Terms & Conditions

This Website Services Agreement (this “Agreement”) effective as of (the “Effective Date”, the date which you agree and pay the first invoice) is entered into by and between Leading Web Studio, a Maryland limited liability company (“Company”), and the customer identified on the signature page hereto (“Customer”).  Each of Company and Customer are referred to herein as a “Party” and together as the “Parties.”  

WHEREAS, Company is in the business of creating and maintaining websites and providing website-related services;

WHEREAS, Customer desires to retain Company to provide certain Services, each subject to the terms and conditions of this Agreement and as set forth in more detail in one or more Statements of Work to this Agreement (each, a “SOW”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follow

Services

  1. SOWs.  All Services shall be described in an SOW substantially in the form of Exhibit A, which is (i) attached hereto and incorporated herein by this reference, and (ii) once mutually executed by the Parties, shall be deemed incorporated into and made a part of this Agreement.
  2. Company Obligations.  Company shall provide the Services listed on the SOW (the “Services”).  If Customer desires any additional services not listed on the SOW, Company and Customer may execute a new SOW for those additional services.  
  3. Compensation.  
    1. Compensation.  Customer shall pay Company for the Services as outlined in the SOW (the “Fee” or the “Fees”).  
    2. Expenses.  Customer shall pay Company reasonable expenses incurred while providing the Services including (“Expenses”), but not limited to: (a) Incidental and out-of-pocket expenses at cost plus Company’s standard markup of fifteen percent (15%); (b) Mileage reimbursement, other than normal commuting, at fifty-five (0.55) cents per mile; and (c) Travel expenses, other than normal commuting, but including airfare and rental vehicles, with Customer’s approval.
    3. Third Party Payments.  Company shall bill third party costs (“Third Party Costs”) such as hosting, art licensing, or photography to Customer, and Customer shall timely remit payment.  Alternatively, Customer may pay such Third Party Costs directly when feasible.  
    4. Payment Schedule.  Company shall invoice Customer for the Fee(s) and Customer shall timely remit payment according to the details set forth in the SOW.
    5. No Refunds.  Customer shall not be entitled to receive a refund at any time, for any reason.  Customer’s obligations to pay the Fee(s) in full are absolute and unconditional as of the date payment is required, as set forth in the applicable SOW, and such obligations are not subject to any abatement, reduction, setoff, defense, counterclaim, or recoupment as a result of any past or future claim that Customer may have against Company.  
    6. Late Payments.  Customer shall pay interest on all late Fee(s) payments, calculated daily and compounded monthly at the lesser of the rate of 10% per month or the highest rate permissible under applicable law.  Customer shall reimburse Company for all reasonable costs incurred in collecting any late payments including, without limitation, attorneys’ fees.
    7. Customer Input.  Customer shall promptly respond to any requests by Company to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Company to perform its obligations in connection with the Services, and Customer shall be reasonably available to review and discuss Deliverables or matters related to the Services at Company’s request.  Customer shall timely provide any images, copy, or other materials (“Customer Content”) that Company requests in connection with the Services.  Any delay caused by Customer will result in a day-for-day extension of any applicable deadline for Deliverables, and significant delays (more than 30 days) may cause additional delays in Deliverables.  If Customer does not provide Customer Content requested within 60 days, Company may terminate subject to the termination provisions in Section VI.B. 
  4. Evaluation and Acceptance; Scope; Promotion.  
    1. Approving Deliverables. Company shall provide the finished project (the “Deliverables”) to Customer for Customer’s acceptance.  Upon delivery, Customer shall have 15 days to either approve the Deliverables or request minor revisions.  If Customer requests revisions, Company shall have 30 days to implement the revisions and re-deliver the Deliverables to Customer.  A maximum of three review cycles per Deliverable are included in each SOW; additional review cycles will require execution of a new SOW.  If Customer is not satisfied with a Deliverable after three review cycles, Customer may terminate this Agreement pursuant to the Termination clauses contained herein.  If Customer fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. 
    2. Revisions Pre-Approval.  Revisions must remain within the scope of the governing SOW; any revisions outside the scope of the SOW will require execution of a new SOW. 
    3. Changes to Project Scope. Any material changes to the scope or direction of the Services, whether at Customer’s request or otherwise, will require execution of a new SOW. 
    4. Revisions Post-Approval.  If Customer seeks additional revisions not covered in the SOW after approving the Deliverables, Customer must request a new SOW to cover such additional revisions.  
    5. Alterations.  If Company hosts the Deliverables through Company’s hosting service, Customer may revise website content in the Deliverables, but Company shall have the exclusive right to make any other alterations or revisions to Deliverables, and Customer may only make other such alterations or revisions with Company’s prior written approval.  If Company is not hosting the website, Customer may edit and revise the Deliverables after Delivery, subject to the limitations in Section III.  
    6. Accreditation and Promotion.  Company shall be entitled to 1) place accreditation on the Deliverables, as a hyperlink, in the form, size and location reasonably determined by Company; 2)   reproduce, publish and display the Deliverables or portions of the Deliverables in Consultant’s portfolios and websites, in galleries, design periodicals and other media or exhibits; and 3) be credited with authorship of the Deliverables.

