Copyrights and Trademarks
A. Use of photo/graphics programs, web site shopping cart programs, and web site development, Database and programs utilized by TWC in creating the Web Application Project under this Agreement, but not owned by TWC , is limited to the TWC’s use only; the products themselves remain the property of their respective owners. CLIENT acknowledges that TWC owns or holds a license to use various pre-existing development tools, routines, subroutines, techniques and other programs, data and materials that TWC may include in the Web Application Project developed under this Agreement. TWC (a) shall retain all right, title and interest, including all copyright, patent rights and trade secret rights in the Background Technology, and (b) hereby grants to CLIENT, to the extent it is legally able to do so, a nonexclusive, perpetual, worldwide license to use the Background Technology in the Web Application Project developed for and delivered to CLIENT under this Agreement. Such license is transferable as part of any sale, assignment, or other transfer of the entire Web Application Project being delivered by TWC pursuant to this Agreement.
B. TWC represents and warrants to CLIENT that (i)TWC has full right and every lawful power and authority, without the consent of any other party, to create the Web Application Project and to transfer title to the same to CLIENT and to grant the licenses in the Background Technology as contemplated by this section, and (ii) except to the extent of any matter for which CLIENT is providing to TWC a representation, Web Application Project does not and shall not infringe the rights of any other party, except for such rights as are covered by licenses granted to CLIENT pursuant to this Section C. TWC shall indemnify, defend, and hold CLIENT free and harmless from and against all claims, costs, damages, and expenses arising from or relating to any breach of the foregoing representation or warranty.
Domain Names, Site Hosting, and Search Engines
In the event that TWC coordinates domain name registration for CLIENT, upon confirmation of registration of the Domain Name with third party REGISTRAR, TWC will provide REGISTRAR’S confirmation documentation. TWC shall not be liable to CLIENT or any of its customers for any claims or losses or damages of any and every nature, resulting from inability to register domain names, the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, failed servers, non-deliveries, or service interruptions whether or not caused by the fault or negligence of TWC. TWC cannot guarantee the ranking position of any URL submission to Search Engines.
Web Browser, Monitor Resolution Default
CLIENT understands and agrees that all web site pages will be designed for the largest online viewing audience at default of 1024 x 768 pixel resolution unless otherwise stated. Production will be optimized and quality tested for the following browsers unless otherwise stated:
Internet Explorer
Stable Release: 10.0.6
Latest browser version: 11
Firefox (also called Mozilla Firefox)
Stable Release: 22.0
Latest browser version: 23.0b1
Chrome
Stable Release: 27.0.1453.116
Latest browser version: 28.0.1500.53
Safari
Stable Release: 6.0.5
Latest browser version: 6.0.5
Scope of Service
Copyrighting and/or copy-editing are not considered as part of the design process and are billed in addition to the agreed-upon design fees. CLIENT is encouraged to write copy for any and all website pages and other online promotional pieces. In the event that CLIENT decides to write copy for the CLIENT web site, all text will be provided to TWC in a digital format and spell checked.
No Warranty
The developer content furnished under this agreement is provided on an “as is” basis, without any warranties or representations expressed, implied, or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability, or fitness for a particular purpose. Nor are there any warranties created by a course of dealing, course of performance, or trade usage. TWC does not warrant that the operation of the site will be continual, uninterrupted, or error free.
Payment of Fees
CLIENT agrees to pay total fees as described in the Package Levels above.
Termination
Either party may cancel this contract. If CLIENT cancels contract, fees paid to date are non-refundable. If either party breaches its obligations under this contract, and such breach is not cured within ten (10) days following the date on which the other party (the “non-breaching party”) delivers to the breaching party written notice specifying the breach, then at the election of the non-breaching party this Agreement shall terminate at the expiration of that 10-day period. Such election shall be made by the non-breaching party’s delivering to the breaching party, within five (5) days after the end of that 10-day period, written notice of termination. Notwithstanding any
termination hereunder, (a) CLIENT shall remain liable to pay TWC the costs and fees that have accrued under this Agreement prior to the effective date of termination, and (b) all rights and duties of the parties shall survive the termination of this Agreement.
Association Rights
CLIENT authorizes TWC to use CLIENT’s name, web site, web site logos and CLIENT testimonials for any and all advertising and promotional purposes in TWC ’S brochures, newspapers and magazine advertisements, and on TWC ’S web site as
part of a design portfolio presentation.
Miscellaneous
This Agreement constitutes the entire understanding between the parties.
Only an instrument in writing signed by both parties can modify the terms of this agreement. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. It is intended that each paragraph of this Agreement shall be viewed as separate and divisible, and in the event that any paragraph shall be held to be invalid, the remaining paragraphs shall continue to be in full force and effect. This Agreement shall be binding on, and inure to the benefit of, the parties’ heirs, successors, assigns, and personal representatives. This Agreement shall be governed by the laws of New Zealand.
