Effective Date: April 27, 2024

THIS DEVELOPMENT OF WEBSITE DESIGN AGREEMENT, dated Saturday, April 27, 2024 (the “Effective Date”), is between KB Freelance Writing (“Company,” “we,” “our,” or “us”), a business in Texas, and you, “Client.” Company and Client are sometimes referred to herein collectively as “Parties” and individually as a “Party.”

These Terms of Service ("Terms") govern your access to and use of the services provided by us, including, but not limited to, our content writing services, editing services, and any other features, technologies, or functionalities offered by KB Freelance Writing (collectively, the "Services").

You agree to be bound by these Terms by accessing or using our Services. If you do not agree to these Terms, please do not use our Services.

AGREEMENT

ARTICLE I. DEFINITIONS.

1. “Agreement” means this written agreement between Company and Client

2. “Derivative Work” means any modifications made to any design or written content.

3. “Intellectual Property Rights” means:

   1. Rights in any patent, copyright, trademark, trade dress, and trade name;

   2. Related registrations and applications for registration; and 

   3. Trade secrets, know-how, and goodwill

4. “Internet” means the global computer network comprising interconnected networks using standard Protocols.

5. “Internet Service Provider” or “ISP” means an entity that enables the uploading and downloading of data between remote computers and the Internet.

6. “Project Manager” means one of Client’s employees, as may be designated by Client from time to time, who shall be deemed as Client’s liaison with Company, and who shall have the power to act as Client’s project manager in order to make ongoing decisions under this Agreement which are binding upon Client.

7. "Web page" means each individual screen display contained in Client's Website and may consist of more than one data file. 

8. "Website" means all Web pages and domain names associated with Client and its products or services, and which are stored on Company's server. 

9. "Website Hosting Service Provider" or "Web host" means an entity that stores third-party websites on its server, receives or stores commands or data transmitted by Internet users, transmits web page data to users' Internet addresses, and performs related maintenance. 

10. "World Wide Web" or "WWW" is a subset of the Internet, and is a common system for browsing Internet websites. 

ARTICLE II. CONTENT CREATION.

Drafting.

1. Discovery Conversation. The Parties recognize that the Company has spoken with the Client via email, text, or phone call to collect information about the desired content, content topics, content creation schedule, and anything else related to content planning.

Method.

1. Method. Company shall use Google Docs or Microsoft Word to create Client’s content in accordance with the discovery conversation.

   1. Project Management. The Parties recognize that Client’s participation in all phases of the development of the Website is essential. As such, Project Manager shall use their best efforts to complete the project on schedule.

2. Additional Development Time. Written modifications shall expressly include an additional amount of time, if any, for the development of Client's content as a result of the accepted modifications, and the delivery schedule shall be delayed by the same amount of time. When such modifications are necessary for Company to continue working on the content project, and when no other writing can be done during the interim, the delivery schedule shall also be delayed by the amount of time between when such modifications are first proposed until the time when they are signed by both Parties. 

3. No Liability Against Company for Delay. The types of delay enumerated in (2) above shall not result in the imposition of any set-off, liquidated damages, penalty, or other liability against Company during that additional period of additional content creation time. 

Schedule.

1. Delivery. Company shall deliver Client’s completed content by the date agreed upon in the discovery conversation. Bulk content may be delivered in milestones or all at once, as discussed. Recurring content will be delivered according to the schedule agreed upon by both Parties.

Modifications.

1. Client shall submit their desired modifications via writing in email or SMS.

   1. Modifications can be made at any time while Company is creating the content. Modifications cannot be made after Client accepts the final version.

   2. The Company will make the requested Modifications within three (3) business days. Modifications may delay the expected due date, depending on the scope of the Modification.

2. Company Not Liable for Caching. Client expressly recognizes that some ISPs may continue to cache unmodified versions of Client's Website after modifications are made, and Client expressly agrees to indemnify and hold Company harmless for any damages caused by such caching. 

Copyright and Intellectual Property Ownership.

