Clear expectations protect your project, your timeline, and your budget. Please review these policies before purchasing or beginning production.
Please do not assume a service is included because it is related to your website. SAW only provides the services specifically listed in your purchased package, checkout item, invoice, proposal, or approved written scope.
Website packages, bundles, and services include content placement only unless content writing is clearly listed as a purchased service. Client-provided content is copied and pasted as submitted. We do not rewrite, proofread, organize, fact-check, correct, or polish client-provided content unless a paid content writing service is purchased.
You provide final approved content. Standard American Web™ copies and places it exactly as submitted. Writing, editing, grammar correction, organization, and cleanup are not included.
AI-assisted draft copy created from the business details you provide. You are responsible for reviewing and approving final facts before publishing.
Human-written content handled by a professional writer outside the SAW production team. This is used for clients who want a stronger writing process.
We provide the website services listed in your purchased package, checkout, invoice, proposal, or approved written scope.
These services are not included unless they are specifically listed as purchased.
Timelines begin once the required materials are received. Missing content, scattered content, late approvals, or unclear instructions may delay production.
Quick answers to common client questions.
No. Website packages include content placement unless copywriting is clearly listed as a purchased service.
Not under standard content placement. Editing, rewriting, proofreading, and organizing require a paid content writing service.
Call 1(601) 640-1512 to request the ContentSnare link, or purchase AI-assisted or professional human copywriting.
It means SAW places your content exactly as submitted. We do not interpret, rewrite, correct, or restructure it.
The client approves all final content, facts, claims, pricing, names, services, and legal statements before publishing.
Yes. Missing content, unclear content, scattered submissions, or late approvals may pause or extend the project timeline.
Call SAW at 1(601) 640-1512 to request the ContentSnare link, or choose one of the paid content writing options above.
Last Updated: July 2025
Standard American Web, found at https://standardamericanweb.com hereafter "SAW," "we," "our," or "us", is committed to protecting your privacy. This Privacy Policy explains how we collect, use, and disclose your personal information and what your rights are.
Website packages, bundles, checkout offers, development services, design services, and automation services include content placement only unless content writing is clearly listed as a purchased service in your checkout, invoice, proposal, written scope of work, or service agreement.
If content writing is not mentioned in the offer you are purchasing, that means it is not automatically included. Clients should make preparations accordingly before the project begins.
Client-provided content is treated as final approved content. SAW will copy and paste the content into the website as submitted. Under the standard website package, SAW does not rewrite, proofread, organize, research, fact-check, expand, shorten, correct grammar, improve wording, or sort through unclear content.
If you provide your own content, please provide it clearly, completely, and in the correct order for each page. Scattered content sent across text messages, emails, screenshots, social media messages, or multiple files may delay production and may require an additional content organization service.
AI-generated website content is available for clients who want SAW to create draft page copy using information the client provides. The client must review, correct, and approve all final facts, claims, names, prices, services, credentials, and legal statements before publishing.
Human-generated content is available at $250 per page. SAW does not write this content internally. It is outsourced to a professional writer because high-quality human writing is time-consuming and outside the normal production scope of our small web development staff.
If you need help gathering or submitting content, contact your SAW P.O.C. and request the ContentSnare link. ContentSnare helps collect your text, images, page details, edits, and approvals in a cleaner format before production continues.
Call or text: 1(601) 640-1512
We may collect personal information from:
"Personal information" means data that can identify you, including but not limited to: name, address, email, phone number, IP address, payment data, or user account information.
We collect two main types of data:
Browser type, operating system, device identifiers, pages visited, and referring websites.
Information you voluntarily submit through forms, payments, scheduling tools, checkout carts, project intake systems, or AI assistant interactions.
Other collected data may include business type, service preferences, uploaded content such as files for web development, user-generated form entries, CRM pipeline activity, project notes, revision requests, and content submitted through approved collection tools.
We do not sell your personal data. We may share limited information:
We enforce strict confidentiality expectations with staff, contractors, vendors, and subcontractors who support client projects.
We use cookies and similar technologies to:
You may adjust cookie settings through your browser.
Depending on your location, including California or the European Union, you may:
Contact us below to submit a request.
Each customer of our website or digital product has one (1) set of revision rounds per page within the first 30 days of project launch. If no revisions are submitted during this time, the revision period closes. Additional revisions beyond this window or round may be billable.
Revisions do not include free content writing, rewriting, editing, proofreading, restructuring, or sorting through client-provided content unless a paid content writing service has been purchased.
By submitting your payment, you agree to our terms of service and project scope. Due to the custom nature of our work, all deposits and milestone payments are non-refundable unless otherwise agreed in writing. Payment disputes are subject to mediation.
Content writing, AI-generated content, human-generated content, content organization, additional pages, major revisions, extra integrations, SEO writing, blog writing, and other add-on services are separate billable services unless specifically included in writing.
