TYLERSWEBMN

WEBSITE DESIGN, DEVELOPMENT, HOSTING & SERVICES AGREEMENT

This Website Design, Development, Hosting & Services Agreement ("Agreement") is entered into between TylersWebMN ("TylersWebMN," "we," "us," or "our") and the individual or business purchasing services ("Client," "you," or "your").

This Agreement becomes effective when Client electronically accepts this Agreement, checks an acceptance box, signs electronically, submits an order that expressly incorporates this Agreement, or completes payment for Services after being provided access to this Agreement, whichever occurs first.

By taking any of the foregoing actions, Client acknowledges that Client has read, understood, and agreed to be legally bound by this Agreement.

1. SERVICES

TylersWebMN provides website design, development, hosting, maintenance, and related digital services.

The specific services provided to Client will be determined by the applicable proposal, order, invoice, checkout page, written communication, or other service description provided by TylersWebMN and accepted by Client ("Service Order").

Services may include, depending on the Service Order:

  • Website design and development
  • Website redesign
  • Website hosting
  • Website deployment
  • Domain connection and configuration
  • Basic website maintenance
  • Content updates
  • Technical support
  • Mobile and desktop optimization
  • Basic search-engine optimization
  • Contact forms
  • Appointment or inquiry functionality
  • Third-party integrations
  • Analytics integrations
  • Other services specifically agreed to in writing

Services not expressly included in the Service Order are outside the scope of the agreed services and may be subject to additional fees.

TylersWebMN reserves the right to use third-party software, platforms, hosting providers, application programming interfaces ("APIs"), artificial intelligence tools, plugins, libraries, and other technology in providing the Services.

2. WEBSITE DEVELOPMENT PROCESS

Client agrees to provide TylersWebMN with information reasonably necessary to perform the Services.

This may include:

  • Business name
  • Business description
  • Contact information
  • Business hours
  • Pricing information
  • Logos
  • Photographs
  • Videos
  • Written content
  • Social-media links
  • Branding preferences
  • Other materials necessary to create the website

Client represents that information and materials supplied by Client are accurate and that Client has the necessary rights and permissions to provide such materials for use on the website.

TylersWebMN may create original content, modify Client-provided content, use commercially licensed materials, or use third-party/AI-assisted tools when developing the website.

Unless otherwise agreed in writing, Client is responsible for reviewing the website before launch and notifying TylersWebMN of material errors or requested changes.

3. CLIENT APPROVAL

Before or after launch, Client may be given an opportunity to review the website.

Client is responsible for reviewing:

  • Business information
  • Prices
  • Contact information
  • Hours
  • Services
  • Images
  • Links
  • Claims made about the business
  • Other factual information

Client's approval of the website, either expressly or through continued use of the website after being given a reasonable opportunity to review it, constitutes approval of the website's content and functionality to the extent permitted by applicable law.

TylersWebMN is not responsible for factual errors supplied or approved by Client.

4. FEES

Client agrees to pay the fees specified in the applicable Service Order.

Fees may consist of:

A. Initial / Setup Fee

An initial fee may be charged for website design, development, setup, configuration, or other initial services.

Unless otherwise stated in writing, the initial fee is non-refundable once TylersWebMN has begun performing substantial work on the project, except where otherwise required by applicable law.

B. Recurring Service Fee

If Client subscribes to recurring services, Client agrees to pay the recurring amount specified in the Service Order.

Recurring services may include hosting, maintenance, support, updates, technical administration, or other ongoing services.

Recurring billing will continue until the subscription is properly cancelled under this Agreement.

5. AUTOMATIC RECURRING BILLING

By purchasing a recurring service, Client authorizes TylersWebMN and its payment processor to charge Client's selected payment method for the applicable recurring fee at the agreed billing interval.

Client authorizes recurring charges to continue until the subscription is cancelled.

Client is responsible for maintaining a valid payment method.

