As used herein and throughout this Agreement:
1.1 Agreement means this Agreement and any attachments listed below:
1.2 Client Content means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.
1.4 Deliverables means the services and work product specified in the Agreement to be delivered by Developer to Client.
1.6 Final Work means all content developed or created by Developer, or commissioned by Developer, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all custom code, visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Developer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
1.7 Final Deliverables means the final versions of Deliverables provided by Developer and accepted by Client.
1.8 Preliminary Works means all works including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Developer and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Art.
1.9 Project means the scope and purpose of the Agreement between the Client and WPFAB, LLC, as described in this agreement.
1.10 Services means all services and the work product to be provided to Client by Developer as described and otherwise further defined in this agreement.
1.11 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
1.12 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
The Client is engaging WPFAB, LLC as an independent contractor for the specific project of developing and/or improving a website. Hereafter, the Client will be known as the “Client” and WPFAB, LLC will be known as the “Developer.”
3. Status and Duration of OFFERS
The terms of this Agreement shall be effective for 30 days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Agreement together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution. Developer is not bound to honor offers that have expired. This Agreement is confidential and only for use between Client and WPFAB, LLC.
4.FEES AND CHARGES
4.1 Payment. Payment will be made in full in advance for standard agreements of $600.00 or less. A minimum deposit of 50% of the highest project estimate is required to schedule and/or commence work. All payments will be made in U.S. funds. Payments are accepted via PayPal or by check made payable to WPFAB, LLC and mailed to P.O. Box 2292, Forest, VA 24551.
All payments are due within 15 days of billing. Late payments by Client shall be subject to late penalty fees of 1% per month from the due date until the amount is paid. Should a payment be late, Developer reserves the right to freeze all work until accounts are settled.
4.2 Payment Schedule. A deposit of 50% is due before work is entered into the schedule and before work begins, except as noted above in section 4.1.
A final payment of 50% (plus relevant additional charges) is due upon completion of site as specified, before site is published on the Internet and/or files released to the Client.
Work will not be scheduled until both contract and deposit are received, based on the later date of contract or deposit receipt. Delays in receipt of payment, contract, information or content from the Client may result in development delays, both in scheduling and completion of design. If such delays occur, the Client holds the Developer harmless against loss of income or any other damage related to any delay in website launch.
4.3 Expenses. Fees for our services do not include outside purchases such as, but not limited to software, online applications, photography, graphics, or premium plugins. Client agrees to reimburse Developer for any additional expenses necessary for the completion of the work. Whenever possible it is requested that you, the Client, make these types of outside purchases.
4.4 Local, State, and Federal Taxes. Developer shall pay all income taxes and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. Client will not:
(a) withhold FICA from Developer’s payments or make FICA payments on Developer’s behalf
(b) make state or federal unemployment compensation contributions on Developer’s behalf, or
(c) withhold state or federal income tax from Developer’s payments.
The charges included here do not include taxes. If Developer is required to pay any federal, state, or local sales, use, property, or value added taxes based on the services provided under this Agreement, the taxes shall be separately billed to Client. Client shall be responsible for paying any interest or penalties incurred due to late payment or nonpayment of any taxes by Client.
4.5 Domain Registration and Hosting. The Client is responsible for all domain registration expenses and maintenance of said domain registration. Developer does not provide Hosting services beyond temporary internal development environments. The Client is responsible for choosing, paying for, and maintaining any required Hosting solutions and associated services. As a courtesy, Developer may offer suggestions; however, Developer is NOT responsible for down time, poor performance, or loss of data caused by the Hosting Provider. Additionally, Developer is not responsible for any bug caused by changes on the Host after the Acceptance of this Contract, including but not limited to updates to operating system, compile systems, code libraries and languages, or any changes resulting from security violations.
5. Changes & Revisions
5.1 General Changes. Unless otherwise provided in the Agreement, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Developer’s standard hourly rate of $80.00 per hour. Such charges shall be in addition to all other amounts payable under the Agreement despite any maximum budget, contract price or final price identified therein. Developer may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such Changes.
5.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision in or near excess of 50 percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, Developer shall be entitled to submit a new and separate Agreement to Client for written approval. Work shall not begin on the revised services until a fully signed revised Agreement and, if required, any additional retainer fees are received by Developer.
