This Design and Media Services Agreement is made between a client and a service
provider for designing, developing, hosting and/or marketing the client's web page. This
document contains the material terms and conditions of the agreement including the
services to be provided, the payment details and an independent contractor provision.
The agreement also includes additional standard contract terms which can be used or
modified to fit the specific needs of the contracting parties. This document should be
used by a company or service provider when entering into an agreement for design and
media services.
Service Agreement
I. Licensing
You, ________________________ [Instruction: insert client’s name] (hereinafter “You” or
“Client”) must sign up for a web hosting package. Your web hosting package includes software
leasing with ________________________ [Instruction: insert name of Service Provider that
is leasing the software] (“Service Provider” or “we”). The Client does not own such software
and cannot transfer the software to another service provider. The Client may purchase a full
license. Please call for pricing. Service Provider reserves the right to change the price of the
service in accordance with pricing on its website, or to discontinue service for any reason. In the
event the Client is a store and requires an overwhelming amount of server resources, Service
Provider can provide dedicated hosting services and a smooth transfer at a competitive rate.
II. Terms of Agreement
The above-named Client is engaging Service Provider, located at ______________________
[Instruction: insert address of Service Provider], as an independent contractor for the specific
project of hosting, designing, updating, developing, and/or marketing web pages [Comment:
user may edit these services to reflect the mutual agreement of the parties]. Service Provider
will host, design, update, develop, and/or market these pages, for a dollar amount mentioned in
this contract.
The Client shall own all rights to any graphic art files and text-based files (“native files”)
developed for the Client's use in this project to generate HTML pages, Web-optimized text or
graphics, PDFs, and Web-ready files of a similar nature. Native files include MS Word docs, as
well as BBEdit, Photoshop, Illustrator, and Fireworks files and other files in a similar, customary
format intended for the development of websites. These files will be made available to the Client
upon request within the contract period and for a period of within ____ [three (3)] [Comment:
this number is not provided for by law, but can be any number the user chooses] years after
the end date of the contract's term.
III. Additional Standard Contract Terms
1. No Search Engine Guarantee: Due to continuing changes in search engine technology and
the vast differences in the way each search engine works, Service Provider is unable to guarantee
exact placement in any search engine, nor can we predict with certainty how long your web site
may retain its placement. The Client understands and agrees that internet marketing, as with all
forms of marketing, entails an element of risk, and that through this contract there is no
guarantee, express or implied, that any marketing work performed on the Client's behalf by
Service Provider will result in a higher Google page rank quotient, better search result rankings
for targeted keywords, improved visitor traffic to the Client's website, or increased revenues.
2. Additional Expenses: The Client agrees to reimburse Service Provider for any additional
expenses necessary for the completion of the work, including, but not limited to purchase of
special fonts, stock photography, and _______________________ [Comment: user may add
additional expenses to reflect the mutual agreement of the parties]. Service Provider will
inform Client prior to purchasing any additional expense items, and will purchase said expense
items only upon the express written or verbal approval of the Client.
3. Additional Services: Any revisions, additions, or redesign Client wishes Service Provider
to perform not specified in this document shall be considered "additional" and will be billed at
our standard rate for the particular service.
4. Copyrights and Trademarks: The Client represents to Service Provider and
unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or
other artwork furnished to Service Provider for inclusion in Web pages are wholly owned by the
Client, or that the Client has written permission from the rightful owner to use each of these
elements. Client will hold harmless, protect, and defend Service Provider and its subcontractors
from any claim or suit arising from the use of such elements furnished by the Client.
5. Limited Liability: Client hereby agrees that any material submitted for publication will
not contain anything leading to an abusive or unethical use of the web hosting service or host
server. Abusive and unethical materials and uses include, but are not limited to, pornography,
obscenity, nudity, violations of privacy, computer viruses, harassing and harmful material or
uses, illegal activity, material advocating illegal activity, and infringement of privacy or libel.
Client hereby agrees to indemnify and hold harmless Service Provider from any claim resulting
from Client's publication of material or use of any materials. Service Provider may or may not
give notice before deactivating the use of an account that we, in our sole discretion, decide is an
abusive or unethical use of, or a potentially illegal use of the account or host server. Client
hereby agrees to indemnify and hold harmless Service Provider in any claim resulting from the
submission of illegal materials.
Under no circumstances, including negligence, shall Service Provider, its offices, agents or
anyone else involved in creating, producing or distributing its services, be liable for any direct,
indirect, incidental, special or consequential damages resulting from Client’s use of or inability
to use Service Provider's services, mistakes, omissions, interruptions, deletion, loss of files or
data, errors, defects, delays in operation or of performance, communication failure, theft,
destruction, unauthorized access to Service Provider's records, programs, or services.
Notwithstanding the above, Client's exclusive remedies for all damages, losses,