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Website Project Agreement

This Agreement is between Elevate5, a Colorado partnership with an address at PO Box 374, Rye, Colorado (“Elevate5”, “us” or “we”) and a(n) (i.e. Corporation, Limited Liability Company, Sole Proprietorship, etc.) with an address at (“Client” or “you”).

Thank you for choosing Elevate5! We are excited to begin work with you. This document creates a contract between us, Elevate5 and you, describing what you can expect from us, what we need from you, and other understandings about our relationship with you. You agree that we may change these terms and conditions, at any time, by giving you notice of the new terms. Your continued use of our services is your consent to such modifications. You represent to us that you are authorized to enter into this Agreement on behalf of any organization you work for.

1. Website Development - What We Will Do

1.1 Invoicing and Scheduling. Your invoice from us will detail the services that we will provide for you. Once we have received the agreed upon payment and your content, we will review your project and provide you with a website development schedule. Generally, websites are completed within 8 to 12 weeks after all information and assets have been received from client, although delays are possible.
1.2 Services. We will provide you with a website. We will place your logo on the website. (Your logo may need to be resized or formatted for optimized website usage.) We will add and format content (text, photos, graphics, links, files, initial blog posts) for the initial launch of the website. Unless directed otherwise, Elevate5 may edit your copy to correct minor errors, (e.g. grammatical, spelling, punctuation). We will set additional users as needed with applicable “permission” settings to insert and/or modify web content.
1.3 Access to the Website. We will review your website with you after development. Once you have approved the website it will be moved to its final location. Once launched, you will have access to the admin panel so that you can manage your content.
1.4 Logo Design Services. Some of our service packages include logo design services. If this is part of your package, we will schedule time with you to review design options and the logo will be placed on your website after approval.
1.5 Content Drafting Services. Some of our service packages include content drafting. If this is part of your package, we will schedule time with you to review the specifics of your content requirements and the content will be prepared for the website.

2. Ongoing Site Care - What We Will Do

2.1 Services. Site Care provides website hosting through a Virtual Private Server (VPS), ongoing critical software updates, plugins, themes and other parts of your website. It also includes: Daily backups of your website; Daily security scans for malware; and Access to an in-site analytics dashboard.
2.2 Additional Services. Additional space and/or bandwidth can be purchased depending on your needs.

3. What You Agree To Do

3.1 Updated Contact and Billing Information. You agree to provide us with updated and correct email and mailing addresses, phone numbers and credit card information.
3.2 Cooperation and Timeliness. The development of your website is a cooperative process between Elevate5 and you. We will require certain information, or approvals from you, on a going forward basis. If we do not receive the information as requested, or the approvals as required, Elevate5 may not be able to complete the project on time, or as agreed. You agree that Elevate5 is not liable for any rescheduling, or damages, arising from non-receipt of information or approvals as requested or agreed.
3.3 Logo and Content. Unless we are responsible for creating your logo or content, we need you to send your logo in vector or high-resolution raster format by the date we specify and submit required content. If content creation is not part of the development package you have purchased, you are responsible for supplying us with all of the content for the website. Content includes text, graphics, photos and all other creative or informational items for the website. Website development cannot commence without the content and logo.
3.4 Credentials and Authority. Elevate5 may rely upon information submitted to Elevate5 through the content forms and as provided by you. You are responsible for maintaining the secrecy of your account passwords while they are in your possession and notifying us of any changes to permissions or authority levels granted by you.
3.5 Site Care Resource Usage. You agree that you will not: (a) run any process that requires more than 5mb of space, more than 15 CPU seconds or uses more than 5% of all available system resources at any time; (b) run any type of interactive real-time chat applications that require server resources (remotely hosted services are fine); (c) run stand-alone, unattended server-side processes at any point in time on the services (this includes any and all daemons, such as IRCD); (d) run any software that interfaces with an IRC network; (e) run any process which interacts with the MySQL Database Management Server using persistent connections.
3.6 Prohibited Content. You agree that you will not post or use any third-party materials (such as audio, video, photographs, or music) on your website unless you have a license or other permission to use such material. You agree that you will not post or use any adult material such as pornography, erotic images or other lewd or obscene content on websites hosted by us. You agree that you will not use Elevate5 resources to use or host pirated software, ROMS, emulators, phreaking, hacking, password cracking, IP spoofing, nor will you link to or provide “how to” information for any of these activities on a website hosted by Elevate5.

4. Invoices, Payment and Cancellation Fees

4.1 Fees and Invoices. Client agrees to pay Elevate5 for the Services described in an applicable invoice. Site Care services are due and payable monthly, in advance. Elevate5 may apply an interest charge equal to the lower of 1.5% per month, or the highest amount allowed by law, to all outstanding balances. You agree that Elevate5 may charge the credit card you provide us with for web development services and Site Care services, and you represent that you are an authorized user of the credit card provided. Site Care fees may be adjusted by Elevate5 by notifying you of the new rates.
4.2 Development Delay and Reinstatement Fees. In the event you cancel your website development project, you forfeit 100% of the project fee. In the event you must delay the project, your credit will be held for a full 12 months from the date your website agreement is signed, after which your project fee credit will expire. If a delay surpasses 6 months, however, Elevate5 may charge a reinstatement fee that is equal to the lesser of $500 or 10% of the total project. In the event of reinstatement, Elevate5 will charge Client at the then current rates for services.

5. Ownership and Intellectual Property Rights

5.1 Client Materials. Client will retain all right, title and interest in and to all Client trademarks, service marks and other materials provided by Client to Elevate5. Client hereby grants Elevate5 a license to use, reproduce, display and distribute Client’s marks and materials as necessary to perform the services. This paragraph will survive the termination of this Agreement.
5.2 Third Party Materials. Client is solely responsible for obtaining rights to photos, music, content, graphics and other materials owned by third parties. This paragraph will survive the termination of this Agreement.
5.3 Elevate5 Materials. Elevate5, or its licensors retains all right, title and interest in and to all Elevate5 software, source code, processes and procedures, website code and other Elevate5 materials. Client agrees that it shall not use Elevate5’s Materials for any purposes beyond the website developed by Elevate5 for Client. This paragraph will survive the termination of this Agreement.

6. Termination

6.1 Contract Start and Renewal. This Agreement will begin when accepted by both parties and Elevate5 has received the payments specified in the invoice. The website development terms will end when the website has launched, or the project has been cancelled. The Site Care services will automatically renew on a month to month basis, unless or until terminated. Site Care may be terminated by either of us on 60 days written notice.
6.2 Termination for Breach. Either party may, upon giving written notice to the other party, terminate this Agreement effective immediately if: (a) the other party breaches any material provision of this Agreement and the breach is not remedied within thirty (30) days of the party’s receipt of such notice; (b) the other party terminates or suspends its business, becomes subject to any bankruptcy, receivership or insolvency proceeding under Federal or state statute, or becomes subject to direct control by a trustee or similar authority; or (c) an account is found to run persistent connections with the MySQL Database Server.
6.3 Effect of Termination. Upon termination, Elevate5 will provide you with a copy of your website content in an XML format. Elevate5 does not transfer the website in completed form, as the website itself is built utilizing proprietary information owned by Elevate5.

7. Confidential Information

Neither party shall use for its own benefit, nor disclose, sell, license, publish, reproduce or otherwise make available the Confidential Information of the other. Each party shall secure and protect the other party’s Confidential Information in a manner consistent with the precautions such party takes to protect its own confidential information, which shall in no event be less than the exercise of reasonable care. “Confidential Information” means all non-public information provided by one party to the other except for information that: (a) was known to a party before it obtained the information from the other; (b) is or becomes generally known to the public through no act or omission of the receiving party; (c) was disclosed to a party by a third party having a bona fide right to possess and disclose the information; or (d) is required to be disclosed by a legal or regulatory proceeding or order, provided that one party notifies the other in writing of any such requirement before disclosing such Confidential Information, and allows such other party to seek a protective order or other appropriate remedy. Upon the request of either party or upon termination of the Agreement, each party will return the other party’s Confidential Information. This section will survive the termination of this Agreement.

8. Indemnification

Client will indemnify and hold Elevate5 and its respective directors, officers, employees and agents harmless from and against any and all claims arising from Elevate5’s use of information, photos, logos, trademarks and other materials provided by Client for use on the Client website and breach of the terms of this Agreement by Client. This paragraph will survive termination of this Agreement.

9. Warranty and Limitation of Liability

Elevate5 will perform the services in a good and workman like manner. There are no other warranties either express or implied, including but not limited to the warranties of merchantability or fitness for a particular purpose. Elevate5 does not warrant that the services will be uninterrupted or error free or that the services are free from viruses or other harmful components. Elevate5 does not provide regulatory or legal review services. Client acknowledges that Client is solely responsible for addressing legal and regulatory body compliance, including but not limited to, Client product compliance with applicable laws and trademark clearances. Client is solely responsible for determining whether or not Client wants the website to be ADA compliant. Elevate5 makes no warranty of merchantability, or fitness for a particular purpose. In no event will Elevate5 be liable for any direct, indirect, special, punitive or consequential damages. In the event the foregoing limitation is ineffective, Elevate5’s total damages hereunder may not exceed the amount paid by Client for the website. This paragraph will survive the termination of this Agreement.

10. Non-Interference Obligations of Client

During the Term of this Agreement and for a period of one (1) year following the expiration or termination of this Agreement regardless of the reason for or circumstances of such expiration or termination, Client shall not directly or indirectly, alone or on behalf of any business entity: (i) solicit, offer employment to, otherwise attempt to hire, or assist in the hiring of any employee or independent contractor of Elevate5; (ii) encourage, induce, or assist others in inducing any person, individual or entity to terminate his, her or its employment, contract or consultation with Elevate5, or in any way interfere with any such relationship; and (iii) encourage, induce, or assist others in inducing any person, individual or entity which is a vendor, supplier, partner, joint venture or customer of Elevate5 to terminate his, her or its contract or relationship with Elevate5 or in any way interfere with such relationship. This paragraph will survive the termination of this Agreement.

11. General Provisions

11.1 Status as Independent Entities. Elevate5 and Client are entities independent of one another and neither party’s employees will be considered employees of the other party for any purpose. This Agreement does not create a joint venture or partnership.
11.2 Applicable Law and Forum. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado without regard to the conflicts of laws or principles thereof. Any action or suit related to this Agreement shall be brought in the state or federal courts in Pueblo County, Colorado.
11.3 Waiver. No waiver of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provisions hereof.
11.4 Entire Agreement. This Agreement, together with the invoice and any writing agreeing upon a change in scope, constitutes the entire agreement between the Parties and may not be modified, waived or amended, except in writing signed by both parties. If any provision of this Agreement is found to be invalid or unenforceable under any statute or rule of law, the remaining provisions shall not be affected in any way.
11.5 Right to Publicize Relationship. Elevate5 may publicize its relationship with Client and use work product created hereunder for portfolio, promotion, and social media sharing purposes.

SIGNATURES

IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and understood each and every provision hereof, the parties have executed this Agreement on the date first set forth above.

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Signed by Cara Christenson, MBR
Signed On: May 9, 2023

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March 28, 2023 3:19 pm MDT

Website Project Agreement Uploaded by Cara Christenson, MBR - [email protected] IP 108.160.119.248

May 9, 2023 10:48 am MDT

Elevate5 Admin - [email protected] added by Cara Christenson, MBR - [email protected] as a CC'd Recipient Ip: 108.160.119.248