Professional Services Agreement

Last Revised: 4/17/2020

Please read this professional services terms of service agreement carefully, as it contains important information regarding your legal rights and remedies.

This Professional Services Agreement (this “Agreement”) is made and entered into by and between Easy Life, LLC, an Illinois limited liability company, d/b/a GoWeb1 (“GoWeb1”) and you (“Client”), and is made effective as of the date of your use of GoWeb1’s professional services or the date of electronic acceptance.

WHEREAS, GoWeb1 is a professional technology company that specializes in developing customized websites, and offers a variety of professional services, including, but not limited to, logo design, branding guideline development, print design, print fulfillment, tradeshow design, post-transaction customer surveys, domain name management, hosting, social media management, photography, e-newsletter design, SMS messaging solutions, SSL Certificates and search engine optimization (collectively, the “Professional Services”); and

WHEREAS, Client desires to retain certain Professional Services of GoWeb1 pursuant to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of mutual covenants and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Time for Payment. Unless otherwise agreed in writing, deposit is due in the amount of fifty percent (50%) of the any agreed-upon base fee upon Client’s formal acceptance of GoWeb1’s deliverables, and the remaining 50% of said base fee, plus any additional costs per the contract, shall become due once GoWeb1 has provided Client with its requested deliverable(s). A seven percent (7%) monthly service charge shall be payable on all overdue balances. The grant of any license, use of the Web site, or right of copy, and any other professional service deliverables is conditioned on receipt of full payment by GoWeb1. Should the project, through no fault of GoWeb1, become inactive or be delayed, or if Client becomes unresponsive or fails to provide timely feedback to GoWeb1 without prior advance notice for a period of at least ten (10) calendar days, GoWeb1 will send Client a bill for all work it has performed on behalf of Client as of that date, all sums then owed by Client shall immediately become due, and GoWeb1 will suspend any further work on the project from that point forward, pending subsequent communication from Client. Client expressly agrees to pay for all billable work performed by GoWeb1 on its behalf up to the date that GoWeb1 receives written notice of client’s intent to inactivate or delay the project or after ten (10) calendar days of Client being unresponsive to requests from GoWeb1.
2. Default in Payment. Client hereby agrees to assume full responsibility for any and all fees associated with the collection of any outstanding balance due under this contract including any and all court costs and legal fees expended by GoWeb1 to enforce its rights under this Agreement. Should Client default on any payment contemplated in this Agreement during its term, GoWeb1 reserves the right to suspend its Professional Services then-provided to Client until such time as any delinquent balance is paid in full. Client hereby waives, indemnifies and forever holds harmless GoWeb1 for any and all claims that arise or are in any way related to GoWeb1’s Professional Services during any such period of non-payment suspension.
3. Miscellaneous Expenses. Client shall reimburse GoWeb1 for all expenses that GoWeb1, in its sole discretion, deems to be necessary to perform its Professional Services (the “Miscellaneous Expenses”). By way of example, but not by limitation, the Miscellaneous Expenses envisioned in this paragraph include third party application licensing and applicable sales tax.
4. Internet Access. Client acknowledges that access to the World Wide Web will be provided to Client through a separate Internet Service Provider (“ISP”) who shall not be a party to this Agreement.
5. Client Notifications. GoWeb1 shall duly notify Client in the event that it encounters a problem during the performance of any Professional Service that it, in its sole discretion, deems necessary to bring to Client’s attention. Additionally, GoWeb1 shall inform Client promptly upon discovery of any event or problem that may significantly delay the rendering of its Professional Services on behalf of Client.
6. Changes or Revisions. GoWeb1 shall deliver to Client its requested Professional Services pursuant to Client’s written specifications and in accordance with the applicable terms specified in this Agreement. After said delivery, Client will be given two (2) opportunities to modify and/or alter GoWeb1’s initial deliverables – thereafter, any further modifications and/or alterations requested by Client will result in an added fee to accrue at the then-agreed upon hourly rate charged by GoWeb1 for its services.
7. Testing and Acceptance Procedures. GoWeb1 will make a good faith effort to test all deliverables and make all necessary corrections as a result of such testing prior to handing over the deliverables to Client. Upon receipt of the deliverables, Client shall either accept the deliverable and make the milestone payment set forth herein or provide GoWeb1 with written or e-mail notice of any corrections to be made. If Client and GoWeb1 agree on the changes, a new target completion date will be agreed upon. GoWeb1 and Client shall each designate one representative as the only designated persons who will send and accept all deliverables and receivables and make all communications between GoWeb1 and Client. Neither party shall have any obligation to consider for approval, nor respond to materials submitted, other than through the designated persons. Each party has the right to change its designated person upon two (2) days written notice to the other.
8. Website Warranty Period. Should Client retain GoWeb1’s services to publish a website on behalf of Client, GoWeb1 will provide Client reasonable technical support and assistance to maintain and update Client’s website on the Internet during the warranty period of five (5) business days after publishing the website to its final domain name (the “Initial Warranty Period”). Such assistance by GoWeb1 shall not exceed two (2) hours. Any work to be performed on behalf of Client during the Initial Warranty Period shall not include the development of enhancements of the originally-contracted project.