1. Company’s Retained Rights.

   1. Works Created by Company. The Parties expressly recognize that the Website is not a "work made for hire," that Company is an independent contractor, and that Company is not an employee, partner, joint author, or joint venturer of Client.

   2. Works Created by Client. Client shall be deemed the author and owner of Client’s graphics and data provided by Client that are incorporated into the content.

2. Intellectual Property

   1. Content ownership may be claimed by Client if ghostwriting is agreed upon by both Parties; if so, all written content is property of the Client and is protected by copyright and other intellectual property laws. If ghostwriting is not agreed upon, all written content is property of the author, and the content must be displayed with the author’s name.

   2. Materials available through the Services, including, but not limited to, graphics, logos, images, audio clips, video clips, software, and data compilations, are the property of KB Freelance Writing or its licensors and are protected by copyright and other intellectual property laws.

   3. You may not modify, reproduce, distribute, transmit, display, perform, or create derivative works of any content or materials available through the Services without the prior written consent of KB Freelance Writing.

Payment and Registration.

1. Account Registration

   1. To access certain features of the Services, you may be required to register for an account with KB Freelance Writing. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

   2. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

   3. You must be at least 18 years old to register for an account with KB Freelance Writing.

2. Single Services

   1. Single Services (blog post, newsletter, web page, product description, AI editing, landing page, email, social media post) are provided on an as-ordered basis.

   2. Single Services up to $499.99 must be paid in full upfront; Services $500 or more can be paid half upfront, and the remainder upon receiving the final content.

3. Bulk Services

   1. Bulk Services (blog posts, newsletters, web pages, product descriptions, AI editing, landing pages, emails, social media posts) are provided on an as-ordered basis.

   2. Completed Bulk Services can be delivered all at once or in milestones upon completion. 

   3. Bulk Services can be paid upfront or in milestones as completed content is delivered.

4. Recurring Services

   1. Recurring Services (blog posts, newsletters, product descriptions) function as a subscription service and will be billed monthly.

   2. Recurring Services up to $999.99 must be paid upfront; Services $1,000 or more can be paid half upfront, and the remainder upon receiving the final content for the month.

5. Terminating Services

   1. You may cancel your order at any time, whether it is a Single, Bulk, or Recurring Service.

   2. Refunds will be given for any content that is not being researched, written, or edited at the time of cancellation.

   3. Content that is actively being researched, written, or edited at the time of cancellation will not be refunded.

   4. We reserve the right to modify, suspend, or terminate the Services at any time for any reason without prior notice or liability.

   5. Upon termination of Services, all content and materials created, completed, and delivered by KB Freelance Writing will remain the Client’s property. Content in the process of being researched, written, or edited will remain the property of KB Freelance Writing.

ARTICLE III. WARRANTIES.  

Company confirms and warrants that: 

1. Company's Power to Enter Agreement. Company has the right to enter into this Agreement and to grant the rights granted in it. 

2. Company's Good Faith Performance. Company shall, in good faith, comply with the terms of this Agreement. 

3. Content Creation.  

   1. Company is Sole Creator unless otherwise agreed upon. Company is the sole creator of any written content designed by Company, unless both Parties agreed to a ghostwriting arrangement. Graphics and data supplied by Client will remain their property; neither that nor the Company's work entering into this agreement will impair or violate anyone else's Intellectual Property Rights.

   2. Content Shall Function with Many Browsers. The content shall be prepared in a workmanlike manner, and the content will function in conjunction with properly configured web browsers including, but not limited to, Chrome, Safari, Edge, and Firefox. 

4. Services.

   1. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

   2. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

   3. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

   4. KB FREELANCE WRITING IS DEPENDENT ON THIRD-PARTY SERVICES, INCLUDING GOOGLE SERVICES, MICROSOFT, AND THE INTERNET. WE ARE NOT RESPONSIBLE FOR ANY OUTAGES, INTERRUPTIONS, OR FAILURES OF GOOGLE SERVICES, MICROSOFT, OR INTERNET CONNECTIVITY THAT MAY AFFECT THE AVAILABILITY OR PERFORMANCE OF OUR SERVICES.