If you have any questions or requests regarding this Privacy Policy or your data:
Standard American Web
Attn: Legal & Compliance Department
Biloxi, MS 39530
Email:
[email protected]
By submitting any form or using our services, you agree to be contacted by Standard American Web, its partners, or Smart Website Design by:
You also agree to receive periodic communications unless you opt out.
If you are a service vendor or outreach representative, submitting a form does not give you permission to solicit our company. Repeated contact attempts may be filtered or reported.
We may update this Privacy Policy from time to time. The updated version will always be posted on our site with the date at the top. Continued use of our services after any update means you accept the revised policy.
Thank you for trusting Standard American Web. We are committed to your privacy, your data, and your business success.
We are also committed to clear expectations. Please remember: content writing is not automatically included in any website package, bundle, or service unless it is specifically listed as purchased.
Please review the full agreement below. Critical payment, timeline, revision, ownership, Business-In-A-Box™, and signing provisions are highlighted for easier review.
Date: May 30, 2026
Company / Business Name:
Client Contact Person:
Project Fee Agreed to: $0.00
I can confirm the above details are correct.
Condition Of Agreement
This Agreement for design services is between:
Standard American Web
Design Firm
for the performance of the services described in the proposal sent to Client on Proposal delivery date ('DateOfProposal"). The parties, therefore, agree as follows:
DEFINITION OF TERMS
Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule A, together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
Client's Content means all materials, information, photography, writings, and other creative content provided by Client for use in the preparation of and/or incorporation in the delivered commodities.
Copyrights mean the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.
Delivered Commodity(ies) means the services and work product specified in the Proposal to be delivered by Designer to Client, in the form and media specified in the Proposal.
Designer's Tools mean all design tools developed and/or utilized by Designer in performing the services, including without limitation preexisting and newly developed software including source code, Web authoring tools, type font, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
Final Art means all creative content developed or created by Designer, or commissioned by Designer, exclusively for the Project and incorporated into and delivered as part of the Final Delivered commodities, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client content, and Designer's selection, arrangement and coordination of such elements together with Client content and/or third party materials.
Final Delivered Commodity means the final versions of delivered commodities provided by the Designer and accepted by the Client.
Preliminary Works means all artwork including, but not limited to concepts, sketches visual presentations, or other alternate or preliminary designs and documents developed by the Designer and which may or may not be shown and or delivered to the Client for consideration but do not form part of the Final Art.
Project means the scope and purpose of the Client's identified usage of the work product as described in the Proposal.
Condition Of Agreement Page 2
Services mean all services and the work product to be provided to the Client by the Designer as described and otherwise further defined in the Proposal.
Third-Party Materials means proprietary third party materials which are incorporated into the final delivered commodities, including without limitation stock photography or illustration.
Trademarks mean trade names, words, symbols, designs, logos, or other devices or designs used in the final delivered commodity to designate the origin or source of the goods or services of the Client.
Modifications (or MODs) Change that adapts, limits, qualifies, or restricts something to a new end or purpose. Changes made to a design during or after the final product is delivered that are not in the scope of the originally agreed upon product, such as increasing or reducing content or web design features. All such MODs are applicable to fees.
Business-In-A-Box™, B-I-A-B, or BIAB means any discounted, financed, leased, promotional, agency-managed, bundled, or monthly-payment website, funnel, automation, CRM, hosting, or digital production package identified in any checkout, invoice, proposal, payment link, written scope, product title, product description, internal note, sales communication, or client-facing offer as “Business-In-A-Box,” “B-I-A-B,” “BIAB,” or any substantially similar wording. If the Client's purchase, proposal, invoice, checkout, payment schedule, package description, or written service description cites Business-In-A-Box, B-I-A-B, or BIAB in any form, the Business-In-A-Box provisions of this Agreement shall apply.
PROPOSAL
The terms of the Proposal shall be effective for 14 days after presentation to the Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and delivered commodities may be subject to amendment, change, substitution, or
worst-case scenario, cancellation of the project.
FEES & CHARGES
Fees. In consideration of the services to be performed by the Designer, the Client shall pay to the Designer fees in the amount(s) and according to the Payment Schedule set forth in the Proposal and all applicable sales, use, or value-added taxes, even if calculated or assessed subsequent to the Payment Schedule. Late fees are accumulated after a ten (10) days grace period and start at twenty-five percent (25%) of the total payment and acquire an additional charge at day fifteen of being late. Processing fees are the fees charged to the Client via online eCommerce providers such as Paypal, Ecwid, Wazala, Shopify, etc., and may range from five (5%) to eight percent (8%) depending on the provider.
Expenses. The Client shall pay the Designer's expenses incurred in connection with this Agreement as follows: (a.) incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees, tolls, and taxis at cost plus the Designer's standard markup of 30%, and if applicable, mileage reimbursement at .35 cents per mile; and (b.) travel expenses including transportation, meals, and lodging, incurred by the Designer with the Client's prior approval.
