At Sunwell Media, our goal is to provide professional services at competitive prices, with unparalled reliability and support. Gone are the days of the phantom designers and developers; we will address your project quickly and see it through to completion.

See your options CLICK HERE >

Customer Login


 

Sunwell Media Web Design Service Agreement


This Web Design Services Agreement (“Agreement”) is between Sunwell Media, LLC (“Sunwell”) and ____________ (“Client”), collectively referred to as “the Parties”, for services purchased by Client and provided by Sunwell as described herein.   This Agreement shall become effective upon execution of this Agreement by authorized representatives of Sunwell and Client and upon Sunwell’s receipt of a non-refundable deposit payment as set forth herein  (“Effective Date”).


The Parties understand that:

Sunwell is web design and internet development company that offers graphic design services, computer maintenance, computer set-up/installation, computer assistance, computer training, computer hardware purchasing/installation, graphic design, graphic editing, audio editing, video editing, on-site filming, script development, script implementation, directing, web design, web development, web deployment, web finalization, web mastering, web administration, web services, web updates, web analysis, search engine optimization, site statistic monitoring/presentation, email set-up, database design, flash editing and web page implementation support to initiate such services

;
Client chooses to employ Sunwell for services described in Schedule A to this Agreement for consideration described in Schedule A;  and


The Parties have carefully reviewed this Agreement and all attachments hereto and will abide by the terms and conditions of this Agreement.

For consideration described herein, which Sunwell and Client agree are valuable consideration, Sunwell and Client agree as follows:


SECTION 1 – SERVICES PROVIDED/PAYMENT FOR SERVICES 


1.1       Sunwell shall provide the services described in Schedule A to this Agreement on the timelines described in Schedule A, which is attached hereto and by this reference incorporated herein.  Client shall pay Sunwell for the services described in Schedule A in the amounts and on a schedule (if applicable) set forth in Schedule A. 


1.2       Unless otherwise expressed in Schedule A, the term of this Agreement is one (1) year from the Effective Date.   This Agreement will automatically renew for successive annual periods on the same terms and conditions unless either party terminates the Agreement in writing and tenders written notification of termination to the non-terminating party at least thirty days in advance of renewal. 


SECTION 2 – RESPONSIBILITIES OF SUNWELL AND CLIENT


2.1       Client and Sunwell shall work together in good faith and reasonably cooperate to complete the website in a timely manner.  

2.2       Unless otherwise expressly stated in the attached schedule(s), Client agrees to submit all content within ten (10) business days after initial payment for Sunwell’s Website Design Services. Any content submitted after ten business days may not be included in the Website Design Service. Client agrees that any additional content added to the scope of the project will be billed in advance at a rate of $50 per hour.           Sunwell and Client shall agree to a schedule of deadlines before commencing work on a project. Meeting project deadlines will be dependent on the provision of content/information for the project by the Client. Failure by Client to provide content/information promptly may result in an extension of the project deadline, and Sunwell shall not be responsible or liable for additional costs incurred by such extension for Client’s failure. 

2.3       Client agrees to provide textual content for all Website pages, limited to an average of 500 words per page, in one or more of the following specified format: Microsoft Word for Windows (v95, 97, 2000, XP and 2003); WordPerfect for Windows (v5.x, 6.0); Rich Text Format (*.RTF); Text (*.TXT); or HTM/HTML (*.HTM, *.HTML). Text will be accepted in fax or other formats which require document typing by Sunwell. Prices for document typing will be US $5.00 per page.

2.4       Client agrees to provide all images content for the Website. Sunwell will not alter the quality of the images or graphics, but will resize them to fit the chosen template layout. A maximum of 10 images or graphics will be allowed per Website page, including the company logo. Prices for photo or image optimization will be US $5.00 per page. Client agrees to provide images/graphics for all Website pages in the following specified format: Photoshop (*.PSD, *.PDD); Bitmap (*.BMP, *.RLE); CompuServe GIF (*.GIF); Photoshop EPS (*.EPS); Photoshop DCS 1.0 (*.EPS); JPEG (*.JPG, *.JPE); PCX (*.PCX); Photoshop PDF (*.PDF, *.PDP); PICT (*.PCT, *.PIC); Pixar (*.PXR); PNG (*.PNG); RAW (*.RAW); Sitex CT (*.SCT); Targa (*.TGA, *.VDA, *.ICB, *.VST); Tiff (*.TIF). Images in other formats will not be accepted.


