Terms, Disclaimer & Limit of Liability

Last updated: November 6, 2021

Clients Responsibilities

  • Client -Supplied Material Does Not Infringe. If the Client provides Designer with material to incorporate into the work Designer is producing, the Client promises that this material does not infringe on someone else’s intellectual property rights. Designer will not be held liable if Client’ supplied material infringes on someone else’s intellectual property rights.

  • Client Availability and Review. Client agrees to be reasonably available to Designer for any questions regarding the Services and to review the Services in a timely manner.

  • Client’s Timeliness and Delay and Re-Consultation Fee. As discussed above Designer’s ability to provide Services is dependent on Client’s ability to provide all materials, answer all questions, give comments and approvals or revisions in a timely manner. If Client is unresponsive in providing information or delayed in responding to Designer by more than [M: NUMBER DAYS DELAYED] days, Client will be charged an additional fee of [N: DELAY FEE]. If the timeline as outlined above is delayed by more than [O: NUMBER DAYS DELAYED] due to Client’s unresponsiveness and delay, then Client shall have to pay Designer a re-consultation fee of [P: RE-CONSULTATION FEE] to restart the Services.

  • Access to Accounts. Client will provide access and login information to the Designer for all accounts and/or third-party software in order for the Designer to complete the Services. If Client does not provide access and login information for the Designer to complete the Services, Designer shall not be held responsible for any Services that are unable to be completed, and as such, Client shall still be responsible for all payments due to Designer under this Agreement.

  • Expenses. Client shall reimburse Designer for all costs incurred to complete the Services, including but not limited to, font licensing, hosting and website fees and shipping costs. Designer will invoice Client for such expenses and provide all receipts for any expenses incurred.

  • Proofreading. Client is responsible for all content accuracy and proofreading.

  • Email Services. Client is responsible for all email connections to/from website and their own email servers. The Designer does not provide any type of email support and will not be liable for email service in-availability, lost emails, transfers, or any other service related to email.

  • Termination.

Termination for Convenience

Either party may cancel this Agreement at any time by providing the other party by providing the other party within 7 days written notice of such termination. Upon such termination Client will pay Designer for any amounts that are due and payable for Services performed by Designer up and until the date of termination. Upon payment, Designer will deliver all Services completed and in progress, (not final files) up and until the date of such termination. Please note that Designer will not provide refunds for any amounts already paid as time has already been reserved for the Services and will have an effect of Designer’s services to other clients.

Termination for Cause

This Agreement may be terminated in the event of a breach or failure by either party that has not been cured or cannot be cured or otherwise corrected within ten (10) days after written notice of such failure has been given. Upon such termination, Client will pay Designer for any amounts that are due and payable for Services performed by Designer up and until the date of termination. Upon payment, Designer will deliver all Services completed and in progress (not final files) up and until the date of such termination. Please note that Designer will not provide refunds for any amounts already paid as time has already been reserved for the Services and will have an effect of Designer’s services to other clients.

Browser Testing

Designer shall ensure that user experiences of a website shall be appropriate to the capabilities of a browser or device. Client understands and agrees that Designer cannot guarantee that the website will look the same in all browsers or on devices with different screens nor can Designer guarantee that the website will function with all browsers across the market or with browsers and versions developed in the future.

Independent Contractor

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between Client and Designer.

No Guarantee

The Designer does not promise or guarantee, verbally or in writing, any results, future earnings, business profits, marketing performances, audience growth, or results of any kind by using the Services. By using the Services Client accepts, agrees and understands that Client is fully responsible for its progress and results. Designer does not guarantee that Client will get any results using any of the ideas, tools, strategies or recommendations, and nothing in the Services is a promise, warranty or guarantee of such results.