Additional Costs. The Project pricing includes the Designer's fee only. Any and all outside costs including, but not limited to, equipment rental, photographer's cost and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to the Client unless specifically otherwise provided for in the Proposal.
Condition Of Agreement Page 3
Invoices. All invoices are issued on the 20th of each month. Payment of the invoice is expected even with the absence of receipt of the invoice on the 20th of each month. All invoices are payable within ten (10) days from the 20th or the last day of the month; with ever one comes first. A monthly service charge of 25% (or the greatest amount allowed by state law) is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. The Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Designer reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. The Designer reserves the right to disable work for any payment over five (5) days overdue and reserve the right to demand full payment of all remaining costs remaining on contract and/or web hosting or maintain for late payments over thirty (30) days overdue. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, fees, charges, or the cost of changes.
In the case of FINANCE or LEASE: a payment of minimum payment is established. This payment is due before work will begin on the project, and this amount is established by the management of Standard American Web according to the details of the type of project being purchased. Thirty (30) days from this payment date or the 20th of the next month (whichever one comes first) an established monthly payment begins. The payment is due on the 20th of each month and is considered late on the 1st of the following month where it will acquire eighteen (18%) percent of the payment will be added on to that payment. If not paid by the 10th of that month an additional ten (10%) percent will be added to the eighteen (18%) percent late fee which will be added to the monthly payment scheduled. If payment is not received by the 15th of the month after the payment is due; Standard American Web reserve the right to disable the product or service.
SPECIAL NOTE: Please note that no official work will begin on any project until a signed contract and the full required deposit has been received by SAW in full. Until those two items are received the project will remain in "onboarding" status and the client will remain seen as only a potential client and not a client of SAW. Additionally, all finished projects must remain on SAW servers until all payments are paid-in-full. At that time the client is free to continue on SAW servers for a small web hosting fee or they can have it moved to their own web hosting provider.
Business-In-A-Box™ / B-I-A-B Applicability. Business-In-A-Box™, B-I-A-B, or BIAB is a finance, lease, promotional, discounted, and/or agency-managed service structure designed to allow small business owners to obtain a higher-value website, funnel, CRM, automation, hosting, and/or digital development package at a reduced upfront cost. If the Client's purchase, checkout, invoice, proposal, payment link, package title, product description, written scope, payment schedule, sales communication, or any associated service documentation references “Business-In-A-Box,” “B-I-A-B,” “BIAB,” or substantially similar wording, then this Business-In-A-Box clause applies to the Client's purchase and becomes part of the controlling Agreement.
Two-Year Recovery Structure. The Client acknowledges that Business-In-A-Box™, B-I-A-B, and BIAB pricing may represent a substantial discount from the regular retail value of the project. The reduced upfront cost is made possible because Standard American Web expects to recover part of its production discount, initial development investment, software/platform labor, operational cost, hosting/management burden, and lost upfront margin through the Client's monthly payments over the full contract term. Unless otherwise stated in writing, the Business-In-A-Box term is twenty-four (24) months.
No Waiver Based On Client Misunderstanding. This clause applies whether or not the Client claims to have understood, recognized, remembered, or personally interpreted the product as a Business-In-A-Box, B-I-A-B, or BIAB product, provided the purchase was identified in any reasonable purchase record, proposal, invoice, checkout, payment link, service description, written scope, or associated communication as Business-In-A-Box, B-I-A-B, BIAB, financed, leased, discounted, promotional, monthly-payment, or agency-managed. Failure to read the Agreement, failure to ask questions, misunderstanding the financing structure, or continuing with checkout without reviewing the terms shall not waive Standard American Web's right to enforce this clause.
There is no permitted voluntary early discontinuation, migration, cancellation, platform separation, file release, hosting removal, or contract break earlier than six (6) months into a Business-In-A-Box™, B-I-A-B, or BIAB agreement. If the Client attempts to discontinue, migrate, remove, cancel, transfer, abandon, or otherwise break the agreement before six (6) months, the Client shall be responsible for the full regular retail price of the project, minus amounts already paid, plus applicable migration charges, service fees, third-party costs, recovery charges, unpaid balances, and any other costs required to make Standard American Web whole.
If the Client has approximately twelve (12) months remaining and requests migration, transfer, discontinuation, file release, cancellation, hosting removal, CRM separation, automation transfer, or removal from SAW-managed systems, the Client must purchase Agency-Managed Website Migration and pay all applicable service fees, unpaid balances, third-party fees, project separation costs, DNS/domain handling fees, CRM/export labor, and any additional cost caused by the early termination or platform transfer request.
