TERMS & CONDITIONS
1. WEB DEVELOPMENT: Client hereby retains KSN to design and develop the web site, and KSN hereby agrees to design and develop, a 10 page Web Site with static content in accordance with the project specifications and host on their servers. The project will be completed within 10 business days from the date of receipt of the content of the web site.
2. CONTENT: The Client /Office bearers of the client are solely responsible for the legality and authenticity of the content, articles, links and all such materials published on the web site.
The client, is responsible for the copy right violations, trade mark violations. The client agrees that the material published on the web site is not offensive and/or against the federal regulations.
3. CHANGE ORDERS: In the event client desires to make any modifications to the content of the web site, client and KSN shall enter into a change order in the form attached hereto as form a (the "Change Order").
4. DELIVERABLES. Client shall execute a written approval upon completion of the web development project. KSN shall rely on such written approval as client's acceptance of such deliverable, including, but not limiting to, acceptance of its design, graphics, content, layout, color, format, navigation, and functionality. Any modifications to the deliverable(s) after execution of the written approval by Client shall be subject to the change order process set forth below.
5. SUPPORT AND MAINTENANCE. Any support and maintenance services, updates, hosting, database changes, programming modifications and updates are to be requested by the client using the change order form and the work is charged at $60.00 an hour. Maintenance and support for any third party products or equipment may be available through the respective vendor(s)/manufacturer(s) of such content and equipment and KSN may assign third party rights to client at KSN's sole discretion. Such assignment shall not be unreasonably withheld. Any web development, hosting, maintenance and marketing products purchased form www.ksnweb.com are not included in this agreement.
6. TECHNICAL TRAINING: Prior to the launch of the web site, KSN will demonstrate the functionality of the web site on phone. Any additional training shall be executed pursuant to KSN's change order process or contracted under a separate agreement between KSN and client.
7. CLIENT RESPONSIBILITIES: Client agrees to perform all tasks assigned to client as set forth in this agreement, the project specifications, or a change order, and to provide all assistance and cooperation to KSN in order to complete timely and efficiently the web site. KSN shall not be deemed in breach of this agreement, the project specifications, a change order, or any milestone in the event KSN's failure to meet its responsibilities and time schedules is caused by client's failure to meet (or delay in) its responsibilities and time schedules set forth in the project specifications, a change order, or this agreement. In the event of any such failure or delay by client, (i) all of KSN's time frames, milestones, and/or deadlines shall be extended by the product of the number of days of client's failure multiplied by two (2); and (ii) client shall continue to make timely payments to KSN as set forth in this agreement, quote the project specifications, and any change order(s) as if all time frames, schedules, or deadlines had been completed by KSN. Client shall be responsible for making, at its own expense, any changes or additions to client's current systems, software, and hardware that may be required to support operation of the web site. Unless otherwise contracted with KSN or reflected in a change order, client shall be responsible for initially populating and then maintaining any databases on the web site as well as providing all content for the web site. With the execution of a change order specifically asking KSN to assesses the client's systems, software and hardware from time to time, KSN may agree to perform this function at normal KSN rates.
8. PROJECT MANAGERS: Client and KSN shall assign a project manager for managing the implementation of the web site. The project managers shall be responsible for: (i) managing the day-to-day activities under this agreement, (ii) serving as liaisons between the parties, (iii) assigning and scheduling the appropriate personnel to perform all of the required services under thisagreement, and (iv) authorizing and executing any and all change order(s). Client hereby acknowledges and agrees that the client project manager shall have the proper authority and power to execute and perform the duties and responsibilities set forth in this section. KSN hereby acknowledges and agrees that the KSN project manager shall have the proper authority and power to execute and perform the duties and responsibilities set forth in this section.
9. MARKETING: Client hereby grants KSN the right to use the name and service marks of client in its marketing materials or other oral, electronic, or written promotions, which shall include naming client as a client of KSN and a brief scope of services provided. In addition, client hereby grants KSN the right to display its logo (or other identifying information) and a hyperlink to KSN's web site (currently www.ksntech.com) on the home page of the web site.
10. FEES, EXPENSES, AND PAYMENT: Client agrees to pay KSN an amount of $29.99 a month,
towards the development and hosting charges. This amount is charged on 16th day of every month, for a period of 36 months. A setup fee of $99.99 is due at signing.
Taxes: Client shall pay, reimburse, and/or hold KSN harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated except income taxes, which are levied or imposed by reason of the performance of the professional services under this agreement or by use of the web site, except income taxes.
Other Fees: Unless otherwise provided in this agreement or in a change order, payment or all other services rendered by KSN shall be contracted under a separate agreement between KSN and client.
Form of Payment: All payments made to KSN under this agreement shall be charged to the credit card on account. The client may send the payment within due date in the form of company check, cashier's check, or electronic wire transfer.
Non Payment; Customer agrees to pay all legal fees, court costs, and any other expenses incurred because of partial or non payment, if this matter goes to collections or court. A late fees of $10.00 per month will be added to any unpaid invoices, after the due date. KSN may suspend all services on seven (7) days written notice until the amounts outstanding are paid in full.