If a payment fails, TylersWebMN may attempt to collect the outstanding balance through the payment processor and may suspend Services until the account is brought current.

6. LATE OR FAILED PAYMENTS

If a payment becomes overdue, TylersWebMN may:

  • Suspend website hosting;
  • Suspend maintenance or support;
  • Disable certain Services;
  • Restrict access to administrative systems;
  • Attempt to collect the outstanding balance;
  • Terminate the Agreement if the balance remains unpaid.

TylersWebMN will not intentionally delete Client's website or data solely because of a short-term payment failure without first providing reasonable notice, except where immediate action is reasonably necessary to prevent abuse, security problems, legal violations, or substantial third-party costs.

Client remains responsible for amounts accrued before termination.

7. CANCELLATION

Client may cancel recurring Services by contacting TylersWebMN through the designated cancellation method.

Unless otherwise stated in the Service Order, cancellation will prevent future recurring charges but will not automatically refund amounts already paid for the current billing period.

If Client cancels recurring hosting or maintenance Services, TylersWebMN may discontinue those Services at the end of the applicable paid period.

Any cancellation rights required by applicable law remain unaffected.

8. WEBSITE OWNERSHIP AND INTELLECTUAL PROPERTY

Unless otherwise stated in writing, Client does not automatically receive ownership of TylersWebMN's underlying development systems, reusable code, templates, frameworks, design systems, processes, tools, or other proprietary materials used to create the website.

TylersWebMN retains ownership of its pre-existing materials, reusable components, templates, systems, methodologies, and know-how.

Client retains ownership of original materials supplied by Client, subject to the licenses necessary for TylersWebMN to provide the Services.

Unless otherwise specified in the Service Order, TylersWebMN grants Client a non-exclusive right to use the completed website during the period for which Client has paid for applicable Services.

If Client purchases a website ownership or transfer package, ownership rights will be determined by the applicable written agreement.

Third-party software, fonts, images, libraries, platforms, plugins, APIs, and other materials remain subject to their respective third-party licenses and terms.

9. THIRD-PARTY SERVICES

TylersWebMN may rely upon third-party providers to provide or support the Services.

These providers may include, without limitation:

  • Website hosting providers
  • Domain registrars
  • Payment processors
  • Content-delivery networks
  • Analytics providers
  • Artificial-intelligence services
  • Website development platforms
  • Email providers
  • Scheduling platforms
  • Maps providers
  • Social-media platforms
  • API providers
  • Security providers

TylersWebMN does not control third-party services and cannot guarantee their availability, pricing, functionality, security, policies, or continued operation.

A change, interruption, discontinuation, restriction, or failure of a third-party service may affect Client's website or Services.

TylersWebMN will make commercially reasonable efforts to address third-party problems within its control but is not responsible for failures caused by third parties.

10. AI-ASSISTED DEVELOPMENT

TylersWebMN may use artificial-intelligence tools or AI-assisted software during design, development, content creation, coding, research, troubleshooting, or other portions of the Services.

AI-assisted output may contain errors, inaccuracies, omissions, or unintended similarities to existing material.

TylersWebMN may review and modify AI-assisted output but does not guarantee that every AI-assisted output is error-free or uniquely generated.

Client remains responsible for reviewing business-specific factual claims before publication.

11. CLIENT CONTENT AND REPRESENTATIONS

Client represents and warrants that Client has the necessary rights, permissions, licenses, and authority to provide TylersWebMN with any content, including:

  • Photographs
  • Videos
  • Logos
  • Trademarks
  • Written material
  • Product descriptions
  • Customer testimonials
  • Reviews
  • Music
  • Graphics
  • Other intellectual property

Client will not knowingly provide content that violates another person's intellectual-property rights, privacy rights, publicity rights, or other legal rights.

Client is responsible for the legality and accuracy of claims concerning its business, products, services, pricing, certifications, licenses, guarantees, qualifications, or results.

