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Website Services Agreement

Effective January 1, 2023

This Agreement (“Agreement”) is made between End Two End, LLC (doing business as Sage Island) a North Carolina corporation with its primary place of business at 2002 Eastwood Rd Suite 306, Wilmington North Carolina 28403 (“Company”) and Company Name Here (“Client”). Described herein includes the terms and conditions upon which Company, and/or its subsidiaries and affiliates, will provide to Client, Website Services.

  1. Company agrees to provide to Client the services described herein for the purpose of creating computer files, audiovisuals and other content (collectively, the “Website”) for Client’s use on the World Wide Web service of the Internet (the “Design Services” and “Programming Services”).
  2. Client may request and Company may agree that Company will place the Website on a computer server owned, operated or accessible by Company and allow storage of information received by Client or from the general public on such server on a monthly basis as more fully described and subject to the terms outlined in, (the “Hosting Services Agreement”). If Client elects to use the Hosting Services and Company agrees to provide them, fees for the Hosting Services will be invoiced on a monthly basis at the rate provided. Company may adjust such monthly fees upon delivering 30 days advance notice to Client.
  3. Client agrees to pay all invoices for the Design, Modification, Hosting and Programming Services (collectively, the “Services”) in full within 30 days after date of invoice. Interest may be charged by Company on overdue accounts at the maximum rate allowed by law. Company shall be entitled to withhold performance and discontinue all services invoiced until all amounts due are paid in full.
  4. Client will provide those audio/visual materials and content to be included in the Website as set forth in or identified during the Project Development Process. All such materials and content provided to Company by Client for incorporation in the Website (the “Client Works”) will remain the property of Client, and Client hereby authorizes and grants the Company the right and license to use such materials and content. All remaining rights, title and interest in and to the Website and all updates, changes and derivatives thereof developed by the Company, including design, content, all works of authorship, all reports, data or materials, all computer software, object code and sources code and all related documentation generated by Company in developing or maintaining the Website, and all other intellectual property rights attributable to or incorporated therein, (collectively “Company Works”), will be and remain the property of Company. Company hereby grants to Client a perpetual, royalty-free, non-exclusive right and license to the Company Works, including the right to modify the same, and a non-exclusive right and license to the third party software incorporated into the Website on terms contained in such third party software licenses, all as are necessary or appropriate to utilize the Services and to display the Website.
  5. Company warrants that: (1) the Services will be performed in a workmanlike manner; and (2) to the best of its knowledge, the Company Work does not infringe the intellectual property rights of any third party. Client agrees to hold Company harmless from any and all third party claims, damages, losses and liability, including reasonable attorneys’ fees and expenses, arising from or relating to any breach by Company of the terms and conditions of, including the Company’s warranties contained in this Agreement.
  6. Client warrants that: (1) it will use the Services and the Website in a manner consistent with any and all applicable laws and regulations; (2) it owns or has sufficient rights to use and to authorize Company to use the Client Work incorporated in the Website; (3) to the best of its knowledge the Client Work does not infringe the intellectual property rights of any third party; and (4) it will comply with the terms of any third party software licenses. Client agrees to indemnify and hold Company harmless from any and all third party claims, damages, losses and liability, including reasonable attorneys’ fees and expenses, arising from or relating to Client’s use of the Website and any products or services offered by means of the Website and/or any breach by Client of the terms or the Client’s warranties contained in this Agreement.
  7. Company makes no other representations or warranties of any kind, express or implied, by operation of law or otherwise, including without limitation warranties of merchant ability or fitness for a particular purpose or any warranties with respect to the website, the services or the functionality, operation, transmission or results of use of the website.
  8. In no event will Company be liable for any special, indirect, incidental, consequential or exemplary damages or lost profits arising out of the services or any products provided under this agreement, whether or not caused by events under or beyond Company’s reasonable control, even if Company has been advised of the possibility of such damages. This includes the Client’s website failing ADA compliance. Company’s liability to Client for actual damages for any cause whatsoever, regardless of the form of action, will be strictly limited to a maximum 50% of the fees paid to the Company by the Client in the 12 month period immediately preceding the event giving rise to the cause of action.