9. Website Maintenance and Hosting. After the expiration of the Initial Warranty Period, Client may opt to enter into a new agreement for website maintenance and hosting wherein GoWeb1 agrees to provide reasonable technical support and assistance to maintain and update the Client’s website for an agreed fee after the last day of the Initial Warranty Period. Subject to and contingent upon Client opting to utilize GoWeb1’s website maintenance and hosting services at the conclusion of the Initial Warranty Period, GoWeb1 will extend an additional warranty period of thirty (30) days (the “Extended Warranty Period”) in which GoWeb1 will provide Client reasonable technical support, not to exceed two (2) hours during the Extended Warranty Period. Client may authorize GoWeb1 to bill a valid debit or credit card of Client’s choosing on the same day of every month for payment of GoWeb1’s monthly hosting fees. Client’s website will be hosted on a shared server in a data center and will include monthly hosting fees at a minimum of $75 per month unless otherwise stated. Any such hosting agreement shall automatically renew every six (6) months, unless cancelled by Client upon at least thirty (30) days’ written notice to GoWeb1. There shall be no refunds for hosting cancelled by Client at any time during any six (6) month hosting agreement period. In the event that Client decides to host its website through a third-party provider, GoWeb1 will render up to two (2) hours of technical assistance to Client within five (5) business days from the conclusion of the Initial Warranty Period – up to and including communicating with the third-party host for diagnostic purposes. GoWeb1 expressly makes no representations or warranties as to the quality of services to be rendered by any such third-party host. In either event, GoWeb1 will only make Domain Name System (“DNS”) changes to domain names registered at GoWeb1 or godaddy.com. For domains registered elsewhere, Client is responsible for making any and all DNS changes to take their website live upon completion. GoWeb1 will provide Client with the appropriate “A” record information.
10. Software. GoWeb1 software is proprietary and GoWeb1 shall not sell any software to Client. GoWeb1 provides a system and services to Client to be used in furtherance of performing its Professional Services, and all software code shall remain on GoWeb1 servers at all times. At all times, any such software used by GoWeb1 remains the property of GoWeb1 and is not for resale by Client.
11. Disruption in Service. Client shall indemnify, defend, and hold harmless GoWeb1, its affiliates, officers, directors, employees, consultants, and agents from any and all third party claims, liability, damages, and/or costs (including, but not limited to, reasonable attorney fees) arising from or relating to network outages and/or down time of any of GoWeb1’s Professional Services.
12. Website Enhancements. Should Client wish to enhance its website, GoWeb1 shall be given the right of first refusal to perform any enhancements and/or changes thereto. GoWeb1 shall assume no responsibility for any errors and/or problems should Client attempt to perform any website enhancements on its own, and shall charge Client a fee of no less than one hundred seventy five dollars ($175.00) per hour spent to correct any problems caused thereby. Depending on the complexity of any such corrections to be performed by GoWeb1, GoWeb1 hereby reserves the right to increase its hourly fee whenever it deems the same to be reasonably necessary in its sole discretion. GoWeb1 makes no representation or warranty that it will be able to correct problems caused by Client’s unilateral attempt to enhance its own website.
13. Confidential Information. Client and GoWeb1 agree to disclose only Confidential Information that is required for the performance of the parties’ obligations under the Agreement. For purposes of this Agreement, the term "Confidential Information" means all information which is not generally known and which: (i) is obtained by GoWeb1 from Client or from any agent of Client, or which is learned, discovered, developed, conceived, originated, or prepared by GoWeb1 during the term of this agreement with client and (ii) relates directly to the business or assets of Client and which otherwise would not have been discoverable. The term "Confidential Information" shall include, but shall not be limited to, inventions, discoveries, trade secrets, know-how, computer software codes, designs, routines, algorithms, structures, and product information, research and development information, lists of clients and other information relating thereto, financial data and information, business plans, processes, and methodologies, and any other information regarding Client which Client informs GoWeb1, or which GoWeb1 should know by virtue of this agreement is to be kept confidential.
14. Password. GoWeb1 may provide a secure, password-protected manager dashboard from which Client may update, add to and remove items as well as retrieve orders placed. Client must keep its password private at all times. If Client’s password is compromised and Client cannot change it using the manager console, Client agrees to contact GoWeb1 immediately for a new password.
15. Breach. If Client is in breach of any provision of this Agreement, GoWeb1 reserves the right to terminate this Agreement immediately, and may exercise any and all of its rights to defend itself in the event that client makes any claim whatsoever against GoWeb1 in relation to this Agreement to or enforce the provisions of this Agreement.
16. Cancellation. Should this Agreement be cancelled by either party for whatever reason, ownership of any software created by GoWeb1 while rendering its Professional Services on behalf of Client, up to and including all copyrights and artwork related thereto, shall be retained by GoWeb1. If more than one-half (1/2) of the agreed-upon Professional Services have been substantially completed by GoWeb1 at the time of cancellation, Client will be billed a cancellation fee equal to the total amount of billable work completed at that point. Client hereby expressly agrees to pay the amount billed for all Professional Services performed by GoWeb1 in reliance on this Agreement prior to GoWeb1 either sending or receiving any notice of cancellation from Client.