11. INTELLECTUAL PROPERTY RIGHTS AND LICENSE : The client and KSN agree that, KSN shall design and develop the web site using the standard programming languages and publishing tools. In addition to any other fees set forth in this agreement, client shall be required to purchase any applicable third party licenses for any third party products that are necessary for KSN to design and develop the Web Site. Such third party products may include, but are not limited to: server-side applications, clip art, "back-end" applications, music, stock images, or any other copyrighted work which KSN deems necessary to purchase on behalf of Client to design and develop the web site. KSN will obtain permission from the client before including third party products in the web site development.
12. TERM AND TERMINATION:
Term: This agreement shall be effective as of the effective date and shall continue in effect until 36 months from the date of signing this agreement
Termination: The client hereby agree to pay for the Web site development charges to KSN which is $1500.00 (prorated for the duration of the contract) in case if the client wants to terminate the agreement prior to the term of the contract.
13. LIMITED WARRANTIES: KSN will monitor the performance and running of the web site. In case of any unforeseen failure on the hardware, server, KSN will recover all the software programs from backup. KSN is not responsible for the client data, and also for any losses incurred by the client because of such failure.
14. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY, FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR THE WEB SITE, OR FOR ANY CLAIM BY ANY THIRD PARTY. THE TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) TO THE OTHER SHALL NOT EXCEED THE DEVELOPMENT PRICE (AS DEFINED IN SECTION 0). THIS LIMITATION OF LIABILITY SHALL APPLY EVEN IF HE EXPRESS WARRANTIES SET FORTH ABOVE FAIL IN THEIR ESSENTIAL PURPOSE.
16. THIRD PARTY DISCLAIMER. KSN MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
15. INDEMNIFICATION OBLIGATIONS:
15.1 Client Indemnity. Client shall indemnify and hold harmless KSN (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by KSN as a result of any claim, judgment, or adjudication against KSN related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by client to KSN (the "Client Content"), or (b) a claim that KSN's use of the client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, KSN must: (i) give client prompt written notice of a claim; and (ii) allow client to control, and fully cooperate with client in, the defense and all related negotiations.
15.2 KSN indemnity. KSN shall indemnify and hold harmless client (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by client as a result of any claim, judgment, or adjudication against client arising from a claim that client's use of the KSN content, as permitted under this agreement, infringes intellectual property rights of a third party. To qualify for such defense and payment, client must: (i) give KSN prompt written notice of a claim; and (ii) allow KSN to control, and fully cooperate with KSN in, the defense and all related negotiations. KSN shall have no obligation to indemnify client under this section to the extent the infringement arises from (i) the client content, (ii) specifications provided by client or its agents; (iii) derivative works of the web site created by client, (iv) use of the web site in combination with non-KSN approved third party products, including hardware and software, (v) modifications or maintenance of the web site by a party other than KSN, (vi) misuse of the web site, and (vii) failure of client to implement any improvement or updates to the web site, if the infringement claim would have been avoided by the use of the improvement or updates.
16. CONFIDENTIALITY: The parties agree to hold each other's proprietary or confidential Information in strict confidence. The parties agree not to make each other's proprietary or confidential information available in any form to any third party or to use each other's proprietary or confidential information for any purpose other than as specified in this agreement. Each party's proprietary or confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this agreement, KSN and client acknowledge and agree that their obligations of confidentiality with respect to proprietary or confidential information shall continue in effect for a total period of three (3) years from the effective date.
17. FORCE MAJEURE: Except with regard to payment obligations, either party shall be excused from delays in performing or from failing to perform its obligations under this agreement to the extent the delays or failures result from causes beyond the reasonable control of the party, including, but not limited to: default of subcontractors or suppliers; failures or default of third party software, vendors, or products; acts of God or of the public enemy; U.S. or foreign governmental actions; strikes; communications, network/internet connection, or utility interruption or failure; fire; flood; epidemic; and freight embargoes.
18. INDEPENDENT CONTRACTOR STATUS: Client and KSN agree that KSN shall perform its duties under this agreement as an independent contractor.
19. NOTICES: Any written notice or demand required by this agreement shall be sent by registered or certified mail (return receipt requested), personal delivery, overnight commercial carrier, or other guaranteed delivery to the other party at the address set forth herein. The notice shall be effective (a) as of the date of delivery if the notice is sent by personal delivery, overnight commercial courier or other guaranteed delivery, and (b) as of five (5) days after the date of posting if the notice is transmitted by registered or certified mail.
20. ENTIRE AGREEMENT: This agreement and all exhibits, schedules, and change order(s) set forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of this agreement, except as referenced herein. This agreement may be amended only by a written agreement signed by both parties.
21. SEVERABILITY: In the event that a court finds any provision of this agreement invalid and/or unenforceable, the parties agree that the remaining provisions shall remain valid and in force. This agreement is subjected to the laws of the State of Indiana.
22. WAIVER: Neither party shall be deemed by mere lapse of time (without giving notice or taking other action hereunder) to have waived any breach by the other party of any of the provisions of this agreement. Further, the waiver by either party of a particular breach of this agreement by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this agreement.
23. APPROVAL: The parties have executed this agreement by their duly authorized representatives as of the effective date.