This outline of the terms of the agreements is intended as a legally binding agreement made by and between The Adora Company (Provider, Service Provider or Developer) and you as the digital marketing services client or website/technology development client (Client) identified and listed in the submission form attached to the acknowledgement of this agreement and as listed on the payment processed after the acceptance of this agreement. The Provider and the Client are collectively known as the “Parties”.

This service agreement will serve to cover both a ‘Digital Marketing Service Agreement’ and/or a ‘Website/Technology Development Services Agreement’ both hereafter known as the ‘Agreement”

Client has agreed to allow the above developer to provide digital marketing services or to create, develop, test, and host a website or technology according to the scope of work to be outlined in the discovery phase (first phase) of the Provider/Client relationship.

Provider is interested in undertaking such work; and Client and Provider mutually desire to set and agree to the following terms and conditions as listed.

Scope of Work

The specific deliverables and project requirements shall be governed by the Scope of Work document which shall be reviewed and approved by the Parties as a document separate from this Agreement. As mentioned the Scope of Work will be part of the Discovery process also known as the Blueprint.

Provider Requirements

Client hereby retains the services of Provider to:

Create and develop strategy and plans for the execution of Digital Marketing services.

Or

Design, develop and host a website or other digital technology and necessary additional items as listed in accordance with the proposed scope of work submitted by Provider to Client.

Changes to this Agreement, Scope of Work, or to any deliverables in this contract must be submitted in writing and approved by both parties prior to taking place.

Provider agrees to notify company if any risks or schedule delays may take place affecting delivery dates and presentation of the final work product as outlined in the scope of work..

Provider agrees to present said scope of work for final approval and acceptance by Client as outlined through the timeline and milestones in the Scope of Work document.

Web Hosting

Provider shall provide hosting services for the Client’s technology during development, once complete hosting will be the responsibility of the Client unless otherwise agreed upon. All hosting shall be a shared hosting environment with a minimum of 99.9% server uptime.

Provider is in agreement to maintain a copy of the client’s completed developed work on an offline server as a backup to the live and delivered version for a period of 120 days unless a maintenance agreement is in place or added to the original agreement.

Design

Provider agrees to attain design approval from the Client prior to beginning development by submitting detailed design mockups for Client review. The client will have one review cycle (Draft > review > modification request > update > final approval) unless additional review cycles are approved or paid for as an additional fee.

Client’s work product will not include any of the following:

1. Any destructive, crude, insulting, harassing, violent, sexual, or any other inappropriate
2. Any and invisible fields or pages.

All materials to be supplied by client must be provided with compatible file types and sizes.

Access

Until final approval, no portions of the above scope of work, site or technology will be made available to install on the end users environment or without the correct password and username combination unless otherwise agreed upon.

Upon completion and approval of its final work product, or upon termination of this Agreement, whichever occurs earlier, the Provider shall deliver any and all materials developed in the course of its performance under this Agreement and any other items deemed necessary for the operation or execution of this Agreement.

Any and all proprietary or custom code developed or created by the Provider in the performance of this agreement shall remain the sole property of the Provider with an unlimited license for use granted to the Client.

Documentation shall be delivered in either printed or electronic format as agreed upon by both parties. If code is delivered in electronic format, any and all files shall be provided in compatible file formats.

The Provider agrees they shall maintain technology back-ups and one set of the final materials provided for a term up to 120 days.

If this Agreement is terminated prematurely or after the agreed backup term, Provider will destroy any and all copies, files, and documents related to this Agreement.

Pricing

This Agreement carries with it a mandatory upfront payment that will be required before the Scope or Work is completed. The Provider shall then deliver a payment schedule along with the Scope of Work which details all hours and additional costs that the Client is responsible for. Client agrees to pay final invoice upon receipt.

Termination

Client may terminate this Agreement at any time by providing written notice via email or certified mail to the Provider.

Provider may cancel this agreement in the same manner if necessary.

In the event that this Agreement is cancelled by either party, the Provider shall issue a final invoice for any unbilled time or materials. The Client agrees to pay the final invoice according to the terms of this Agreement and as outlined in the Scope of Work.

Conflict Resolution

This Agreement shall be governed by the prevailing laws of the state of Delaware, United States of America. 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.

Acceptance

By making the mandatory up-front payment and indicating your acceptance on the signup form found on the technology landing page (where a link to this document is provided) you are indicating that you accept the terms of this agreement.