If the Client has approximately nine (9) months remaining and requests migration, transfer, discontinuation, file release, cancellation, hosting removal, CRM separation, automation transfer, or removal from SAW-managed systems, the Client must purchase Professional WordPress Migration and pay all applicable service fees, unpaid balances, third-party fees, project separation costs, DNS/domain handling fees, CRM/export labor, and any additional cost caused by the early termination or platform transfer request.
If the Client has approximately six (6) months remaining and requests migration, transfer, discontinuation, file release, cancellation, hosting removal, or removal from SAW-managed systems, the Client must purchase Basic Website Migration. No additional service fees shall apply unless additional work, third-party fees, custom requests, hosting issues, domain/DNS work, platform conflicts, CRM/export work, automation separation, account recovery, emergency handling, or other out-of-scope migration support is required.
If the Client has three (3) months remaining or less, Standard American Web may provide available source files, export files, or backup files for the Client to use at the Client's discretion, provided the Client's account is current and all required payments, fees, and obligations have been satisfied. If the Client wants Standard American Web to perform the migration, movement, installation, DNS handling, transfer, or technical setup, the Client may purchase Basic Website Migration.
No migration, file release, backup delivery, source delivery, transfer assistance, credential handoff, hosting separation, or platform removal is required while the Client's account is past due, disputed, charged back, incomplete, under collection, or otherwise not current. Standard American Web may withhold delivery, disable access, pause service, or delay transfer until all outstanding balances, fees, charges, third-party costs, migration costs, and contract obligations are fully satisfied.
Business-In-A-Box projects may include or depend on hosting, themes, plugins, licenses, CRM systems, automations, forms, calendars, funnels, email/SMS systems, tracking tools, integrations, APIs, templates, or other third-party services. Early discontinuation may cause interruption, loss of functionality, broken automations, loss of analytics continuity, loss of CRM configuration, or additional reconfiguration expenses. The Client accepts responsibility for these risks when requesting migration, cancellation, transfer, or discontinuation before the full term is complete.
Survival Of B-I-A-B Obligations. The Client's payment obligations, migration obligations, unpaid balance obligations, discounted value recovery obligations, service fee obligations, intellectual property restrictions, and account-current requirements survive cancellation, attempted cancellation, discontinued use, website transfer, hosting removal, project abandonment, payment failure, chargeback, dispute, or migration request.
MODIFICATIONS ( MODs ) - CHANGES
General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, the Client shall pay additional charges for changes requested by the Client which are outside the scope of the services on a time and materials bases, at the Designer's standard hourly rate of 75.00 per hour (or 45.00 p/h in selected cases). Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price, or final price identified therein. The Designer may extend or modify any delivery schedule or deadlines in the Proposal and delivered commodities as may be required by such changes.
Substantive Changes. If the Client requests or instructs Changes that amount to a revision of at least ten percent (10%) of the time required to produce a page in the delivered commodities, and/or the value or scope of the services, the Designer shall be entitled to submit a new and separate Proposal to the Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and if required, any additional retainer fees are received by the Designer. All final design decisions are at the designer's discretion.
Timing. The Designer will prioritize performance of the services as may be necessary or as identified in the Proposal and will undertake commercially reasonable efforts to perform the services within the time(s) identified in the Proposal. The Client agrees to review the delivered commodities in writing or (ii) provide written comments and/or corrections sufficient to identify the Client's concerns, objections, or corrections to the Designer. The Designer shall be entitled to request written clarification of any concern, objection, or corrections. The Client acknowledges and agrees that the Designer's ability to meet any and all schedules is entirely dependent upon the Client's prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in the Client's performance or changes in the services or delivered commodities requested by the Client may delay delivery of the delivered commodities. Any such delay caused by the Client shall not constitute a breach of any term, condition, or the Designer's obligations under this Agreement and if the designer does not conform to the original timeline deadline; he retains the right to adjust the said timeline to what he/she deems sufficient to finished said project.
Condition Of Agreement Page 4
Testing and Acceptance. The Designer will exercise commercially reasonable efforts to test delivered commodities requiring testing and to make all necessary corrections prior to providing delivered commodities to the Client within five (5) business days of receipt of each delivered commodities shall notify the Designer in writing of any failure of such delivered commodities to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments the Client wishes made to such delivered commodities. Any such written notice shall be sufficient to identify with clarity any objection, correction, change, or amendment, and the Designer will undertake to make the some in a commercially timely manner. Any and all objections, corrections, changes, or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from the Client, the delivered commodities shall be deemed acceptable.
Timeline: A well-defined design and development process that is governed by established phases and milestones for each project and ensures that we hit the goals for each stage as we move into the next. This phased approach easily turns into a plan and a clear website timeline.
It should be noted that the official timeline for any project will not start until at least 80% of all content, images, and data needed to successfully complete the project has been submitted and received by SAW. Until this is achieved all products/ projects will remain in the "on-boarding" stage of the project. So until the official timeline has started we can not guarantee the length of time it will take to produce the project.
