Web Ready Program Services Agreement
Effective March 31, 2017.
Thank you for choosing the Web Ready Program to build your law firm’s new website. If you have any questions regarding the terms and conditions (the “Terms and Conditions”) set forth in this Web Ready Program Services Agreement (the “Agreement”), please email us at email@example.com.
1. Terms and Conditions. This Agreement, and the Terms and Conditions set forth herein, govern and control our provision of services and the relationship between you (“you” or “Client”) and Digadept LLC d/b/a Adept Digital, thisbusinessoflaw.com (“we”, “us” or "Adept"). You and Adept may be referred to herein collectively as the “parties” or individually as a “party”. By using Adept’s website(s), control panel, tools, coaching or consulting services, support, network and/or any other aspect or part of its infrastructure, or otherwise by using, participating in or authorizing the Web Ready Program, you accept and agree to be bound by this Agreement and the Terms and Conditions. Adept reserves the right to update, amend or change the Terms and Conditions. Any services to be performed after the date of any such change in terms will be subject to the amended Terms and Conditions.
2. Web Ready Program. Adept’s Web Ready Program is an excellent and cost-effective way for law firms to build their websites. As used in these Terms and Conditions, “Web Ready Program” refers to the service package described herein for the design and construction of one (1) website for general business use by your law firm (the “Site”). Each Web Ready Program account includes one (1) Site built in accordance with these Terms and Conditions and twelve (12) months of ongoing services as described below. The scope of the services included in the Web Ready Program shall be as expressly set forth and limited herein and may be referred to herein as the “Services”. Adept shall not be responsible for any services outside the scope of the Services expressly described and set forth in this Agreement unless, and only to the extent that, you and Adept subsequently agree in writing.
3. Web Ready Program Fees. Client agrees to pay the following fees in consideration of use of and participation in the Web Ready Program.
a. Set-Up Fee. Client shall pay a fee in the amount of $595.00 as an up-front and one-time payment for the design and construction of Client’s Site (“Set-Up Fee”). Payment of the Set-Up Fee is due on the date on which Client signs up for the Web Ready Program (the “Start Date”). Services under the Web Ready Program will not begin, and Client will not be entitled to any Services (including the Site), until Client has paid the Set-Up Fee.
b. Ongoing Service Fee. Client shall pay a monthly fee in the amount of $99.00 per month (the “Ongoing Service Fee”) for a period of twelve (12) months following the Start Date (the “Initial Term”). Payment of the Ongoing Service Fee will begin one month after the Start Date and continue for the remainder of the Initial Term, with each subsequent payment due and payable on the same calendar day of the following month. As an example, if the Start Date is May 5, then the first payment of the Ongoing Service Fee is due on June 5 and subsequently on July 5, August 5, etc. The Ongoing Service Fee is due regardless of whether you launch your Site. In exchange for payment of the Ongoing Service Fee, you will be entitled you to the ongoing services described below.
c. Subsequent Fees. Upon expiration of the Initial Term, if Client desires the continued use and hosting of the Site, Client agrees to pay Adept’s then-current fees for such services on a monthly basis or as otherwise required by Adept.
d. Payments. Client agrees and authorizes Adept to automatically debit or charge the debit or credit card on file for the Set-Up Fee and each installment of the Ongoing Service Fee. Client agrees to provide an active debit or credit card number on or before the Start Date for such payments, and will update such information as needed or requested by Adept to keep all payments up-to-date. Client also hereby authorizes Adept to make such automatic payments or to otherwise debit or charge the card on file. Client shall complete or execute any documents, forms or authorizations requested by Adept for such purposes. Alternatively, Adept may provide written invoices to Client on a monthly basis or such other time frame as it elects. Client shall pay any invoices within fifteen (15) days of the date of each such invoice. If and each time any payment by Client fails or is not approved or successful for any reason, Client agrees to provide an alternate form of payment upon demand by Adept and to pay a $25.00 administrative fee in addition to all other sums then due.
e. Taxes. In the event that any taxes, including sales, service, excise or otherwise, are or become due in conjunction with the Services, Client agrees to be responsible for and to pay the same. Client agrees that Adept may either charge the credit or debit card on file for Client or may invoice Client for such taxes, in which event Client will pay the full amount due within fifteen (15) days of the date of each such invoice.
