Website Development Agreement

This Website Development Agreement (the “Agreement”) is an agreement between Vehicular Marketing (“Vehicular Marketing,” “we,” “our,” or “us”) and you, or the entity you represent (“you”, “your”, “customer”). This Agreement governs your use of the website Vehicular Marketing develops for you and our Services (as defined below). This Agreement is effective when you use or access the Services, or otherwise indicate your acceptance of the Agreement.

1. Scope of Work

a. Agreement Documents. This Agreement between Vehicular Marketing and you includes: (i) any statement of work or other similar document issued by Vehicular Marketing to you (“Statement of Work”); (ii) Vehicular Marketing’s Privacy Policy; and any additional specifications or documentation regarding the Services that are made available by Vehicular Marketing via vehicularmarketing.com (“Our Website”) (collectively, the “Agreement Documents”). Your initial invoice will include a Statement of Work which shall describe the Services and any other material terms to which the parties agree. In the event of any conflict between this Agreement and any of the other Agreement Documents, the terms of this Agreement shall control. You agree that this Agreement supersedes all previous agreements between you and Vehicular Marketing.

b. Website Development. Subject to your payment obligations and compliance with this Agreement, Vehicular Marketing creates, develops, tests, hosts, and maintains a website that markets your services and/or products as set forth in an applicable Statement of Work (the “Services”). The Services are conducted in phases as set forth in Section 1(b)(i) or as otherwise stipulated on an applicable Statement of Work. A general description of timelines for the completion of such phases may be set forth in the Statement of Work and subject to your payment of the non-refundable Development Fees. Any timelines stipulated in the Statement of Work are estimates only.

i. Theme Selection. Vehicular Marketing shall provide you with website themes created by Vehicular Marketing, which include the overall design, color scheme, and layout to be incorporated into your website. You shall select a theme for your website (the “Theme Selection”). You are solely responsible for delivering to Vehicular Marketing those logos, graphics, photographs, images, videos, or other visual materials, of such resolution and file-type as Vehicular Marketing reasonably requires, and those written materials, including reviews, terms, policies, testimonials, biographies, and summaries of your history, business model, services, and products that you desire Vehicular Marketing to incorporate into the website and/or Vehicular Marketing reasonably requests for the creation and development of the website (collectively, “Customer Materials”). You shall deliver Customer Materials to Vehicular Marketing in the manner directed by Vehicular Marketing. We assume no responsibility for monitoring any of the Customer Materials for inappropriate submissions or conduct. We have no obligation to modify or remove any inappropriate Customer Materials. Notwithstanding the foregoing, Vehicular Marketing and its designees shall have the right to remove any Customer Materials that violate this Agreement or are otherwise objectionable, in our sole discretion. Customer Materials may not include any content that is illegal, offensive, harassing, violent, sexual, or that Vehicular Marketing otherwise determines, in its sole discretion, may harm the reputation of Vehicular Marketing. Vehicular Marketing shall not be responsible for any delays in providing the Services to the extent caused by your failure to timely provide Customer Materials.

ii. Initial Development. After Theme Selection and delivery of Customer Materials, Vehicular Marketing shall create and develop an initial draft of the website (the “Website Draft”) and provide you access to the Website Draft for your approval. Thereafter, you shall deliver to Vehicular Marketing written: (A) approval of the Website Draft; or (B) comments, corrections, and/or other feedback necessary for Vehicular Marketing to make your reasonably requested revisions. You shall be deemed to have approved the Website Draft if you fail to provide Vehicular Marketing with notice of suggested revisions for the Website Draft prior to the expiration of the deadline set forth by Vehicular Marketing.

iii. Revisions. In the event you timely notify Vehicular Marketing of your rejection of the Website Draft, Vehicular Marketing shall utilize commercially reasonable efforts to revise the Website Draft as soon as possible. Upon completion of such revisions, Vehicular Marketing shall provide you access to the revised Website Draft for your approval. Thereafter, you shall deliver to Vehicular Marketing written: (A) approval of the revised Website Draft; or (B) comments, corrections, and/or other feedback necessary for Vehicular Marketing to make your reasonably requested revisions, and in such event, Vehicular Marketing shall make further revisions for your review. If you determine, in your reasonable discretion, that the Website Draft is not acceptable after two (2) rounds of revisions by Vehicular Marketing, you may terminate this Agreement, however, you will not receive a refund of the Development Fee. You shall be deemed to have approved the revised Website Draft if you fail to reject the revised Website Draft prior to the expiration of the deadline set forth by Vehicular Marketing.