CLIENT'S RESPONSIBILITIES
The Client acknowledges that it shall be responsible for performing the following in a reasonable timely manner. A reasonable time is considered 7 business days.
(a.) coordination of any decision-making with parties other than the Designer;
(b.) provision of the Client Content in a form suitable for reproduction or incorporation into
the delivered commodities without further preparation, unless otherwise expressly provided
in the Proposal; and
(c.) final proofreading, and in the event that the Client has approved the delivered commodity
but errors, such as, by way of example, not limitation, typographic errors or misspellings,
remain in the finished product, the Client shall incur the cost of correcting such errors.
Revision Policy: Each website page included in your package is eligible for one (1) per round of revisions (eg: 1 website page can be considered a "round."), which must be submitted within 24 hours of delivery. This revision window allows us to maintain an efficient production schedule while giving you the opportunity to fine-tune the content or layout.
If we do not receive your requested changes within that 24-hour window, that round is considered “Closed.” Any additional revision requests on that same page will be considered outside scope and billed at $49 per hour.
We highly recommend reviewing your content and submitting all desired changes within the allowed timeframe to avoid incurring additional charges.
ACCREDITATION/PROMOTIONS
All displays or publications of the delivered commodity shall bear accreditation and/or copyright notice in the Designer's name in the form, size, and location as incorporated by the Designer in the delivered commodity, or as otherwise directed by the Designer. The Designer retains the right to reproduce, publish and display the delivered commodity in the Designer's portfolios and websites, and in galleries, design periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the delivered commodity in connection with such uses. Either party subject to the other's reasonable approval may describe its role in relation to the Project and if applicable, the services provided to the other party on its website and in other promotional materials, and if not expressly objected to, include a link to the other party's website.
RELATIONSHIP OF THE PARTIES
Independent Contractor. The Designer is an independent contractor, not an employee of the Client or any company affiliated with the Client. The Designer shall provide the services under the general direction of the Client, but the Designer shall determine, in the Designer's sole discretion, the manner and means by which the services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. The Designer and the work product or the delivered commodity prepared by the Designer shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to the Client ore contractual in nature on ore wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
Condition Of Agreement Page 5
Designer Agents. The Designer shall be permitted to engage and/or use third-party designers or other service providers as independent contractors in connection with the services ("Design Agents or Developers"). Notwithstanding, the Designer shall remain fully responsible for such Design Agents or Developers' compliance with the various terms and conditions of this Agreement.
No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, the Client agrees not to solicit, recruit, engage, or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of bases, any Designer, employee or Design Agent of the Designer whether or not said person has been assigned to
RELATIONSHIPS OF THE PARTIES
perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, the Client agrees that the Designer shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person's starting salary with the Client, or (b) 25 percent of fees paid to "said person" if engaged by the Client as an independent contractor. In the event of (a) above, payment of the commission will be due at the end of any month during which the independent contractor performed services for the Client. The Designer, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by the Designer, and the Designer shall be entitled to offer and provide design services to others, solicit other clients, and otherwise advertise the services offered by the Designer.
WARRANTIES AND REPRESENTATIONS
By the Client. The Client represents warrants and covenants to the Designer that
(a) The Client owns all right, title, and interest in or otherwise has full right and authority to
permit the use of the Client's content,
(b) to the best of the Client's knowledge, the Client Content does not infringe the rights of any
of any third party, and use of the Client's content as well as any Trademarks in connection
with the Project does not and will not violate the rights of any third parties,
(c) The Client shall comply with the terms and conditions of any licensing agreements
which govern the use of third party materials, and
(d) The Client shall comply with all laws and regulations as they relate to the services and
delivered commodities.
By the Designer
(a) The Designer hereby represents, warrants, and covenants to the Client that the Designer will
provide the services identified in the Agreement in a professional and workmanlike manner
and in accordance with all reasonable professional standards for such services.
Condition Of Agreement Page 6
(b) The Designer further represents, warrants, and covenants to the Client that (I) except for third
For third party materials and the Client's content, the final delivered commodity shall be the
original work of the Designer and/or its independent contractors, (ii), in the event, that the
final delivered commodity includes the work of independent contractors commissioned for
the project by the Designer, the Designer shall have secure agreements from such contractors
granting all necessary rights, title, and interest in and to the final delivered commodity
sufficient for the Designer to grant the intellectual property rights provided in this Agreement,
and (iii) to the best of the Designer's knowledge, the final art provided by the Designer and
Designer's subcontractors do not infringe the rights of any party, and use of same in
connection with the Project will not violate the rights of any third parties. In the event the
Client or third parties modify or otherwise use the delivered commodity outside of the scope
or for any purpose not identified in the Proposal or this Agreement or contrary to the terms
and conditions noted herein, all representations and warranties of the Designer shall be void.
