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Website Design Agreement
PixelBrite.com® Website Design and Development Agreement
Through the purchase of a PixelBrite.com® Website Design Package (“Website Product”), this Website Design and Development Agreement (“Agreement”) is made and entered into by you (“Customer”) with Pixel Brite Creations, Inc (“Developer”) on the date the related package invoice is paid in full.
Background Information
A. The Developer is in the business of designing Websites and has experience in the industry.
B. The Customer wishes to have a Website (“Website”) created meeting the specifications set forth in the PixelBrite.com® Website Package purchased by the Customer for publishing on the Internet or an intranet.
NOW THEREFORE, in consideration of the covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following:
SECTION 1 - Terms of Service
1 Section 1 of this Website agreement consists of all Terms of Service set forth by Pixel Brite Creations, Inc. in the PixelBrite.com “Terms of Service” located at http://www.pixelbrite.com/terms-of-serviceSECTION 2 - General Provisions
2.1 Engagement of Developer. Customer hereby engages the services of the Developer for the purpose of designing, creating, testing and delivering a fully functional Website, to be delivered to the Customer in the form of Hypertext Markup Language (“HTML”), Cascading Style Sheets (CSS), MySQL Databases, PHP scripts, and other necessary web documents, which is operational upon placement on a PixelBrite.com® web server with necessary connections to the World Wide Web.
2.2 Delivery Responsibilities of the Customer. Within twenty (20) days from the date of execution of this Agreement, Customer will deliver the items outlined in the PixelBrite.com® Website Design Package Welcome Email sent to the customer after purchase, all items requested in the Website Questionnaire provided to the Customer in the Welcome Email, and all other necessary items such as, but not limited to: corporate branding, logo, colors, artwork, branding manual, service descriptions, marketing collateral, product information and descriptions, corporate biography, corporate contact information, Website texts, marketing materials, slogans, content, trademarks, articles, photographs, product images, databases, video files, images, and other Website content (“Website Content”) necessary for the Developer to design and assemble a Website representative of the intended Business or Personal function. Excluding those items that shall be the responsibility of the Developer to create as provided in the PixelBrite.com® Website Design Package Description. All such Website Content shall be delivered to Developer in electronic format through the PixelBrite.com® Support Center, postal service paid by the Customer, or another appropriate storage delivery formats outlined by Pixel Brite Creations, Inc. All corporate artwork, branding, and logo files shall be in high-resolution native file formats such as Encapsulated Postscript (EPS), Adobe Illustrator (AI), Photoshop (PSD), or Tagged Image File Format (TIFF), excluding all lossy formats such as JPEG/JPG. Images and photographs shall be in high-resolution form in the TIFF, JPG, RAW or PDS formats. Written text shall be in Microsoft Word 2000 format or newer, Rich Text Format (RTF), or Text (TXT). Video and audio files shall be in a widely accepted industry format or format specified by PixelBrite.com®.
2.3 Developer Created Content. As provided in Section 2.2 above, the Customer shall be responsible for delivering all Website Content except for those items that Developer has specifically agreed to create pursuant to the terms of the PixelBrite.com® Website Design Package. Developer shall have the obligation as part of its duties hereunder to create the Website, as listed in the PixelBrite.com® Website Design Package purchased by the Customer, including a Commercial Website Design Template for use with the specified Content Management System in the PixelBrite.com® Website Design Package product description. The Developer will create a Website incorporating Website Content provided by the Customer. In developing the Website, the Developer is authorized to use subcontractors, professional image services, commercial software, extensions, plugins, components, and other providers, and any professional service bureaus the Developer deems necessary to produce the Customer Website.
2.4 Site Mockup. The Website to be designed by the Developer shall be in substantial conformity to the Website “mockup” provided by the Customer through the PixelBrite.com® Support Center, or a Mockup submitted and agreed upon through the PixelBrite.com® Support Center, supplied after the Customer completes the Website Questionnaire and ample data is collected from the Customer to create and present such a Mockup. The Developer will customize a commercial template as specified in the PixelBrite.com® Website Design Package, incorporating Customer branding, logo, and other items outlined in the PixelBrite.com® Website Design Package. The deliverables for a site layout and the expected creative process for this Agreement are outlined in the PixelBrite.com® Website Design Package purchased by the Customer and Website Design Services webpage located at pixelbrite.com. For packages not specifically outlining the deliverable Mockup, a mockup will consist of a Website Design based on a commercially available Website Template, customized to incorporate Customer branding, logo, colors.