ARTICLE IV. DISCLAIMERS.  

1. Warranty Disclaimer. The goods and services provided by Company are provided "AS IS", WITHOUT WARRANTY OF ANY KIND TO CLIENT OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE, LICENSEE'S PURPOSE OR SYSTEM INTEGRATION; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY OF INFORMATIONAL CONTENT; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; 8) TITLE; 9) MARKETABILITY; 10) PROFITABILITY; 11) SUITABILITY; AND/OR 12) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. CLIENT AGREES THAT ANY EFFORTS BY COMPANY TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY COMPANY WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

2. LIMITATION OF LIABILITY

1.  IN NO EVENT SHALL KB FREELANCE WRITING OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

2.  OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM.

3.  CLIENT FURTHER AGREES THAT COMPANY SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. MODIFICATIONS MADE TO CLIENT'S WEBSITE BY CLIENT OR ANY THIRD PARTY VOIDS ANY REMAINING EXPRESS OR IMPLIED WARRANTIES. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Client. In such jurisdictions, Company's liability is limited to the greatest extent permitted by law. 

3. Company Not Liable for Delays or Defaults. Company shall not be liable for delays or defaults in furnishing goods or services hereunder, if such delays or defaults on the part of Company are due to: 

   1. Acts of God or of a public enemy; 

   2. Acts of the United States or any state or political subdivision thereof; 

   3. Fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes; 

   4. Embargoes, epidemics or quarantine restrictions;

   5. Shortage of goods, labor strikes, slowdowns, differences with workmen or labor stoppages of any kind;

   6. Delays of supplier or delay of transportation for any reason;

   7. Causes beyond the control of Company in furnishing items or services including, but not limited to, breakdown or failure of machinery or equipment, or delay in Client reporting problems or furnishing information or materials. 

   8. Acceptance of delivery of goods or services shall constitute a waiver and release of Company by Client for any claim for damages, setoff, discount or other liability on account of delay. 

4. Termination by Company.  

   1. No Cause. Company reserves the right to, and Client agrees that Company may, terminate any and all services to Client for no cause and without any reason upon thirty (30) days' notice.

   2. Cause. Company reserves the right to, and Client agrees that Company may, cancel this Agreement and terminate any and all services to Client immediately, and without prior notice, in the event that Client fails to fulfill any material obligation contained in this Agreement. COMPANY RESERVES THE RIGHT TO USE SELF-HELP TO THE GREATEST EXTENT PERMITTED UNDER THE LAW, INCLUDING, BUT NOT LIMITED TO, ELECTRONIC REMEDIES. 

   3. Refunds.  Under no circumstances will Client be entitled to a refund of payments made; provided, however, that the Company reserves to itself the sole and exclusive discretion to provide refunds to Clients on a case-by-case basis.

   4.  Acceptable Use.

      1. You agree not to use the Services for any unlawful or prohibited purpose.

      2. You agree not to use the Services to upload, transmit, or distribute any harmful, offensive, defamatory, obscene, or otherwise objectionable content.

      3. You agree not to use the Services to engage in any activity that could damage, disable, overburden, or impair our servers or networks.

      4. KB Freelance Writing reserves the right to deny providing our Services to anyone we deem violating the Acceptable Use clause in our Terms.

5. Post-Termination Rights.  

   1. Fees Owed to Company. After termination by any party for any reason, Company shall retain the right to recover all accrued charges due and owing by Client to Company through the date of termination, and Client agrees that it waives any right it may have against Company to offset fees payable by Client to Company.

   2. Client's Continued Indemnification. Client's indemnification of Company under Paragraph (a) above shall survive any termination of this Agreement. 

ARTICLE V. CONFIDENTIALITY, PRIVACY, SECURITY, NON-COMPETITION AND NON-SOLICITATION.  