12. CLIENT INDEMNIFICATION

To the extent permitted by applicable law, Client agrees to defend, indemnify, and hold harmless TylersWebMN and its owner, contractors, and service providers from claims, damages, liabilities, losses, costs, and reasonable expenses arising from:

  1. Client-provided content;
  2. Client's business operations;
  3. Client's products or services;
  4. Client's violation of law;
  5. Client's violation of a third party's rights;
  6. Client's misuse of the website;
  7. False, misleading, or inaccurate information supplied or approved by Client; or
  8. Client's breach of this Agreement.

This section does not require Client to indemnify TylersWebMN for TylersWebMN's own fraud, willful misconduct, or liability that cannot legally be transferred to Client.

13. NO GUARANTEE OF BUSINESS RESULTS

TylersWebMN provides website and digital services but does not guarantee any particular business result.

TylersWebMN does not guarantee:

  • A specific number of visitors;
  • A specific number of leads;
  • Increased revenue;
  • Increased sales;
  • Increased bookings;
  • Increased search-engine rankings;
  • A particular Google ranking;
  • A particular conversion rate;
  • A particular advertising result;
  • Any specific return on investment.

Client acknowledges that business performance depends on numerous factors outside TylersWebMN's control.

14. SEARCH ENGINE OPTIMIZATION

If SEO-related Services are provided, TylersWebMN will use reasonable efforts to implement the agreed Services.

Search engines independently determine rankings and indexing.

TylersWebMN does not control search-engine algorithms and cannot guarantee rankings, indexing, traffic, or placement.

15. WEBSITE AVAILABILITY

TylersWebMN will make reasonable efforts to keep Client's website available when hosting is included.

However, uninterrupted availability is not guaranteed.

Downtime may occur because of:

  • Hosting-provider failures;
  • Maintenance;
  • Software updates;
  • Security incidents;
  • Internet outages;
  • DNS issues;
  • Domain problems;
  • Third-party service failures;
  • Cyberattacks;
  • Force majeure events;
  • Other circumstances outside TylersWebMN's reasonable control.

16. SECURITY

TylersWebMN may implement reasonable security measures appropriate to the Services provided.

However, no internet-connected system can be guaranteed completely secure.

Client acknowledges that websites and online services may be exposed to security threats despite reasonable precautions.

Client is responsible for maintaining the security of credentials and accounts controlled by Client.

Client must promptly notify TylersWebMN of suspected unauthorized access.

17. PRIVACY AND DATA

If Client's website collects personal information from visitors, Client is responsible for determining the legal requirements applicable to its business and website.

Client may be responsible for providing appropriate:

  • Privacy notices;
  • Cookie disclosures;
  • Consent mechanisms;
  • Terms of use;
  • Data-processing disclosures;
  • Other legally required notices.

Unless expressly included in the Service Order, TylersWebMN does not provide legal advice regarding privacy, accessibility, consumer protection, industry-specific regulations, or other legal compliance.

TylersWebMN recommends that Client consult an attorney regarding legal requirements applicable to Client's specific business.

18. ACCESS CREDENTIALS

Client is responsible for maintaining the confidentiality of passwords, account credentials, authentication codes, and other access information supplied to Client.

Client is responsible for activity occurring through Client-controlled accounts unless caused by TylersWebMN's unauthorized conduct.

19. CHANGES AND REVISIONS

The scope of included revisions will be determined by the applicable Service Order.

Requests outside the agreed scope may result in additional charges.

Examples of potentially billable additional work include:

  • Major redesigns;
  • New pages;
  • New functionality;
  • Custom applications;
  • Complex integrations;
  • Extensive content creation;
  • New branding;
  • Additional revisions beyond the agreed scope.

TylersWebMN will communicate additional charges before beginning material out-of-scope work whenever reasonably practicable.

20. WEBSITE MIGRATION AND TRANSFER

If Client requests migration or transfer of a website to another provider, TylersWebMN may charge a reasonable transfer or migration fee if the Service Order does not include migration.

