Programming & Website Development Agreement

With the execution of this Agreement by both parties, the customer, as stated on the reverse (hereinafter referred to as “Client”) hires InterStar, Incorporated, a California Corporation, dba Shasta.com (hereinafter referred to as “Shasta.com” to provide programming and/or website development services.

PRICE OF DEVELOPMENT SERVICES: Shasta.com shall perform programming and/or website development services for a fixed price or on a time and materials basis as shown on reverse. Work in excess of this agreement shall be billed at $150.00 per hour unless otherwise agreed to. Shasta.com shall maintain detailed records of the work done and time spent on development of the website. During the course of the development of your website, we may purchase software, artwork and/or security certificates on your behalf. Some software requires annual renewals in order to continue functioning properly. Shasta.com may choose to charge you for these fees in addition to your regular hosting fees.  

DESCRIPTION OF SERVICES:  Programming and/or Development may include construction of Client's website, including text, graphics, links, and other programming services as outlined herein and specified in any attachments, which, if any, are a part of the specification of this agreement. Shasta.com will endeavor to perform work in accordance with that specification that was developed at a meeting between Client and Shasta.com and agreed to on the date shown herein. Additions and or changes to the website specification must be in writing and may be handled under a separate agreement between Client and Shasta.com, if so requested by either party.  

ACCEPTANCE:  Upon notification by Shasta.com via email, telephone conversation or letter to the effect that any of the above work has been completed, Client agrees to review the work and to inform Shasta.com of any corrections, alterations or modifications within five (5) business days of said notification. If client does not respond work shall be considered accepted. Shasta.com agrees to make whatever corrections, alterations, or modifications are necessary in order to conform to Client’s specifications as per the SCOPE OF WORK, GOALS AND OBJECTIVES within ten (10) business days of Client's request. Work shall be deemed complete at that time.

PAYMENT FOR SERVICES:  Client agrees to pay Shasta.com for website development services as outlined herein. Shasta.com shall provide an invoice as required for a deposit to begin work if requested.  Upon completion of Services or on a progress basis, Shasta.com shall invoice Client for work completed. Client agrees to pay for services within 10 days from receipt of invoice. NO WORK WILL BEGIN UNTIL PAYMENT HAS BEEN RECEIVED BY Shasta.com, unless otherwise agreed. Shasta.com shall notify Client upon work completion and shall provide the Client the ability to review the completed work. Client hereby agrees to review the work within 5 business days. If at any time project lags in Client’s possession for 30 days, Shasta.com reserves the right to close and invoice the balance due for the entire project.

TERM:  It is expected that the work associated with this agreement will be completed per the schedule herein. Shasta.com is not responsible for delays in completion owing to Client delays in providing materials or actions outside their control. The Completion Date may be amended from time to time as agreed to by both parties.  

WORK PRODUCT OWNERSHIP:  Any material provided by the Client or by third parties (other than Shasta.com) including, but not limited to, copyright, templates, patents, products, graphic design, photography, artwork, text or any other information used in the creation or modifications to client's website shall remain the property of the Client. Client hereby represents to Shasta.com and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Shasta.com for inclusion in Web pages 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 Shasta.com from any claim or suit arising from the use of such elements furnished by the client. Client agrees and warrants that the website shall not contain any Content that is subject to any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any third party ("Intellectual Property Rights"). Shasta.com reserves all rights including, but not limited to, copyrights, templates, patents, products, or other information (collectively, the "Work Product") developed in whole or in part by Shasta.com and it shall remain the exclusive property of Shasta.com.  

ASSIGNMENT:  Shasta.com reserves the right to hire subcontractors to this project as it deems necessary to fulfill its obligations under the agreement as well as on-time completion.

CONFIDENTIALITY:  Shasta.com will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any information that is proprietary to Client. Shasta.com agrees to protect the confidentiality of such information. This provision shall survive after the expiration of this Agreement. 

CANCELLATION:  Either party, upon 30 days written notice, may cancel this Agreement at any time. Upon notice by Client of cancellation, Shasta.com will stop work and bill client for any progress on the website in accordance with the terms of payment. Client agrees that there shall be no liability to Shasta.com resulting from the termination of this Agreement by the Shasta.com. 

LIMITATION OF SHASTA.COM'S LIABILITY AND WARRANTY:  The client agrees that its use of products provided through or in connection with Shasta.com, including without limitation Shasta.com software licensed to the client, the content, information, links or results obtained through the website or client's website or links thereon, are at the client's own risk. Shasta.com is not responsible for third party software products, content, information, links, or client's website.  The client specifically acknowledges that Shasta.com is not liable for the defamatory, libelous, offensive or illegal conduct of the client within the content of the client website and information, and that the risk of injury and/or damage from the foregoing rests entirely with the client. Neither Shasta.com nor any of its agents or affiliates shall be liable for any exemplary, special, indirect, incidental, consequential or punitive damages arising out of the use of the service or inability to gain access to or use the website or out of any breach of any warranty of Shasta.com, even if Shasta.com has been advised of the possibility of such damages. 

BURDEN OF PROOF: The burden of determining that any information, software or any other Content on the website is not protected by Intellectual Property Rights rests with the Client. 

USE OF SHASTA.COM MATERIALS: All software, ideas, techniques, algorithms and methods or rights, whether considered to be Intellectual Property Rights or not, owned by Shasta.com at the time this Agreement is executed, and which are employed by Shasta.com in connection with Shasta.com, shall be and remain the property of Shasta.com. Shasta.com grants to the Client a non-exclusive, non-transferable, limited license to use Shasta.com's Materials solely in conjunction with the website as long as the website is hosted on Shasta.com servers.  Customers may not use website code on other webservers without express written permission by Shasta.com. 

USE OF CLIENT CONTENT: The Client hereby grants to Shasta.com a non-exclusive, transferable, license, subject to the termination or expiration of this Agreement, to store and maintain the Client's Content on Shasta.com’s database, storage of graphics and/or any other Content for the benefit of the Client in accordance with this Agreement. Shasta.com may make such copies of the Content and website as may be reasonably necessary to perform its obligations under this Agreement, or enforce the terms hereof, including making back-up copies of the Content. 

CHOICE OF LAW AND ARBITRATION: This Agreement will be governed by and construed in accordance with the laws of the State of California. All disputes and claims relating to this Agreement shall be settled by arbitration in Shasta.com's home state in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association.

NON-TRANSFERABILITY: This Agreement is personal to the Client and is non-exclusive, non-assignable and non-transferable without the written consent of Shasta.com. 

ENTIRE AGREEMENT: This Agreement comprises the entire Agreement between Shasta.com and the Client, and supersedes any prior Agreements between the Client and the Shasta.com with respect to the subject matter of this Agreement.   Use of Shasta.com Hosting services constitutes acceptance of the company’s online terms and conditions and the acceptable use policy located at www.shasta.com.