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D3v Website Maintenance Agreement

This Website Maintenance Agreement (the “Agreement”) is entered into as of July 27, 2024 (the “Effective Date”) by and between Developm3nt Group, a LLC (the “Developer”), and [esigninja formid="2" field_id="8" display="value" ], a [esigninja formid="2" field_id="12" display="value" ] (the “Company,” and together with the Developer, the “Parties”).

AGREEMENTS

Developer is acting as an independent contractor, and is not acting as an employee of Company. The Company desires Developer to enter into a WEB SITE MAINTENANCE AGREEMENT for the following websites:

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1. AUTHORIZATION

Company is engaging Developer for the specific project of maintaining and/or improving an existing World Wide Web Site. The Company will establish a separate contract with an ISP or Web Hosting provider, or Developer will establish one on behalf of the Company. The Company hereby authorizes Developer to access this account, and authorizes the Internet Service Provider to provide Developer with "write permission" for the Company’s web page directory, CPanel, Databases, and any other directories or programs, which need to be accessed by Developer for this project.

What IS included in this agreement:

Updates to text, images, and other minor changes to Company’s website pages
Upgrades to content management system, including plugins and themes
Regular monitoring and updating to ensure performance is reliable
Removal of malware, spam and malicious code from Company’s website
Regular and thorough backups of Company’s site and existing database(s)
Consultation and advice regarding usage and functionality of Company’s site
Recovery of files from backups, if available

What is NOT included in this agreement:

Website redesign, re-alignment or re-development equaling more than 50% change to web page, website, or web graphics on the website
CMS design or integration including but not limited to blogs, shopping carts, payment gateways and web forums. These require a separate development agreement unless set out otherwise in the Exhibit A attached to this document.
Search engine optimization services

Any services not covered under this agreement are available on a case by case basis for the discounted hourly rate at the discretion of the Developer.

2. COMPENSATION

Company agrees to compensate Developer via electronic payment as designated by the Developer or check for the amount(s) specified in the Exhibit A attached to this document.

3. TERM

This Agreement shall become effective as of the Effective Date and, unless otherwise terminated in accordance with the provisions of Section 4 of this Agreement, will continue until termination is initiated by either party pursuant to Section 4 of this Agreement (the “Term”).

4. TERMINATION

Types of Termination. This Agreement may be terminated:
1. By either Party on provision of Thirty (30) days written notice to the other Party.
2. By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within Thirty (30) days of receipt of written notice thereof.
3. By the Company at any time and without prior notice, if the Developer is convicted of any crime or offense, or is guilty of serious misconduct in connection with performance under this Agreement.

Responsibilities after Termination. Following the termination of this Agreement for any reason, the Company shall promptly pay the Developer any outstanding balance according to the terms of Exhibit A for Services rendered before the effective date of the termination (the “Termination Date”). The Developer acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement. All intellectual property developed pursuant to this Agreement before the Termination Date shall be delivered to the Company within Thirty (30) days of the Termination Date.

5. RESPONSIBILITIES

The Company agrees to do each of the following:

To provide Developer with access to its web sites for creating new pages, and making changes for the purpose of providing Maintenance Services.
Provide all assistance and cooperation to the Developer in order to complete maintenance requests timely and efficiently.
Properly provide initial information, and supply all content that needs to be changed or added.
Make any changes or additions to the Company’s current systems, software, and/or hardware, at the Company’s own expense, that may be required to support the operation of the Website due to work performed as a result of this agreement.

6. ACKNOWLEDGMENTS

Company understands, acknowledges and agrees that:

If the Company exhausts all of its purchased maintenance time for a given month, any further work during that month will be billed at an hourly rate as set out in the attached Exhibit A.
Web page updates exclude, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, and search engine optimization.
Developer has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Company’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
Additional fees could be charged if content provided by the Company has to be hand-typed and exceeds the amount of time allotted in Exhibit A.
Unused time is not accumulative. Unused time does not transfer from month to month. Maintenance Services time is strictly month to month.
Developer is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
Developer is not responsible for changes made to Company’s web site(s) by other parties.
Developer will not repair Company’s website(s) that became compromised, hacked, or otherwise defaced or infected prior to the Effective Date unless set out otherwise in the Exhibit A attached to this document.
Availability of exact backups is not guaranteed.

7. ADDITIONAL SERVICES

Additional services not listed herein will be provided for a fee set out in the Exhibit A attached to this document. Developer is not responsible for developing new content or writing new copy for the Company. The Company will be charged an additional fee for writing content, based on the hourly rate set out in the Exhibit A attached to this document.