17. Termination. GoWeb1 reserves the right to terminate this Agreement at any time and for any reason or no reason at all. If Client fails to comply with any of the material provisions of this Agreement, or of any specific instructions or demands made by GoWeb1 pursuant to performing the work described in this Agreement, or otherwise breaches any provision of this Agreement, GoWeb1 may immediately terminate this Agreement. Upon termination of this Agreement by any party, all amounts then billable and due, including any penalties or additional charges allowed for hereunder, shall become immediately due and owing by Client. If Client fails to pay all amounts due within the time frames required for payment as described herein, GoWeb1 may exercise any and all rights and remedies available to it at law or in equity to collect all such amounts owed.
18. Copy-Protection, Intellectual Property and Warranty of Originality. Client must make reasonable efforts to copy-protect all final Professional Services content that is the subject of this Agreement against duplication and/or alteration. Client hereby authorizes GoWeb1 to use all content and pictures gathered through Client in meetings, via phone conference, emails, texts, faxes, or other forms of communication to be used on GoWeb1’s own website. Client shall indemnify, defend, and hold harmless GoWeb1, its affiliates, officers, directors, employees, consultants, and agents from any and all third party claims, liability, damages, and/or costs (including, but not limited to, reasonable attorney fees) arising from or relating to the breach of any warranty, representation or covenant by GoWeb1, or anything in connection with this Agreement that infringes or violates any third party’s copyright, patent, trade secret, trademark, right of publicity or contains any defamatory content. GoWeb1 represents and warrants that, to the best of its knowledge, the Professional Services it performs hereunder are original, or that due consent has been properly obtained. GoWeb1 has full authority to make this Agreement, and that its Professional Services will not contain any scandalous, libelous, or unlawful materials. This warranty does not extend to any uses that Client or others make of GoWeb1’s Professional Services that may infringe on the rights of others. Client expressly agrees that it will indemnify, defend, and hold harmless GoWeb1 for any and all liability arising from or in any way relating to GoWeb1’s Professional Services to the extent that any such use of GoWeb1’s Professional Services by Client infringes on the rights of others.
19. Unauthorized Use and Program Licenses. Client will be responsible for payment of any special licensing fees for software or royalty fees resulting from the use of graphics or software programs that require such payment. Client will indemnify, defend and hold harmless GoWeb1 against all claims and expenses that in any way arise from or are related to the uses of program licenses for which Client does not have rights or authority to use.
20. Limitation of Liability. Client understands and agrees that under no circumstances shall GoWeb1 or its licensors be liable for any direct, indirect, incidental, consequential, special, exemplary, and punitive damages that are in any way related to its performance of its Professional Services. Such limitation of liability shall apply whether the damages arise from use or misuse of and reliance on the Professional Services, from inability to use the Professional Services, or from the interruption, suspension, or termination of the Professional Services (including such damages incurred by third parties). This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, such limitation of liability shall apply to the fullest extent permitted by law. Under no circumstances shall GoWeb1 be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, GoWeb1’s liability in such jurisdictions shall be limited to the extent permitted by law.
21. Indemnification. Client expressly agrees to defend, indemnify, and hold harmless GoWeb1 from all liabilities, claims, and expenses (including attorney fees) that arise from or are in any way connected to the use or misuse its Professional Services. GoWeb1 reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client. Client shall indemnify and hold GoWeb1 harmless from and against any and all claims, losses, damages, suits, fees, judgments, costs and expenses (including attorneys' fees and court costs) brought or caused by Client or any third party which GoWeb1 may suffer or incur arising out of or in connection with any claim that a party hereto breached the terms of this Agreement, which may include but is not limited to the use, copying, or distribution of Confidential Information or any portion thereof by the party in breach. In the event that Client is in breach of this Agreement and in any way enjoys any benefit from using the Confidential Information of GoWeb1, Client shall promptly, at its expense, pay to GoWeb1 all monies or other tangible benefits earned with relation to the use of such Confidential Information, including, but not limited to the payment of any royalties.
22. Disclaimer of Warranties. The Professional Services contemplated in this Agreement are provided by GoWeb1 "as is" and "as available" for Client’s use. The Professional Services are provided without warranties of any kind, except for the Warranty Period denoted in Section 8. All expresses, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights, are expressly disclaimed to the fullest extent permitted by law. GoWeb1 disclaims any warranties for the security, reliability, timeliness, and performance of the Professional Services. Client expressly understands and agrees that GoWeb1 disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability, or availability of information or material in the Professional Services. GoWeb1 disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material by Client. GoWeb1 disclaims any responsibility or liability for any harm resulting from downloading or accessing any information or material through the Professional Services, including, without limitation, for harm caused by viruses or similar contamination or destructive features.
23. Venue. Any dispute arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the United States District Court for the Central District of Illinois, or, if such court lacks subject matter jurisdiction, the Circuit Court of Sangamon County, Illinois. Further, Client consents to exclusive personal and subject matter jurisdiction in such courts and waives any claim that either of such courts is not a convenient forum.