5.3 Timing. Developer will prioritize performance of the Services as may be necessary or as identified in the Agreement, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Agreement. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Developer. The Developer shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Developer’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Agreement and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Developer’s obligations under this Agreement.
5.4 Testing and Acceptance. Developer will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify Developer, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Agreement, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Developer will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
5.5 Third Party or Client Modification. The Client shall not allow the services or assistance of third-party Developers or Designers to work on the project without the knowledge or approval of Developer.
Developer will not be responsible for any modifications or edits made by anyone other than Developer. Edits or updates made by Client, agents of the Client, or third party that require correction or edits by Developer to repair website will be billed at the current rate of $160 per hour. Developer is under no obligation to correct any such edits or modification made by another third party or developer.
Interference by third parties that cause delay or significant disruption to the project may be just cause for Developer to terminate this agreement.
Developer will not be held responsible for services provided by third parties through us or otherwise, including the hosting of the Client’s website.
6. CLIENT RESPONSIBILITIES
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a)coordination of any decision-making with parties other than the Developer;
(b) supplying all materials and information required for Developer to complete the project in accordance with the agreed specification, including but not limited to, photographs, written copy, logos and other custom graphics or content;
(c) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Agreement; and
(d) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.
All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in Developer’s name in the form, size and location as incorporated by Developer in the Deliverables, or as otherwise directed by Developer. Developer retains the right to reproduce, publish and display the Deliverables in Developer’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
8. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Agreement except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
9. RELATIONSHIP OF THE PARTIES
9.1 Independent Contractor. Developer is an independent contractor, not an employee of Client or any company affiliated with Client. Developer shall provide the Services under the general direction of Client, but Developer shall determine, in Developer’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Developer and the work product or Deliverables prepared by Developer shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
9.2 Developer Agents. Developer shall be permitted to engage and/or use third party Developers or other service providers as independent contractors in connection with the Services (“Design Agents”). Client shall not hire, supervise or pay any assistants to help Developer. Neither Developer nor Developer’s employees or subcontractors shall receive any training from Client in the skills necessary to perform the services required by this Agreement, Notwithstanding, Developer shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
9.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Developer, employee or Design Agent of Developer, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Developer shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Developer, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
9.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Developer, and Developer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Developer.
10. WARRANTIES AND REPRESENTATIONS
10.1 By Client. Client represents, warrants and covenants to Developer that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
10.2 By Developer.
(a) Developer hereby represents, warrants and covenants to Client that Developer will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
(b) Developer further represents, warrants and covenants to Client that (i) except for open source code, Third Party Materials and Client Content, the Final Deliverables shall be the original work of Developer and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Developer, Developer shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Developer to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Developer’s knowledge, the Final Art provided by Developer and Developer’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Developer shall be void.
(c) Developer will provide patches and bug fixes for any bugs or issues included in the scope of this contract and correct any technical and typographical errors attributable to Developer reported within the grace period of no more than 14 days following the date of project completion as defined by the date the Client signs off on the deliverables. All bug fixes or errors outside of the project scope or after the grace period are the responsibility of the Client.
Developer reserves the right to charge a reasonable fee for correction of errors for which Developer is not responsible, including, but not limited to modifications made by Client or authorized third party, malicious modification of the Website by a third party and typographical errors contained in materials provided to Developer by the Client. Developer also reserves the right to not fix any such errors upon conclusion of the project.
Ongoing maintenance and technical support are not included in this contract and are the responsibility of the Client.
(d) All services described herein are to be performed by Developer in accordance with the most commonly accepted standards and practices of the Web Services Industry. Developer will use the most universally accepted website design technologies to satisfy the broadest market possible so that pages rendered will look and act the same on over 95% of all web browsers in use at any given time. However we cannot guarantee the display of pages on outdated versions or obscure web browsers.
(e) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, DEVELOPER MAKES NO WARRANTIES WHATSOEVER. DEVELOPER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
11.1 By Client. Client agrees to indemnify, save and hold harmless Developer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Developer shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) Developer provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Developer in providing such assistance.