2.5 Placement of Site During Development. Customer is obligated to purchase a Website hosting account from PixelBrite.com® throughout the development process of the Website, or provide the Developer with necessary access to a Web Server capable of running all software outlined by the Developer and the PixelBrite.com® Website Design Package purchased by the customer. Any Customer provided Web Server access and service must be available 24 hours a day, 7 days a week and not hinder development of the Website due to server unavailability at anytime throughout the development cycle. The Developer shall create a password protected development environment and when appropriate, make the Website available for review by the Customer periodically through the development stage. Developer will notify the Customer of the location of the Website and the method for gaining access to the Website. The password assigned to the Customer shall be unique to the Customer and shall not be provided by either party to any other party except the Customer and the Developer. If using a Content Management System (CMS) Development Platform, the Customer may not be provided access to the “Back End” Administration of the Website until final delivery.
2.6 Stages of Completion. Developer shall use its reasonable efforts to meet a completion schedule of under one-hundred eighty (180) days. It is contemplated by the parties that the final completion and delivery date shall typically be between forty-five and one-hundred twenty days, but is dependant upon the complexity, involvement, and scope of the PixelBrite.com® Package purchased, as well as the customer deliverables. PixelBrite.com® Packages including Electronic Commerce (eCommerce), Social Networking, or other complex systems are Customer dependant for content, product descriptions, imagery, pricing, and many other elements. PixelBrite.com® GreenSite™ or RedSite™ packages will typically exceed one-hundred twenty (120) days of development. Customer acknowledges and agrees that the following may delay the Website Design and Delivery: changes, additions, or deviations in the specifications, site plan, mockups, graphics, layout, navigation, design, Website Content delivery, and neglecting to promptly review and comment on completed work via the PixelBrite.com® Support Center.
2.7.1 Delay by Developer. Developer recognizes and agrees that failure to deliver the Website will result in damage to the Customer. Developer shall inform Customer immediately of any anticipated delays in the delivery schedule and of the actions being taken to assure completion of the Website within such schedule. If any delivery date is missed which is mutually set, agreed, and communicated through the PixelBrite.com® Support Center, Customer may, at its sole option, declare a default under this Agreement and may pursue all remedies set forth in Section 9; provided, however, that Customer provides Developer with twenty-five (25) days to cure the delay prior to declaring a default. Customer may not declare a default hereunder if such delay is caused by any action, delay, non-delivery of content, or failure to act by the Customer. The customer will provide a written notice via the PixelBrite.com® Support Ticket Center, obtaining a ticket number and acknowledgement of receipt from PixelBrite.com® staff. This notice will serve as the starting day of the twenty-five day allowance for the Developer to remedy the situation.
2.7.2 Delay by Customer. The Developer cannot be held in default of this Agreement in case of delays or non-delivery of materials on the part of the Customer, including decisions necessary by the customer in selection of design compositions which will progress the web development project. In such case, the Developer will provide the Customer with a written notice via the PixelBrite.com® Support Center that such a delay has occurred. Work on the Website shall not resume until the reason for the delay has been resolved by the Customer and a written notice of its resolution has been provided to the Developer via the PixelBrite.com® Support Center. A delay which is not resolved by the Customer within ninety (90) days of written notice by the Developer will constitute default, allowing the Developer the option to terminate this agreement pursuant to Section 9. Website Design Packages and Projects may be reviewed by the Developer after one-hundred eighty (180) days to determine overall project timeliness of Customer Deliverables throughout the development to date. If after 180 days the Developer determines the project has been delayed unnecessarily throughout development, the PixelBrite.com® Website Design Package may be declared complete, terminating this agreement pursuant to Section 9.