2.5       Client may make change requests to the project during the initial design phase.  Such change request shall be provided via electronic mail to Sunwell representative(s), and shall contain a concise statement of the changes being requested.  Sunwell shall take all reasonable steps to incorporate Client’s change requests into the project.   Sunwell reserves the right to adjust the compensation for services provided by Sunwell or terminate the Agreement without further obligation to Client if, in Sunwell’s sole discretion, the change requests reflect a substantial modification in the work described in Schedule A and Client and Sunwell cannot arrive at an agreement on an adjustment in compensation for the work to be performed.   


2.6.      Client understands and agrees that change requests may change the due date for completion of the project.  Sunwell shall not be held liable for any additional costs required to extend the project timeline based on change requests.


2.7       After completion of the project, Sunwell shall provide up to three (3) basic website updates to Client within the first sixty (60) days after project completion and at no charge to Client.  Additional updates may require additional compensation to Sunwell.


2.8       Client is responsible for keeping a copy of the most current Website files as backup on a remote system. Sunwell is not responsible for any lost files, information, or data. If Sunwell’s hosting services have been terminated, or if Client requests a copy of the website files, Sunwell will provide such copy by electronic mail or by CD format containing one copy of the HTML files, graphics, and all other associated aspects of the Website to Client at no charge for the first request, provided that final payment has been received by Sunwell with respect to the project described in Schedule A.  Sunwell may provide additional copies of the files to Client in a CD format, at the cost of twenty dollars ($20.00), plus shipping and handling. 


2.9       At Client’s request Sunwell  will provide regular written progress reports to Client on the work Sunwell shall perform under this Agreement.  Sunwell shall also respond to all questions and inquiries from Client regarding such progress reports on a timely basis. 

2.10     Sunwell agrees to provide live technical support during normal business hours (Monday-Friday, 9:00AM-5:00PM PST). In cases of emergency and when reasonably possible, Sunwell will provide technical support after normal business hours. 


2.11.    Any domain name registered on Client’s behalf will be made in Sunwell’s name for both the billing and administrative contacts. For existing domain name(s), Client is responsible for renewing their domain name(s).


2.12     Client shall pay a minimum of US $5.00 for every image provided by Sunwell.  All images provided by Sunwell shall not be used for any other purposes other than the scope and purpose of the project described in Schedule A. 


SECTION 3 – BILLING AND CANCELLATION


3.1       Unless otherwise expressly stated in Schedule A, Client shall make an initial advance payment of 50% of the project cost and abide by the payment schedule set forth in Schedule A. 


3.2       Sunwell may suspend services under this Agreement or terminate the Agreement without further obligation to Client if Client’s payment obligations are delinquent by more than thirty (30) days. Interest shall accrue on past due balances in excess of thirty days at a rate of 9% per year.  


3.3       Client shall be charged $35 per transaction for returned NSF checks or for a credit card chargeback.


3.4       If Client is making payments on a monthly basis for _________,  switches or upgrades to the website design package will result in an adjustment in the monthly service fees in accordance with the switch or upgrade. 


3.5       The suspension or termination of Sunwell’s services, or of the Agreement, shall not relieve Client from paying any outstanding fees, interests and penalties. Client shall be responsible for any costs for the collection of such fees, including charges for NSF checks or credit card chargebacks,  interest accruing on the unpaid balance, litigation expenses and reasonable attorney fees. 


3.6       Client may cancel this Agreement within 48 hours of execution without penalty.   Thereafter, Client may discharge Sunwell at any time with the understanding that Client’s cancellation shall result in forfeiture of all monies paid to Sunwell up to the point of cancellation.  Cancellation shall become effective upon written notice to Sunwell and provided via facsimile to 503-635-3877 or by electronic mail to Sunwell, c/o Neil Plein at neilplein@sunwell.com.

SECTION 4 – CONFIDENTIAL INFORMATION


4.1       "Confidential Information"for purposes of this Agreement, shall include the terms of this Agreement, all services provided by Sunwell pursuant to this Agreement, all documents or  materials marked as “Confidential” by Client or Sunwell, valuable trade secrets and proprietary data owned by the party, and all information exchanged between the parties pursuant to this Agreement that has been designated in writing as  “Confidential.”


4.2       Confidential Information will not include information that is:

  1. Publicly available;
  2. Already in the other party's possession and not subject to a confidentiality obligation;
  3. Obtained from any source without any obligation of confidentiality; or
  4. Independently developed by the other party without use of or reference to the disclosing party's Confidential Information.

4.3       Confidential Information will be used solely in accordance with the provisions of this Agreement and to advance the parties’ responsibilities under this Agreement.  The Parties will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party, unless disclosure is permitted by written consent of the party owning the protected information or disclosure is ordered by a court of proper jurisdiction or other government entity.  The party receiving a request for Confidential Information shall immediately forward the request to the party whose Confidential Information is being sought so that such party has a reasonable opportunity to obtain a protective order or other equitable relief.    


4.4       The Parties will take all reasonable precautions necessary to safeguard the confidentiality of the other party's Confidential Information including, at a minimum, all reasonable precautions taken by a party to protect its own Confidential Information.  An exchange of Confidential Information between the Parties shall not constitute a waiver of confidentiality regarding the rights the Parties have against third parties.  


SECTION 5 – PROHIBITED ACTS


5.1       Client shall not use Sunwell’s services and products for unlawful purposes in any jurisdiction, foreign or domestic.   


5.2       Client shall not take any action or engage in any conduct that would restrict or inhibit any other user from using and enjoying the Internet.


5.3       Client shall not use Sunwell or Sunwell’s services, either directly or indirectly, to send or post any messages or materials that are unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise any item that would constitute a criminal offense, or would give rise to civil liability, or the sending or posting of otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, infringes on any third party’s intellectual property or publicity/privacy rights, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation.  By way of illustration and not for purposes of providing a comprehensive list of prohibited conduct, Client shall not:

  1. Employ "Warez" sites, including but not limited to, copyrighted software or music files.
  2. Post methods for circumventing intellectual property and/or copy  protection (e.g., "cracks", key codes, serial numbers, decoder chips).
  3. Post content which is not legal in the United States.
  4. Facilitate unsolicited email (Spam), bulk email, excessive newsgroup cross-posting or/or off-topic newsgroup posting; or
  5. Host or facilitate pornographic and adult entertainment sites.

5.4       Client represents that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Sunwell are owned by Client or Client has permission from the rightful owner to use each element(s). 

5.5       Client’s violation of any of the provisions of this Section 5 shall result in:

  1. Sunwell shutting down the website (if the website is hosted by Sunwell);
  2. Forfeiture of all monies paid by Client to Sunwell at the time of the violation; and
  3. Termination of this Agreement (subject to the terms that shall survive termination) without further obligation of Sunwell to Client. 
  4. SECTION 6 - RECORDS & DOCUMENTS ARCHIVE

  5. Except as required by Section 4, Sunwell is not responsible for the custody, retention, archiving, or safekeeping of documents, graphic work, physical goods or web pages in any manner or form provided by Client or created by Sunwell for Client.    