Representations And Warranties

  1. Each Party makes the following representations and warranties to the other:  (i) it is a legal entity duly organized, validly existing, and in good standing; (ii) it has the authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; and (iii) the execution of this Agreement has been duly authorized by all necessary corporate action of the Party.
  2. Company Representations and Warranties.  Company represents and warrants to Customer that to the best of Company’s knowledge, the Deliverables will not violate the intellectual property, privacy or other rights of any third party. 
  3. Customer Representations and Warranties. Customer represents and warrants to Company that it is the owner or authorized licensee of the materials provided by Customer to Company (or used by Company with Customer’s permission), including, without limitation, the Customer Content, free of all liens and encumbrances of any kind, and that the Customer Content and use of the Customer Content in the Deliverables will not violate the intellectual property, privacy or other rights of any third party.
  4. Warranty Disclaimer. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION II.B, COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.

Intellectual Property

    1. Ownership of Developed Content.  Company grants to Customer a non-exclusive, perpetual, and worldwide license to use and display the Deliverables in accordance with this Agreement.  The rights granted to Customer are for use of the final Deliverables only, and do not include drafts or preliminary works.  Customer may not create derivative works or extract portions of the Deliverables without Company’s prior written consent.  Drafts and preliminary works provided to Customer as part of the approval process may not be used for any other purpose than as part of that process.  Neither the Services nor the Deliverables shall be deemed a work for hire as defined under United States copyright law.  All rights granted to Customer are contractual in nature and are expressly defined in this Agreement.  
    2. Third Party Rights. Customer understands that Company may license materials from third parties for inclusion in the Deliverables.  Customer hereby authorizes Company to negotiate, and obtain releases, licenses, permits and other authorization for third party material (such as music, voice-over rights, photography, film footage, artwork, designs, software, and other content) (“Third Party Rights”) for use in the Deliverables.  All Third Party Rights shall be secured in such a manner as to make them available for Customer’s use (as contemplated in this Agreement) in perpetuity.  Company shall provide Customer with any applicable licenses for Third Party Rights and Customer shall comply with any terms and restrictions contained therein.
    3. Content License.  Customer grants to Company a limited, non-exclusive, royalty-free, sublicensable license to use Customer Content to provide the Services and to produce and use the Deliverables as described in this Agreement.   
    4. Ownership of Company IP.  Company is, and shall remain, the sole and exclusive owner of all right, title and interest in and to all intellectual property rights, including, without limitation, trademark, copyright and design rights, in methods, know-how, processes, source code, object code and trade secrets utilized by the Company in delivering the Services, excluding, for the avoidance of doubt, Customer Content (“Company IP”).  Company shall own and Customer hereby assigns to Company, all right, title and interest in and to any inventions, including, without limitation, improvements, enhancements or derivative works of any Company IP developed by Company in the course of providing the Services hereunder.
    5. Ownership of Customer Content.  Customer, or its licensor, is, and shall remain, the sole and exclusive owner of all right, title and interest in and to all intellectual property rights in Customer Content.

Indemnification and limitation of liability 

  1. Customer shall defend, indemnify and hold harmless Company, and its officers, directors, employees, agents, affiliates, successors and permitted assigns from and against any and all third-party claims arising from 1) breach of the warranty set forth at Section II.C, or 2) breach by Customer or its agents of any releases, licenses, permits or other authorizations for Third Party Rights.  
  2. Exclusion of Certain Damages.  IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR ITS REPRESENTATIVES OR TO ANY THIRD PARTY FOR ANY INJURY TO PERSONS OR PROPERTY UNLESS SUCH INJURY IS THE DIRECT RESULT OF COMPANY’S GROSS NEGLIGENCE, NOR SHALL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF DATA, CONTENT, OR OTHER INFORMATION) WHETHER ARISING OUT OF BREACH OF THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  3. Liability Cap.  IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF AGREEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID TO COMPANY PURSUANT TO THE APPLICABLE SOW.

