By submitting a payment online, you agree to these terms for all present and future work undertaken by Starter WP. Any changes to these payment terms must be made and accepted between you and Starter WP.
THIS WEBSITE DEVELOPMENT AGREEMENT (this "WDA") is entered into on March 23, 2022 (the "WDA Effective Date"), by and between Starter WP, Inc. ("Developer"), a Delaware Corporation whose principal business address is 1920 McKinney Ave, Floor 7, Dallas, Texas, and you ("Client"), with its principal place of business located as provided on the website order form. This WDA is effective until amended or canceled by either party, as provided below.
WHEREAS, Developer is engaged in the business of website development,
WHEREAS, the Client wishes to utilize the services of the Developer in connection with developing a WordPress website.
NOW, THEREFORE, the Client and the Developer (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
1. Scope of Work
The scope of services covered by this Agreement is as outlined on https://starterwp.com/pricing for the setup package selected by The Client. Only items included on this webpage are considered "In Scope" and covered by this agreement and pricing structure. Changes to the scope will be as outlined below.
2. Commencement of Services:
The Client's authorized representative, as named below, may engage the Developer by executing this Agreement through payment for the setup package.
3. Client's Responsibility
The Client understands that building a website platform is a collaborative effort requiring Starter WP and The Client to complete specific tasks on an established schedule for the project's timeline to remain intact. The Client's responsibilities are outlined in this Agreement.
Starter WP cannot be held responsible for delays to the project caused by The Client not completing specified tasks on schedule.
4. Browser Compatibility Warranty
Starter WP will only test the browser platforms with a significant market share. This includes Safari, Firefox, Chrome, and Edge. Currently, the most recent version minus one is supported. Typically, older browsers and newer browsers currently in beta will continue to display the website correctly, but their support is not warranted.
5. Project Schedule
The schedules provided are based on a best-case scenario that assumes that The Client will complete all responsibilities as outlined. Additionally, The Client is responsible for providing any necessary feedback within one business day.
The project will be developed and pass all QA testing within the timeframe provided on https://starterwp.com/pricing.
All deliverables included in the scope of work are outlined in the respective plan on https://starterwp.com/pricing. Any items not listed in the referenced section are not included in the project's scope.
7. Fee & Payment Terms
Payment is due at the time the work is requested. Work will not proceed until any previous invoice is paid.
The Client will pay all payments via credit card at https://starterwp.com. All fees are exclusive of any legally required tax, which will be added to any invoices.
The Client must maintain a valid credit card on file with Starter WP to facilitate recurring payment collection.
8. Default in payment
The Client shall assume responsibility for cost outlays by Starter WP in all collections of unpaid fees and legal fees necessitated by default in payment.
9. Fixed Fee Work
The fees and expenses shown are provided as a fixed fee and cover the established scope of the project only. Additional work may be requested and completed as part of a selected service but will require a signed change order. Starter WP shall obtain the Client's approval for any increases in fees or expenses that exceed the fixed fee schedule.
The Client shall reimburse Starter WP for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment, and shall advance Starter WP for payment of said expenses, including but not limited to Stock Photography, Artwork, third party services, or material needed for the project.
11. Progress Reports
A representative of Starter WP shall contact or meet with the Client on a mutually agreeable schedule to report all tasks completed, problems encountered and recommended changes related to the project. The representative shall inform the Client promptly by telephone or email upon discovery of any event or situation that may significantly delay the work's development. In addition, the Client may monitor work progress through a development server provided by Starter WP.
12. Internet Access
The monthly maintenance fee includes website hosting. The current price for which can be seen at https://starterwp.com/pricing
Payment for hosting services will be charged automatically to the Client's credit card on file.
The Client shall be responsible for making additional payments for changes in the original assignment requested by the Client. However, no extra charge shall be made for changes required to conform to the original scope of work. The Client shall offer Starter WP the first opportunity to provide a quote to make any changes.
15. Testing and Acceptance Procedures
Starter WP will make every good-faith effort to test all deliverables thoroughly and make all necessary corrections due to such testing before handing over the deliverables to the Client. Upon receipt of the deliverables, the Client shall either accept the deliverables or provide Starter WP with written notice of any corrections and a suggested date for completion, which should be mutually acceptable to both Starter WP and the Client.
Starter WP shall designate an account manager within 24 hours of placing the order. The Client shall designate the individual purchasing the setup service as the only designated person who will send and accept all deliverables and receive and make all communications between Starter WP and the Client. Neither party shall have any obligation to consider for approval or respond to materials submitted other than through the designated persons listed above. Each party has the right to change its designated person upon one day's notice to the other.
16. Service Level Agreement
Starter WP will return all calls from The Client within a half-day for all calls received on standard business days. In addition, Starter WP will reply to all emails from The Client within 24 hours, Monday through Friday.
