This Project, Service & License Agreement (“Agreement”) is between Hangar Grove, LLC, a Limited Liability Company being headquartered at 821 E Washington Ave Suite 200 Madison, WI 53703 (“Hangar Grove”) and individual purchaser of the Ultimate Contractor Website product (“Client”). This Agreement between Hangar Grove and Client is effective as of the date of purchasing the Ultimate Contractor Website product.
- Upload Client logo
- Upload Client images
- Upload Client content
- If the Client does not have any existing video, Hangar Grove will produce, edit a 30-45 second company overview video to be displayed on the Client’s website homepage. The produced, edited video will be created using a template built by Hangar Grove. The video template cannot be altered, modified, or revised. The video will include a voice over describing the Client’s company and services.
- Install Crete Quote instant quote form on website (Crete Quote subscription to be purchased by Client)
- Configure technical SEO (title tag and meta description for Homepage and Instant Quote pages)
- Migrate website from staging domain to Clients website hosting provider. If the Client does not have an existing website hosting provider Hangar Grove will offer the client suggestions or the Client can have Hangar Grove host the website for $10 per month with a 12 month contract agreement.
- Pricing & Payment
The Ultimate Contractor Website product and service total amount costs $1,990. 50% of the total amount is paid and accepted as a deposit. The remaining 50% will be due based on the due dates in the project summary or 5 days before completion of the service, whoever comes first. No work will commence until the 50% deposit has been paid. No work will continue if payments are outstanding.
Additional Services, including additional fixes and requests, will result in additional charges and will potentially postpone the finish date. Additional Services include: (a) updates or changes, which are provided at a rate of $75 hour, (b) printing costs, which is separate from all print design pieces, and (c) any other Service or Product not included in the Scope of Work. Hangar Grove has the right to change any of the monthly charges with a 30 day written notice of such a change to the client.
In the event that any amount due to Hangar Grove remains unpaid 15 days after presentation of an invoice to Client or failure to pay automatically billed monthly service, Hangar Grove, in its sole discretion, may immediately terminate this Agreement and/or withhold or suspend Services. Suspension of Service does not necessarily imply termination of this Agreement and service charges will continue to accrue as if no suspension had occurred. Reinstatement of a suspended or terminated Service requires a $300 reinstatement. All taxes, fees and governmental charges relating to the Services or Products provided hereunder (other than income taxes of Hangar Grove) shall be paid by Client. All payments are in U.S. currency, and are to be paid to Hangar Grove via credit card/debit card.
- Term & Termination
The initial term of this Agreement (“Initial Term”) shall be one (1) year beginning on the date of this Agreement. After the Initial Term, unless otherwise agreed to by the parties, this Agreement shall automatically renew for successive terms of equal length as the Initial Term. Client has 30 days following the expiration of the Initial Term to notify Hangar Grove in writing of Client’s desire to terminate service with no termination cost related to the monthly fees to Client and no liability to Hangar Grove. During any renewal, all terms and conditions of this Agreement shall remain in full force and effect. The Initial Term plus all successive renewal periods during which any Service is provided shall be collectively referred to as the “Term”.
Hangar Grove may terminate this Agreement as follows: (i) Hangar Grove may terminate, without cause, by giving Client 15 days prior notice; any service not performed by Hangar Grove shall be credited to Client, or (ii) Hangar Grove may terminate, at any time, upon 5 days prior notice if, in the sole judgment of Hangar Grove, Client breaches any material provision of this Agreement and has not cured same by the end of the 5 days; or (iii) Hangar Grove may terminate at any time in the event of nonpayment by Client.
Client may terminate this Agreement before expiration of the Term only if the following conditions are satisfied: (i) Client provides 30 days written notice to Hangar Grove of its intent to terminate; and (ii) Client pays Hangar Grove in full the remaining balance for the Ultimate Contractor Website services and product, totaling $2,994.00.
