1. **The Services**

You are engaging EssentialWeb Innovations to provide web design services as outlined in the Statement of Work (SOW). Upon completion of the work, EssentialWeb Innovations will deliver the final work product (the “Deliverables”). We strive to meet and exceed your expectations, but successful collaboration is essential, requiring your timely cooperation. By agreeing to these terms, you acknowledge that failure to provide requested information in a timely manner may impact the project schedule. We will provide rounds of revisions as specified in the SOW, provided that the requested changes are within the scope of work. If a requested change goes beyond the scope of work, we will inform you and give you the option to proceed at an additional hourly rate of $150/hour. For urgent requests, an expedited rate of $250/hour will apply.

2. **Payment**

Before the commencement of your website project, a non-refundable upfront payment of 50% of the total project fees is required. The remaining payment schedule will be detailed in the SOW. Failure to make timely payments will result in the project being put on hold until the outstanding amount is settled. EssentialWeb Innovations will not deliver any work until full payment is received.

For maintenance and support plans, full payment of the first month’s service fees is required prior to the commencement of services. If you opt for the quarterly or annual fee, both the first quarter and the annual fee must be paid upfront before work can begin. The detailed payment schedule will be provided in the Statement of Work (SOW). Please note that failure to make timely payments may result in temporary suspension or complete removal of your website.

3. **Our Responsibilities**

We are committed to providing quality work. While we aim to respond to inquiries within 24 hours (unless otherwise notified), please note that occasional periods of limited availability may occur. Our work is collaborative and may involve third-party services. We make every effort to work seamlessly with your team and utilize reliable third-party services. However, we cannot be held responsible for any issues related to your team or third-party services.

4. **Your Responsibilities**

It is your responsibility to provide us with complete and accurate information. We will not edit any information you provide. You must own or have the necessary rights to use all content you provide to us. Additionally, you are responsible for data backup and maintaining the security of your site, unless explicitly covered in the SOW. You must take any necessary actions to facilitate our work in a timely manner. Failure to respond to our requests for more than 5 business days may result in rescheduling of the project at our discretion, without affecting the scope or fees of the project. Unless otherwise specified in the SOW, once the project concludes, you are fully responsible for site maintenance, hosting, and any related plugins or software.

5. **Term**

Our work will commence upon the execution of this agreement and receipt of the required initial payment specified in the SOW. We will continue working together until the completion of the project as outlined in the SOW or until either party terminates the agreement with a written notice of 30 days. In the event of termination, all payments for completed work or work scheduled within the following 30 days will be due. However, if you engage in disruptive or uncooperative behavior, we reserve the right to terminate the agreement immediately, with no refund provided.

6. **Ownership**

Both parties retain ownership of any content, tools, or services (IP) that they owned prior to entering this agreement. When EssentialWeb Innovations develops and builds a website or related materials for you, we are granting you the final Deliverables but not transferring ownership of the underlying IP or know-how used to create them. Once you have made the final payment, EssentialWeb Innovations will transfer the final Deliverables to you. At that point, you will own the domain name, your IP incorporated into the website, and the website as a whole.

7. **Confidentiality**

Throughout our collaboration, both parties may share confidential information (Confidential Information). We understand the sensitive nature of this information and agree to maintain its confidentiality. We will take reasonable measures to ensure that Confidential Information is shared only with team members who require it for the completion of the work. Upon completion of the work, both parties agree to either destroy or return each other’s Confidential Information.

8. **Non-Solicitation**

We highly value the loyalty and dedication of our employees. By agreeing to this agreement, you agree not to directly or indirectly solicit, employ, offer to employ, or engage any of our employees or contractors during the term of this agreement and for a period of one (1) year thereafter.

9. **Disclaimers**

While EssentialWeb Innovations strives to deliver high-quality work, individual results may vary due to various factors, and therefore, no guarantees can be made regarding specific outcomes. The final Deliverables are provided to you on an “as is” basis. EssentialWeb Innovations does not guarantee perfection. Additionally, EssentialWeb Innovations is not responsible for the performance of any third-party tools or services included in the Deliverables, such as hosting services.

You acknowledge that you have the necessary rights to the content you provide to EssentialWeb Innovations, and you understand that EssentialWeb Innovations is not liable for any losses incurred. You agree to indemnify and hold EssentialWeb Innovations harmless from any third-party claims.

10. **Disputes**

In the event of any disputes arising from this agreement, both parties agree to resolve them through final and binding arbitration rather than pursuing litigation. The arbitration will be conducted by JAMS Arbitration under its applicable rules and procedures.

11. **General Provisions**

Any required notices under this agreement must be made in writing via email.

This agreement is governed by the laws of the State of Nevada.

By accepting these terms, you grant EssentialWeb Innovations and its contractors the right to use your name, likeness, and associated trademarks for the purpose of marketing our services. Unless otherwise specified in the Statement of Work (SOW), EssentialWeb Innovations will include a small link in the footer to indicate that your website was designed, built, and/or maintained by EssentialWeb Innovations. By agreeing to these terms, you also opt-in to receiving future communications from EssentialWeb Innovations.

The relationship between EssentialWeb Innovations and you is that of independent contractors and not employer-employee.

If both parties mutually agree, additional Statements of Work (SOWs) may be added in the future. All SOWs will be subject to the terms outlined in this agreement. This agreement, along with any associated SOWs, constitutes the entire agreement between the parties. In the event of any conflicts between this agreement and a specific SOW, the terms of the SOW will govern the working relationship.

Updated: January 1, 2023