4. Services. As noted above, the Web Ready Program offers your law firm a budget-friendly way to build a website. The Services in the Web Ready Program have been designed and are offered with that goal in mind. As such, the Services will be limited to the development of the Site in accordance with the following terms as well as the ongoing services described below.
a. Site. Adept will build the infrastructure of the Site for Client in accordance with these Terms and Conditions. The Site will be built on the WordPress CMS and include the following plugins: (i) Yoast SEO; (ii) W3 Total Cache; and (iii) Gravity Forms. Adept makes no representation or warranty with respect to any third-party services or plugins.
b. Pages. The Site will consist of the pages listed below. If Client would like additional pages included in the Site, Client will provide a written request to Adept and will pay a fee in the amount of $49.00 for each additional page. Any such fees may be charged to the credit or debit card of the Client on file with Adept or may be billed by invoice in accordance with Section 3.c.
i. Home. This is the primary page for the Site and can be reached by typing your registered uniform resource locator (“URL”) into a web browser.
ii. About/Attorney Bio. This page will include basic personal and historical information about you and your firm.
iii. Practice Areas. The Web Ready Program includes up to six (6) practice areas.
iv. Blog/Resources Landing Page. This is the primary page for the blog and/or resources page for your Site.
v. Blog Post Page. The Site will include the capability for each blog post to be its own page under the Blog/Resources Landing Page.
vi. Contact. This page will include the contact information of your law firm and will include a “contact us” tool for visitors of the site to submit a contact request.
c. Site Functionality: The Site will include the following functionality: (i) integration of Google Analytics; (ii) one contact form with notifications to Client’s designated email; (iii) integration of social media profiles; (iv) Site search functionality; and (v) blog categories that mirror Client’s chosen practice areas, as well as one “News” category.
d. Development Process: The following is the process for the design, build and launch of the Site. Because the exact process and time line of design, build and launch will vary on a case-by-case basis based on Client response times and cooperation and other factors beyond Adept’s control, the process listed below is not a representation, warranty or promise and Client acknowledges that reasonable variations may occur.
i. Client completes the onboarding/intake form and design decisions form, and provides all items requested. Adept may request as much information, in as many occurrences, as it deems reasonably necessary.
ii. Adept builds first iteration of Client’s Site.
iii. Adept and Client schedule 15-minute call to go over the first iteration of the Site and review how to populate the Site's content.
iv. Client populates the Site with all required content.
v. Client provides requested changes in one document.
vi. Adept will make the final changes to the Site as requested by Client, and deliver Site to Client for final approval.
vii. Client gives final approval of the Site for launch.
viii. Adept provides 30-minute training call with Client.
ix. Adept launches the Site for Client and provides access to the Web Ready Client Portal. Adept does not guaranty or warranty that the Site will be launched unless and until subparagraphs i. through viii. of this Section 4.d. are successfully completed.
e. Training and Support: Client will receive one 15-minute call to discuss the first iteration of the Site and one 30-minute training call and access to the Web Ready Client Portal which provides training videos on WordPress and other resources.
f. Creative Limitations and Control. Client acknowledges that the Site will not be built “from scratch” by Adept but will be developed using a template and with certain fonts, designs, layouts, widgets and other creative aspects as offered on a limited basis by Adept. As such, Client acknowledges that (i) there will be design and other similarities between its Site and the websites of other customers of Adept developed using the Web Ready Program, (ii) there will be certain limitations on the potential design and layout of the Site as well as the functionality of the Site based on the programs and tools used to build the Site and the components that are available for inclusion in the Site, (iii) Adept cannot accommodate all of your requests regarding the design, layout and content of the Site, but will endeavor to incorporate your requested creative preferences, if within the general confines of the services and packages offered by Adept in the Web Ready Program; and (iv) Adept retains and reserves final creative control and approval with respect to the design and structure of the Site, but will endeavor to incorporate into the Site the Client’s creative preferences, if within the general confines of the services and packages offered by Adept in the Web Ready Program. Any use by Adept in building the Site and completing the Services of any information, content, directions or creative preferences requested or provided by Client will not be deemed or construed to be representations, warranties or agreements by Adept of any kind, including that the same are in compliance with applicable Laws (as defined herein) or the rights of any third parties. If at any time, Client is dissatisfied with the Services or the Site, your sole remedy is to terminate this Agreement in accordance with Section 10.