Third-party licenses, software subscriptions, hosting accounts, domains, and other services may need to be separately transferred or repurchased.

TylersWebMN does not guarantee that a website can be transferred to every hosting provider or platform.

21. SUSPENSION OF SERVICES

TylersWebMN may temporarily suspend Services if reasonably necessary because of:

  • Nonpayment;
  • Security threats;
  • Abuse;
  • Illegal activity;
  • Excessive resource usage;
  • Violation of this Agreement;
  • Third-party platform requirements;
  • Technical emergencies;
  • Other circumstances creating a material risk to TylersWebMN, Client, third parties, or infrastructure.

TylersWebMN will make reasonable efforts to restore Services when the reason for suspension has been resolved.

22. TERMINATION

Either party may terminate this Agreement as permitted by the Service Order and applicable law.

TylersWebMN may terminate the Agreement for material breach if the breach is not reasonably cured after notice.

Upon termination:

  • Future recurring charges will stop as applicable;
  • Outstanding amounts remain due;
  • Hosting and maintenance may end;
  • Third-party services may remain governed by their own agreements;
  • Client's access to TylersWebMN-controlled systems may end;
  • Website transfer rights will depend on the applicable ownership and transfer terms.

Termination does not eliminate obligations that by their nature should survive termination.

23. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TYLERSWEBMN AND ITS OWNER, CONTRACTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION ARISING OUT OF OR RELATED TO THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TYLERSWEBMN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF:

(A) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO TYLERSWEBMN DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) $500.

THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND DO NOT LIMIT LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED.

24. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

TYLERSWEBMN DISCLAIMS WARRANTIES NOT EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT SUCH DISCLAIMERS ARE PERMITTED BY LAW.

TYLERSWEBMN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE FROM DEFECTS.

25. FORCE MAJEURE

TylersWebMN will not be responsible for delays or failures caused by circumstances beyond its reasonable control, including:

  • Natural disasters;
  • Severe weather;
  • Government action;
  • Internet outages;
  • Hosting failures;
  • Cyberattacks;
  • Telecommunications failures;
  • Power outages;
  • Labor disruptions;
  • War;
  • Acts of terrorism;
  • Epidemics or pandemics;
  • Third-party service failures;
  • Other events beyond reasonable control.

26. CONFIDENTIALITY

Each party may receive confidential information belonging to the other party.

Each party agrees to use reasonable care to protect confidential information and not intentionally disclose it to unauthorized third parties except when necessary to provide the Services, comply with law, or protect legal rights.

Information that is publicly available, independently developed, or lawfully obtained from another source is not considered confidential.

27. PORTFOLIO AND MARKETING RIGHTS

Unless Client requests otherwise in writing before publication, Client grants TylersWebMN permission to identify Client as a customer and display screenshots, images, or publicly available portions of the completed website in TylersWebMN's portfolio, website, social media, marketing materials, or sales presentations.

TylersWebMN will not intentionally disclose Client's confidential business information solely for portfolio purposes.

Client may request removal of portfolio materials by contacting TylersWebMN.

28. THIRD-PARTY INTELLECTUAL PROPERTY

Third-party materials used in the Services may be subject to separate licenses.

Client agrees to comply with applicable third-party license terms.

TylersWebMN does not transfer ownership of third-party intellectual property unless the applicable license expressly permits such transfer.

29. CHANGES TO THIS AGREEMENT

TylersWebMN may update this Agreement from time to time.

Material changes will not automatically modify previously agreed obligations unless:

  1. Client expressly agrees to the updated Agreement;
  2. The updated Agreement is incorporated into a renewed or new Service Order; or
  3. The change is otherwise legally effective under applicable law.

For recurring Services, TylersWebMN may provide notice of material changes and, where required, provide Client an opportunity to cancel before the changes take effect.

