WEB DESIGN & HOSTING (BASIC) — CONSULTING SERVICES AGREEMENT
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Developer: Foxstone Industries, Inc. (Foxstone)
Authorization
The above-named Client (hereinafter referred to as "Client") is engaging Foxstone Industries, Inc. (hereinafter referred to as "Foxstone") as an independent contractor for the specific purpose of providing consulting services as described below (the "Engagement").
Said Engagement shall consist of web design and hosting services. The website will contain up to 5 discrete pages of text and graphics as determined by the Client. Foxstone will supply up to 6 hours of web page content formatting and graphics development included in the basic startup price. Additional work effort by Foxstone beyond that will be billed at the prevailing hourly rate.
Client Responsibilities
The following tasks shall be completed by the Client:
- Supply a domain name or select a domain name for Foxstone to procure.
- Storyboard the site layout including navigation, page titles, and content structure.
- Select site design direction including colors, typography, and layout preferences.
- Supply text and optional graphics for the pages outlined in the storyboard.
- Supply keywords and site description for search engine optimization.
Foxstone Responsibilities
The following tasks shall be completed by Foxstone:
- Initialize web server, domain name, and databases as required.
- Provide access for the Client to review and provide direction as development progresses.
- Provide custom graphics, logos, banners, and response forms as required.
- Provide training on usage of site console and/or content management system.
- Assist with setup of email addresses, aliases, and site security.
- Provide initial search engine optimization and submission.
Intellectual Property & Copyrights
The Client unconditionally guarantees that all elements of text, graphics, photos, designs, trademarks, data, or other materials furnished to Foxstone Industries for inclusion in the Engagement are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Foxstone Industries and its subcontractors from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
Deliverable Ownership
Copyright and ownership of all deliverables produced by Foxstone under this Engagement — including but not limited to code, configurations, documentation, graphics, and custom applications — will be owned by the Client upon project completion and final payment.
Foxstone and its subcontractors retain the right to describe the nature of the Engagement and display non-confidential elements as examples of their work in their respective portfolios.
The Client retains the right, as long as their account is in good standing, to terminate the Engagement with Foxstone and to transition all deliverables, data, and access credentials to an alternate provider of their choosing at any time.
Regulatory Compliance
The Client agrees that the Client is solely responsible for complying with any laws, regulations, taxes, and tariffs applicable to the Engagement or any services contemplated herein, and will hold harmless, protect, and defend Foxstone and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client's use of delivered systems and/or any failure to comply with such requirements.
Acceptable Use Policy
For any systems hosted or managed by Foxstone, the Client agrees to conduct their activities in accordance with the Acceptable Use Policy as posted on the Foxstone website.
Payments
Payments must be made promptly based on the terms of this Engagement. Foxstone reserves the right to suspend services until outstanding payments are received. All payments are to be made within 30 days of invoice. In case collection proves necessary, the Client agrees to pay all fees (including attorney's fees and court costs) incurred by that process. This agreement becomes effective only when signed by Foxstone. Regardless of the place of signing, the Client agrees that for purposes of venue, this agreement was entered into in Maricopa County, Arizona, and any dispute will be litigated or arbitrated in Maricopa County, Arizona. The Client hereby consents to the personal jurisdiction of the Arizona State Courts. Furthermore, the Client waives any right to or claim of sovereign immunity. All payments will be made in U.S. Dollars.
Legal Notice
Notwithstanding anything to the contrary contained in this agreement, neither Foxstone nor any of its employees or agents warrants that the services or deliverables provided under this Engagement will be uninterrupted or error-free. In no event will Foxstone be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, hosting services, telecommunications carriers, or any other circumstances beyond reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the Engagement, even if Foxstone has been advised of the possibility of such damages.
FOXSTONE