1. Copyright and Trademarks.
The client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to E-CartCustoms, LLC for inclusion in the web design project are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend E-CartCustoms, LLC and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

2. Web Site Maintenance.
This agreement allows for minor web site maintenance to pages over a 10 day period, up to an average of one half hour, including updating lines and making minor changes to a sentence or paragraph. It does not include updating or replacing nearly all the text from a page with new text, major page reconstruction, new pages, navigation structure changes, attempted updates by client repairs or web design projects delivered to the client via CD. The period of 10 days begins on the date the clients store has been published to client’s hosting service or 30 days from the date this agreement was signed, which ever comes first. If the client’s web design package includes database access using Server Side Script, then very minor page code changes will be accepted under this maintenance plan. Major page code and/or database structural changes will be charged at current hourly rates.

3. Work Schedule and Completion Date.
E-CartCustoms, LLC and the client must work together to complete the web design project in a timely manner. We agree to work expeditiously to complete the web design project no later than 30 days after the client has submitted all necessary materials. If the client does not supply E-CartCustoms with complete text and graphic content for this web design project within 30 days of the date this agreement was signed, the entire amount of the agreement becomes due and payable. If the client still has not submitted all the required contents within 35 days after signing this agreement, an additional continuation fee of 15% of the total agreement price will be assessed for each month until the web design project is published or the client cancels the web design project in writing.

Client is to provide E-CartCustoms with all the data needed to complete web site, including text, company logo, and photos. By signing this agreement, the Client confirms acceptance. Once this acceptance is received from the Client and payment has been made the work necessary to complete the project will begin. All efforts will be made by E-CartCustoms to meet the estimated completion date. Once the final design comp has been approved by client, the design of the site is considered set and will be built accordingly. Any changes to site design or structure after the design comp has been approved will delay site completion date beyond the expedited deadline and may incur additional billing dependent upon the severity of the changes requested.

Project milestones, estimated delivery dates and project deadline will be mapped out and set by the project manager.

The publish deadline given is a commitment made with the client by E-CartCustoms and is what the designer is working against. Every effort is made by E-CartCustoms to meet the publish deadline. However the set deadline is subject to change based upon delayed client response time to questions, approval requests, deliverables, change to project after design comp approval, server issues, unforeseen acts-of-god or other circumstances beyond E-CartCustoms control.

Milestones, on the other hand, are guidelines we’ve set for ourselves in regards to progress and are subject to rescheduling by the project manager as they see fit and do not require client authorization or approval. Using milestones helps everyone involved visualize how the project is coming along and keeps the designer working at their own pace.
4. Final Project Delivery.
The web site design project delivery shall be completed upon final corrections after receipt of the final payment . Delivery will be accomplished Master CD mailed to client.

5. Hosting of Store.
The client understands that E-CartCustoms, LLC will not be providing any hosting services in connection with this web design project. Hosting
services are the responsibility of the client through a BigCommerce account. The client will be solely responsible for all hosting service charges.
The client assumes all responsibility for the use and functionality of the web design project.

6. Third Party or Client Page Modification.
Some Clients will desire to independently edit or update their web pages after completion of the site. Note however, E-CartCustoms, LLC is not responsible for any damage created by the Client or agent of the Client. Any repairs required will be assessed at an hourly rate of $85.00.
[1 hour minimum charge].

7. Extended Maintenance Contracts Available to Client.
The Monthly “Flat Rate” Maintenance Contract, of $ 50.00 payable each month, allowing up to 2 hours of changes per month, including new pages and store product changes. The “Flat Rate” Agreement is payable each month, whether the time is used or not. Changes requested, which go beyond the 2 hour limit, are chargeable at the of $45.00 per hour. The “As Needed” Maintenance Contract is a monthly chargeable agreement, higher than the “Flat Rate”, but offering cost savings on sites with little to no changes. Charges incur when Client requests a change – 1 hour minimum charge $85.00 per hour. Additional Maintenance Contract Options that include Graphic Design are available at the Clients request.

8. Electronic Commerce Laws.
The client agrees that the client is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend E-CartCustoms, LLC and its subcontractors from any claim, suit, penalty, tax or tariff arising from the client’s exercise of Internet electronic commerce.

9. Web Design Project Copyright.
Original web site content specifically requested by the customer and designed under work for hire shall be the intellectual property of the customer once final payment under this agreement and any additional charges incurred have been paid. Rights to clipart, photos, graphics, source code, work-up files and computer programs that are not specifically requested and designed under work for hire are not transferred to the client, and remain the property of their respective owners. E-CartCustoms, LLC and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios.