- Representation & Indemnification
Unless otherwise expressly stated, both parties represent that they own all rights, title, and interest in and to any property presented to the other party in furtherance of this Agreement (the “Ownership Representation”).
In the event that a party breaches the Ownership Representation, the breaching party shall indemnify and hold harmless the other party from any liabilities, penalties, demands, or claims finally awarded that may be made by a third party and related to the Ownership Representation. Both parties agree to notify the other party promptly of any written claims or demands against the indemnified party for which the indemnifying party is responsible hereunder. Further, upon receipt of such notice, the indemnifying party shall promptly reimburse the indemnified party for any and all attorneys’ fees, costs, or expenses incurred in defending against any written claim or demand.
Client acknowledges and understands that neither Hangar Grove, nor any of its employees, representatives, agents or the like, warrant that the Services and/or Products offered or provided hereunder will not be interrupted or be error free. Hangar Grove shall fix errors caused from its service within 24 hours so long as Client has purchased the Website Maintenance Support product or it is less than 30 days from the date of the Client’s acknowledgement of completion of the project. All websites and applications are designed and coded for a PC and MAC and the latest IE, Firefox, Safari browsers. Beta browsers are not supported. Neither Hangar Grove nor any company can guarantee top placement on the search engines through SEO.
The parties agree that, in respect of information and computer programs provided by Hangar Grove under this Agreement, except as expressly stated herein, HANGAR GROVE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PRODUCTS OR SERVICES, OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY ANY CUSTOMER. HANGAR GROVE FURNISHES THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Products and Services provided under this Agreement are “as is” with all faults, and the entire risk as to satisfactory quality, performance, accuracy, and effort is with the user of such information or Product or Service.
- Non-Solicitation of Hangar Grove Employees
Client shall not solicit for hire and shall not hire any current Hangar Grove employee without Hangar Grove’s consent in written form.
Both parties agree that no proprietary information shall be disclosed and shall hold in confidence any and all proprietary information not already in the public domain, including but not limited to trade secrets, intellectual property, creative concepts, design and production processes, marketing information or techniques, price lists, pricing information and estimates and client lists or other client information, whether in written, electronic or oral form (“Information”). Both parties agree not to use the Information for any purpose other than the performance of the Services or development of Products for the designated project described in this Agreement. Both parties acknowledge that any disclosure of the Information will cause harm to the party of ownership. As a consequence, the parties agree that if either party fails to abide by the terms of this Agreement, the harmed party will be entitled to specific performance by the party at fault, including issuance of a temporary restraining order or preliminary injunction enforcing this Agreement, and a judgment for damages caused by breach of contract, and to any other remedies provided by applicable law.
Upon termination of this Agreement, to the extent that any party received Information owned by the other party, the receiving party shall destroy any and all Information or copies thereof, and, within 10 days of the termination of this Agreement, certify to the other party as follows: Hangar Grove certifies that it does not have in its possession, nor has it failed to destroy, any Information as defined in the Project & License Agreement between Hangar Grove and Client.
So long as Client’s balance owed is paid in full, Client shall own all right, title, and interest in the content, layout, and pictures of any Product developed by Hangar Grove exclusively for Client where such Product does not use or reference any property, trade secret, or proprietary information owned or used by Hangar Grove before the date of this Agreement. Accordingly, upon satisfaction of the prior condition, Hangar Grove hereby grants, conveys and assigns to Client all copyrights, trade secrets, patents and other intellectual property rights in such Product and all originals and copies of any such Product shall be provided to Client upon Client’s request or the termination or expiration of this Agreement.
For any Product or Service created and/or delivered under this Agreement that does use or reference any property, trade secret, or proprietary information owned or used by Hangar Grove before the date of this Agreement, ownership shall be allocated as follows:
- Hangar Grove shall retain all right, title and interest in the developer tools and applications, including but not limited to Strategy Documents, used or supplied by Hangar Grove in connection with developing any website.