1. Confidentiality, Privacy, and Security.  

   1. The Parties recognize that each shall come into possession of information that comprises valuable trade secrets and other confidential information ("Confidential Information") which is owned by the disclosing Party. Both Parties expressly recognize that Confidential Information is being conveyed to them under conditions of confidentiality, and agree that they shall not disclose Confidential Information to any third party during the term of this Agreement, and for a period of two (2) years following the termination or expiration of this Agreement. The Parties may, however, disclose Confidential Information only to their employees who need to know Confidential Information in order to assure the Parties' compliance with the other terms and conditions of this Agreement. 

   2. The Parties agree to keep Confidential Information in strict confidence and only use the disclosing Party’s Confidential Information for purposes of performing its obligations under this Agreement, and shall not otherwise use the information for its own benefit or for the benefit of any third party. The receiving Party shall treat the Confidential Information with at least the degree of care and protection with which it treats its own proprietary and confidential information of a like nature, but in any event with no less than reasonable care and protection. The Parties also shall not use each other's Confidential Information other than as permitted by law, rule, regulation, code provision, policy or procedure, and each Party shall use its best efforts to: (i) cause its agents and employees to be informed of and to agree to be bound by applicable data privacy laws, rules, regulations, codes, policies or procedures; and (ii) maintain physical, electronic and procedural safeguards reasonably designed to protect the confidentiality and integrity of, and to prevent unauthorized access to or use of, Confidential Information. 

   3. Confidential Information shall not mean any information that: (a) is known to the receiving Party at the time of disclosure by the disclosing Party; (b) is developed independently by the receiving Party without use of the disclosing Party’s Confidential Information; (c) is within, or later falls within, the public domain without breach of this Agreement by the receiving Party; (d) is publicly disclosed with written approval of the disclosing Party; or (e) becomes lawfully known or available to the receiving Party without restriction from a source having the lawful right to disclose the information without breach of this Agreement by the receiving Party. The receiving Party shall have the burden of proof as to establishing by competent evidence any of the exceptions set forth in this Section 7.1.(c). In the event the receiving Party is legally requested or compelled in any form to disclose any of the disclosing Party’s Confidential Information, the receiving Party, unless prohibited by applicable law, shall provide the disclosing Party with prompt written notice of such request, so that the disclosing Party may seek a protective order or pursue other appropriate remedies to protect the confidentiality of its information. If such protective order or other remedy is not obtained, the receiving Party will furnish only that portion of the Confidential Information which the receiving Party, upon the opinion of its counsel, is legally required to furnish.

   4. Upon any termination, cancellation, or rescission of this Agreement, or upon the request of the disclosing Party at any time, the receiving Party shall either (i) surrender and deliver all Confidential Information of the disclosing Party, including all copies thereof; or (ii) destroy the Confidential Information and all copies thereof and certify the destruction to the disclosing Party within one (1) month following the termination or request. 

   5. The Parties acknowledges and agree that in the event of a breach or threatened breach of this Article VII., the disclosing Party may not have an adequate remedy at law and shall therefore be entitled to seek to enforce any such provision by temporary or permanent injunctive or mandatory relief obtained in any court without the necessity of proving damages, posting any bond or other security, and without prejudice or diminution of any other rights or remedies which may be available at law or in equity. 

   6. Each Party warrants that it shall use all commercially reasonable efforts to ensure that the storage and transmission of Confidential Information and any electronic communications will be secure. Commercially reasonable efforts shall include, but not be limited to: (i) use of user identification and access controls designed to limit access to Confidential Information to permitted users; (ii) industry standard firewalls regulating all data entering the other Party's internal data network from any external source, which will enforce secure connections between internal and external systems and will permit only specific types of data to pass through; (iii) industry standard virus protection programs and techniques to prevent harmful software code from entering the other Party's internal data network or affecting Confidential Information; (iv) external connections to the World Wide Web (the "Internet") will have appropriate security controls including an industry standard intrusion detection and countermeasures system that will detect and terminate any unauthorized activity prior to entering the firewall; and (v) industry standard encryption techniques will be used when Confidential Information is transmitted through the Internet. 