  6. SECTION 7 -  DISCLAIMERS

  7. Except as expressly provided in this agreement, Sunwell’s services are provided on an “as is”, “as available” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose or non-infringement. Sunwell expressly disclaims any representation or warranty that the Sunwell service will be error-free, timely, secure or uninterrupted. No oral advice or written information given by Sunwell its employees, licensors or agents will create a warranty nor may client rely on any such information or advice. Under no circumstances, except in the case of negligence or willful misconduct, will Sunwell or its affiliates be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Sunwell services, including but not limited to reliance on any information obtained on the Sunwell services; or that result from mistakes, omissions, interruptions, deletion of files or email, loss of or damage to data, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of god, communication failure, theft, destruction or unauthorized access to Sunwells records, programs or services. Client hereby acknowledge that this provision will apply whether or not Sunwell is given notice of the possibility of such damages and that this provision will apply to all services available from Sunwell and its affiliates. Under no circumstances, under the terms of this agreement, shall damages include loss of business, or loss of profits whether based on breach of agreement, breach of warranty, tort, product liability or otherwise, nor shall Sunwell’s liability to Client exceed the amount paid by Client to Sunwell during the three (3) month period prior to when the action arose. The terms of this section shall survive the termination of this agreement for whatever reason.

    SECTION 8 -  DUTY TO DEFEND/HOLD HARMLESS/INDEMNIFICATION/LIABILITY LIMITS
  8.  
    8.1       Client shall defend and hold Sunwell harmless for any and all third party claims, lawsuits and causes of actions, government enforcement actions, and all  losses, penalties, liability, judgments, damages, costs and expenses (including but not limited to reasonable attorneys’ fees) resulting therefrom. This provision includes, without limitation or exception, Client’s violation or alleged violation of any third-party’s rights, including infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right, pursuant to Sunwell’s performance under this Agreement.     

  9. 8.2       Client shall indemnify Sunwell for any and all judgment awards obtained against Sunwell, penalties imposed upon Sunwell, and fees and costs, including attorney fees, that Sunwell is required to pay pursuant to a third party action or government enforcement action if such judgment or enforcement action is based upon Client’s use of Sunwell’s services or products, Sunwell’s performance of its responsibilities required by this Agreement, or Client’s breach of this Agreement. 

  10. 8.3       Sunwell’s liability to Client under this Agreement is limited to direct damages not to exceed the amount equal to the amount paid by Client at the time Client submits a claim for damages.  Sunwell shall not be liable to Client for incidental damages, consequential damages or lost profits resulting from any breach of this Agreement. 

  11. 8.4       Sunwell shall not be held responsible for the accuracy or inaccuracy of any information supplied by the Client and contained in Client's website. Client is solely responsible for the contents of Client’s website and the consequences thereof.

    SECTION 9 – TERMINATION/ABANDONMENT OF CONTRACT/ SURVIVING TERMS 

  12. 9.1       Sunwell has the right to terminate this Agreement upon written notice to the Client at Client’s last known address, without further obligation to Client, under these circumstances:
  1. Client fails to comply with its payment obligations under this Agreement;
  2. Client materially breaches any term or condition of this Agreement;
  3. Client terminates or suspends its business activities, becomes insolvent,  becomes subject to any bankruptcy or insolvency proceeding, assigns the project to a third party, or becomes subject to direct control of a trustee, receiver or similar authority.
  4. Client infringes or duplicates the website subject of this Agreement, if Client has not paid the amount it owes to Sunwell in full at the time of infringement or duplication.
  5. Client abandons the project. 

9.2       “Abandonment of Project” means that Client has failed to respond to information requests from Sunwell or to authorize Sunwell to proceed with the next stage of the work to be performed under this Agreement, if such authorization is necessary, within thirty (30) days after such information request or request for authorization has been tendered to Client. 


9.3       Client shall have the right, upon written notice to Sunwell at Sunwell’s last known address to terminate this Agreement without further obligation to Sunwell if Sunwell is in material breach of this Agreement and Sunwell fails to remedy such material breach within thirty (30) calendar days of its receipt of such written notice.


SECTION 10 – DISPUTE RESOLUTION/RIGHTS AND REMEDIES  


10.1     Except as provided in Section 3, if a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, any unresolved controversy or claim arising from or relating to this Agreement or breach thereof (including interpretation, modification, application or enforcement of this Agreement), such dispute shall be settled by binding arbitration.    A judgment on the award rendered by the arbitrator may be entered in the Circuit Court of Multnomah County.   

10.2     The arbitration shall take place at a venue in Multnomah County, Oregon, unless the Parties agree to an alternative venue.  The arbitration shall be held within sixty (60) days of a written request for arbitration having been served on the Parties. 

10.3     The costs of the arbitrator shall be divided equally by the Parties.  The losing party shall reimburse to the prevailing party all reasonable attorney fees, expert witness costs (if such costs were incurred and reasonably necessary to address the dispute or question), and costs incurred by the prevailing party. 


SECTION 11 – REPRESENTATIONS  


11.1     Client represents to Sunwell that Client has the legal authority to enter into this Agreement and perform its obligations under this Agreement.  Client further represents that it does not intend and Client shall not violate any existing laws, rules or regulations of any country, including the intellectual property rights of any person, corporation or legal entity, where Sunwell’s services and products are used by Client or in any way derived from this Agreement.  Client further represents that it is not prohibited by law in the country of its principal place of business that the creation, implementation or use of the project described at Schedule A is a violation of such laws.


11.2     Sunwell represents to Client that Sunwell is authorized to enter into this Agreement, Sunwell and its personnel are qualified and capable of performing its obligations under this Agreement in accordance with the term of this Agreement.


SECTION 12 – GENERAL TERMS


12.1     Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.


12.2     Modifications to Agreement/Waiver.   Any and all modifications to this Agreement shall become effective only after such modifications are reduced to writing and agreed to by the parties in writing.  All modifications shall be narrowly construed so as to retain the original Agreement as much as possible and shall be applied by the parties only to the extent that is necessary to carry out the modifications. The parties expressly disclaim any oral modifications to this Agreement and any other amendments that are based on course of dealing, waiver, reliance or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.


12.3     Applicable Law.  Oregon law shall govern the interpretation and enforcement of this Agreement, without regard to the principles of conflicts of law.   


12.4     Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, the remaining provisions of this Agreement shall survive.  Provided, however, that if Sunwell, in good faith, deems the unenforceable provision to be essential to its performance under this Agreement, Sunwell may terminate this Agreement in its entirety without further obligation to Client. 


12.5     Taxes. Client will pay, or when necessary, reimburse Sunwell for taxes and duties imposed upon and by reason of the performance of Sunwell of its services, on all sales, use, transfer, privilege, whether international, national, state or local, except income taxes or gross receipts taxes which may be levied against Sunwell.


12.6     Non-Exclusivity. The parties acknowledge and agree that Sunwell is providing access to and use of its services on a non-exclusive basis and such services are transferable to multiple customers.


12.7     Notices. Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: a) upon delivery if delivered in person; b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; c) upon transmission if sent via telecopier, with a confirmation copy sent via overnight mail; d) one (1) business day after deposit with a national overnight courier; e) upon transmission if sent via electronic mail and addressed, in the case of Client, to the address listed in Sunwell’s records, and in the case of Sunwell, to Sunwell’s registered agent. 


12.8     Assignment. Client will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without Sunwell’s prior written consent, such consent which may not be unreasonably withheld.  Sunwell may assign its responsibilities or a portion of its responsibilities under this Agreement to assist in the performance of Sunwell’s responsibilities at any time upon written notice to Client.


12.9     Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.


12.10   Counterpart Signature Pages.  This Agreement may be executed with counterpart signature pages. 

12.11   Headings, Rules of Construction, and Interpretation.  The headings in this Agreement are inserted for convenience only and are not in any way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions.

Top Back To Top


Ready to go? Visit the Design Center

Have questions? Contact Us

STANDARD from $595

The standard website package includes a Domain Name, basic Hosting Plan, your choice of Design for a basic 5 page website and up to 4 email addresses. You also receive acces to S3, the Sunwell Support System. MORE INFO >

BUSINESS PLUS from $795

This plan includes all of the Standard features, however, your site is designed to be Search Engine Optimized- which increases site traffic. Once completed, your site is submitted to all the major Search Engines. MORE INFO >

CUSTOM DESIGN from $1095

Need something more unique? Sunwell has the experience and resources to get the job done. Take a look at our Portfolio of sites and system and Contact Us for a free estimate. MORE INFO >