g. Ongoing Services: The Web-Ready Program includes ongoing services during the Initial Term, for which Client agrees to pay at the rate of $99 per month for 12 months. This recurring payment includes hosting, weekly backups of the Site, monthly Site updates including WordPress, themes, and related plugins. Adept will be available once a month during the Initial Term for a period of thirty (30) minutes for purposes of consulting on the foregoing and addressing questions and concerns. Client may terminate the ongoing services prior to the expiration of the Initial Term, but Client will be responsible for the remaining balance of the Ongoing Services Fee upon cancellation, as provided herein below. Furthermore, if the ongoing services are terminated prior to the completion of the Initial Term, any Services which may be due from Adept as ongoing services will immediately cease, including the hosting of the Site. Adept will not be obligated to provide services after the expiration of the Initial Term unless and until Client agrees in writing to comply with Adept’s then-current terms and conditions with respect thereto, including Adept’s then-current fee structure.
h. Services Limitations. The scope of the Services is limited to the services expressly set forth herein and Adept will not be responsible for additional services unless agreed in a subsequent writing by Adept. Any additional assistance, including any calls or communications not covered within the scope of the Services, will be billed to Client in 15-minute increments at a rate of $95 per hour. With respect to the ongoing services, Client acknowledges and agrees that the ongoing services consist of and are limited to consulting regarding the technical logistics and components of the Site. After launch of the Site, Client is responsible for uploading and posting all content to the Site. Client is also responsible for all interactions with users of the Site. In no way is Adept responsible for maintaining or posting content after launch of the Site or for interactions with the public or users. Furthermore, the Services, including the ongoing services, are not advertising or business development services. Client is solely responsible for finding, attracting and retaining clients of its law firms and Adept is in no way responsible for the same.
5. Client Responsibilities, Representations and Warranties: Client is responsible for the following, and Client represents and warrants as follows:
a. Content. Client is responsible for providing all content for use on and in conjunction with the Site, including copy, blog posts, photography, images, whether stock or otherwise, and all links on the Site. Client is responsible for all content posted to the Site and for all activity that occurs in conjunction with the Site, including use by any third parties and any content posted by third parties. Client represents and warrants that Client owns and/or has lawful right to use and post all content used on the Site. Client will deliver any content to be uploaded or incorporated by Adept into the Site in such format as requested by Adept. Client is responsible for posting content after launch of the Site.
b. Domain Name. Client must own and control the domain name of the Site and must provide evidence that Adept deems reasonably satisfactory to provide such ownership and control prior to building the first iteration of the Site. Client is responsible for registering, maintaining and securing any domains owned or used by the Client and any costs incurred as a result. Client represents and warrants that the domain(s) used in conjunction with the Site will be owned and maintained by Client. Adept will need access to your properly registered domain to launch the Site, but will have no liability or responsibility with respect to the domain you use or intend to use in any manner. If you have any questions regarding registering your domain name, Adept will attempt to answer the same.
c. Non-Infringement of Third-Party Rights. Client is responsible for complying with and for refraining from infringing upon any rights of third parties. This will include any third-party software, tools or plug-ins used in conjunction with that Client uses, incorporates, involves, implicates or associates with respect to the Site. Client represents and warrants that none of the content provided or used by Client will, and that the Site and Client’s use of the Site will not, infringe or in any way violate the rights of any third parties.
d. Compliance with Laws. Client will be responsible for complying with, and represents and warrants that Client will comply with, all applicable laws, rules, regulations, codes, orders and decrees (collectively, “Laws”), including, without limitation, the Copyright Act of 1976 as amended.
e. Additional Requirements. Client will be responsible for complying with, and represents and warrants that Client will comply with, the following:
i. Client will not use the Site or any of the Services or Deliverables for any unlawful or unauthorized purpose;
ii. Client will not post any content to the Site or cause, permit or authorize any content to be posted to the Site except in accordance with this Agreement;
iii. Client will not cause, permit or authorize any spyware, malware, worms, Trojan horses, viruses, spam, pornography, gambling, scams, malicious software or e-mails or other content that may be deemed by Adept or others to be harmful, offensive or objectionable to be incorporated, uploaded or added to the Site or otherwise become part of the Site through Client’s use of the Site and the Web Ready Program or otherwise to be transmitted, posted, hosted, uploaded or disseminated using Adept’s infrastructure or the Site;
iv. Client will not modify, adapt or hack Adept’s infrastructure or any other website for any reason; and
v. Client will not reproduce, duplicate, copy, sell, resell, license, sublicense or exploit Adept’s infrastructure, the Services, or any aspect or part thereof, without Adept’s prior written approval.
