WEB DESIGN & WEB HOSTING SERVICES AGREEMENT
This Web Design & Web Hosting Services Agreement ("Agreement") is entered into as of {date}, by and between:
Service Provider: Eleana Inc., a Montana corporation ("Provider"), and
Client: {name}, {businessName} ("Client").
Provider and Client may be referred to individually as a "Party" and collectively as the "Parties."
1. PURPOSE
This Agreement governs the provision of professional web design, development, and/or web hosting services by Provider to Client, under the terms and conditions set forth herein.
2. SCOPE OF WORK
2.1 Defined by Addendum. The specific scope of services, deliverables, timelines, pricing, and project details shall be defined exclusively in one or more written Scope of Work Addenda (each an "Addendum") mutually agreed upon and incorporated into this Agreement by reference.
2.2 Controlling Documents. In the event of a conflict between this Agreement and any Addendum, the terms of this Agreement shall control unless the Addendum expressly states otherwise.
2.3 No Implied Services. Any services not expressly described in an Addendum are excluded and require a separate written agreement or amendment.
3. TERM AND TERMINATION
3.1 Term. This Agreement shall commence on the Effective Date and remain in effect until terminated in accordance with this Section.
3.2 Termination for Convenience. Either Party may terminate this Agreement or any Addendum upon thirty (30) days’ written notice.
3.3 Termination for Cause. Provider may immediately suspend or terminate services if Client fails to make timely payment, breaches this Agreement, or engages in unlawful or abusive conduct.
3.4 Effect of Termination. Upon termination:
All outstanding balances become immediately due;
Provider shall have no obligation to continue services;
Hosting services may be suspended or deleted after thirty (30) days unless otherwise agreed in writing.
4. FEES AND PAYMENT
4.1 Fees. Fees shall be as set forth in the applicable Addendum.
4.2 Payment Commencement by Package Type.
(a) Foundry Essential Packages. For Foundry Essential web design and/or hosting packages, monthly or yearly recurring fees shall commence immediately on the date the initial payment is made, regardless of project completion status.
(b) Apex Services Packages. For Apex Services web design packages, recurring monthly or yearly fees shall commence in the calendar month in which the website design is completed and first published or made live.
4.3 Payment Terms. Unless otherwise stated in an Addendum, invoices are due upon receipt. Late payments may incur interest at 1.5% per month or the maximum rate permitted by law.
4.4 No Refunds. Ensured Performance Disclaimer. All payments are non-refundable once services have commenced, including but not limited to design time, development time, setup fees, and hosting fees.
4.5 Suspension for Non-Payment. Provider reserves the right to suspend or terminate services for non-payment without liability.
5. CLIENT RESPONSIBILITIES
Client shall:
Provide timely access, content, approvals, credentials, and feedback;
Ensure all provided materials are lawful and owned or properly licensed;
Maintain backups of Client data unless otherwise stated in an Addendum.
Provider is not responsible for delays caused by Client’s failure to perform these obligations.
6. INTELLECTUAL PROPERTY
6.1 Pre-Existing IP. Each Party retains ownership of its pre-existing intellectual property.
6.2 Work Product License. Upon full payment, Client is granted a non-exclusive, non-transferable license to use the final deliverables solely for their intended purpose.
6.3 Provider Retained Rights. Provider retains ownership of all methodologies, source frameworks, templates, processes, and underlying code not expressly transferred in writing.
6.4 Portfolio Use. Provider may display completed work for marketing, portfolio, and promotional purposes unless otherwise agreed in writing.
7. WEB HOSTING SERVICES
7.1 Third-Party Infrastructure. Hosting services may rely on third-party providers. Provider makes no guarantee of uninterrupted availability.
7.2 Acceptable Use. Client shall not host unlawful, infringing, malicious, or abusive content. Provider may suspend hosting at its sole discretion for violations.
7.3 Data Loss Disclaimer. Provider shall not be liable for data loss, corruption, or downtime unless expressly stated in an Addendum.
8. WARRANTIES AND DISCLAIMERS
8.1 Limited Warranty. Provider warrants services will be performed in a commercially reasonable manner.
8.2 No Guarantees. Provider does not guarantee rankings, traffic, conversions, revenue, uptime, security, or business outcomes.
8.3 AS-IS SERVICES. Except as expressly stated, services are provided "AS IS" and "AS AVAILABLE."
9. LIMITATION OF LIABILITY
To the maximum extent permitted by law:
Provider’s total liability shall not exceed the total fees paid by Client in the preceding three (3) months;
Provider shall not be liable for indirect, incidental, consequential, special, or punitive damages.
10. INDEMNIFICATION
Client shall indemnify, defend, and hold harmless Provider from any claims, damages, losses, or expenses arising from:
Client-provided content;
Client’s misuse of services;
Violation of laws or third-party rights.
11. CONFIDENTIALITY
Each Party agrees to maintain the confidentiality of non-public information disclosed under this Agreement.
12. INDEPENDENT CONTRACTOR
Provider is an independent contractor. Nothing herein creates a partnership, joint venture, or employment relationship.
13. FORCE MAJEURE
Provider shall not be liable for delays or failures caused by events beyond reasonable control.
14. GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of Montana, without regard to conflict-of-law principles. Venue shall lie exclusively in Montana courts.
15. ENTIRE AGREEMENT
This Agreement, together with all Addenda, constitutes the entire agreement between the Parties and supersedes all prior agreements.
16. AMENDMENTS
Amendments must be in writing and signed by both Parties.
17. SEVERABILITY
If any provision is held invalid, the remainder shall remain in full force and effect.
18. ELECTRONIC SIGNATURES
This Agreement may be executed electronically and in counterparts.