Confidential Information

  1. Definition of Confidential Information.  From time to time during the Term, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, products and services, confidential information and materials comprising or relating to its intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section V by the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed pursuant to applicable law. 
  2. Obligations as to Confidential Information.  The Receiving Party shall, for five (5) years from receipt of such Confidential Information: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any Confidential Information to any third party. For any Confidential Information that meets the definition of “trade secret” under applicable law, the Receiving Party shall comply with the obligations of clauses (x)–(z) of this subsection (b) indefinitely for as long as such Confidential Information continues to meet such definition.
  3. Obligation for Breach by Third Parties.  The Receiving Party shall be responsible for any breach of this Section V caused by any of its employees, agents or subcontractors.
  4. Return or Destruction of Confidential Information.  At any time during or after the Term, at the Disclosing Party’s written request, the Receiving Party and its Representatives shall promptly return or destroy all Confidential Information and copies thereof that it has received under this Agreement and shall certify such return or destruction to the Disclosing Party in writing.  The Parties acknowledge, however, that information provided in electronic format may be copied as part of normal back-up procedures and that such copies cannot be readily destroyed or returned.  
  5. Equitable Remedies.  The Parties acknowledge that a breach of this Section V would give rise to irreparable harm to the non-breaching Party for which monetary damages would not be an adequate remedy.  In the event of such a breach or a threatened breach, in addition to any and all other rights and remedies that may be available at law, at equity or otherwise in respect of such breach, the non-breaching Party shall be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. 

Term and Termination

  1. Term.  The initial term of this Agreement shall commence on the Effective Date and terminate on the one-year anniversary of the Effective Date (the “Initial Term”).  After expiration of the Initial Term, this Agreement shall automatically renew for successive one-year periods (each, a “Renewal Term,” and, together with the Initial Term, the “Term”), unless one Party provides the other Party with Notice of non-renewal at least thirty (30) days prior to expiration of the Initial Term or then-current Renewal Term.  Notwithstanding the foregoing, to the extent that any SOW hereunder remains in effect as of the date of non-renewal, this Agreement shall remain in full force and effect with respect to each such SOW until all such SOWs have expired or otherwise been fully performed.
  2. Termination for Breach.  Either Party may terminate this Agreement (i) if the other Party is in incurable material breach of this Agreement, then on written Notice to the other Party, and (ii) if the other Party is in material breach and fails to cure such breach within fifteen (15) days of written Notice from the non-defaulting Party, then on expiration of such fifteen (15) day cure period. 
  3. Termination for Convenience.  Notwithstanding anything to the contrary in this Agreement, either Party may terminate this Agreement or certain SOWs at any time without cause upon ninety (90) days’ written Notice.
  4. Effect of Termination.  Termination of this Agreement will not affect any rights or obligations of either Party that were incurred prior to termination including, without limitation, the obligation of Customer to remit any earned Fee, which shall be due immediately if Company terminates this Agreement pursuant to Section VIII.B.   Upon termination of this Agreement by either Party pursuant to Section VIII.B, all SOWs hereunder shall simultaneously terminate.  In the event of termination by either party without cause pursuant to Section VIII.C, Customer shall still be liable for a prorated portion of any SOWs still ongoing and any payments owed under any affected SOWs will be due immediately upon termination. Customer shall still be liable for any Expenses, Third Party Costs, and additional costs incurred through the date of termination.  No refunds will be issued regardless of the reason for termination. 

Exclusivity

Company retains the right to perform the same or similar services for third parties during the Term of this Agreement, without restriction.  

Dispute Resolution

Company and Customer shall attempt to resolve any dispute by negotiation between the Parties.  If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.

  1. Miscellaneous
    1. Governing Law; Jurisdiction.  Any disputes that may arise regarding the terms of this Agreement are governed by and construed in accordance with the internal laws of the Maryland without giving effect to any choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction).  The Parties submit to the exclusive jurisdiction of the state and federal courts located in Montgomery County, Maryland.
    2. Force Majeure.  Neither Party shall be responsible for failure or delay of performance (excluding any obligation of Customer to pay Fees) if caused by an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage not caused by either Party; acts of government; civil unrest; acts of terror; pandemics; strikes or other labor problems; or denial of service attacks or any technical issues not within a Party’s control.
    3. Notices.  All Notices (“Notice” or “Notices”) pursuant to this Agreement shall be in writing and addressed to the Parties at the addresses set forth on the signature page of this Agreement (or to such other address that may be designated by a Party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), e-mail (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid) and all Notices so delivered are effective on delivery.
    4. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible.
    5. Amendment and Modification. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.
    6. Assignment.  Customer may not assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of Company. No assignment shall relieve the assigning Party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their permitted assigns.
    7. Subcontracting.  In the performance of its obligations hereunder, Company shall have the right, in its sole discretion, to subcontract its rights and responsibilities to any third party, provided that Company shall remain responsible for the performance of any such third party.
    8. Third Party Beneficiaries.  This Agreement solely benefits the Parties and their respective permitted assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever.
    9. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
    10. Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.  Company is an independent contractor and shall determine, in its sole discretion, the manner and means by which the Services are accomplished. 
    11. Waiver.  Failure of a Party to enforce any rights under this Agreement will not be deemed to be a waiver of that Party's rights.
    12. Survival.  The following shall survive expiration or termination of this Agreement:  Section I(C)(i)-(vi), Sections II-V and Sections VII-IX.

Last Updated: January 1, 2025