f. Cooperation and Compliance with Policies. Client is responsible for complying with, and represents and warrants that Client will comply with, all policies and rules of Adept with respect to use of its infrastructure, including any website(s), control panel, tools, coaching or consulting services, support and/or network. Adept may adopt. amend or promulgate any such rules and policies at any time and from time to time. Furthermore, Client will cooperate with all reasonable requests of Adept during the process of designing and building the Site. Adept reserves the right to take down or remove, or to require Client to take down or remove, any content on the Site that Adept determines to be in violation with this Agreement. The foregoing notwithstanding, Client is solely responsible for, and Adept is not responsible for and has no liability or responsibility for, ensuring that Client is in compliance with the terms and conditions of this Agreement. Any action or request by Adept with respect to the removal of content from the Site or with respect to Client’s compliance with, or non-compliance with, this Agreement shall not be deemed to create any obligation, responsibility or liability on the part of Adept with respect thereto.
6. Case Study & Client Trademark License. Client agrees to allow Adept to use Client case study information, testimonials, attributable quotes, and the like in Adept promotional materials. Furthermore, Client hereby grants to Adept a non-exclusive, royalty-free license during the term of this Agreement to use Client's name, trademarks, service marks, trade name(s) and logo(s) worldwide, only for the purpose of advertising, promoting and marketing the Web Ready Program or other services of Adept. All goodwill associated with the use of a name, trademark, service mark, trade name or logo shall inure to the owner of such mark. Such license shall be irrevocable for a period of one (1) year from the later of the Start Date or the termination of the Agreement (as may be amended or renewed), after which it may be revoked upon written notice to Adept.
7. Intellectual Property Ownership. To the extent that the Services result in any tangible or intangible work product including, without limitation, source code, plans, reports, works of authorship, content, software (source and object code), designs, formulas and other intellectual property (including all patents, copyrights, trademarks, service marks and all other intellectual property rights) (collectively “Deliverables”) provided to or created for Client, such Deliverables shall be owned by Client and Adept hereby assigns all rights, title and interest in such Deliverables to Client. In the event, however, that any portion of any Deliverable (including the entirety thereof) constitutes a preexisting work or is subject to the rights of a third-party for which Adept may not grant to Client the rights set forth above, then the same shall be excluded from any such assignment by Adept.
8. Warranties & Limitation of Liability. Adept warrants that the performance of services by Adept under these Terms and Conditions will be in a professional and workmanlike manner. EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH IN THESE TERMS AND CONDITIONS, ANY SERVICES PROVIDED BY ADEPT SHALL BE ON AN “AS IS,” “WHERE IS” BASIS, AND ADEPT MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE SERVICES OR ANY WORK PRODUCT OR DELIVERABLES DEVELOPED HEREUNDER, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NEED, ACCURACY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND TITLE, OR ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ADEPT EXPRESSLY DISCLAIMS THE SAME. Without limitation, Adept disclaims any warranties (i) that the Services or Site will comply with specific requirements, (ii) that the Services or use of the Site will be uninterrupted, timely, secure, or error-free, (iii) with respect to results from use of the Site, and (iv) the capacity or bandwidth of the hosting services will comply with any specific requirements or be sufficient for any or all use of the Site. To the maximum extent permitted by applicable law, in no event shall Adept be liable under any legal theory for any special, indirect, consequential, exemplary or incidental damages, however caused, arising out of or relating to this Agreement, including, but not limited to, damages for lost profits, anticipated sales, compensation, reimbursement, good will for expenditures, investments, leases, or any other commitments in connection with the Client’s business or, or damages to third parties, even if such party has been advised of the possibility of such damages. Adept’s liability to the Client under these Terms and Conditions and otherwise with respect to the Web Ready Program shall in no event exceed the total amounts paid or payable to Adept under these Terms and Conditions. No action, regardless of form, arising out of or in connection with the Agreement, these Terms and Conditions or the Web Ready Program (other than an action by Adept for any amount due by Client) may be brought more than one (1) year after the first to occur of (i) the termination hereof or (ii) the event giving rise to such cause of action. In no event shall Adept be liable with respect to any interruption or discontinuance of the Services or any claim or possibility of infringement which is related to (i) Client’s use of the Services or any Deliverable produced by Adept in combination with any process, product or information not developed by Adept, or (ii) information, direction, specification or materials provided by Client or any third-party.
