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Client Contract

Contact Information:

Client’s Name:
Company:
Phone:
Email address:
Mailing address: , , , ,

Website Information:

Present Domain URLs: tokyojoe.net, rocketmantribute.com

New Domain names requested: tokyojoeband.com, southernskyeaglestribute.com, thebestofeverything.com

1. Definition of Terms.

QUANTUM DESIGN STUDIO LLC: QUANTUM DESIGN STUDIO LLC (d/b/a qdsMedia)
CLIENT:
CONTRACT: This agreement and its attachments as listed below.
ATTACHMENTS: “Payment Schedule” (Attachment I) and “Managed Hosting” Agreement (Attachment II)

2. Authorization

The above named CLIENT is engaging QUANTUM DESIGN STUDIO LLC, for the specific project of developing and/or improving a Website to be installed on QUANTUM DESIGN STUDIO LLC's hosting servers. In the case where an existing Website is installed on a hosting server at the CLIENT's ISP, CLIENT hereby authorizes QUANTUM DESIGN STUDIO LLC to access CLIENT's ISP account and authorizes the ISP to provide QUANTUM DESIGN STUDIO LLC with any necessary “write permission” for the CLIENT's Website directory, and any other directories or programs that need to be accessed for this project.

The CLIENT is engaging QUANTUM DESIGN STUDIO LLC to manage the DNS properties of the CLIENT's domains in accordance with the “Managed Hosting” Agreement (Attachment II). CLIENT hereby authorizes QUANTUM DESIGN STUDIO LLC access to the Registrar where CLIENT's existing domains are registered for the purpose of transferring said domains to QUANTUM DESIGN STUDIO LLC's Registrar account, and authorizes CLIENT's Registrar to provide QUANTUM DESIGN STUDIO LLC with any necessary access to complete the transfer. CLIENT will retain Ownership and Administration of the domains while registered under QUANTUM DESIGN STUDIO LLC's account.

3. Warranties

QUANTUM DESIGN STUDIO LLC represents and warrants to the CLIENT that it has the experience and ability to perform the services required by this CONTRACT; that it will perform said services in a professional, competent, and timely manner; that it has the power to enter into and perform this CONTRACT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any federal, state, and municipal laws. However, CLIENT will not determine or exercise control as to general procedures or formats necessary to have these services meet CLIENT'S satisfaction.

The CLIENT represents and warrants to QUANTUM DESIGN STUDIO LLC that it will provide materials as required in a professional, competent, and timely manner; that it has the power to enter into this Agreement; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any federal, state, and municipal laws.

4. Standard Logo Development

The standard Logo development as defined through QUANTUM DESIGN STUDIO LLC is as follows:

• Email/phone consultation. (Initial planning/development consultation is free.)
• Business objectives and design objectives surveys.
• A custom logo design based on CLIENT’s branding, colors, functionality requirements, and best usability practices.
• Logo design will be unique to CLIENT’s company and setup for maximum conversion.
• Logo will be designed to the highest of standards and in keeping with industry trends.
• A maximum of two revisions to the logo will be included at no extra cost to create the look and feel that is desired. Further revisions may be subject to additional fees at our normal hourly rate of two hundred ($200) dollars.
• A library of electronic file types to be used for any number of uses, including print, signage and web.

5. Standard Website Products and Website Hosting Services

The standard Website development as defined through QUANTUM DESIGN STUDIO LLC is as follows:

• Email/phone consultation. (Initial planning/development consultation is free.)
• Up to two (2) hours total general internet orientation, education, marketing strategy, and web design consultation. Additional education and consultation may be subject to additional fees at our normal hourly rate of two hundred ($200) dollars.
• Installation of Wordpress, a CMS (Content Management System) including select up-to-date plug-ins necessary for the design, basic security, and basic SEO (Search Engine Optimization) for the site, including widgets for standard “social networking” sites, such as Facebook. Updating of Wordpress and its plugins falls within the “Maintenance” portion of this CONTRACT.
• Text. Final text, such as page headers, descriptions and captions, shall be supplied by the CLIENT. Webpages with more than 1,500 words of text may be subject to additional fees for increased formatting time.
• Custom graphics. Top of the page graphic or background image, is included. Beyond this, an extra charge will apply for graphic design and modification, as well as a logo design if needed, unless otherwise stated in the “Managed Hosting” Agreement (Attachment II).
• Installation of webpages on QUANTUM DESIGN STUDIO LLC's host server.
• A maximum of two revisions to the draft website will be included at no extra cost to create the look and feel that is desired. Further revisions may be subject to additional fees at our normal hourly rate of two hundred ($200) dollars.
• Minor updates and changes to existing webpages for two (2) weeks from completion of website (includes up to a half-hour (1/2) per page total, subject to the limits outlined below).