WARRANTIES AND REPRESENTATIONS
(c) Except for the express representations and warranties stated in this agreement, designer
the designer makes no warranties whatsoever, designer explicitly disclaims any other warranties
of any kind, either express or implied, including but not limited to warranties of merchant
ability or of any kind, either express or implied, including but not limited to warranties of
merchantability or fitness for a particular purpose or compliance with laws or government
rules or regulations applicable to the project.
INDEMNIFICATION / LIABILITY
By the Client. The Client agrees to indemnify, save and hold harmless the Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of the Client's responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances the Designer shall promptly notify the Client in writing of any claim or suit;
(a) The Client has sole control of the defense and all related settlement negotiations; and
(b) The Designer provides the Client with commercially reasonable assistance, informa-
tion and the authority necessary to perform the Client's obligations under this section. The
The client will reimburse the reasonable out-of-pocket expenses incurred by the Designer
in providing such assistance.
By the Designer. Subject to the terms, conditions, express representations and warranties provided in this Agreement, the Designer agrees to indemnify, save and hold harmless the Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with the Designer's representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arising directly as a result of gross negligence or misconduct of the Client provided that
(a) The Client promptly notifies the Designer in writing of the claim;
(b) The Designer shall have sole control of the defense and all related settlement negotiations; &
(c) The Client shall provide the Designer with the assistance, information, and authority necessary
to perform the Designer's obligations under this section. Notwithstanding the foregoing, the
Designer shall have no obligation to defend or otherwise indemnify the Client for any claim
or adverse finding of fact arising out of or due to Client's content, any unauthorized content,
improper or illegal use, or the failure to update or maintain any delivered commodities
provided by the Designer.
Condition Of Agreement Page 7
Limitation of Liability. The services and the work product of the Designer are sold "as is." In all circumstances, the maximum liability of the Designer, its directors, officers, employees, Design Agents, developers, and affiliates ("Designer Parties"), to the Client for damages for any and all-cause whatsoever, and the Clients maximum remedy, regardless of the form of action, whether in contract or otherwise, shall be limited to the net profit of the Designer. In no event shall the Designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by the Designer, even if the Designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
TERM AND TERMINATION
This Agreement shall commence upon the "Effective Date" and shall remain effective until the services are completed and delivered.
This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:
(a) becomes insolvent, files a petition in bankruptcy, makes an assignment of the benefit of its
creditors; or
(b) breaches any of its material responsibilities or obligations under this Agreement,
which breach is not remedied within ten (10) days from receipt of written notice of such
breach.
In the event of termination, the Designer shall be compensated for the services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by the Designer or Designer Agents as of the date of termination, whichever is greater; and the Client shall pay all expenses, fees, out of pockets together with any additional cost incurred through and up to, the date of cancellation. Full deposits are non-refundable after three (3) business days after the initial payment.
In the event of termination by the Client and upon full payment of compensation as provided herein, the Designer grants to the Client such right and title as provided for in Schedule A of this Agreement with respect to those delivered commodities provided to, and accepted by the Client as of the date of termination.
Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party's request, destroy the confidential information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the services, shall survive.
GENERAL
Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that the Designer's invoices may include, and the Client shall pay, expenses or costs that the Client authorizes by electronic mail (email) in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be constructed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Condition Of Agreement Page 8
Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested and shall be sent to the addresses identified below unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
No Assignment. Neither party may assign, whether in writing or orally or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned, or encumbered by operation of law or otherwise, without the prior written consent of the other party.
GENERAL
Force Majeure. The Designer shall not be deemed in breach of this Agreement if the Designer is unable to complete the services or any portion thereof by reason of fire, earthquake, labor dispute, an act of God or public enemy, death, illness or incapacity of the Designer or any local, state, federal, national or international law, governmental order or regulation or any other event beyond the Designer's control (collectively, "Force Majeure Event"). Upon the occurrence of any Force Majeure Event, the Designer shall give notice to the Client of its inability to perform or of delay in completing the services and shall propose revisions to the schedule for completion of the services.
Governing Law and Dispute Resolution. The information construction, performance, and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Mississippi (state the office of Designer resides) without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or another forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its
Severability. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or
Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent, or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained and supersedes and merges all prior and contemporaneous agreements, understandings, and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the parties relating to the subject matter of this Agreement documents, the terms of the Proposal shall control, this Agreement comprises this basic terms and conditions document, the Proposal, Schedule A below, and name(s) of any other documents.
1636 Popps Ferry RD • Biloxi, MS 39532 • (877) 777-2397 • [email protected]
Schedule A: Intellectual Property Provisions - Supplements 1&2
Appendix To Standard Conditions Of Agreements
RIGHTS TO DELIVERED COMMODITY(IES) OTHER THAN FINAL ART
The Client's content. The Client's content, including all pre-existing Trademarks, shall remain the sole property of the Client or its respective suppliers, and the Client or its suppliers shall be the sole owner of all rights in connection therewith. The Client hereby grants to the Designer a nonexclusive, nontransferable license to use, reproduce, modify, display, and publish the Client's content solely in connection with the Designer's performance of the services and limited promotional uses of the delivered commodities as authorized in this Agreement.