9. Indemnification. Client will save, defend, indemnify and hold harmless Adept and its owners, managers, directors, officers, employees, agents, contractors, representatives, affiliates, parents, subsidiaries, licensors, licensees, successors and assigns (the “Indemnified Parties”) from and against any claims, demands, actions, damages, judgments, obligations, penalties, losses, liabilities (including attributable to bodily injury, disease, death, or damage to or destruction of property (including loss of use thereof)), costs, and expenses, including reasonable attorneys’ fees and court costs (collectively, “Liabilities”), arising out of or in any way resulting from (i) any breach or default in the performance of any obligation on Client’s part to be performed under these Terms and Conditions; (ii) the material falsity, inaccuracy, omissions, or breach of any representation or warranty of the Client set forth herein; (iii) the use or operation of the Site or other Deliverable provided hereunder; (iv) any responsibilities, obligations or liabilities that are expressly or impliedly identified herein as responsibilities, obligations or liabilities of Client (for instance, the responsibility of Client under Section 13 for wrongfully disseminated client information); or (v) any obligations or liabilities of the Client, including tort, contract or otherwise.
10. Termination. This Agreement may be terminated as follows.
a. Termination by Adept. Adept may immediately terminate this Agreement by giving written notice thereof to Client if Client (i) fails to make any payment due hereunder within ten (10) days after the date the same is due or (ii) defaults, breaches or otherwise fails to comply or be in conformance with any other term or condition set forth in this Agreement. Alternatively, in its sole discretion and without waiver of any right of Adept (including the right to terminate), Adept may elect to suspend all services under the Web Ready Program (including Client’s use of the Site) until Client cures all breaches or defaults of this Agreement to Adept’s satisfaction, including payment of any outstanding fees due hereunder. Upon termination of this Agreement as provided in this Paragraph, Adept may immediately or at any time thereafter terminate Client’s use of the Site and remove, deactivate, take down or otherwise cease the existence or use of the Site, and may pursue any legal remedy or recourse available at, under or in law, contract or equity. Any and all remedies available to Adept will be cumulative, and the exercise of one or more will not prejudice or preclude any other remedies.
b. Termination by Client. Client may terminate the Agreement upon thirty (30) days’ prior written notice to Adept. If Client cancels the Agreement prior to the end of the 12-month ongoing services term, Client agrees to pay a termination fee equal to the remainder of the Ongoing Service Fee due hereunder (the “Termination Fee”). By way of example, if there are seven (7) months left in the 12-month ongoing services term, then the termination fee will $693 (7 x $99). Client acknowledges and agrees that such termination fee will constitute compensation of Adept for early termination of this Agreement by Client, and not a penalty. All fees paid prior to the date of termination (including the Set-Up Fee and any installments of the Ongoing Services Fee paid to-date) shall be non-refundable and shall be the sole property of Adept, regardless of whether the Site has been completed or launched.
c. Effect of Termination. Client expressly acknowledges and agrees that the termination of this Agreement shall result in the termination of all Services, including hosting of the Site by Adept. Upon the termination or expiration of this Agreement, such hosting services will cease. In such event, provided this Agreement has not been terminated due to breach or default of the Terms and Conditions by Client, Adept will provide reasonable cooperation with regards to (i) transferring all content of the Site to a medium of Client’s choosing and delivery thereof to Client, (ii) keeping the Site publicly accessible for a period of fifteen (15) days after expiration or termination of the Agreement, (iii) if the transfer requires a change in the Site’s domain name, immediately upon the date that the Site is no longer publicly accessible, and for a period of 1 month thereafter, maintain the Site’s URL and, at such URL, provide 1 page (including a hypertext link) that Client may use to direct its users to its new website or some other URL of Client’s choosing; and (iv) if the transfer does not require a change in the Site’s domain name, reasonably cooperate with Client in assigning a new IP address to the domain name as Client may request and transferring all operations of the Site to a new provider. Except as expressly provided in this paragraph, Adept is not responsible for any information or content on the Site after termination of the Agreement.
d. Survival. Sections 4.f., 5, 6, 8, 9, 11, 12, 13, 14 and 16 shall survive the termination or expiration of this Agreement.
11. Relationship of the Parties. Adept is an independent contractor of the Client. There is and will be no partnership, shareholder, joint venture or other business arrangement inferred by these Terms and Conditions or the Web Ready Program, nor shall either party have any authority to bind the other party to any agreement in any way whatsoever.
