold harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to the Client’s use or misuse of the Website and breach of this Agreement, or their conduct or actions.

Article 12 – SERVICE INTERRUPTIONS

18. The Service Provider may need to interrupt the Client’s access to the Website to perform maintenance or emergency services on a scheduled or unscheduled basis. The Client agrees that access to the Website may be affected by unanticipated or unscheduled downtime, for any reason, but the Service Provider shall have no liability for any damage or loss caused as a result of such downtime.

Article 13 – WARRANTIES

19. The Client agrees that their use of the developed Website is at their sole and exclusive risk and that any Services provided by the Service Provider are on an “As Is” basis. The Service Provider hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Service Provider makes no warranties that the Website or its Services will meet the Client’s needs or that the Website or Services will be uninterrupted, error-free, or secure. The Client agrees that any damage or loss that may occur to the Client, through their use of the Website and its services is their sole responsibility and the Service Provider is not liable for any such damage or loss.

Article 14 – MISCELLANEOUS PROVISIONS

20. JURISDICTION: The Client agrees that the laws of the State of New Mexico, USA shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between the Client and the Service Provider, with the exception of its conflict of law provisions.
21. ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased, or otherwise transferred. The Service Provider’s rights and liabilities will bind and inure to any assignees, administrators, successors, and executors.
22. SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such conditions, the remainder of this Agreement shall continue in full force.
23. WAIVER: In the event that the Service Provider fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
24. HEADINGS: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
25. FORCE MAJEURE: The Service Provider will not be liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, and other acts which may be due to unforeseen circumstances.

This Web Developer Agreement (hereinafter the “Agreement”) dated on the date of checking user added products out.

BETWEEN:

Make Lots Foundation, a nonprofit organization, located at 2501 Michelle Court NE, Rio Ranco, NM 87144

(Hereinafter referred to as the “Developer”)

–And-

Client, located at the location from checkout information.

(Hereinafter referred to as the “Client”)

BACKGROUND

The Developer is a nonprofit organization having the goal of giving fledgling business owners a professionally designed website at a very low cost;

1. The Client desires to retain the services of the Developer as they have the necessary experience and abilities to provide the Web Development services to the Client and the Developer agrees to provide such services to the Client on the terms and conditions set out in this Contract.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Contract, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Developer (individually the “Party” and collectively the “Parties” to this Contract) agree as follows:

DEFINITIONS

In this Agreement the following terms will refer to the following definitions:

“Agreement” refers to this agreement including “Annexure A” attached to this Agreement;

“IP” refers to all Intellectual Property Rights in the Website including appearance, designs, graphics, source code, name, look and feel of the website, excluding the Intellectual Property Rights in the Third Party Materials;

“Development Services” refers to the designing, development, Testing, Deployment, hosting, and maintenance of the Website;

“Effective Date” refers to the date of execution of this Agreement;

“Annexure” refers to “Annexure A” containing the scope of work attached to this Agreement;

“Services” refers to any services that the Developer provides to the Client, or has an obligation to provide to the Client, under this Agreement;

“Website” refers to the Website ( see order information ) created by the Developer for the Client in the course of the provision of the Development Services;

“Term” refers to the time period of existence of this Agreement,

Article 1 – TERM

This Agreement shall come into force upon the Effective Date.

2. This Agreement shall continue in full force and effect until the on-time agreed-upon monthly payments by the Client to the Developer.

Article 2 – DEVELOPMENT SERVICES

3. The Developer shall provide Web Development and other related Services to the Client.

4. The Developer shall use all reasonable endeavors to ensure that the Development Services are provided in accordance with the scope of work set in the Annexure.

5. The Client acknowledges that due to the minimal fees charged by the Client for the development of the website, the IP of the website shall always remain the property of the Developer. The Developer hereby grants the Client an exclusive, revocable license to use the website for their business purposes.

6. The Client may not modify, sell, assign, license, or transfer the developed website to any third party without the prior written consent of the Developer.

7. The website may not be transferred to another host without the prior written consent of the Developer.

8. On and from the date of delivery of the website to the Client, the Developer shall retain full ownership of the website.

9. The ownership of the source code, appearance, designs, graphics, name, look and feel of the website shall remain with the Developer.

10. The assignment includes the right to bring proceedings in respect of past infringements of the assigned rights, and to recover damages or benefit from any other remedies in respect of any past infringements of the assigned rights.

Article 3 – CLIENT OBLIGATIONS

11. To the extent that the parties have agreed otherwise in writing, the Client must provide to the Developer, or procure for the Developer, such cooperation, support, advice, and information as are reasonably necessary to enable the Developer to perform its obligations under this Agreement.

Article 4 – PAYMENTS

12. The Client shall pay an initial amount agreed upon on checkout for web development as the fees of the Developer in accordance with this agreement.

13. The Client hereby agrees to pay a monthly payment stated on checkout page as a hosting fee to retain access to the website and for the website to remain visible.

14. The monthly hosting fees shall be payable once every month starting on the day of checkout.

15. The Developer shall issue invoices for the Charges to the Client.

16. The Client must pay the Charges to the Developer upon the issue of an invoice.

17. The Client will pay the Charges by direct bank transfer using such payment details as notified by the Developer to the Client or any feasible mode of payment to which both parties agree.

18. The Client must retain all the receipts of the payments to the Developer. Each of the parties to this agreement shall be responsible to pay their own applicable taxes.

19. In the event of any due payments from the Client, the Client may lose access to the website.

Article 5 – WARRANTIES

20. The Developer warrants to the Client that:

1. The Developer has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;

1. The Developer will comply with all applicable legal and regulatory requirements applying to the exercise of the Developer’s rights and the fulfillment of the Developer’s obligations under this Agreement; and

1. The Developer has or has access to all necessary know-how, expertise, and experience to perform its obligations under this Agreement;

1. The website as provided will conform in all material respects to the scope of work and Specifications provided by the Client;

1. The website will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware, and other malicious programs; and

1. The website shall incorporate security features reflecting the requirements of good industry practice.

21. The Developer warrants to the Client that the website when used by the Client in accordance with this Agreement will not breach any applicable laws.

22. The Developer warrants to the Client that the website, when used by the Client in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person or entity in any jurisdiction and under any applicable law.

23. Both of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

Article 6 – LIMITATIONS AND EXCLUSIONS OF LIABILITY

24. Nothing in this Agreement will:

1. Limit or exclude any liability for fraud or fraudulent misrepresentation;

1. Limit any liabilities in any way that is not permitted under applicable law; or

1. Exclude any liabilities that may not be excluded under applicable law.

25. The limitations and exclusions of liability set out in this Clause or elsewhere in this Agreement will govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort including negligence and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.