The standard Website Hosting as defined through QUANTUM DESIGN STUDIO LLC is as follows;

• QUANTUM DESIGN STUDIO LLC uses a third-party web service provider that is integrated into the internet. CLIENT agrees to enter into a maintenance service agreement ie “Managed Hosting”, through QUANTUM DESIGN STUDIO LLC. The first month of hosting during the design stages of the website is due upon agreement of this CONTRACT, after which point, “Managed Hosting” fees apply as set forth in Attachment II.
• Upon completion and launch of the website, the CLIENT agrees to continue with the “Managed Hosting”, at which time it will be automatically renewed for each month, for a minimum of twelve (12) months, under the same agreement and cost set forth in Attachment II.
• Domain name search and advice. If a domain name is needed for the website, QUANTUM DESIGN STUDIO LLC will suggest appropriate names and do a search to ascertain the availability of those names. The determination of a domain name's availability does not guarantee it will still be available at the time of registration.
• Domain name registration or transfer. If needed, QUANTUM DESIGN STUDIO LLC will complete the necessary forms to register or transfer a domain name as selected by the CLIENT. Although QUANTUM DESIGN STUDIO LLC will submit forms to register a requested domain name in a timely fashion, QUANTUM DESIGN STUDIO LLC does not guarantee the availability of any domain name.
• The sending of spam, or unsolicited bulk email, is strictly not permitted on accounts managed, hosted, or associated with QUANTUM DESIGN STUDIO LLC.

6. Fees

QUANTUM DESIGN STUDIO LLC will execute this Website design and Logo design as specified by the CLIENT requirements as terms of this CONTRACT and incorporated in this CONTRACT. If requested, custom graphic work and/or additional revisions (beyond the scope of the “Standard Logo Development” and the “Custom Graphics” detailed above) may be subject to additional fees at our normal hourly rate of two hundred ($200) dollars.

7. Maintenance

Minor modifications and corrections to the Website requested within a two-week (2) period are included in this CONTRACT, up to an average of one half-hour (1/2) per page, including updating links and making minor changes to a sentence or paragraph. It does not include removing nearly all the text from a page and replacing it with new text. If the CLIENT or an agent other than QUANTUM DESIGN STUDIO LLC attempts to update or alter the CLIENT's pages during this time, time to repair the webpages will be assessed at the hourly rate of two hundred ($200) dollars and is not included as part of the modification time. Beyond the two-week (2) period, website maintenance will fall under the “Managed Hosting” Agreement CLIENT agrees to enter into between QUANTUM DESIGN STUDIO LLC and the CLIENT, set forth in Attachment II.

8. Payment

All services agreed to in this CONTRACT asstated in the “Payment Schedule”, shall be sold for the price set forth in Attachment I. Payment shall be made in US dollars, through Square unless otherwise agreed upon by both parties.

9. Payment Terms

Unless otherwise stated in the “Payment Schedule” set forth in Attachment I, the following standard terms apply. A minimum deposit of fifty percent (50%) of the design cost is required to commence work. The site will then be put online on a draft directory of QUANTUM DESIGN STUDIO LLC for the CLIENT's viewing. During this proofing stage, typographical errors, design changes and other corrections will be made according to the instructions of the CLIENT. The web hosting time frame begins when the initial deposit is made and the draft site is put online. Payment must be made in full four (4) weeks after initial deposit. Once full payment has been made, Logo files will be delivered to the CLIENT and the site will be moved to the main directory of QUANTUM DESIGN STUDIO LLC’s hosting server and be considered “live” to the internet.

10. Logo Completion Date

Logo completion date will be set for four (4) weeks from date of initial deposit. QUANTUM DESIGN STUDIO LLC and the CLIENT must work together to complete Logo by completion date. Much of this depends on receiving the appropriate feedback from the CLIENT. QUANTUM DESIGN STUDIO LLC agrees to work expeditiously to complete Logo in a professional and timely fashion. During the proofing stage, typographical errors, design changes and other corrections will be made according to the instructions of the CLIENT. CLIENT agrees to send QUANTUM DESIGN STUDIO LLC necessary feedback in a timely fashion. If CLIENT repeatedly fails to respond to communications within three (3) business days, QUANTUM DESIGN STUDIO LLC reserves the right to adjust completion date of CLIENT’S Logo. If work on Logo is delayed more than seven (7) days, an additional fee of three hundred ($300) dollars will be required to resume work. If work is delayed two (2) months from initial deposit, project will be considered abandoned and require a separate agreement and payment in order to resume work.

Initial:

11. Website Completion Date

QUANTUM DESIGN STUDIO LLC and the CLIENT must work together to complete the website in a timely manner. Much of this depends on receiving the appropriate images and text from the CLIENT. We agree to work expeditiously to complete the website in a professional and timely fashion.

Initial:

12. Assignment of Project

QUANTUM DESIGN STUDIO LLC reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion. QUANTUM DESIGN STUDIO LLC will be responsible for the final results of the project.

13. Additional Expenses

CLIENT agrees to reimburse QUANTUM DESIGN STUDIO LLC for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, typefaces, and stock photography with CLIENT’S approval. Any fonts or typefaces that are purchased for the Logo and/or supporting brand identity assets, are subject to commercial licensing laws.

14. Additional Services

Any revisions, additions, or redesign CLIENT wishes QUANTUM DESIGN STUDIO LLC to perform not specified in this document shall be considered “additional” and will require a separate Agreement and payment.

15. Copyrights and Trademarks

The CLIENT represents to QUANTUM DESIGN STUDIO LLC and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to QUANTUM DESIGN STUDIO LLC for inclusion in webpages 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 QUANTUM DESIGN STUDIO LLC and its subcontractors from any claim or suit arising from the use of such elements furnished by the CLIENT.

A. Name Ownership
CLIENT represents to QUANTUM DESIGN STUDIO LLC and unconditionally guarantees that the name used on the Logo and any other brand identity assets, are legally owned by the CLIENT, or that the CLIENT has permission from the rightful owner to use these elements, and will hold harmless, protect, and defend QUANTUM DESIGN STUDIO LLC and its subcontractors from any claim or suit arising from the use of such elements furnished by the CLIENT.

B. Name Changes
Project name changes during a project are exceptionally costly and challenging to implement, and cause significant delays. If CLIENT requires a change of name after the initial deposit is paid, a separate Agreement and payment will be required before QUANTUM DESIGN STUDIO LLC will resume work on the project.

Ownership and Copyright
Copyright to the final Logo produced by QUANTUM DESIGN STUDIO LLC is owned by QUANTUM DESIGN STUDIO LLC. Upon final payment of this CONTRACT, QUANTUM DESIGN STUDIO LLC grants CLIENT a royalty-free, perpetual, worldwide, non-exclusive license to use final Logo.

Logo includes only final, deliverable art, and does not include any preliminary work or sketches. QUANTUM DESIGN STUDIO LLC retains full ownership of any and all unused work, preparation materials, sketches, visuals, including the electronic files used to create Logo.

16. Age

CLIENT certifies that he or she is at least eighteen years of age.

17. 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, any harassing and harmful material or uses, any illegal activity or material advocating illegal activity, and any infringement of privacy or libel.

CLIENT hereby agrees to indemnify and hold harmless QUANTUM DESIGN STUDIO LLC from any claim resulting from CLIENT's publication of material or use of those materials. CLIENT hereby agrees to indemnify and hold harmless QUANTUM DESIGN STUDIO LLC in any claim resulting from the submission of illegal materials.