12. Communication by Email. Client acknowledges that; (i) Adept, Client, and others involved in the Web Ready Program and the provision of services with respect thereto may correspond or convey documentation via Internet e-mails, unless Client expressly requests otherwise, (ii) no party has control over the performance, reliability, availability, or security of Internet e-mail, and (iii) Adept shall not be liable for any loss, damage, expense, harm or inconvenience resulting from the loss, delay, interception, corruption or alteration of any Internet e-mail due to any reason beyond Adept’s reasonable control.
13. Confidentiality. Adept agrees to treat the Services as confidential. After Client has given final approval of the Site for launch, however, Adept may list Client as a client of Adept, may include a link to the Site on Adept’s website, and may otherwise act in accordance with the Section herein labeled “Case Study & Client Trademark License”. Furthermore, Adept will use commercially reasonable efforts to maintain the confidentiality of any information received by Adept that is designated by Client prior to disclosure to Adept as “confidential” or “proprietary”. Such duty of confidentiality shall continue for a period of one (1) year from the later of the termination of the Services or the launch of the Site, unless otherwise required by applicable Laws. The foregoing notwithstanding, Client acknowledges that transmission of information via the Internet, including through e-mail, is not sufficiently secure for sensitive information, such as confidential information of your clients. As such, you are solely responsible for, and Adept is not responsible for, the interception, dissemination, disclosure or other wrongful use or transmission of any of your confidential or proprietary information, including information of your clients.
14. Notices. All notices and other communications required hereunder must be in writing and will be deemed to have been delivered, given, and received (a) on the date of service if served personally on the party to whom notice is to be given; (b) on the day of transmission if sent via facsimile transmission or email to the facsimile number or email given below, upon receipt of confirmation of transmission; (c) on the next business day after delivery to Federal Express or similar overnight courier with specification of overnight delivery; or (d) on the third business day after mailing by first class mail, registered or certified, postage prepaid, to Client at the contact information provided to Adept at the outset of the Web Ready Program (which contact information must be kept current by Client) or to Adept at the contact information it will provide to Client upon request.
15. Completion Time Frame; Force Majeure. The parties understand and agree that any time line for completion of the Web Ready Program described herein or otherwise discussed by the parties is an estimate or statement of intent only. Adept will endeavor to complete its services due hereunder in as efficient a manner as commercial practicable under the circumstances, including any delays caused by Client. Additionally, Adept will not be responsible for any delay or failure in performance caused by Client or resulting directly or indirectly by acts of nature, forces, or causes beyond its reasonable control (“Force Majeure”), including, without limitation: internet, computer equipment, telecommunication equipment, other equipment, or electrical power failures; labor unrest; riots; insurrections; civil disturbances; fires; floods; storms; explosions; acts of God; war; terrorism; governmental actions; orders of domestic or foreign courts or tribunals; loss of or fluctuations in heat, light, or air conditioning; vendor priorities and allocations; transportation delays; suspension of work for non-payment.
16. Prevailing Party Fees. The prevailing party in any action brought in connection with this Agreement, the Terms and Conditions, the Site or the Services shall be entitled to reimbursement by the non-prevailing party of all reasonable out-of-pocket expenses incurred by the prevailing party (including the reasonable attorneys’ fees, charges and disbursements) in connection with the enforcement or protection of its rights.
17. Additional Terms. Except as otherwise expressly set forth herein, these Terms and Conditions constitute the entire agreement between Client and Adept with respect to the subject matter hereof, and supersede all prior agreements and other communications between the parties. The Terms and Conditions may not be amended, waived, or modified except in a writing signed by both parties. Neither party may assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other party; provided, however, that Adept may subcontract with third parties to perform its obligations with respect to the Web Ready Program. The rights and remedies of the parties are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege with respect to these Terms and Conditions will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. These Terms and Conditions shall be governed and construed and enforced in accordance with the laws of the State of North Carolina without regard to principles of conflicts of law. The parties and any controversy or claim arising out of or relating to these Terms and Conditions shall be subject to jurisdiction in all respects to, and shall be brought, if at all, in the courts of the State of North Carolina, County of Wake. The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the validity or enforceability of any other provision. In the event that any part of the Terms and Conditions is declared by any court or other judicial body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions hereof shall remain in full force and effect.