10. Payments.
Payments must be made promptly based on the agreed schedule. Delinquent bills can be assessed a $15 charge if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 5% penalty can be added for each month of delinquency. E-CartCustoms, LLC reserves the right to remove any web design project from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by an authorized representative E-CartCustoms, LLC. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue, this agreement was entered into in Houston, Texas, US and any dispute will be litigated or arbitrated in Houston, Texas, US. Please pay on time. All payments will be made in US $ funds. Client shall, at all times, maintain a valid Credit Card(s) on file with E-CartCustoms, LLC. Client hereby authorizes E-CartCustoms, LLC to debit Client’s Credit Card(s) to satisfy any and all amounts due E-CartCustoms, LLC.

11. Legal Notice.
E-CartCustoms, LLC does not warrant that the functions contained in the web design project will be uninterrupted or error-free. The entire risk as to the quality and performance of the web design project is with the client. In no event will E-CartCustoms, LLC be liable to the client or any third party for any damages, including, but not limited to service interruptions caused by Acts of God or any other circumstances beyond our control, any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web design project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or site visitor’s computer or Internet software, even if E-CartCustoms, LLC has been advised of the possibility of such damages.

12. This Agreement.
This agreement constitutes the sole agreement between E-CartCustoms, LLC and the client regarding this web design project. Any additional work not specified in this contract must be authorized by a written request. All prices specified in this contract will be honored for 30 days from date offered. Acknowledgement of agreement after that time will require a review of current pricing and new agreement. This agreement supersedes any prior written or oral agreements between the parties.

13. Assignment of Project.
E-CartCustoms, LLC reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. E-CartCustoms warrants all work completed by subcontractors for this project. When subcontracting is required, E-CartCustoms will only use industry recognized professionals.

14. Amendment.
This agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

15. Severability.
If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed written, construed, and enforced as so limited.

16. Waiver of Contractual Right.
The failure of either party to enforce any provision of this agreement shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this agreement.

17. Governing Law.
This agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Texas and the Federal Laws of the United States of America applicable therein without reference to rules governing choice of laws. Any action relating to this agreement must be brought in Harris County, Texas and you irrevocably consent to the jurisdiction of such courts.

18. Cancellation Policy.
Services are cancelable by either party at any time.
If client decides to cancel the project after signing of agreement, a kill fee equal to the amount of the initial deposit billed upon ordering, plus any administrative, tangible or conceptual work done up to that point at the rate of $85. per hour, plus any additional expenses incurred above and beyond the deposit amount and work billed at the hourly rate will be assessed and charged at time of cancellation. Any materials delivered to the client to date must be returned. Use of any work done in connection with the project without the consent of E-CartCustoms, LLC could result in additional fees or legal action. E-CartCustoms, LLC will keep all original artwork, digital files, disks or CDs prepared in connection with the project.

19. Additional Expenses.
Client agrees to reimburse E-CartCustoms, LLC for any client requested expenses necessary for the completion of the project.
Examples would be Purchase of specific fonts at the client’s request, purchase of specific photography at the client’s request, purchase of specific software at the client’s request.

20. Notices.
Any notice, direction or other communication given under this Agreement shall be in writing and given by sending it via e-mail or via regular mail. In the case of e-mail, valid notice shall only have been deemed to have been given when an electronic confirmation of delivery has been obtained by the sender, in the case of notice to us to info@e-cartcustoms.com or authorized representative, in the case of notice to you, at the e-mail address provided by you in this agreement. Mail shall be sent to E-CartCustoms, LLC, 2726 Bissonnet, Ste 240-153., Houston, Texas 77005 and to you at the mailing address provided in this agreement or as updated in writing. Any e-mail communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 400 p.m. Central Standard Time and otherwise on the next business day. Any communication sent via regular mail shall be deemed to have been validly and effectively given 5 business days after the date of mailing.

21. Project Communication and Flow via Basecamp.
All communication between client/project manager/designer/writer regarding project from this point forward will be done through project basecamp. Including uploading or downloading of files, reviews, approvals, questions and answers. Client will take the necessary time to familiarize themselves with basecamp and utilize it appropriately. We would love for you to upload your picture to your basecamp profile, it’s nice to put a face to a name!