If QUANTUM DESIGN STUDIO LLC shall acquire an internet domain name on behalf of the CLIENT, then in such case CLIENT hereby waives any and all claims which it may have against QUANTUM DESIGN STUDIO LLC for any loss, damage, claim, or expense arising out of or in relation to the registration of such domain name in any online or offline network directories, membership lists, or registration lists, or the release of the domain name from such directories or lists following the termination of the providing of this service by QUANTUM DESIGN STUDIO LLC for any reason.

Under no circumstances, including negligence, shall QUANTUM DESIGN STUDIO LLC, 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 that result from the use of or inability to use QUANTUM DESIGN STUDIO LLC's services; or that result from mistakes, omissions, interruptions, deletion, or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to QUANTUM DESIGN STUDIO LLC's records, programs or services. CLIENT maintains sole responsibility for data backups and restoration. CLIENT hereby acknowledges that this paragraph shall apply to all content on QUANTUM DESIGN STUDIO LLC's services.

Notwithstanding the above, CLIENT's exclusive remedies for all damages, losses, and causes of actions whether in CONTRACT, tort including negligence, or otherwise, shall not exceed the aggregate dollar amount that CLIENT paid during the term of this CONTRACT and any reasonable attorney's fee and court costs.

CLIENT hereby waives any and all claims which it may have against QUANTUM DESIGN STUDIO LLC for any loss, damage, claim, or expense arising out of or in relation to providing of this service by QUANTUM DESIGN STUDIO LLC for any reason.

QUANTUM DESIGN STUDIO LLC shall not be liable for CLIENT’S use of QUANTUM DESIGN STUDIO LLC’S design to infringe on the rights of any third party.

18. Indemnification

CLIENT agrees that it shall defend, indemnify, save, and hold QUANTUM DESIGN STUDIO LLC harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney's fees (“Liabilities”) asserted against QUANTUM DESIGN STUDIO LLC, its agents, clients, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by CLIENT, its agents, employees, or assigns. CLIENT agrees to defend, indemnify, and hold harmless QUANTUM DESIGN STUDIO LLC against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with QUANTUM DESIGN STUDIO LLC's service, any material supplied by CLIENT infringing on the proprietary rights of a third party, copyright infringement, and any defective product which CLIENT has sold from the website QUANTUM DESIGN STUDIO LLC has designed.

19. Laws Affecting Electronic Commerce

The CLIENT agrees that the CLIENT is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend QUANTUM DESIGN STUDIO LLC and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the CLIENT's use of internet electronic commerce.

20. Copyright to Webpages

Copyright to the finished, assembled work of webpages produced by QUANTUM DESIGN STUDIO LLC is owned by QUANTUM DESIGN STUDIO LLC. Upon final payment of this CONTRACT, the rights to use as a website the design, graphics, and text contained in the finished, assembled website is transferred to the CLIENT. Rights to photos, graphics, source code, workup files, and computer programs are specifically not transferred to the CLIENT, and remain the property of their respective owners. QUANTUM DESIGN STUDIO LLC and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios.

21. Authorship Credit

CLIENT agrees that QUANTUM DESIGN STUDIO LLC includes a byline and small graphic (25px high) with a link on the bottom of their website establishing authorship credit. This byline must be removed at any time upon written request by QUANTUM DESIGN STUDIO LLC.

QUANTUM DESIGN STUDIO LLC and its subcontractors retain the right to display final Logo, graphics and other design elements as examples of their work in their respective portfolios (including, but not limited to, any website that displays QUANTUM DESIGN STUDIO LLC’S work).

CLIENT agrees that when asked, CLIENT must properly identify QUANTUM DESIGN STUDIO LLC as the creator of the Logo. CLIENT does not have a proactive duty to display QUANTUM DESIGN STUDIO LLC’S name together with the Logo, but CLIENT may not seek to mislead others that Logo was created by anyone other than QUANTUM DESIGN STUDIO LLC.

22. Nondisclosure

QUANTUM DESIGN STUDIO LLC, its employees, and subcontractors agree that, except as directed by CLIENT, it will not at any time during or after the term of this CONTRACT disclose any Confidential Information to any person whatsoever.

23. Cancellation

In the event that work is postponed or canceled at the request of the CLIENT by email, QUANTUM DESIGN STUDIO LLC shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this CONTRACT. If additional payment is due, this shall be payable within thirty days of the CLIENT's notification to stop work. In the event of cancellation, the CLIENT shall also pay any expenses incurred by QUANTUM DESIGN STUDIO LLC and QUANTUM DESIGN STUDIO LLC shall own all rights to the work. The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.

24. Refund Policy

If the CLIENT applies by email, for a refund within fifteen (15) days of signing this CONTRACT, work already completed shall be billed at the hourly rate of two hundred ($200) dollars and deducted from the initial payment. If the work that has been completed is beyond the amount covered in the initial payment, the CLIENT shall be liable to pay for all work completed at the hourly rate of two hundred ($200) dollars.

25. Arbitration

Any disputes in excess of $10,000 (or the maximum limit for small claims court) arising out of this CONTRACT shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed-upon Arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof. The CLIENT shall pay all arbitration and court costs, reasonable attorney's fees, and legal interest on any award or judgment in favor of QUANTUM DESIGN STUDIO LLC.

26. Payment of Fees

In order for QUANTUM DESIGN STUDIO LLC to remain in business, payments must be made promptly. Invoices are due upon receipt. Delinquent bills will be assessed a $20 charge if payment is not received within ten (10) days of the due date. If an amount remains delinquent thirty days after its due date, an additional one-and-one-half percent (1.5%) penalty will be added for each month of delinquency. QUANTUM DESIGN STUDIO LLC reserves the right to remove webpages 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 CONTRACT becomes effective only when the CLIENT pays the initial deposit to QUANTUM DESIGN STUDIO LLC. The maintenance service agreement entered into between QUANTUM DESIGN STUDIO LLC and the CLIENT, will become effective only when CLIENT makes initial subscription payment as outlined in Attachment II. The CLIENT agrees that for purposes of venue, this CONTRACT was entered into in Snohomish County, Washington, and any dispute will be litigated or arbitrated in Snohomish County, Washington. Please pay on time.

Initial:

27. Entire Understanding

This Contract constitutes the sole agreement between QUANTUM DESIGN STUDIO LLC and the CLIENT regarding its web design and hosting services. It becomes effective only when the initial deposit is made by CLIENT. The maintenance service agreement entered into between QUANTUM DESIGN STUDIO LLC and the CLIENT, will become effective only when CLIENT makes initial subscription payment. This CONTRACT shall be governed and construed in accordance with the laws of the State of Washington. The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.

CLIENT has read this agreement and confirms accuracy of the information provided. The signature below will indicate agreement.

Attachment I

PAYMENT SCHEDULE

$2,750 TOTAL cost for entire Web Design Project

$3,500 Website Design including Ecommerce store
($ 800) Logo Mark (included)
($ 600) Social Media Profiles – Facebook, Instagram, TikTok & YouTube (included)
$ 750 Domain Transfers, New Domains, WordPress Theme, & Required Plugins
-$1,500 Friends & Family DISCOUNT

$1,375 50% Deposit DUE at beginning, upon signing of contract.

$1,375 50% Balance DUE 4 weeks after initial deposit or before site launch, whichever is sooner.

Attachment II

MANAGED HOSTING

$166 Total monthly cost for managed hosting.

$166 due upon agreement of this CONTRACT.

Includes: $150
10G Disk space
500G Bandwidth
2 Basic Google Workspace accounts, including email, shared calendar, Drive and shared documents (30G each)
• greg@tokyojoeband.com
• website@tokyojoeband.com

Additional: $8 (1 x $8)

1 Basic Google Workspace accounts, including email, shared calendar, Drive and shared documents (30G each)
• booking@tokyojoeband.com

Additional: $8 (4 x $2)

4 Additional Domains
• tokyojoe.net
• rocketmantribute.com
• southernskyeaglestribute.com
• thebestofeverything.com

Weekly:
Wordpress core updated as needed, on a weekly schedule
Plug-ins updated as needed, on a weekly schedule
Complete weekly backup

$166 due by the 20th of each month to continue through the development phase – twelve (12) month minimum beginning upon site launch

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Signed by Julie Balatico
Signed On: April 1, 2024

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March 31, 2024 11:28 pm PDT

Client Contract Uploaded by Julie Balatico - julie@qdsmedia.com IP 2601:601:8400:96c0:85e6:538a:4897:9ad3