iv. Testing. After approval of the Website Draft, Vehicular Marketing shall prepare the website for launch by conducting commercially reasonable quality assurance testing.

c. Domain Name. Prior to completion of the quality assurance testing set forth in Section 1(b)(iv), you must procure and thereafter maintain the domain name, at your sole expense. You are solely responsible for selecting, procuring, and maintaining the domain name for your website, and Vehicular Marketing shall have no liability whatsoever for such selection and maintenance of your domain name. Vehicular Marketing reserves the right to reject any domain name that Vehicular Marketing determines, in its sole discretion, to be illegal, offensive, harassing, violent, sexual, or that may harm the reputation of Vehicular Marketing. Vehicular Marketing shall not be responsible for any interruptions in hosting caused by your failure to maintain the domain name, and any such interruptions shall not abate the Monthly Fee due hereunder. You shall promptly notify Vehicular Marketing of any change in the registered details for the domain name for the website.

d. Hosting and Maintaining the Website. Vehicular Marketing shall notify you upon completion of the quality assurance testing on the website and shall confirm that the initial hosting of the website has begun (the “Website Launch”). You acknowledge and agree that the website will be hosted through a third-party cloud hosting provider. Subject to your compliance with this Agreement and your payment of the Monthly Fee, Vehicular Marketing shall oversee the hosting and maintenance of the website and provide support services as set forth in the Statement of Work for such website for a period of at least one (1) year from the date of the Website Launch and continue for the duration of any Renewal Period(s) as set forth in this Agreement. For the avoidance of doubt, maintenance of the website does not include any rewriting of the website following the Website Launch, provided, however, that Vehicular Marketing will adjust sections of the website or add additional language that you provide utilizing your allotted web development hours set forth in the applicable Statement of Work. You are solely responsible for the marketing, advertising, and promoting your website.

e. Renewal Period Updates. During each Renewal Period, Vehicular Marketing shall provide 6 hours of website development time in order to make changes and updates to the website. Should you require additional changes and updates outside of such 6-hour allotment, Vehicular Marketing shall make changes and updates reasonably requested by you at Vehicular Marketing’s standard hourly rate (“Vehicular Marketing’s Rate”) made available on Our Website or as otherwise specified on an applicable SOW. Vehicular Marketing reserves the right to change the Vehicular Marketing Rate at any time in our sole discretion. To the extent your requested changes and updates exceed the timeframes set forth in the applicable Statement of Work, you will be responsible for paying Vehicular Marketing for the excess time at the Vehicular Marketing Rate within seven (7) days of your receipt of an invoice. Any unused website development time from a Renewal Period will not carry over into a subsequent Renewal Period. In the event of early termination of this Agreement, except for termination pursuant to Vehicular Marketing’s material breach of the Agreement, you shall immediately pay Vehicular Marketing the total fees for any excess website development time provided by Vehicular Marketing during such applicable Renewal Period.

f. Changes in Project Scope. If you desire to implement modifications to the website after completion of any phase set forth in Section 1(b), including modifying your Theme Selection, you shall deliver a written proposal specifying such modifications including all reasonable details requested by Vehicular Marketing. Thereafter, Vehicular Marketing will evaluate such proposal and respond in writing with: (i) a proposed updated timeline schedule; (ii) additional Customer Materials needed to complete such modifications; and (iii) the total additional costs for such modifications. You shall promptly accept or reject the response in writing. If you accept Vehicular Marketing’s response, you shall remit the additional costs immediately along with additional Customer Materials, if any, and thereafter, the parties shall proceed through the applicable remaining phases in accordance with Vehicular Marketing’s updated deadline schedule. If you reject Vehicular Marketing’s response, Vehicular Marketing shall not be obligated to perform any work beyond its original requirements in this Agreement or as set forth in the applicable Statement of Work.

g. Delays. Vehicular Marketing shall use all reasonable efforts to meet the timelines set forth in an applicable Statement of Work. At its option, Vehicular Marketing may extend the timelines up to fourteen (14) days by providing written notice to you. In the event of any delay caused by you, including your failure to timely deliver Customer Materials, the timelines for the applicable phases shall be extended by one day for each day that you cause a delay. In the event your delay continues for more than thirty (30) days, Vehicular Marketing shall have the right, at its option, to terminate this Agreement by delivering written notice to you. In such event, Vehicular Marketing shall be entitled to retain the non-refundable Development Fee.