- Hangar Grove shall retain all right, title and interest in any framework for any software or website created under this Agreement. “Framework” means any property used by Hangar Grove to develop or create software or websites or Service or any other item for Client under this Agreement where such property used by Hangar Grove existed prior to the date of this Agreement.
- Limitation of Liability
Liability of Hangar Grove under this Agreement shall be limited to the value of any fees paid by Client to Hangar Grove under this Agreement. Under no circumstances shall Hangar Grove be liable for lost profits or any incidental, special, punitive, exemplary, or consequential damages, except as set forth in the preceding sentence. Neither party shall be required to indemnify except as required by the express terms of this Agreement.
- Client Non-Response
It is mutually agreed that from time to time Hangar Grove will need access to client personnel and resources to provide project direction and feedback. Should Hangar Grove deem the client as non-responsive, Hangar Grove will promptly inform the client in writing of such required feedback. Should client not respond within 5 days, Hangar Grove shall promptly inform client that the Hangar Grove project resources will be put on hold until such time that client provides necessary access to personnel or resources and client promptly informs Hangar Grove in writing to re-engage Hangar Grove resources in the project. At that time, Hangar Grove may have up to 7 days to re-engage such resources.
- Governing Law and Jurisdiction
This Agreement shall be governed by the laws of Wisconsin. In the event Client breaches, or threatens to breach this Agreement, Hangar Grove may apply to a court of competent jurisdiction for injunctive or other equitable relief to restrain such breach or threat of breach, without disentitling Hangar Grove from any other relief in either law or equity. The parties agree that any action related to this Agreement shall be venued solely in the Dane County Superior Court, State of Wisconsin, and the parties hereby irrevocably commit to the jurisdiction of said court for any such action.
- Attorney’s Fees
In the event of breach of this Agreement by Client, Hangar Grove shall be entitled to reimbursement of all of its costs and expenses, including reasonable attorneys’ fees, incurred in connection with such dispute, claim or litigation, including any appeal thereof.
- Statute of Limitations
In the event of an alleged breach of this Agreement, any claim or potential claim must be brought within one (1) year of the termination of this Agreement.
Any notice pursuant to this Agreement shall be in writing and delivered to the addresses designated by the parties.
In order for the Client to be eligible to the Ultimate Contractor Website product guarantee, the Client must purchase a subscription to the Crete Quote application (found at https://cretequote.com), and have the Crete Quote instant quote form installed on their Ultimate Contractor Website for at least 6 months after the launch of the website. Hangar Grove guarantees the Client that the Ultimate Contractor Website product that has the Crete Quote instant quote form installed on the website will produce results for the Client. “Results” are defined as at least 1 approved Crete Quote instant quote (visitor to Clients website submits a quote request using the Crete Quote instant quote form installed on their website, visitor receives the Quote Confirmation email containing their quote, and approves the quote by clicking the Green approval button within the email) after the launch of the website within 6 months. If the Ultimate Contractor Website does not product the Client results in 6 months after the launch of the website, Hangar Grove will refund the Client the total amount paid up to a total of $1,990.00.
This Agreement, including any Exhibits or other documents specifically incorporated by reference, sets forth the entire agreement between Hangar Grove and Client with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any other prior writing between the parties. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless continue in full force and effect. The parties may not transfer or assign this Agreement without the prior written consent of the other party to this Agreement. The waiver by either party hereto of any breach of the terms and conditions hereof will not be considered a modification of any provision, nor shall such a waiver act to bar the enforcement of the subsequent breach. (a) Hangar Grove may place a link in the footer of the Client’s website pointing to Hangar Grove’s website. (b) Hangar Grove may use client’s name in case studies, press releases and other marketing materials. (c) Hangar Grove has the right to waive the limited Ultimate Contractor Website availability (only 6 Ultimate Contractor Website products to be built per state within the United States) and build more than the promoted availability.