11.2 By Developer. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Developer agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Developer’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that (a) Client promptly notifies Developer in writing of the claim; (b) Developer shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Developer with the assistance, information and authority necessary to perform Developer’s obligations under this section. Notwithstanding the foregoing, Developer shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Developer.
11.3 Performance Liability. Developer does not warrant that the functions supplied by Web pages, consultation, advice, or Internet Web site will meet the Client’s requirements, expectations of traffic, or resulting business, or that the operation of Web pages will be uninterrupted or error-free. Developer takes no responsibility for the functionality or maintenance of the Website after the project has been completed. The entire risk as to the quality and performance of the Web pages and Web site is with Client.
Developer does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not Developer who determines whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all.
11.4 Backups. Developer maintains internal backups of active project code and design files. This backup system is not intended as a solution for the Client, rather as a code archive through the duration of this Contract. While the Developer backup system is fully redundant, it is not guaranteed and does not support any content produced by the Client. The Client is solely responsible for the Backup and Restoration of the Finished Product(s) and any associated data.
11.5 Security. Although Developer makes every effort to provide secure Finished Product(s), due to the nature of rapidly advancing technology, Developer can in no way guarantee that the Finished Product(s) will not be subject to security breaches. Developer recommends the use of strong passwords and the observance of standard security practices. In order to minimize the chances of security violations, systems should be updated often. The Client is solely responsible for tracking software updates. Any updates during the life of or after the expiration of the Contract can be negotiated as an addendum to this Contract or as an additional Contract.
11.6 Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF DEVELOPER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DEVELOPER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DEVELOPER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF DEVELOPER. IN NO EVENT SHALL DEVELOPER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY DEVELOPER, EVEN IF DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. TERM AND TERMINATION
12.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
12.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:
(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
(c) Nonpayment of Developer’s compensation after 20 days written demand for payment.
(d) Developer has reason to believe that the Client, their website, or any material is illegal, immoral or otherwise unacceptable.
(e) Client is abusive, belligerent, uncooperative or otherwise obstructive to the progress of the project
(f) Client fails to respond to Developer within 10 days of initial contact attempt.
12.3 In the event of termination, Developer shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Developer or Developer’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation. .
12.4 In the event of termination by Client and upon full payment of compensation as provided herein, Developer grants to Client such right and title as provided for in this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.
12.5 In instances where Client has failed to respond to Developer within 10 day of initial contact attempt, at any time during the project, that Client shall be considered idle and their project shall no longer be a priority until further notice. Developer also reserves the right to terminate any and all work obligations and contracts agreed to by that Client if they fail to respond within 10 days. Developer reserves the right to require the balance of the Project be paid in full before reinstating work on an idle Project.
12.6 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
13.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that Developer’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
13.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
13.3 Point of Contact. Developer will require one point of contact during the Contract for clarifying requirements for design, key features, usability and maintenance issues. Developer requires this person be available to answer questions arising from the project within 24 hrs on workdays (subject to reasonable exceptions), and to have authority to make design, functionality, and related decisions regarding the project
13.4 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
13.5 Ownership. Developer will provide a Finished Product(s) to the Client in the form of source, rendered and asset files. These files become the exclusive property of the Client upon final payment has been received by Client. However these files are partially based on a non-exclusive code base created and maintained by Developer and in some cases existing code was used to help create the deliverables. Such code and other underlying technologies do NOT become the property of the Client, only the Finished Product(s). In addition, the Finished Product(s) may depend on code and other third party utilities that are the property of their respective owners. No rights to these dependencies is expressed or implied. Additional licensing may be required with third party assets.
The custom code provided by Developer which provides the extended functionality of the website, will remain the copyright of Developer. Client will be granted a license to use it on one domain only. Developer copyrighted and/or licensed components may not be used on more than one domain without the Developer’s written permission.
The rights granted to Client are for the usage of the Final Art in its original form only. Client may not crop, distort, manipulate, reconfigure, mimic, animate, create derivative works or extract portions or in any other manner, alter the Final Art.
Developer retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Developer within thirty (30) days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Developer
13.6 Force Majeure. Developer shall not be deemed in breach of this Agreement if Developer is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Developer or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Developer’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Developer shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
13.7 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Virginia without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Virginia. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Developer will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Developer shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
13.8 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
13.9 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
13.10 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement.