Parties to the Agreement

This Website Development Agreement ("Agreement") is made effective as of the date of the final signature (the "Effective Date") and is entered into by and between:

1. PROJECT SCOPE

1.1 Overview

Developer agrees to design, build, and deliver a custom website or web application using modern technologies, which may include but are not limited to: Visual Studio Code, React, Next.js, Firebase, Vite, REST/Graph APIs, and associated development tools.

1.2 Statement of Work (SOW)

All features, functionalities, pages, integrations, and deliverables will be detailed in a separate Proposal or Statement of Work ("SOW") prepared by Developer and approved by Client.

1.3 Scope Limitations

Only items expressly included in the SOW form part of the Project Scope. Any request beyond that scope—whether new features, design changes, additional pages, or system enhancements—requires an approved Change Order (Section 10).

2. PACKAGES & PRICING

Developer offers multiple service tiers, including Starter, Professional, Premium, and Elite website/application packages. The applicable pricing, deliverables, and package level for this Agreement will be specified in the attached SOW, which forms an integral part of this Agreement.

3. PAYMENT TERMS

Unless otherwise specified in the SOW:

3.1 Deposit

A non-refundable deposit of 50% is required before any work begins, unless the Developer chooses to accept a different amount at their discretion.

3.2 Milestone Payments

If no custom timetable is specified in the SOW, the standard schedule is:

• 25% due upon UI/UX design approval
• 25% due at final delivery or prior to deployment, whichever the Developer determines is appropriate

The Developer may, at their discretion, adjust the milestone dates, provide grace periods, or allow alternative arrangements for the Client.

3.3 Late Payments

Payments not received within 7 days of the due date may, at the Developer's discretion, incur a monthly late fee of up to 5%. The Developer may also pause or delay work until any outstanding balance is paid.

4. CLIENT RESPONSIBILITIES

Client agrees to provide all necessary materials—including copy, images, brand assets, credentials, and requested information—within 5 business days of Developer's request.

Any delays in providing required materials will directly extend the project timeline. Developer is not responsible for delays caused by the Client.

5. REVISIONS

Unless otherwise stated in the SOW:

• Client receives up to two (2) rounds of revisions per milestone
• Additional revisions or redesigns require a Change Order and may incur additional charges

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Developer Ownership

Developer retains full ownership of all proprietary materials, including:

• Source code
• Backend logic and architecture
• Custom components, scripts, and utilities
• Developer's internal systems, tools, libraries, and workflows

These materials are licensed to Client solely for use within the delivered project and may not be reused, distributed, or modified for other purposes without written authorization.

6.2 Client Ownership

Upon full payment:

Client gains ownership of:

• The final website design
• All content supplied by Client (text, images, media)
• The compiled, minified production build of the project

Client does not receive ownership of Developer's raw source code unless purchased through a Source Code License Agreement, which carries additional fees.

7. MAINTENANCE & SUPPORT

Maintenance plans (Basic, Professional, Premium) may be purchased separately and will be defined in the SOW.

Maintenance plans do not include:

• New pages or sections
• New features or functionalities
• Major redesigns
• Third-party outages or service provider failures
• Policy changes from platforms (e.g., Google, Firebase)
• Fixes related to Client misuse or unauthorized alterations

Such items require additional billing.

8. TIMELINE & DELIVERY

Developer will provide an estimated project timeline. Client acknowledges these timelines are estimates, not guarantees.

Any Client-caused delay automatically extends the project schedule.

9. CHANGE ORDERS

Any request modifying the Project Scope—including added features, redesigns, advanced animations, dashboards, APIs, or system logic—requires a signed Change Order that includes revised pricing and timelines.

Developer is not obligated to begin any additional work until the Change Order is fully approved and paid when applicable.

10. WARRANTY & LIMITATIONS

10.1 Developer Warranty

Developer warrants that the delivered website will function substantially as described in the SOW for 30 days after deployment.

10.2 Exclusions

This warranty does not apply to issues caused by:

• Client-modified code or settings
• Third-party service changes or outages
• Library, package, or plugin updates
• Hosting issues
• Improper access, misuse, or security breaches caused by Client
• Weak passwords or unprotected credentials

10.3 Liability Limitations

Developer's total liability under this Agreement is limited to the total amount paid by Client. Developer is not liable for:

• Lost revenue or business interruption
• Data loss
• Security incidents caused by third parties or Client
• Indirect, special, or consequential damages

11. CONFIDENTIALITY

Both Parties agree to maintain the confidentiality of all proprietary or sensitive information exchanged during the course of this project. Confidential information shall not be disclosed to third parties without prior written consent unless required by law.

12. INDEMNIFICATION

Client agrees to indemnify and hold Developer harmless from any claims arising out of:

• Content supplied by Client (including copyrighted or illegal material)
• Misuse or misconfiguration of the website
• Unauthorized access resulting from Client actions
• Any business decisions made using data produced by the website

13. TERMINATION

Either Party may terminate this Agreement with 7 days written notice.

If Client terminates early:

• All deposits are forfeited
• All completed work must be paid for immediately
• Developer retains all rights to unfinished work

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict-of-law principles.

15. ENTIRE AGREEMENT

This Agreement, together with all attached SOWs, proposals, and addenda, constitutes the entire and complete agreement between the Parties and supersedes all prior discussions, negotiations, or understandings.