2. Privacy Policy

3. Our Privacy Policy governs the collection, use, and disclosure of your personal information in connection with the Services. By using the Services, you consent to the collection, use, and disclosure of your personal information as described in our Privacy Policy. Our Privacy Policy is available online at https://www.kbfreelancewriting.com/privacy-policy

ARTICLE VI. REMEDIES.  

The failure of either Party to seek relief for the other Party's breach of any duty under this Agreement, shall not waive any right of the non-breaching Party to seek relief for any subsequent breach. 

ARTICLE VII. ARBITRATION.  

Any dispute concerning the Parties' duties under this Agreement which the Parties cannot resolve within thirty (30) days shall be directed to binding arbitration administered by, and pursuant to the rules of, the American Arbitration Association ("AAA") in the County of Lubbock, in the State of Texas, with all expenses being shared equally by the Parties. Judgment upon any AAA award may be entered in any court having jurisdiction. Any costs incurred in the enforcement of the arbitration award shall be paid by the Party against whom enforcement is sought. 

ARTICLE VIII. NOTICES.  

All notices must be in writing and electronic delivery via email is expressly agreed upon between the parties. 

ARTICLE IX. ENTIRE AGREEMENT.  

This Agreement supersedes any and all other agreements, either oral, electronic or in writing, between the Parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the Parties with respect thereto. This Agreement may be amended or modified only in writing, and shall be effective only after affixation of both parties' signatures by authorized representatives. 

ARTICLE X. SEVERABILITY.  

If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions shall remain valid and unimpaired, and shall continue in full force and effect. 

ARTICLE XI. CAPTIONS.  

Captions contained in this Agreement are for reference purposes only, and are not intended by either Party to describe, interpret, define, broaden or limit the scope, extent or intent of the Agreement or any of its provisions. 

ARTICLE XII. RELATIONSHIP OF THE PARTIES.  

Company and its employees, contractors, and personnel performing any services on behalf of Client under this Agreement are independent contractors and not employees of Client. Neither Party is an agent of the other and neither Party shall have any right or authority to make any contract, sale or other agreement in the name of, or for the account of the other Party, or to make any representation, or to assume, create or incur any obligation or liability of any kind, express or implied, on behalf of the other Party. Each Party will be responsible for any applicable payment and withholdings of any salary, benefits, incentives, and any other compensation or taxes relevant to its personnel. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents. 

ARTICLE XIII. ASSIGNMENT.  

This Agreement and any performance or obligations hereunder may not be assigned or transferred by either Party without the prior written consent of the other Party. 

ARTICLE XIV. FEES AND EXPENSES.  

If either Party institutes an action to enforce this Agreement or any of its terms, the prevailing Party shall also be entitled to recover all of its costs, expenses and reasonable attorneys' fees. 

ARTICLE XV. CUMULATIVE REMEDIES; BINDING EFFECT.  

Except as otherwise provided herein, if either Party breaches this Agreement, the non-breaching Party shall have the right to assert all legal and equitable remedies available. This Agreement will inure to the benefit of and be binding upon the Parties, their successors, administrators, heirs, affiliates and permitted assigns. 

ARTICLE XVI. KNOWING CONSENT AND AUTHORITY TO CONSENT.  

The Parties knowingly and expressly consent to the foregoing terms and conditions. Each signatory is authorized to enter into this Agreement on behalf of its respective Party. 

ARTICLE XVII. CHANGES TO TERMS.

We reserve the right to modify or update these Terms at any time without prior notice. The most current version of these Terms will be posted on our website. By continuing to use the Services after any changes to these Terms, you agree to be bound by such changes.

ARTICLE XVIII. CONTACT INFORMATION.

If you have any questions or concerns about these Terms, please contact us at:

KB Freelance Writing
4901 S. Loop 289, Unit 65671
Lubbock, TX 79464-6974
(806) 341-9220
kaleigh@kbfreelancewriting.com

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.