2.8 Professional Services and Rates. PixelBrite.com® Website Design Packages extend to the Customer a reduced Professional Services Rate for excess time and hours exceeding included Package Hours. Package hours included in the PixelBrite.com® Website Design Package may be exceeded by customer requests and design directions. It is the responsibility of the Customer to regulate time expenditures on Design initiatives. The Developer is not responsible for micromanaging tasks and assignments for time expenditures and adherence to included Package Time. PixelBrite.com® Website Design Packages include ample time to produce a reasonable Website and the Developer must be paid prior to performing tasks and assignments exceeding package time. The Customer is responsible for any excess time, overages, or other hours necessary to complete the PixelBrite.com® Website Design Package if all package hours are exceeded. The PixelBrite.com® Website Design Package and this Agreement are considered fulfilled immediately at the time package hours are consumed. The Customer may request estimates/quotes via the PixelBrite.com® Support Center for Professional Design Services. PixelBrite.com® and the Developer provide the Customer with the included Website Design Package rate for a period of one-hundred eighty (180) days after initial PixelBrite.com® Website Design Package invoice is paid in full. The Package Rate is extended for Programming and Design work related to the original PixelBrite.com® Website Design project only. Website assets, files, and objects reside on Customer accessible Web space and cannot reasonably be withheld for non-payment. Payment for all Professional Services provided to the Customer by the Developer must be paid in advance.
2.9 Form of Delivery. All Website related works are instantly delivered throughout site development to a customer accessible web server and webspace. Once delivered and upon Website completion, it is the Customer’s responsibility to make necessary backups of the Website files and content. The Developer is not responsible for Website files or content after initial delivery. Native design files are not part of any PixelBrite.com® Website Design Package unless otherwise stated by the Developer through the PixelBrite.com® Support Center. The Developer uses several commercial or publicly licensed software packages that include separate licensing, copyright, and trademark restrictions that the Customer is responsible for understanding and complying with and agrees to examine terms of service, trademarks, terms of use, and licensing of all plugins, modules, components, and other graphics, software, and addons that are part of the Website and “Website Content.”
2.10 Acceptance Testing Period. Upon completion of the Website and making the Website available for inspection and evaluation, and the Developer informs the Customer of this completion via the PixelBrite.com® Support Center, the Customer shall have fifteen (15) days from such completion to inspect, test and evaluate the Website. If the Website does not satisfy a Customer request or directive previously communicated via the PixelBrite.com® Support Center, the Customer shall give the Developer a written notice via the PixelBrite.com® Support Center describing the portion of the Website that is unacceptable. Developer shall have twenty (20) days from the receipt of such notice to correct the deficiencies. Upon completing the work necessary to address any deficiencies, the Developer will notify the Customer in writing via the PixelBrite.com® Support Center that the work is completed. Customer is responsible for pre-payment of any professional design services related to the requested changes that exceed the included package time associated with the Customers PixelBrite.com® Website Design Package. Customer has five (5) days to notify the Developer in writing via the PixelBrite.com® Support Center that Customer accepts the Website. The date of such notification shall be the date on which Customer shall be obligated to make final payment for time-overages or outstanding balances related to the Website Design.
2.11 Back-Up Copy of Website. Developer shall retain a backup of the Website files relative to the accepted Website for a period of thirty (30) days following final acceptance by the Customer. Thereafter, Developer may destroy all copies of the Customer’s Website, unless the Developer is providing hosting of the Customer’s Site pursuant to a separate hosting and or Maintenance Agreement.
Section 3 - COMPENSATION FOR DEVELOPER SERVICES
3.1 Development Fee. In consideration of the services to be performed by the Developer hereunder, including the delivery of a completed Website meeting the specifications set forth and referred to herein, the Customer shall pay the Developer the fee outlined in the PixelBrite.com® Website Design Package, along with hourly compensation for time exceeding Package hours.
3.2 Schedule of Payments. Customer shall pay to Developer, upon execution of this Agreement, the PixelBrite.com® Website Design Package Amount for Software and Developer’s services provided hereunder. Thereafter, time exceeding included package time must be pre-paid by the Customer prior to the Developer commencing work on existing or new tasks related to the Website Design Package. The PixelBrite.com® Website Design Package includes a reduced Professional Services Rate for a period of 180 days for work relating to the production of a Customer Website.
3.3 Stages of Development; Invoice. Developer shall notify the Customer via PixelBrite.com® Invoice, PixelBrite.com® Support Center Ticket, or PixelBrite.com® Support Center Quote for work requested by the Customer that is not included in the Pre-Paid Website Design Package. Customer shall make payment on such invoice within ten (10) days after issuance of such invoice at which time Developer will commence work.