No Warranties

The use of the Services are at Client’s sole risk. The Services are provided on an "as is" and "as available" basis. Designer makes no representations or warranties about the suitability, reliability, availability, timeliness, security, lack of errors, or accuracy of the Services. DESIGNER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT (1) THE SERVICES WILL MEET CLIENTS REQUIREMENTS OR EXPECTATIONS AND (2) THE SERVICES WILL BE TIMELY ERROR-FREE. No advice or information, whether oral or written, obtained by Client from Designer through the Services shall create a warranty not expressly stated in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties and/or limitations of liability, so a portion of the foregoing may not apply to Client. In such a case, any such disclaimer or limitation of liability is limited to the minimum extent permissible under applicable law.

Work Product

Ownership

Designer agrees that the Services, and the services of any employees or independent contractors hired by Designer, are rendered hereunder as a "work-made-for-hire" specially ordered by Company pursuant to Sections 101 and 201 of the Copyright Act of 1976 and all similar laws of jurisdiction, with Client being deemed the sole author and owner of the results and proceeds of the Services (the “Work Product”) pursuant to this Agreement (including, without limitation, any materials or work product delivered hereunder).

Designer Ownership

Notwithstanding any other provision of this Agreement, the services will/may include some programming code that the Designer has previously developed for its own use (the “Designer’s Prior Code”). The Designer expressly retains full ownership of such code, including all associated rights to use such code. However, the Designer grants Client a non-exclusive license to use the Designer’s Prior Code

Work Product Use

Notwithstanding the above clause, Designer shall be permitted to use the Work Product for marketing purposes, after such Work Product have been made public by the Client. Nothing contained herein shall limit Designer’s rights.

Work Product Does Not Infringe

Designer promises that its Work Product does not and will not infringe on someone else’s intellectual property rights. Client understands that Designer has a specific style and aesthetic of work that it produces for its clients and that style may be similar to the Work Product and, such similarity is not an infringement on someone else’s intellectual property rights nor Client’s Work Product in the future.

Credit

Designer shall have the right to claim designing and development credit of Client’s website by including “Website Design by Charlotte’s Web Designs, LLC” in small font on the footer of Client’s website, that will not be obstructive to Client’s material. If Client wishes to remove the development and design credit, Client shall pay Designer a fee of Twenty-Five Hundred Dollars ($2,500).

Confidential Information

For purposes of this Agreement, “Confidential Information” means and will include: (i) any information, materials or knowledge regarding Company and its business including but not limited to, client information, financials, any login or password information that is disclosed to Designer or to which Designer has access to in connection with performing the Services; and (ii)  the existence and terms and conditions of this Agreement. Confidential Information will not include, however, any information that is or becomes part of the public domain through no fault of Designer or that Client regularly gives to third parties without restrictions on use or disclosure. Designer agrees to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in performing the Services, and not to disclose it to others.

Use of Client’s Name and Comments

Designer shall have the right to use Client’s name, feedback, emails, testimonials, comments, service marks or trade names for its own advertising, promotion, marketing or publicity in any medium of public communication, including, but not limited to, print and electronic media, without the prior written consent of Client.

Indemnification

The parties shall, defend, indemnify and hold harmless the other party, from and against, all third party, claims, actions, causes of actions, judgments, liabilities, obligations and expenses, and other amounts actually incurred, arising out of, relating to, or resulting from the breach of any provision of this Agreement. This indemnification obligation shall survive the expiration of the Term.

Limitation of Liability

Client agrees to absolve the Designer of any and all liability or loss that Client or any person or entity associated with Client may suffer or incur as a result of use of the Services. Client agrees that the Designer shall not be liable for any type of damages, including direct, indirect, special, incidental, equitable, or consequential loss or damages for use of the Services. Designer ’s liability to Client or any third parties under any circumstance is limited to the amount Client has paid Designer under this Agreement.

Dispute Resolution

In the event of a dispute arising out of this Agreement that cannot be resolved by mutual agreement, the parties agree to engage in mediation. If the matter cannot be resolved through mediation, and legal action ensues, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.

Force Majeure

Neither party shall be liable for any costs or damages due to delay or nonperformance under this Agreement arising out of any cause or event beyond such party’s control, including but not limited to Acts of God, fire, flood, explosion, earthquake, or other natural forces, war, civil unrest, pandemic, COVID-19, accident, work stoppage, power or other mechanical failure, governmental action, or communication disruption. A party claiming the benefit of this provision shall, as soon as reasonably practicable after or during the occurrence of any such event, (a) provide written notice to the other party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement, as applicable, as soon as reasonably practicable.

Assignment

Neither party may assign or transfer any of their rights or delegate any of their obligations under this Agreement, in whole or in part, without the other party’s express prior written consent. Any attempted assignment, transfer or delegation, without such consent, will be void.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the [V: STATE YOUR COMPANY IS LOCATED] excluding that body of law pertaining to conflict of laws.

Severability

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

Entire Agreement

This Agreement constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.

Waiver

The waiver of any breach of any provision of this Agreement will not constitute a waiver of any subsequent breach of the same other provisions hereof.

Counterparts

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

DISCLOSURE AND LIMIT OF LIABILITY
The information contained in all websites or marketing material created by Charlotte’s Web Designs, LLC is for general information purposes only. The information is provided by the client and while we endeavor to keep the information up to date and correct, Charlotte's Web Designs, LLC make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

Charlotte’s Web Designs, LLC will not be liable for any client’s non-compete clauses incurred with another company.. Th client takes full responsibility for accuracy, content (including images and text), implied messaging, and marketing efforts, and Charlotte’s Web Designs, LLL will not be held liable.

In no event will Charlotte’s Web Designs, LLC be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.

Through clients’s websites you may be able to link to other websites which are not under the control of Charlotte’s Web Designs, LLC.. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.

Every effort is made to keep the website and/or ads up and running smoothly. However, Charlotte’s Web Designs, LLC takes no responsibility for, and will not be liable for, the website or ads being temporarily unavailable due to technical issues beyond our control.

FURTHER DISCLOSURES AND LIMITS OF LIABILITY
In no event will Charlotte’s Web Designs, LLC (“CWD”) be liable for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising from the use of customer web sites, customer products or external links and affiliate sites. Clients, visitors, and third parties, agree to indemnify and hold harmless CWD, its owners, employees and its agents, from any damages claimed as a result of information, resources, products or services, or third party links obtained from the CWD site.

Our products and services are provided "as is" without warranty of any kind, either expressed or implied unless otherwise stated. In no event shall our juridical person be liable for any damages including, but not limited to, direct, indirect, special, incidental or consequential damages or other losses arising out of the use of or inability to use our products and services.

All services provided by CWD may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any United States Federal, State or City law is prohibited. This includes, but is not limited to: copyrighted material, trademark, intellectual property, material we judge to be threatening or obscene, or material protected by trade secret and other statute without proper authorization. The subscriber agrees to indemnify and hold harmless CWD from any claims resulting from the use of the service which damages the subscriber or any other party.

Pornography and sex-related merchandising and material is prohibited on all sites hosted or designed by CWD. This includes sites that may infer sexual content, or links to adult content elsewhere. If you host non-adult related content with us and then host adult related sites somewhere else, this is also prohibited and we can not allow someone to host on our server that would host pornography elsewhere. If we find out that you are hosting adult material elsewhere, we will be forced to remove your site (even if it does not have adult material on it) from our servers because we feel that it would be just a matter of time before you would either try to put that on our servers or place a link to it. CWD will be the sole arbiter in determining violations of this provision.

If pornography is found on any of our sites, the offending domain will be deleted immediately with no warning and no refunds of money will be given. NO links to any pornography or sex related sites are tolerated and your site will immediately be removed without refund.

Also prohibited are sites that promote any illegal activity or present content that may be damaging to CWD or any other server on the internet. Links to such materials are also prohibited. No warez, illegal MP3 downloads or gaming sites.

Examples of unacceptable content or links:
Pirated software
Hacker / Cracker programs or archives
Warez sites

CWD will be the sole arbiter as to what constitutes a violation of this provision.

Our company reserves the right to change or modify these terms with no prior notice.

If you have questions contact beth@charlotteswebdesigns.com