30. ELECTRONIC COMMUNICATIONS

Client agrees that TylersWebMN may communicate electronically regarding the Services, including by email, electronic invoices, online dashboards, text messages where permitted, and other electronic methods provided by Client.

Client agrees that electronic notices and records may satisfy written-notice requirements to the extent permitted by applicable law.

31. ELECTRONIC ACCEPTANCE

Client agrees that electronic acceptance of this Agreement may constitute Client's signature and agreement to this Agreement.

Electronic acceptance may include:

  • Checking an agreement checkbox;
  • Clicking an acceptance button;
  • Signing electronically;
  • Completing an online checkout that expressly requires acceptance of this Agreement;
  • Paying an invoice after receiving the Agreement where the payment process expressly incorporates the Agreement;
  • Other electronic actions clearly indicating intent to accept.

Client agrees that electronic records of acceptance, including timestamps, account information, transaction records, IP information where collected, and payment records, may be retained as evidence of the transaction to the extent permitted by law.

32. DISPUTE RESOLUTION

The parties will first attempt in good faith to resolve disputes through direct communication.

If a dispute cannot be resolved informally, the parties may pursue the remedies available under applicable law.

Any arbitration requirement, mediation requirement, class-action waiver, venue provision, or other dispute-resolution provision will apply only if specifically included here and determined by legal counsel to be appropriate and enforceable.

33. GOVERNING LAW

This Agreement will be governed by the laws of the State of Minnesota, without regard to conflict-of-law principles, except to the extent federal law or mandatory law applicable to Client requires otherwise.

Any venue or jurisdiction provision should be reviewed and finalized by legal counsel before this Agreement is used commercially.

34. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law.

The invalid provision will be modified or interpreted to the minimum extent necessary to make it enforceable where legally permitted.

35. NO WAIVER

Failure by either party to enforce a provision of this Agreement does not constitute a waiver of that provision or the right to enforce it later.

36. ENTIRE AGREEMENT

This Agreement, together with the applicable Service Order, proposal, invoice, and any other documents expressly incorporated into the transaction, constitutes the agreement between the parties concerning the Services.

If there is a conflict between documents, the following order of precedence will apply unless otherwise stated:

  1. A separately signed written amendment;
  2. The applicable Service Order;
  3. This Agreement;
  4. Other supporting materials.

37. INDEPENDENT CONTRACTOR

TylersWebMN is an independent service provider and is not an employee, partner, joint venturer, agent, or legal representative of Client.

Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency relationship.

38. ASSIGNMENT

Client may not assign this Agreement to another party without TylersWebMN's written consent, except where permitted by applicable law.

TylersWebMN may assign or transfer this Agreement in connection with a sale, restructuring, merger, acquisition, or transfer of substantially all of its business or assets, subject to applicable law.

39. NOTICES

Notices concerning the Services may be delivered electronically to the email address or other contact information provided by Client.

Client is responsible for maintaining accurate contact information.

40. LEGAL REVIEW

This Agreement is a business contract template prepared for TylersWebMN and is not intended to constitute legal advice.

Client and TylersWebMN may independently consult legal counsel regarding their rights and obligations.

CLIENT ACKNOWLEDGMENT

By electronically accepting this Agreement or completing a transaction that expressly incorporates this Agreement, Client acknowledges that:

  1. Client has had an opportunity to review this Agreement;
  2. Client understands that recurring Services may automatically renew and generate recurring charges;
  3. Client agrees to the applicable fees;
  4. Client agrees to the cancellation and termination provisions;
  5. Client understands the website ownership and intellectual-property provisions;
  6. Client understands the limitations of liability and warranty disclaimers;
  7. Client understands that third-party services may affect website functionality;
  8. Client represents that Client has authority to enter into this Agreement on behalf of the business, if applicable; and
  9. Client agrees to be legally bound by this Agreement to the extent permitted by applicable law.

End of Agreement