3.4 Pass Through Expenses. The parties acknowledge and agree that all expenses associated with the development process, including but not limited to payment of any licensing fees, software procurement, costs of purchasing materials, supplies, and all other elements of the Website development shall be absorbed by the Developer and that the PixelBrite.com® Website Design Package fee represents the expense to be paid by the Customer. Notwithstanding the above, Customer is responsible for all costs and expenses not related to the design and development services, such as hosting, professional stock photography, commercial software, domain name registration, marketing, search engine placements, and any other services not described or covered PixelBrite.com® Website Design Package such as, but not limited to plugins, addons, and components not included in the PixelBrite.com® Website Design Package. Requests by the customer which are outside of the scope of the PixelBrite.com® Website Design Package or this agreement shall be absorbed by the Customer.
3.5 Early Termination. In the event that this Agreement is terminated by its terms prior to completion of the Website, Developer shall deliver any partially completed work to the Customer by publishing to the aforementioned webspace or web server. If a web server and webspace were never established, or the service is terminated or being terminated, the Developer will make the files available to the Customer through the PixelBrite.com® Support Center.
Section 4 - DEVELOPER PUBLICITY
4.1 Listing In Roster of Developer Customers and Portfolio. Following completion of the Website, the Developer shall be permitted to (1) display a link to the Website; (2) display images, logos, creative works, trademarks, and other elements from the Website; (3) display the items listed above on the Developers Website, marketing materials, and advertising materials for self-promotion only. The material included on the Developer’s Website shall include a link to the Customer’s Website. (4) The Developer may use the above materials for self-promotion only, with clear link-back to Customer Website and/or Business.
4.2 Developer Credit On Website. Following completion of the Website and final acceptance by the Customer, and for a period of twelve (12) months after the Website is launched, Customer shall include a meta-data credit, visual credit and hypertext-link to the Developer’s Website on the home page of the Customers Website. The credit to the Developer shall be designed and placed on the home page by the Developer but shall be in form and substance that is reasonably acceptable to the Customer, matching similar surrounding content. The Developer credit and link will typically be in the bottom footer of the page near the privacy policy, terms of use, and other legal links.
4.3 Limited Trademark License. The parties hereby give each other a non-exclusive license to utilize the trademark and servicemark of the other party, in form reasonably acceptable to the trademark owner, for the purposes set forth in Section 4.1 and 4.2 hereof.
Section 5 - PROPRIETARY RIGHTS TO WEBSITE
5.1 Waiver of Common Law Rights. Developer hereby waives, assigns and transfers onto Customer, any and all rights in and to all Website Content that may exist with respect to the Website content under any and all federal or state common law, statutory law, or otherwise, including but not limited to trade secret rights, privacy rights, moral rights, or any other right thereto except as specified Section 5.
5.2 Indemnity by Customer: Customer shall indemnify Developer and PixelBrite.com® and any of its employees, directors, shareholders, or agents against all claims, liabilities, costs, damages, fees, and expenses (including attorney’s fees) arising from any action based upon any content in the Customer Website.
5.3 License To Developer of Certain Portions. Customer hereby grants to the Developer the perpetual, non-exclusive, royalty free, worldwide license to use the Website Content. This license is personal to the Developer and may not be assigned or sublicensed without the consent of the Customer, except that Developer may grant a limited license to its future clients if any of the licensed items are included in any Website that is created by the Developer now or in the future. The license granted herein does not extend to any identifying material of the business name, or trademarks of the Customer.
Section 6 - DEVELOPER REPRESENTATIONS AND WARRANTIES
Developer makes the following representations and warranties to the Customer:
6.1 Developer has full and unrestricted power and authority to enter into this Agreement and to grant the exclusive rights in and to all Website content to the Customer.
