1. TERM. This Agreement shall have an initial term of twelve (12) months unless otherwise specified within the service description and shall continue thereafter as a month-to-month agreement unless and until either party shall give the other party written notice of cancellation in which case this Agreement shall terminate 30 days after such notice is received by the other party. If Client cancels this Agreement at any time during the initial twelve-month term Client shall pay TRITON COMMERCE, LLC a termination fee equal to three (3) months fees as provided under this Agreement. All payments due from Client shall be made by credit card or ACH transfer.
2. OWNERSHIP OF WEBSITE. Upon termination of this Agreement, TRITON COMMERCE, LLC shall retain ownership of the “site files” including but not limited to text, database, images and software regarding Client’s website. If Client elects to continue to have TRITON COMMERCE, LLC host Client’s website on its server at the then-current published rates then Client shall be permitted to continue its use of the website site files during such period. Upon termination of this agreement, any required support or website changes will be charged our current hourly rate plus expenses, and Triton Commerce reserves the right to refuse support or website updates, this includes but not limited to site backups and file exchanges.
3. LIMITED WARRANTY/EXCLUSION OF WARRANTIES. TRITON COMMERCE, LLC warrants that website design and related services performed by TRITON COMMERCE, LLC will meet or exceed industry standards, as determined by TRITON COMMERCE, LLC in its sole and complete discretion. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. LIABILITY. TRITON COMMERCE, LLC shall not be liable for any consequential damages arising in any manner from the website or material furnished, hosting or the labor or design services performed by TRITON COMMERCE, LLC pursuant to this agreement and Client expressly assumes all such liability.
5. DELAYS. TRITON COMMERCE, LLC shall not be liable for any delay in the performance of the work resulting from or attributed to acts or circumstances beyond TRITON COMMERCE, LLC’s control, including, but not limited to, acts of God, fire, riots, war, terrorists, labor disputes, conditions of the premises, or acts or omissions of the Client,
6. INDEMNITY. Client agrees to save harmless and indemnify TRITON COMMERCE, LLC from any and all liability, claims, expenses, losses or damages, including reasonable attorneys’ fees and court costs, which may arise out of or be incurred in connection with the performance of the work herein specified and which are caused, in whole or in part, by the negligent act or omission of Client or persons or entities for whom Client is responsible. Client also agrees to save harmless and indemnify TRITON COMMERCE, LLC from any and all liability, claims, expenses, losses or damages, including reasonable attorneys’ fees and court costs, which may arise out of an allegation that TRITON COMMERCE, LLC’s work violates another party or parties’ trademark or other intellectual property rights.
7. ATTORNEYS FEES. Client agrees to pay TRITON COMMERCE LLC’s it reasonable attorneys fees and costs of collection in the event Client breaches this Agreement.
8. ENTIRE AGREEMENT. This proposal, including these Terms and Conditions, upon acceptance, shall constitute the entire agreement between the parties and supersedes any prior representations or understandings.
9. CHANGES. No change or modification of any of the terms and conditions stated herein shall be binding upon TRITON COMMERCE, LLC unless accepted by TRITON COMMERCE, LLC authorized officer in writing.
10. CHOICE OF LAW & CHOICE OF JURISDICTION. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Minnesota. Any action, claim or proceeding brought to enforce this Agreement shall be brought in the state courts of Minnesota in the County of Winona. Client irrevocably consents to jurisdiction and venue in Winona County Minnesota.
11. SERVICE PROVIDED. TRITON COMMERCE, LLC is providing web design and marketing services as described in the plans and pricing section. No other services express or implied shall be determined as part of this contract. This includes but not limited to client product maintenance, additional advertising services, additional reporting, additional calls & meetings, or additional design services. Additional services or support hours must be purchased at $100 per hour or at the services list price, whichever is less.
12. SERVER ACCESS. TRITON COMMERCE LLC does not permit client or 3rd party server connections or access. This includes but is not limited to site admin, FTP, RDP or VPN connections.
13. PUBLISHING APPROVAL. The client approves the strategy proposed by TRITON COMMERCE LLC and approves TRITON COMMERCE LLC to create and publish content as determined appropriate by TRITON COMMERCE LLC. No future content approval is required.
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