     

24. Permission. Client hereby agrees to allow GoWeb1 the right to enter Client’s original website only when authorized to access its database and/or copy code, content or other information as necessary solely for the purposes of providing services to Client required by this agreement.
25. Non-Solicitation. During the term of this agreement and for one (1) year subsequent thereto, Client shall not, without GoWeb1’s prior written approval, knowingly solicit for employment any employee of GoWeb1. The foregoing provision will not prohibit a general solicitation of employment in the ordinary course of business or prevent either party from employing any employee who contacts such party without any direct or indirect solicitation or encouragement from such party.
26. Ownership Rights and Warranties. GoWeb1 shall retain the exclusive ownership of the copyright and patents to all custom code developed under this Agreement as well as its trademarks. Client warrants that any content, designs, photographs, other textual or electronic material that is provided to GoWeb1 for its performance of the Professional Services are original, in the public domain or that Client is otherwise authorized to use and publish such material. Client further warrants that there are no pending or threatened infringement claims based on such material. Client agrees to indemnify and hold GoWeb1, its affiliates, subsidiaries trustees, officers, directors, employees, and agents, past and present, harmless against any claim, suit, loss, liability and/or expense, including reasonable attorney's fees, arising out of or relating to any breach of the above-mentioned warranties.
27. ADA Compliance. GoWeb1 provides Professional Services that embrace the principles of making a website "user friendly" and that are in line with industry standards at the inception of this Agreement. These principles provide for a perceivable, operable, understandable, and robust website presence that will meet with current guidance from the United State Department of Justice as it relates to the Americans with Disabilities Act ("ADA"). GoWeb1 does not make any representation or warranty that its Professional Services will always be fully ADA-complaint, but that it will use reasonable efforts to maintain the ADA compliance of its Professional Services to the best of its abilities throughout the duration of this Agreement. Client acknowledges its responsibility for informing GoWeb1 of any necessary changes related to ADA website accessibility, and especially as it relates to the specific nature of Client’s business. Further, Client acknowledges that any necessary changes related to ADA compliance and accessibility, both foreseen and unforeseen, constitute a change order not contemplated by this Agreement and that any such changes may be re-negotiated between the parties. Client expressly waives, indemnifies and forever holds harmless GoWeb1 for any and all claims arising out of or that are in any way related to the ADA compliance of any of GoWeb1’s Professional Services rendered on behalf of Client.
28. Waiver and Severability. No waiver of any term or condition in this Agreement party will imply or constitute a further waiver by such party of the same or any other term or condition herein. If any portion of this Agreement shall be, for any reason, held invalid or unenforceable, the remaining portions shall nevertheless be valid, enforceable and carried into effect, unless to do so would clearly violate the present legal and valid intention of the parties hereto.
29. Construction of Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Title or captions contained in this Agreement are inserted only as a matter of convenience and reference. Such titles and captions shall not be construed to define, limit, extend or describe the scope or the intent of any provision of this Agreement. Whenever required by the context hereof, the singular shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders, and vice versa; and the word "Person" shall include an estate, trust, corporation, partnership, or other form of business entity when necessary. The terms, provisions and conditions of this Agreement represent the results of negotiations between the parties, who has been given prior opportunity to consult with counsel, and none of whom has acted under duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms, provisions and conditions of this Agreement shall be interpreted and construed in accordance with their usual and customary meanings, and the parties hereby expressly, knowingly and voluntarily waive the application, in connection with the interpretation and construction of this Agreement, of any rule of law or procedure to the effect that ambiguous or conflicting terms, conditions or provisions contained in the executed version of this Agreement shall be interpreted or construed against the Agreement’s drafter.
30. Entire Agreement. This Agreement sets forth the entire understanding between the parties relating to the transactions described herein.