6.2 Developer is the creator of the Website Content and has not created any such materials as a joint work with any other party or in any other way that would give any other party any rights in and to the Website Content. This excludes Open Source development software, icons, graphics, images, commercial software, addons, extensions, plugins, and platforms such as MySQL, PHP, Apache, and Joomla! upon which this Website may have been created or relies upon, and as such, those commercial or open source platforms and property have their own license, trademarks, copyrights, terms of use, and limitations. No exclusive right, exclusive right to use, or exclusive copyright is provided by PixelBrite.com® or the Developer or any Website content that may contain or rely on licensed, copyrighted, or trademarked material to function. Developer has been diligent in obtaining all necessary licenses and royalty free copyrights to legally publish Customer’s Website.
6.3 Developer maintains that there is no pre-existing work integrated into the Website Content, to the Developers knowledge, that has not been disclosed to the Customer and for which the Developer has not obtained a valid license complying with the terms of this Agreement which permits the Customer to use the Pre-existing Work on the Customers Website.
6.4 There are no liens, encumbrances or security interests of any nature or kind affecting the Website.
6.5 None of the Website content designed by the Developer infringes upon the proprietary rights of any third party.
6.6 The Website will have cross-platform uniformity in that it will function in the latest versions of the Microsoft Internet Explorer (8.0 or greater) and Mozilla Firefox (3.5 or greater) browsers.
Section 7 - CONFIDENTIALITY COVENANTS
7.1 The Developer and Customer acknowledge and agree that during the course of the relationship contemplated hereby that they are likely to come into contact and gain knowledge and access to information and materials that the other party deems to be confidential, proprietary or of strategic importance. The parties each agree that they shall maintain the strictest confidentiality of all such materials received concerning the other party hereto. They shall not disclose such confidential information to any other party, shall not use such confidential information for their own purposes, and they shall protect such confidential information from disclosure using the same or higher standards as they use to protect their own confidential information.
7.2 The Developer and Customer agree that confidential information shall be limited to disclosure within the organization of the recipient to those top management personnel and developers with a bona fide need to know such information as a necessary part of their contribution to the performance under this Agreement.
7.3 For purposes of this Agreement, confidential information shall include any and all information that is of a proprietary, confidential or trade secret nature, of strategic importance, or is otherwise considered to be confidential or proprietary by the releasing party. Confidential information will include items such as business plans, marketing plans and strategies, formula, processes, data, software source codes, financial information, customer lists, and all other information deemed confidential by the parties. Confidential information shall not include items that are generally available to the public, generally known in the industry, exist in the public domain, is learned from an outside source independent from the relationship established by this Agreement or was known prior to the entering of this Agreement.
Section 8 - TERM AND TERMINATION
8.1 This Agreement shall commence on the date full-payment is received by Pixel Brite Creations, Inc. for a PixelBrite.com® Website Design Package and shall remain in effect until the earlier of the completion of all services called for hereunder to be performed by the Developer, or the earlier termination of this Agreement as provided in this Section, or other timeliness provisions set forth in Section 2 and the PixelBrite.com® Terms of Service (http://www.pixelbrite.com/terms-of-service).8.2 This Agreement may be terminated by the customer, with cause, by giving fifteen (15) business days written notice of such termination to the Developer through the PixelBrite.com® Support Center, ensuring a Support Ticket Number is received serving as receipt of notice. Payments and monies for the PixelBrite.com® Website Design Package are forfeited.
8.3 Customer may terminate this Agreement immediately upon written notice via the PixelBrite.com® Support Center to the Developer in the event that the Developer substantially breaches or defaults under any of Developer’s obligations contained in this Agreement or if the Developer is unable to or refuses to perform services hereunder.
8.4 Developer may terminate this Agreement upon written notice to the Customer in the event that the Customer substantially delays the progression of this Agreement and its Website Design Project as described in Section II, or irreconcilable differences are discovered as outlined in Section 2, or the Customer breaks this Agreement by providing content which would legally compromise the Developer, or is morally objectionable.
8.5 Upon the effective date of any termination of this Agreement, all legal obligation, rights and duties arising out of this Agreement shall terminate except that: (i) Customer shall remain obligated to pay any balance due to the Developer for services provided hereunder: (ii) the Confidentiality Restrictions, Ownership of Proprietary Rights Provisions, and Independent Contractor provisions of this Agreement shall continue to apply and shall survive the termination of this Agreement as ongoing covenants between the parties.
