This website development and design proposal/agreement is intended to be a legally binding agreement between the developer Mookey Media (hereby known as “Developer”) and the customer/client receiving this agreement that has also signed this contract (hereby known as “Client”); collectively known as the “Parties”. Client has agreed to allow the above Developer to create, develop, test, and design a website  according to the mentioned scope of work listed in this document. Developer is interested in undertaking such work; and Client and Developer mutually desire to set and agree to the following terms and conditions as listed. It is understood that the Client (and their main point of contact) will be expected to make timely decisions on all matters brought before them. It is further understood that the schedule of this proposal will be impacted inline with the amount of delays incurred, waiting for said decisions.

Scope of Work

It is understood that the total price of this project has been projected based on the Developer’s understanding of the requirements as of the time of this agreement (further revisions might occur if requirements change). It is understood that the requirements may undergo minor changes over the course of the project. It is further understood that the Client will work with the Developer in good faith to ensure that scope- of-work changes are minimal. It is understood that anything not listed within the feature set of this agreement is considered out-of-scope. Should the scope-of-work undergo non-trivial changes, the Developer reserves the right to re-evaluate the cost and schedule projections for the outstanding works. It is further understood that should the client be dissatisfied with the re-assessed cost and schedule that it may opt to cancel the balance of the engagement, paying for all original work components delivered to date.
 

Graphic Content

It is assumed that the Client will provide the necessary graphical and text assets to assist the development of this project. Besides the Developer’s own graphical resources, any other graphical elements should only come from the Developers or any other vendors approved by the Client. Contractor and client will thoroughly state any exceptions, non-compliance, or variations to the previous specifications.

Deposit
Non-refundable payments are required prior to commencement and for any further work done on any element of the project. The remaining owed plus any additional costs incurred is required upon demand. This payment structure is repeated for each subsequent phase whether described within the estimate or not.
 All costs shall be subject to applicable taxes, including HST.


Cancellation

In the event that this Proposal is cancelled or terminated by the Client prior to completion, the Client agrees that the Developer is entitled to keep any and all non-refundable payments and that the Client shall also be responsible for payment to the developer of all fees relating to any and all work done by the Developer and its contracted service partners to the date of cancellation.
 

Timeline & Payment
Depending on the capacity of work that Mookey Media has, editing can be approximately  7 to 14 business days to produce the first drafts. Mookey Media will keep the client updated to the status of post-production. Mookey Media will provide clients with up to 2 free draft sample videos. The client is responsible for reviewing the drafts and notifying Mookey Media of changes to the video. Service fee’s are applicable for any changes made after the second draft. Mookey Media will not be held responsible for any deadlines that are missed because of changes to any drafts. Any changes requested after the second draft will incur our regular rates. Mookey Media will provide an estimate for such work.  The Developer will commence working on the project upon receipt of a signed copy of this Website Agreement and the non-refundable initial payment is given. Further payment instalments are due at agreed upon milestones as indicated in the Payment Schedule.

Copyright & Ownership
The Client will retain ownership of copyright, trademarks and other intellectual property rights in materials that are provided to the Developer for use in the design of the website and graphic work. All copyright, trade marks, patents created, developed, subsisting or used in or in connection with the design or development of the Client website will be transferred to Client on settlement of all outstanding sums due to the Developer.

In providing the required content under this agreement, each party agrees not to design, develop, or provide to the other party any items that infringe one or more patents, copyrights, trade marks, or other intellectual property rights (including trade secrets), privacy or other rights of any person or entity. If a party becomes aware of any such possible infringement it agrees to immediately notify the other party in writing, and it agrees to indemnify, defend, and hold the other party, its partners, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of any such infringement.

Liability
Neither Party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due). If such default or delay caused, directly or indirectly, by forces beyond such party’s reasonable control, including without limitation; fire, flood, acts of God, labour disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment, relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

Conflict Resolution
This Website Development Services Agreement shall be governed by the prevailing laws of Ontario, Canada. Should any conflicts arise related to this agreement, the Parties agree to seek a suitable resolution through a neutral arbitrator, whose ruling shall be considered final and binding on both parties.

Marketing Material
Permission is hereby granted to the developer to use websites created under this contract for professional samples, displays, pages, advertising, as an example of the Developer’s work.

Hosting
The Client is to proceed in a longer-term contract arrangement under which the Developer will provide Web Hosting services on behalf of Client. Subject to the terms and conditions of this Agreement, Developer will provide Web Hosting services for Client subject to the following terms:

Hosting & Domain Renewal
Client agrees to an initial twelve (12) month contractual term of service (“Term”). This Agreement will automatically renew for successive twelve (12) month Terms unless canceled in writing by Client at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions and price changes. This Agreement will automatically renew for successive twelve (12) month Terms unless canceled in writing by Client at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to the Client’s account. Domain renewals are billed and renewed thirty (30) days before the renewal date. It is your responsibility to notify them via email to cancel any domain registration at least thirty (30) days prior to the renewal date. No refunds will be given once a domain is renewed. All domain registrations and renewals are final. In the case hosting is not included in this proposal, please ignore this section. 

System
Proprietary information exchanged here under shall be treated as such by Client. This information shall include, but not be limited to, the provisions of this Agreement, product and services information and pricing. Client further agrees to not decompose, disassemble, decode or reverse engineer any Developer program, code or technology delivered to Client or any portion thereof.

Warranty
Developer makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. Developer also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of Client. Use of any information obtained by way of Developer is at Client’s own risk, and Developer specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. Developer does not represent guarantees of speed or availability of end-to-end connections. Developer expressly limits its damages to Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Developer specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

Permission
Client understands that a link will be put in the footer section of the website stating that creator of the website. This statement and link helps Mookey Media to brand the web creation and help generate more business to continue offering affordable web services to client’s.


Liability
Client shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against Company directly or indirectly arising from or in connection with Client’s marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Client.  If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of Ontario. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.

SEO
Developer has no claim or control of any participating search engine directory or regulations. If at any point clients property is excluded from said services it will not be at the fault of Developer. SEO package is a month to month payment. If the client would like to end the SEO services, written notification is required 30 days prior to the next payment.

All fees and deposits are non-refundable.

Client recognizes that some websites will drop listings for no apparent reason.  Developer  will not be held liable for any penalties or dropped listings abstained from search engine sites

Developer agrees to provide Client with monthly reports detailing activities performed for the previous 30-day period along with the results of SEO efforts. Provider and Client agree to make themselves available for a monthly call/email to discuss this report and any upcoming projects related to this SEO Agreement. Developer agrees to make every effort to produce reports that are easy to read and comprehend and clearly indicate the benefits (if any) that SEO activities have had for the Client.

Developer does not guarantee any search engine rankings for specific keywords due to the complex, competitive nature of SEO. Please ignore this seo section in the case that seo is not included with your estimate/proposal.