Third-Party Materials. All third-party materials are the exclusive property of their respective owners. The Designer shall inform the Client of all third party materials that may be required to perform the services or otherwise integrated into the final art. Under such circumstances, the Designer shall inform the Client of any need to license, at the Client's expense, and unless otherwise provided for by the Client, the Client shall obtain the license(s) necessary to permit the Client's use of the third-party materials consistent with the usage rights granted herein. In the event the Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of third party materials, the Client hereby indemnifies, saves, and holds harmless the Designer from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of the Client's failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the final art.
Preliminary Works. The Designer retains all rights in and to all Preliminary Works, the Client shall return all Preliminary Works to the Designer within 30 days of completion of the services on all rights in and to any Preliminary Works shall remain the exclusive property of the Designer.
Original Artwork. The Designer retains all rights and titles in and to any original artwork comprising final art, including all rights to display or sell such artwork. The Client shall return all original artwork to the Designer within thirty (30) days of completion of the services.
Trademarks. Upon completion of the services and expressly conditioned upon full payment of all fees, costs and out-of-pocket expenses due, the Designer assigns to the Client all ownership created by the Designer for use by the Client as a trademark. The Designer shall cooperate with the Client and assignment. The Client shall have sole responsibility for ensuring that any proposed trademarks or final delivered commodities intended to be a trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. The Client hereby indemnifies, saves, and holds harmless the Designer from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of the Client's use and/or failure to obtain rights to use or use of the trademark.
Designer's Tools. All designer's tools ore and shall remain the exclusive property of the Designer. The Designer hereby grants to the Client a nonexclusive, nontransferable (other than the right to sub-license such uses to the Client's web hosting or internet service providers), perpetual, worldwide license to use the designer's tools solely to the extent necessary with the final delivered commodities for the Project. The Client may not directly or indirectly, in any form or manner, “decompile,” reverse engineer, create derivative work, or otherwise disassemble or modify any designer's tools comprising any software or technology of the Designer.
Supplement 3: Environment-Specific Terms & Conditions Pg 2
Appendix To Standard Conditions Of Agreement
RIGHTS TO FINAL ART
The terms of the Proposal shall be effective for 14 days after presentation to the Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and delivered commodities may be subject to amendment, change, substitution, or
worst-case scenario, cancellation of the project.
FEES AND CHARGES
During the maintenance period, the Client may request that the Designer develop enhancements to the delivered commodities, and the Designer shall exercise commercially reasonable efforts to prioritize the Designer's resources to create such enhancements. The parties understand that preexisting obligations to third parties existing on the date of the request of enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at the Designer's then in effect price for such services.
ENHANCEMENTS
The Client's use of the final art shall be limited to the usage rights granted herein
for the Project only. Use of the final art, delivered commodities or any derivative works thereof by the Client at any other time or location, or for another project or outside the scope of the rights granted herein requires an additional fee and the Designer shall be entitled to further compensation equal to Extra Compensation percent (%) of the original Project fee unless otherwise agreed in writing by both parties. In the event of non-payment, the Designer shall be entitled to pursue remedies under the law and equity.
ADDITIONAL WARRANTIES AND REPRESENTATIONS
Deficiencies. Subject to the representations and warranties of the Client in connection with the Client's content, the Designer represents and warrants that the Final Delivered commodities will be free from deficiencies. For the purposes of this Agreement, "Deficiency" shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by the Client or any third party after delivery by the Designer, or the interaction of Final Delivered Commodities with third-party applications such as
web browsers other than those specified in the Proposal. The parties acknowledge that the Client's sole remedy and the Designer's sole liability for a breach of this Section is the obligation of the Designer to correct any Deficiency identified within the Warranty Period. In the event that a Deficiency is caused by third-party materials provided or specified by the Designer, the Designer's sole obligation shall be
to substitute alternative third-party materials.
ENHANCEMENTS
Designer's Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by the Client. The Designer represents
and warrants that to the best of the Designer's knowledge, the Designer's tools do not know to infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by the Client's content, or the modification of, or use of the delivered commodities in combination with materials or equipment outside the scope of the applicable specifications, by the Client or third parties.
COMPLIANCE WITH LAWS
The Designer shall use commercially reasonable efforts to ensure that all Final Delivered Commodities shall be designed to comply with the known relevant rules and regulations. The Client upon acceptance of the delivered commodities shall be responsible for conformance with all laws relating to the transfer of software and technology.
PHOTOGRAPHS OF THE PROJECT
The Designer shall have the right to document photograph or otherwise record all completed designs or installations of the Project and to reproduce, publish and display such documentation, photographs, or records for the Designer's promotional purpose in accordance with Section 6 of the Basic Terms and Conditions of this Agreement.
