Between Typewheel LLC
And Retina Associates of Indiana
We’ll always do our best to fulfill your needs and meet your expectations, but it’s important to have things written down so we both know what’s what, with expectations, and how to proceed should something unexpectedly go wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We aim to set out what is best for both parties – now and in the future.
You (Retina Associates of Indiana) (“You”) are hiring us (Typewheel) (“We” or “Us”) to:
- plan and build a website in accordance with previously-provided proposal.
- maintain a website at retinaaoi.com in accordance with Typewheel Publisher services
- per request, design, develop, and manage the aforementioned website
We will commit the time needed to accomplish tasks and projects at hand in a timely manner.
For ongoing Typewheel Publisher services, you will pay $100 per month to be paid by the 15th of each month (or as per alternative scheduled term) for which service is rendered. See additional financial agreements under Payment Schedule.
This contract has an effective start date upon signature of both parties, supersedes all previous contracts, and remains effective for an initial minimum term of six months from this date and thenceforth until one month after you or we request termination of this partnership.
What Do Both Parties Agree To?
You: You will carry out your responsibilities, as stated in this contract, in a professional and timely manner.
Us: We will carry out our responsibilities, as stated in this contract, in a professional and timely manner.
Typewheel Publisher (typewheel.xyz/services) will govern development and maintenance of the website.
Design & Development
Our site development is iterative and uses predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. Thus, in order for us to meet deadlines, you will, in a timely manner, present any significant design modifications, provide photos & copy (and any other requested assets and information), review our work, and provide timely feedback and approval. If you request significant changes to any proposed projects, then we will likely need to re-scope the project and set new deadlines. Any such agreed upon changes will incur additional costs.
We will strive to develop your sites in adherence to the standards of each relevant platform and tool being employed and in accordance to the expectations expressed by you.
You will provide us credentials for accounts related to domain registration, web hosting, social profiles and others needed to complete responsibilities for maintaining and managing your sites. We will ensure the confidentiality of everything you give us.
Should you or we end this agreement, we will (1) prep your site for transfer to a new host, (2) provide you with the files needed to restore the site elsewhere, (3) advise you of any tools that might be needed to ensure proper functioning of the site, and (4) transfer domain ownership at your request.
Management & Support
Whereas maintenance (covered by the Typewheel Publisher service) looks to the big picture performance of a site, management relates to the day-to-day implementation of a site (i.e. data entry, content publishing, form development, etc.). Typewheel will work to develop your sites in such a manner that they can be managed by you. However, we will retain certain site management capabilities (e.g. adding/assigning privileged users) in order to ensure integrity of the site.
You will notify us of individuals authorized to submit management and support requests. These individuals will present requests on a case-by-case basis. Our ability to complete any such requests may be contingent on your ability to respond to our requests. You agree to provide text content in a digital format that allows for copy/paste. You agree to supply graphic files in an editable, vector digital format. You agree to supply photographs in a high resolution digital format. These services will be billed hourly or as a separate project.
Products and services not explicitly mentioned in this contract are not covered in this agreement.
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device. We test our work in current versions of major desktop browsers including Safari, Chrome, Firefox, and Opera.
Testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs in Safari, Chrome, and Opera on iOS and OSX. We will attempt to develop a site that is accessible and functional for the widest range of environments. However, testing for other browsers and devices is not available at this time.
Intellectual Property Rights
“Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
What does this mean?
First, you guarantee that all elements of text, images or other artwork you provide are either owned by you or that you have permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property. We agree to not disclose any confidential information you provide without permission.
We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property.
Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:
You’ll own the website we design for you plus the visual elements that we create for it. We will provide you with source files and finished files for any visual elements. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.
We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you and will inform you of these inclusions. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
Displaying Our Work
We reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.
For ongoing Typewheel Publisher services, you will pay $100 per month to be paid by the 15th of each month for which service is rendered. Typewheel Publisher services begin on the day when we’ve mutually agreed on this contract by show of our signatures. Services that fall outside Typewheel Publisher will be billed at $100 per hour to be invoiced and paid monthly.
We reserve the right to annually review these costs and propose new terms. Late payment will be subject to a 5% fee. All payments are non-refundable.
If unique tools, resources, or hosting is needed for this project and they are not included on the suite of premium resources provided by Typewheel Publisher, you will cover these costs directly or by authorizing us to purchase and reimbursing us.
We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.
That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.
If any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Neither of us can transfer this contract to anyone else without the other’s permission.
You and we agree to adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.