Starter WP agrees to provide the Client with reasonable support and assistance to maintain and update the project on an ongoing basis. The current rate of continuing maintenance is available at https://starterwp.com/pricing.
Under the maintenance agreement, if the Client wishes to modify the delivered project, Starter WP shall be given the first option to provide a bid to perform such enhancements. This in no way means that The Client is under obligation to limit future bid opportunities for maintenance solely to Starter WP.
19. Confidential Information
Starter WP acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by the Client, including all materials containing said information, that is supplied by the Client to Starter WP or developed by Starter WP in the course of this project are to be considered confidential information. Information shall not be regarded as confidential if it is already publicly known through no act of Starter WP.
In the event of cancellation of this project, ownership of all copyrights and the original artwork shall be retained by Starter WP. The Client's initial payment shall be retained as a cancellation fee.
21. Ownership of project
Upon receipt of payment, all design files created for this project will be owned wholly by the Client.
All code built using standard WordPress functions or interfaces with WordPress is licensed under the GNU General Public License (GPL). You may view the full, current version of the GPL at HTTP:// www.gnu.org/licenses/gpl.html.
Any code developed to interface with the Client's proprietary systems or other 3rd-party closed source systems is not licensed under the GPL and will be owned wholly by the Client upon receipt of payment.
Any commercial code and API keys are granted to the Client under a non-transferable license for use only while the website is being hosted and maintained by Starter WP. Any unauthorized transfer of code, API keys, or licenses will result in additional charges billed to The Client's account equal to the current total purchase price of the commercial code or API access. These charges will be due immediately and charged to the Client's payment method on file.
22. Authorization to Use Client's Name and Logo
Starter WP may use The Client's name and logo in client listings. In addition, Starter WP may issue a press release announcing the relationship contemplated at this moment; The Client shall have the right to approve such press release before publication, which The Client shall not unreasonably withhold.
Upon completion of the project, Starter WP will supply The Client with a feedback survey. Upon submitting the survey, Starter WP may use comments from The Client in case studies and marketing materials. The Client shall have the right to approve such case studies and marketing materials before publication, which the Client shall not unreasonably withhold.
23. Force Majeure
A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, or labor disputes, embargoes, government orders or any other Force Majeure event.
24. Limitation of Liability
In no event will Starter WP be liable for any direct, indirect, consequential, incidental, special, exemplary, or punitive damages or liabilities whatsoever arising from or relating to the website, the website content, the website code, or this Agreement, whether based on contract, tort (including negligence), strict liability or other theory, even if Starter WP has been advised of the possibility of such damages.
In no event will Starter WP's liability exceed the project's total price. However, the existence of more than one claim will not enlarge or extend this limit.
The setup fee for the Client's website is non-refundable as significant work begins as soon as the order is placed.
26. Dispute Resolution
Any disputes arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator under the rules of the American Arbitration Association. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney's fees, and legal interest on any judgment award in favor of Starter WP. Whether brought by the Client or by Starter WP, all actions will be filed in Dallas County in the State of Texas.
The parties shall be independent contractors under this Agreement. Nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners. Neither this Agreement nor any work is assignable or transferable by The Client (and any attempt to do so shall be void); Starter WP may assign and transfer any rights and obligations. The provisions hereof are for the benefit of the parties only and not for any other person or entity.
Any notice, report, approval, authorization, Agreement, or consent required or permitted hereunder shall be in writing or by email; notices shall be sent to the address (physical or email) the applicable party has or may provide by message or, if there is no such address, the most recent address (physical or email) the party giving notice can locate using reasonable efforts.
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this arrangement shall otherwise remain in full force and effect and enforceable.
This Agreement shall be deemed to have been made in and shall be construed under the laws of the State of Texas and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act.
This Agreement and any other terms and conditions referenced herein are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancels all previous written and oral agreements and communications relating to the subject matter hereof; however, any pre-printed or standard terms of any purchase order, confirmation, or similar form, even if signed by the parties after the effectiveness hereof, shall have no force or effect. Any waivers by the parties concerning this Agreement must be made in writing. In the event of a conflict between this Agreement and proposal, and any Add-on Services Terms, the terms of this Agreement shall be superior. Each party's acceptance of this Agreement was and is expressly conditional upon the other's acceptance of the terms contained in the Agreement to the exclusion of all other terms.
28. Acceptance of terms
The action of completing the order form with payment for a website plan will constitute acceptance of these terms.
Work will begin promptly following the receipt of the order form.
Both parties warrant that they are capable of entering into a legally binding contract on behalf of their firm.
This contract is held accountable to the legal system of the United States of America and any applicable statutes held therein.