8. CONFIDENTIAL INFORMATION

The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. 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, Developer and Company 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.

9. PARTIES’ REPRESENTATIONS AND WARRANTIES

The Parties each represent and warrant as follows:
1. Each Party has full power, authority, and right to perform its obligations under the Agreement.
2. This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).
3. Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.

The Developer hereby represents and warrants as follows:
1. The Developer has the sole right to control and direct the means, details, manner, and method by which the Services required by this Agreement will be performed.
2. The Developer has the right to perform the Services required by this Agreement at any place or location, and at such times as the Developer shall determine.
3. The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Developer shall obtain all permits or permissions required to comply with such laws, rules, or regulations and shall bill any cost of such permits or permissions directly to the Company.
4. The Developer is responsible for paying all ordinary and necessary expenses of its staff.

The Company hereby represents and warrants as follows:
1. The Company will make timely payments of amounts due to the Developer under this Agreement and as detailed in Exhibit A hereto.
2. The Company shall notify the Developer of any changes to its procedures affecting the Developer’s obligations under this Agreement at least 30 days prior to implementing such changes.
3. The Company shall provide such other assistance to the Developer as it deems reasonable and appropriate.

10. NATURE OF RELATIONSHIP

The Developer agrees to perform the Services hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Developer is and will remain an independent contractor in its relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Developer’s compensation hereunder. The Developer shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party and a third party.

11. NO CONFLICT OF INTEREST; OTHER ACTIVITIES

The Developer hereby warrants to the Company that, to the best of its knowledge, it is not currently obliged under any existing contract or other duty that conflicts with or is inconsistent with this Agreement. During the Term, the Developer is free to engage in other website development and administration activities; provided, however, the Developer shall not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Developer’s obligations or the scope of Services to be rendered for the Company pursuant to this Agreement.

12. INDEMNIFICATION

Of Company by Developer. The Developer shall indemnify and hold harmless the Company and its officers, members, managers, employees, agents, contractors, sub-licensees, affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the “Claims”) that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of the Developer arising from or connected with the Developer’s carrying out of its duties under this Agreement, or (ii) the Developer’s breach of any of its obligations, agreements, or duties under this Agreement.
Of Developer by Company. The Company shall indemnify and hold harmless the Developer from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) the Company’s operation of its business, (ii) the Company’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party, or (iii) the Company’s breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of the Developer.

13. INTELLECTUAL PROPERTY

No Intellectual Property Infringement by Developer. The Developer hereby represents and warrants that the use and proposed use of the Website by the Company or any third party does not and shall not infringe, and the Developer has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party in the Website, and the use of the Website will not include any activity that may constitute “passing off.” To the extent the Website infringes on the rights of any such third party, the Developer shall obtain a license or consent from such third party permitting the use of the Website.
No Intellectual Property Infringement by Company. The Company represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Website are owned by the Company, or that the Company has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Developer and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Company.
Continuing Ownership of Existing Trademarks. The Developer recognizes the Company’s right, title, and interest in and to all service marks, trademarks, and trade names used by the Company and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Company’s right, title, and interest therein, nor shall the Developer cause diminishment of value of said trademarks or trade names through any act or representation. The Developer shall not apply for, acquire, or claim any right, title, or interest in or to any such service marks, trademarks, or trade names, or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this Agreement, the Developer shall cease to use all of the Company’s trademarks, marks, and trade names except as defined in any previous or subsequent agreements entered into with the Company.

14. LAWS AFFECTING ELECTRONIC COMMERCE

From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Company agrees that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Company’s exercise of Internet electronic commerce.

15. AMENDMENTS

No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.

16. ASSIGNMENT

The Company may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of The Developer. The Developer reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

17. SUCCESSORS AND ASSIGNS

All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.

18. FORCE MAJEURE

A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:

notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and
use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.

19. NO IMPLIED WAIVER

The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

20. NOTICE

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be via electronic mail (hereafter referred to as email) or in writing which shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows:

If to the Company:

[esigninja formid="2" field_id="8" display="value" ]

If to the Developer:

Developm3nt Group LLC

P.O. Box 270792

Littleton, CO 80127

Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

21. GOVERNING LAW

This Agreement shall be governed by the laws of the state of Colorado. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

22. COUNTERPARTS/ELECTRONIC SIGNATURES

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

23. SEVERABILITY

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

24. ENTIRE AGREEMENT

This Agreement, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

25. HEADINGS

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

26. READ AND UNDERSTOOD

Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

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October 17, 2021 12:15 pm MDT

D3v Website Maintenance Agreement Uploaded by Christopher Koerber - chris.koerber@developm3nt.com IP 47.37.21.56