ADDITIONAL CLIENT RESPONSIBILITIES
The Client acknowledges that the Client shall be responsible for performing the
following in a reasonable and timely manner:
(a.) Communication of administrative or operational decisions if they affect the design or
production of delivered commodities, and coordination of required public approvals and
meetings;
(b.) Provision of accurate and complete information and materials requested by the Designer
such as by way of example, not limitation, site plans, building, plans, and elevations, utility
locations, color, material samples, and all applicable codes, rules, and regulation information;
(c.) Provision of approved naming, nomenclature; securing approvals and correct copy
from third parties such as, by way of example, not limitation, end users or donors as may be
necessary;
(d.) Final proofreading and written approval of all project documents including, by way of
example, not limitation, artwork, message schedules, sign location plans, and design
drawings before their release for fabrication or installation. In the event that the Client has
approved work containing errors or omissions, such as by way of example, not limitation,
typographic errors, or misspellings, the Client shall incur the cost of correcting such errors;
(e.) Arranging for the documentation, permissions, licensing, and implementation of all
electrical, structural or mechanical elements needed to support, house, or power signage;
coordination of sign manufacture and installation with other trades; and
(f.) Bid solicitation and contract negotiation; sourcing establishment of final pricing and
contract terms directly with fabricators or vendors.
ENGINEERING
The services shall include the selection and specifications for materials and construction details as described in the Proposal. However, the Client acknowledges and agrees that the Designer is not a licensed engineer or architect and that responsibility for the interpretation of design, drawings, and the designer and engineering of all work performed under this Agreement ("Engineering") is the sole responsibility of the Client and/or its architect, engineer or fabricator.
IMPLEMENTATION
The Client expressly acknowledges and agrees that the estimates provided in the Proposal, at any time during the Project for implementation charges such as, including, but not limited to, fabrication or installation are for planning purposes only. Such estimates represent the best judgment of the Designer or its consultants at the time of the Proposal, but shall not be considered a representation or guarantee that project bids or cost will not vary. The Client shall contract and pay those parties directly responsible for implementation services such as fabrication or installation ("Implementation"). The Designer shall not be responsible for the quality or timeliness of the third-party implementation of services, irrespective of whether the Designer assists or advises the Client in evaluating, selecting, or monitoring the provider of such services.
COMPLIANCE WITH LAWS
The Designer shall use commercially reasonable efforts to ensure that all final delivered commodities shall be designed to comply with the applicable rules and regulations such as the Americans with Disabilities Act ("ADA"). However, the Designer is not an expert of said laws and makes no representations or warranties in connection with compliance with such rules, codes, or regulations. The compliance of the final delivered commodity with any such rule, codes, or regulations shall be the responsibility of the Client. The Designer shall use commercially reasonable efforts to ensure the suitability and conformance of the final delivered commodities.
CLIENT INSURANCE
The Client shall maintain, during the term of his Agreement, at its sole expense, construction, and maintenance liability, product liability, general business liability and advertising injury insurance from a recognized insurance carrier in the amount of at least $1,000 insurance per occurrence. Such insurance shall name the Designer individually as an additional named insured.
All work by Standard American Web will be completed to the proposal guidelines. This form is being signed off by a representative of
Please make checks payable to Mrs. Renee F. King. You may make copies for your records, please mail the original to: P.O. Box 243, Rabby Street, Escatapaw, MS 39552
ST ANDARD AMERICAN WEB
1636 POPPS FERRY RD
BILOXI, MS 39532
1(877) 777-2397
If you have any questions, comments, or concerns please do not hesitate to call us.
THANK YOU FOR YOUR BUSINESS!
SPECIAL NOTE: Please note that if the contact person for this project is not the business owner; that it is required that both the contact person and the business owner be present on the day of signing this contract. This contract can only be submitted once and the actual business owner has to be one of the individuals signing this contract.
By affixing your signature hereto, the undersigned owner expressly agrees to remit the stipulated sum and all associated installments in exchange for receipt of all intellectual property created by Standard American Web. Failure to timely remit any payment may result in the suspension of project activities on all servers or hosting platforms maintained by Standard American Web, without the need for additional notice. If the undersigned submit payment via one of our online proposals, the payments are automatically set upon signing this contract and making initial payment within the invoice. Receipts are automatically generated by our proposal, but if paper receipt is preferred; please relay this detail to your P.O.C. or Person of Contact.
This contract is only the shortened version of the actual contract. The highlights of the actual contract are condensed to form the contract you are signing today. If you would like to see the full contract; please go to the following link: http://bit.ly/CONTRACT-SAW
The signature-style block below is provided as a visual illustration of the formal signature area used in our actual agreement. It is not the only method of contract acceptance, and it should not be interpreted as the only point where this agreement becomes binding.
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