2. Subcontractor

a. Vehicular Marketing may subcontract the creation, development, testing, hosting, and/or maintenance of the website or any portion of the Services without your prior written consent; however, Vehicular Marketing will endeavor to notify you of Vehicular Marketing’s election of a subcontractor.

3. Third Party Service Providers

a. You acknowledge and agree that Vehicular Marketing may utilize products or services provided by third-party service providers or subcontractors, including third-party hosting providers (“Third Party Services”) in order to provide the Services. You further acknowledge that: (i) the third-party provider may make changes to the Third Party Services or components thereof, or suspend or discontinue the Third Party Service with or without notice; (ii) the availability of the Third Party Services may also depend on your compliance with any terms and conditions, terms of use, or other agreements that apply to any Third Party Services (“Third Party Terms”). In addition, you acknowledge and agree that the Third Party Service providers may have access to Customer Materials or other data collected through the website (if any), and may require Vehicular Marketing to provide information about you or Customer Materials to the Third-Party Services provider. You agree and consent to our provision of such information. We are not responsible for how any Third Party Services providers provide service, their actions or omissions, or for how they transmit, access, process, store, use, collect, share, or provide data. Vehicular Marketing expressly disclaims all liability related to or arising from any Third Party Services.

b. Disclaimer. Vehicular Marketing makes no representation or warranties with respect to any Third Party Services, including but not limited to third-party products, service, or software provided or utilized by Vehicular Marketing in connection with the delivery of Services. VEHICULAR MARKETING PROVIDES NO REPRESENTATIONS, WARRANTIES, OR COVENANTS RELATED TO ANY THIRD PARTY SERVICES AND DISCLAIMS ALL LIABILITY RELATED TO THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES.

4. Term and Termination

a. The term of this Agreement shall continue until the first anniversary of the initial invoice (as may be extended, the “Term”). If this Agreement has not been terminated earlier, at the end of the initial Term or any twelve (12) month Renewal Period, the Term shall be extended automatically for an additional twelve (12) month period (each, a “Renewal Period”) unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the last day of the Term or any Renewal Period, as applicable.

b. Either Party may immediately terminate this Agreement (i) if the other Party materially breaches this Agreement and such breach is not cured within 30 days of receipt of written notice of such breach, or (ii) in the event of the other Party’s bankruptcy, insolvency, liquidation, dissolution, receivership, or assignment for the benefit of creditors. Vehicular Marketing may terminate this Agreement at any time for any reason upon thirty (30) days written notice to you. Any provision that by the very nature of which should survive, shall survive the termination of this Agreement.

5. Payment

a. Fees. You shall pay Vehicular Marketing the fees set forth on the applicable Statement of Work in accordance with the payment terms herein or as otherwise set forth on the Statement of Work. In addition, you shall promptly reimburse Vehicular Marketing for out-of-pocket expenses pre-approved in writing.

b. Development Fee. Within seven (7) days of receipt of an applicable Statement of Work, you must pay Vehicular Marketing the flat-fee payment set forth on the Statement of Work (the “Development Fee”). The Development Fee is non-refundable and non-creditable against other fees.

c. Monthly Fee. After the Website Launch and for the duration of the initial Term and any subsequent Renewal Period(s), you pay Vehicular Marketing the monthly hosting maintenance fee (the “Monthly Fee”) set forth on the applicable Statement of Work. During each Renewal Period, the Monthly Fee shall automatically update to the rate published on Our Website at the beginning of such Renewal Period. If you fail to pay the Monthly Fee by the fourteenth day of any month, Vehicular Marketing may cease hosting the website until you have paid the outstanding Monthly Fee(s) together with the late fee and interest payment.

d. Late Payments. During the initial Term, any late payments or reimbursements shall be subject to a late fee in the amount of $50.00, and all unpaid amounts shall bear interest at the lesser of: (i) eighteen percent (18%) per annum; or (ii) the maximum rate of interest allowable under applicable law.

e. Taxes. The payments of compensation shall not be subject to withholding for federal, state, or local taxes. You shall pay Vehicular Marketing for all applicable federal, state and local sales, use, value-added, excise, duty, and any other taxes of any nature assessed on the Services and/or the website.

6. Use Restrictions

a. You shall not (nor shall you facilitate, direct, or assist a third party to):

• Reproduce, revise, republish, or rehost the website or any Vehicular Marketing Content at any time without the express written permission of Vehicular Marketing.
• Use the website or Services in any manner that could damage, disable, overburden, disrupt or impair any Vehicular Marketing servers or APIs.
• Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of website or Services.
• Exceed or circumvent limitations on the website or Services.
• Attempt to gain unauthorized access to any website, account, computer system, or networks connected to any Vehicular Marketing server.
• Obtain or attempt to obtain any materials or information through any means not intentionally made available through Our Websites.
• Use the website or Services in any way that violates any applicable federal, state, local, or international law or regulation.

b. Vehicular Marketing may provide login credentials to you in order for you to monitor basic analytics of the website. You shall not disclose the login credentials to any other third party. You are solely responsible for the security and confidentiality of your login credentials.

7. Ownership

a. Website. Except as otherwise stated on a Statement of Work, the website shall be the sole and exclusive property of Vehicular Marketing. Subject to your compliance with this Agreement, Vehicular Marketing grants you a limited, non-transferable, non-licenseable, revocable right to access and utilize the website during the term of the Agreement solely for your personal or business purposes. To the extent the website is deemed “work made for hire,” you hereby irrevocably assign all right, title, and interest in and to the website to Vehicular Marketing.

b. Vehicular Marketing Content. You acknowledge that Vehicular Marketing may incorporate its own content (“Vehicular Marketing Content”) into the website. Vehicular Marketing retains all right, title, and interest in and to the Vehicular Marketing Content.

c. Third-Party Content. Vehicular Marketing may incorporate content developed by third-parties (“Third-Party Content”). Such Third-Party Content is the property of the applicable third party and you retain no rights to the Third-Party Content.

d. Customer Materials. You retain all right, title, and interest in and to the Customer Materials. You grant Vehicular Marketing a nonexclusive, royalty-free, worldwide right and license to use, reproduce, and/or display Customer Materials for the purposes of providing the Services.

e. Vehicular Marketing Tools. Vehicular Marketing utilizes various tools to perform the Services (“Vehicular Marketing Tools”). Vehicular Marketing retains all right, title, and interest to the Vehicular Marketing Tools.

8. Warranties

a. Customer Warranties. You represent and warrant: (i) you have the legal right and authority to enter into this Agreement and provide the Customer Materials; (ii) your performance and the rights granted shall not conflict with or violate any commitment or agreement you have with any other person or entity; (iii) your performance of your obligations shall not violate any applicable law; (iv) you have all necessary rights to or complete ownership of the Customer Materials, and they will not infringe on the intellectual property rights of any third-party.

b. Disclaimer. EXCEPT AS OTHERWISE EXPLICITLY STATED HEREIN, THE WEBSITE, SERVICES, AND VEHICULAR MARKETING MATERIALS ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VEHICULAR MARKETING DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING TRAFFIC TO THE WEBSITE OR THAT THE WEBSITE OR SERVICES WILL CONFORM TO YOUR SPECIFIC NEEDS.

9. Indemnification

a. You shall defend, indemnify and hold harmless Vehicular Marketing, its affiliates and any of their respective shareholders, directors, officers, agents, and other representatives from all losses, claims, demands, orders, damages, penalties, fines, costs, fees (including reasonable attorneys’ fees) settlement payments, liabilities, expenses (collectively, “Losses”) relating to or arising from: (i) your violation of this Agreement; (ii) your negligent, reckless and/or willful misconduct; (iii) your violation of any Third Party Terms; (iv) your violation of any applicable law or (v) infringement of any copyright, trademark, patent, trade secret or other intellectual property rights by any Customer Materials.

10. Limitation of Liability

a. IN NO EVENT SHALL VEHICULAR MARKETING BE LIABLE TO CUSTOMER FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION, OR FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE MAXIMUM LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER SHALL BE LIMITED TO THE GREATER OF: (I) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO VEHICULAR MARKETING UNDER AN SOW FOR THE SERVICES GIVING RISE TO THE CLAIM DURING PRIOR SIX (6) MONTH PERIOD; OR (II) $1,000.00.

b. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT OR ANY STATEMENT OF WORK MAY BE COMMENCED BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO SUCH CAUSE OF ACTION HAS OCCURRED.

11. Dispute Resolution

a. Governing Law. The construction, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the United States, excluding its conflict of laws and choice of law rules, and jurisdiction over any action to enforce this Agreement, or any dispute arising from or relating to this Agreement shall subsist solely in the state and/or federal courts located within the County of US.

b. Arbitration. If we have not been able to resolve the dispute informally within thirty (30) days after both parties received notice of the dispute, we both agree to resolve any claim, dispute or controversy arising out of or in connection with or relating to this Agreement by binding arbitration conducted pursuant to the JAMS Streamlined Arbitration Rules and Procedures. THIS MEANS THAT YOU AND VEHICULAR MARKETING ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM.

c. Exceptions. Notwithstanding the foregoing provisions, each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property.

12. Security

a. We implement security procedures designed to help protect Customer Materials from security threats. However, you understand that your use of the Services necessarily involves transmission of Customer Materials over networks that are not owned, operated, or controlled by us, and we are not responsible for any of Customer Materials that are lost, altered, intercepted, or stored across such networks.

13. Publicity

a. Vehicular Marketing may: (1) state on the website that Vehicular Marketing developed the website, including by placing the logo of Vehicular Marketing on the website; (2) place hypertext links on the website to Our Website; and/or (3) place hypertext links on Our Website to the website as an example of Vehicular Marketing’s Services.

14. Independent Contractor / Employee Solicitation

a. Vehicular Marketing is and shall remain at all times an independent contractor and nothing in this Agreement shall be deemed to create a joint venture, partnership, or agency relationship between the parties.

b. During the term of this Agreement and to the extent permissible under applicable law, neither party will directly or indirectly solicit or recruit for hire any individual who is or was employed by the other party and who provided or received Services for or from the other party under this Agreement until one (1) year following the termination of the individual’s involvement in providing or receiving Services.

15. Force Majeure

a. Vehicular Marketing shall not be liable to you or any other party for any delay or failure in performance due to events outside of our reasonable control, including without limitation, acts of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, pandemic, fire, flood, earthquake, storm or other like event, disruption or outage of third-party communications facilities or networks, labor strike, delays of common carriers, or any other circumstances beyond our reasonable control.

16. Entire Agreement

a. The Agreement constitutes the entire agreement between you and Vehicular Marketing relating to the subject matter herein, and supersede all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

17. Severability

a. If any term or condition of this Agreement, or the application of any term or condition to any person or circumstance, shall be deemed invalid or unenforceable, the remaining terms or conditions of this Agreement, or the application of the terms or conditions to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each term and condition shall be valid and enforceable to the fullest extent permitted by law.

18. Notices

a. All notices shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date sent by electronic mail if sent during normal business hours of the recipient during a business day, and otherwise on the next business day, if sent after normal business hours of the recipient, or (iii) two (2) business days after being mailed by United States certified mail, postage prepaid, return receipt requested, to a party at that party’s address identified below.

19. Waiver

a. No delay or omission by any party in exercising any right or power arising out of any default under any of the terms or conditions of this Agreement shall be construed to be a waiver of the right or power. A waiver by a party of any of the obligations of the other party shall not be construed to be a waiver of any breach of any other terms or conditions of this Agreement.

20. Binding Effect and Assignment

a. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement may not be assigned by you to any other party without the prior written consent of Vehicular Marketing. Any attempt to transfer or assign this Agreement without such written consent shall be null and void.

21. Headings

a. The headings used in this Agreement are intended solely for purposes of identifying the various paragraphs and subparagraphs contained herein and are for the convenience of the parties hereto. Such headings are in no way intended to describe, interpret, define, or limit the scope of this Agreement.

22. Changes to This Agreement

a. Vehicular Marketing reserves the right, in its sole discretion, to update, revise, supplement and to otherwise modify this Agreement, and to impose new or additional terms and conditions. Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions shall be effective immediately and incorporated into this Agreement upon notice thereof, which may be given by any reasonable means including by posting updates to this webpage and changing the “Last Updated” date at the top of this webpage. Your continued use of the Services following the posting of changes to this Agreement will mean you accept those changes.

8. Contact Us

If you have questions or comments about this Privacy Policy, please contact us at: