By paying any invoice to KickLick or putting money down on an invoice from KickLick you agree to the following terms with KickLick, LLC (hereinafter referred to as “KL”). Hereinafter the company / contact paying this invoice will be referred to as “Client”.

• Scope of Work

• KL agrees to design and build a website for Client.  The first draft of the finished website will be ready for Client to view 14 business days after signing of the contract and down payment has been received.  Creation of unique web designs tailored to client's requirements and preferences.

• This includes

• 2 design revisions once the website is built. Only 5-6 changes can be requested per revision unless otherwise specified in writing by KL. Revisions can only be made before the website is live.
  

• Developing the website using HTML or other coding languages if deemed necessary by KL. This will include setting up features on the website’s backend or connecting it if needed.

• Testing to ensure the website's functionality across various browsers and devices, as well as fixing any bugs or issues that arise.

• Specific pages are specified by KL in this invoice & will not change once the invoice is paid either partially or in full. Changes to the page count can affect the price.

• A fully integrated online form for potential clients / patients to contact the Client if applicable.

• Google Map integration if applicable.

• Client agrees that any changes or modifications needed after KL receives final approval of the website’s completion will be an additional fee priced per modification, addition, subtraction, or service. Contact KL for more details if needed.

  
  

• KL Needs from Client

• Client agrees to provide all necessary text per page starting after the first revision.  List of specific text needed per page will be agreed to by KL and Client.

• Client agrees to provide final approval after revisions 1 (one) or 2 (two) once the website meets the agreed-upon specifications and requirements. In the rare event that Client refuses to give final approval in a time period considered reasonable by KL, the website will be considered finished by KL.

  
  

• Fees and Expenses

• Client agrees to pay KL the sum listed on the invoice plus tax, if required by state law (“Sum”) per calendar month for the services listed under Section 1. Above.  Client shall pay KL pay at minimum half of the invoice amount tax upon execution of this Agreement.  The remaining balance, if any, will be due upon completion of the website unless otherwise agreed to in writing by KickLick. Any money put down on the invoice or paid to KL by the Client is nonrefundable & will not be refunded back as KL may have started to incur fees, charges, & expenses involved with KL building the website or doing other digital marketing work for the Client.

• Client agrees to pay hosting fees & expenses for any websites KL creates for the Client. The hosting fee includes the cost to keep the website hosted & open throughout the month or year.
  

• For the Copilot Plan, Client agrees to pay KL the sum of $98 plus tax, if required by state law (“Fee”) per calendar month for the services listed below:
  

• The Copilot plan is proprietary to KL & KL owns the copyright to this plan.

  • The Copilot plan includes installation of these specific apps or alternatives determined by KL that do the features listed here. 1) Heatmap recordings of user activity on the website. 2) Recordings of user sessions on the website. 3) Analytics of user traffic count per page of the entire website.

  • Quarterly reports from the Client’s assigned account manager which is defined as a walkthrough of the statistics & analytics collected over the past 3 months of the website. KL agrees that the Account Manager will also make recommendations on additions or changes to the website if KL or the Account Manager determine that the client should include more changes.

  • Under the Copilot Plan, the client has the ability to call their Account Manager to explain analytics, details of features, or get their expert opinion during business hours. If the Client & KL agree that the Client will be opting out of the Copilot plan, then Client will pay for consulting time billed at an hourly rate for questions on analytics, apps, or installation of applications on the Client’s website.

• The Fee will be due and payable, without offset, no later than the 1st day of each month. Failure to pay the Fee will result in loss of access to features, apps, & features included in the Copilot plan.
  

• Unless agreed to in writing by KL, the Copilot plan is mandatory for any website built by KL. If KL agrees that the Client can opt out of the Copilot plan, then they can never be added to the Copilot plan at any time later. 

  
  

• Contract Timeline / Termination Clauses

• Either party may terminate this Agreement at any time after the Termination Date, with or without cause, by written notice to the other, such termination to become effective thirty (30) days after receipt of such notice. 

• Either party may terminate this Agreement at any time in the event of a breach by the other party that remains uncured after: (i) in the event of a monetary breach, five (5) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach, fourteen (14) days following written notice thereof.  Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party.  Termination shall be in addition to any other remedies that may be available to the non-breaching party. 