  9. Company is not responsible for damage or loss to the Client’s data. This service is provided on an “as is, as available” basis. Sage Island gives no warranty, expressed or implied, for the Web Hosting Service provided, including, without limitation, warranty of the viability of Internet services for an particular purpose. This denial of warranty expressly includes any reimbursement for losses of income due to disruption of services or loss of data by Sage Island or its providers. The Client agrees to hold Sage Island harmless from any claim, including attorney fees, resulting from Client’s or third party’s use of email services, loss of email, online, or website data. Notwithstanding the above, Client’s remedy for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, will be strictly limited to a maximum 50% of the fees paid to the Company by the Client in the 12 month period immediately preceding the event giving rise to the cause of action.
  10. Any custom software provided by Company to the Client will be licensed to Client on a non-exclusive, royalty-free, fully-paid basis according to the terms of this Agreement.
  11. Client warrants that it has the right to use their applicable trademarks, and grants Sage Island the right to use such trademarks in connection with Sage Island’s promotion of, cataloging of, referencing of, or indexing of Sage Island’s Clients. Client warrants that: (1) it will use the Services and the Website in a manner consistent with any and all applicable laws and regulations; (2) it owns or has sufficient rights to use and to authorize Company to use the Client Work, if applicable, incorporated in the Website; (3) to the best of its knowledge the Client Work, if applicable, does not infringe the intellectual property rights of any third party; and (4) it will comply with the terms of any third party software licenses. Client agrees to indemnify and hold Sage Island harmless from any and all third party claims, damages, losses and liability, including reasonable attorneys’ fees and expenses, arising from or relating to Client’s use of the Website and any products or services offered by means of the Website and/or any breach by Client of the terms or the Client’s warranties contained in this Agreement.
  12. Company will make all reasonable effort for Client Website to meet standard ADA compliance. Company does not guarantee this compliance and the Client is responsible for ensuring Website meets and maintains ADA compliance.
  13. Company is not responsible for any delays resulting from fire, strike, slowdown or labor interruption, civil commotion, war, embargo, delay or failure of suppliers, contractors or common carriers, breakdown of equipment of power failure, explosion, accident, governmental act or regulation, natural disaster or other Act of God, or other cause beyond the reasonable control of Company, and any such delay will not be considered a breach of this Agreement.
  14. Either party may terminate this Agreement for material breach by the other party by giving 30 days prior written notice specifying the breach; provided, however, that the Agreement will not be terminated if the specified breach is cured within the notice period. Otherwise, this Agreement will continue in full force and effect unless terminated by either party upon no less than 60 days prior written notice to the other party. All disclaimers, representations, warranties and exclusions, indemnifications and choice of law provisions and all accrued and unpaid fees will survive the termination of this Agreement.
  15. Neither party may assign this Agreement or any rights or duties hereunder without the other party’s consent, which will not be unreasonably withheld or delayed, except pursuant to: a) the sale of all or substantially all of the assets of the party; or b) any merger, or other business combination by which the party is acquired by or acquires another entity with the result that the party is not the surviving entity of the merger or other business combination; provided however that in the event of sale of all or substantially all of the assets of a party or such business combination, the acquiring or surviving entity shall likewise be prohibited from further assignment as provided in this paragraph.
  16. During the term of this Agreement, Company is an independent contractor providing the Services to Client, and this Agreement does not create any agency, joint venture or partnership between Company and Client. Under no circumstances will either party be deemed an agent of the other party for any purpose whatsoever.
  17. This Agreement will be governed by and construed in accordance with the substantive laws of the State of North Carolina and the United States.
  18. Any illegality or unenforceability of any one provision of this Agreement will not affect the validity or enforceability of any other provision hereof.
  19. Client will have 30 days following the date the website changes go live to evaluate Company Work provided. If Client is reasonably dissatisfied with any Company Work provided, Client may request modifications in writing to such work. At it’s own discretion, the Company will use their best efforts to make the requested modifications in a time manner if requested changes are deemed reasonable.
  20. This Agreement is the complete understanding between Company and Client with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties with respect to such subject matter. This agreement and future updates to this agreement will be communicated via email and can be reviewed at any time on our website at https://sageisland.com/serviceagreements/. The Client agrees that the terms of this agreement and all future revisions will go into effect 30 days following communication and payment of invoice constitutes a binding agreement. The Company reserves the right to change, with 30 days prior notice to the Client, terms and conditions in this service agreement.