8.6 Website Design Packages require software purchases by the Developer, employment of staff, designers, programmers, administrative tasks, and numerous professional services initially and throughout all stages of development of Website Projects. Professional Services and PixelBrite.com® Website Design Packages do not include refunds for any reason unless otherwise specifically outlined in the Terms of Service at PixelBrite.com® (http://www.pixelbrite.com/terms-of-service).
Section 9 - MISCELLANEOUS PROVISIONS
9.1 Notices. Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall be deemed to be delivered if transmitted via the PixelBrite.com® Support Center with a confirmation Ticket Number assigned. The PixelBrite.com® Support Center serves as the primary method of communication for project
9.2 No Assignment. The Services to be performed by Developer hereunder are personal in nature, and Customer has engaged Developer as a result of Developer’s unique expertise relating to such Services. Neither this Agreement nor any right, interest, duty or obligation hereunder may be assigned, transferred or delegated by Developer without the express written consent of Customer which consent may be withheld in the discretion of the Customer. 9.3 Independent Contractor Status. The parties agree that Developer shall be an independent contractor and not an agent, employee or representative of Customer. Customer shall have no right to direct or control the details of the Developer’s work. Developer shall not receive any fringe benefits or other perquisites that the Customer may provide to its employees and Developer agrees to be responsible for its own business overhead and costs of doing business and to furnish all tools and materials necessary to accomplish the services required of the Developer pursuant to the PixelBrite.com® Website Design Package and this Agreement, and shall incur all reasonable and normal expenses associated with performance, except for graphics, images, addons, extras, and functionality not directly included in the Package. Developer shall be responsible for paying all taxes on payments received pursuant to this Agreement and that Customer shall have no obligation to withhold taxes from service fees payable to the Developer hereunder. Developer hereby indemnifies and holds the customer harmless any obligation that may be imposed on Customer (i) to pay in withholding taxes or similar items or (ii) resulting from Developer’s being determined not to be an independent contractor.
9.4 Arbitration. Except as specifically provided in this Agreement, the parties agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be submitted to binding arbitration to be held in Pasco or Pinellas County, Florida in accordance with the rules of the American Arbitration Association (the “Rules”). The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The parties shall each bear their own attorney fees with respect to such Arbitration but shall share equally the other costs and expenses of arbitration.
9.5 Training, Software, and Maintenance. Developer shall provide no training in the use of the Website or any associated software. Developer shall provide no training in the use of a Content Management System, or its associated Administration “Back-End”. Limited support via the PixelBrite.com® Support Center will be available to Customer for seven (7) days following acceptance of the Website. “Limited support” shall include instructions to access the Website using software and/or technology purchased by Customer, or links to references and resources. Developer is not responsible for providing software, documentation, support, and/or technology to Customer. Customer shall receive no Hosting Services, or Technical Support Services, unless otherwise included in the PixelBrite.com® Website Design Package, or paid for separately by the Customer.
9.6 In interpreting the terms of this Agreement, the parties agree that the laws of the State of Florida shall be applicable. All suits permitted to be brought in any court shall be venued in Pasco County or Pinellas County, State of Florida.
9.7 Provisions and items set forth in the PixelBrite.com® Website Design Package, this Agreement and the Terms of Service outlined at PixelBrite.com® (http://www.pixelbrite.com/terms-of-service) constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supercedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This Agreement may be changed, modified or amended as necessary by PixelBrite.com® at anytime without notice. However, the terms and provisions set forth at the time of Agreement and Purchase of a PixelBrite.com® Website Design Package remain unchanged for a period of 180 days from the time of purchase, unless both parties are made aware of amendments and agree to the amended terms and provisions via the PixelBrite.com® Support Center. If any provisions hereof is deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability of effectiveness of the remainder of the Agreement shall not be effected and this Agreement shall be enforceable without reference to the unenforceable provision. No party’s waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.
9.8 Authority. Developer and Customer each hereby represent and warrant that the execution, delivery and performance of this Agreement has been duly authorized and that the Agreement is a legal, valid and binding agreement of Developer and Customer, enforceable in accordance with its terms and the Terms of Service maintained by PixelBrite.com® (http://www.pixelbrite.com/terms-of-service). Developer and Customer further represent that this Agreement does not breach or violate any agreement to which it is a party or to which it is bound.
9.9 No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