  
  

• Ownership of Work

• The website created by KL is licensed perpetually, irrevocably, and without limits exclusively to the Client. Client does not have the rights to sell their license to the website. The created content including but not limited to pictures, video, and audio licensed to Client can be used by KL in perpetuity for any purposes deemed reasonable by KL. Any exceptions to this section must be agreed to in writing by KL and Client. KL may hold content for an undetermined amount of time in KL’s sole discretion.

• Domain names purchased by KL are property of KL unless the domain name is paid for, reimbursed, or provided by the Client. The Client retains ownership of the domain name if they pay KickLick for the domain name on a separate invoice. Paying for the website, Copilot Plan, or hosting fee, does not entitle the Client to ownership of the domain name.

  
  

• Confidentiality

• KL agrees to keep Client’s proprietary information, including but not limited to trade secrets, strategic plans, methods, products, procedures, processes, techniques, technology, customer lists, pricing policies, financial information, personnel information and other similar confidential and proprietary information (collectively, the “Confidential Information”) confidential. 

• Notwithstanding the section above, the requirements of confidentiality described in this section shall not apply to Confidential Information which:

• At the time of disclosure by Client to KL, KL can demonstrate was known to KL as evidenced by KL’s contemporaneous written records;

• At the time of disclosure by Client to KL was published or known publicly or otherwise was in the public domain;

• After disclosure by Client to KL and other than as a result of a breach of KL’s obligations under this Agreement, becomes published or publicly known other otherwise becomes part of the public domain;

• Is disclosed to KL in good faith by a third party (other than an employee of Client) who is not under obligation of confidence or secrecy to Client at the time such third party discloses the information to KL; or

• KL must disclose as a matter of law (provided, that in such circumstance, KL shall notify Client immediately and, if possible, prior to disclosure).

  
  

• Expectations 

• This Agreement constitutes the entire agreement between the Parties and supersedes all oral or written agreements, either entered prior to or contemporaneously with this Agreement.  This Agreement may not be modified except by written agreement dated subsequent to the date of this Agreement and signed by both Parties.
  

• KL cannot promise or guarantee specific marketing or sales results. Many factors can affect the performance of marketing initiatives including, but not limited to, products, sales funnels, prior business reputation, labor shortages, strikes, governmental regulations, other marketing initiatives, digital or otherwise not directed, created, or managed by KL.
  

• The relationship of the parties to this Agreement is that of independent contractors. Nothing in this Agreement will create any partnership, joint venture, franchise, sales representation, or employment relationship between the parties. Neither party has authority to make or accept any offers or representations on behalf of the other party except as provided in this Agreement.

• Client must provide business assets when requested by KL including but not limited to logos, headshot pictures, and any other information considered reasonably necessary by KL for the design or creation of the website.
  

• Dispute Resolution

• This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any action arising out of this Agreement shall be brought in the Marathon County Circuit Court, Wausau, Wisconsin without a jury. Notwithstanding any other provision of this Agreement, in the event any controversy arising under or pertaining to any provision of this Agreement is not resolved through negotiations between the Parties, the Parties agree to participate in mediation, which mediation shall be a requirement before any party may commence a civil action, unless said action includes a demand to enforce this mediation requirement.  The parties shall split the mediator’s fees equally.
  

• Client hereby indemnifies, saves and holds harmless KL from harm and all damages, liabilities, costs, losses, expenses, attorneys’ fees, delays, profit losses as a result of delays pertaining to the website and other adverse consequences arising out of or connected with any claim, demand, action or proceeding by a third party which is inconsistent with any of the warranties, promises, covenants or representations made by Client in this Agreement. 

• Client agrees that KL may highlight and promote the services performed by KL under this Agreement on KL’s social media platforms in KL’s sole discretion and without any notice to Client.

• If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

• The waiver by either party of a breach of any provision of this Agreement shall not operate as, or be construed as, a waiver of any subsequent breach thereof.

   

• This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.

• This Agreement may be executed by facsimile signature or electronic signature and such signatures shall constitute an original for all purposes.

• In the event of any litigation between the parties to declare or enforce any provision of this Agreement, the prevailing party or parties shall be entitled to recover from the losing party or parties, in addition to any other recovery and costs, reasonable attorney fees incurred in such litigation, in both the trial and in all appellate courts.

• This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all the parties hereto even though all the parties are not signatories to the original or the same counterpart.

• This Agreement may be amended only by the written agreement of the Parties.

• This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.