HOOX CUSTOM LANDING PAGE AGREEMENT
PLEASE READ THIS CUSTOM LANDING PAGE AGREEMENT CAREFULLY. BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE SIGNIFYING YOUR AGREEMENT TO BE PRESENTLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD SIGNED THE AGREEMENT PERSONALLY. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK ON THE “ACCEPT” BUTTON. YOU REPRESENT THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND LAWFULLY ABLE TO ENTER INTO LEGALLY BINDING AGREEMENTS. IF YOU ARE SIGNING THIS AGREEMENT ON BEHALF OF A COMPANY OR ENTITY, YOU HEREBY REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT COMPANY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT
This agreement is effective as of the date that its terms are accepted (the “Effective Date”) and is between Hoox Holdings, LLC (“Company”), and you, the person or entity listed on the checkout page (“Client”). Company and Client are sometimes referred to herein collectively as “Parties” and individually as a “Party.”
A. WHEREAS, Company designs landing pages for use on the Internet’s Web;
B. WHEREAS, Client desires Company to design a landing page for Client;
C. WHEREAS, Client shall pay Company a fixed fee for conceptualizing and developing Client’s Landing Page;
NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:
Article I. Definitions.
“Agreement” means this written agreement between Company and Client.
“Derivative Work” means any modifications made to any computer source code, object code, or HTML code.
“Domain Name” is the alpha-numeric name associated with Client’s Website, web pages or electronic mail.
“HTML Code” means hypertext mark-up language, which is the language commonly used for developing the appearance of websites.
“Intellectual Property Rights” means:
(a) Rights in any patent, copyright, trademark, trade dress, and trade name;
(b) Related registrations and applications for registration; and
(c) Trade secrets, know-how and goodwill.
“Landing Page” means a web page designed to direct traffic to Client’s Website.
“Website” means all web pages and domain names associated with Client and its products or services, and which are stored on the Company's server.
Article II. Landing Page Development.
(a) Client will provide to Company a completed onboarding questionnaire (the “Onboarding Questionnaire”) that will allow Company to develop the Landing Page(s), including Client-supplied images, graphics, and videos, and the functionality Client desires on its Landing Page. Client shall be solely responsible for providing Company with any images, graphics, and videos to be incorporated. For purposes of clarity, Company shall not develop media, branding, or visual identity assets and shall not implement any new functionality for Client’s Website. The specific services provided by Company are set forth in the attached Schedule A, which is incorporated herein by reference.
(b) Draft Pages. Company shall prepare a draft Landing Page (the “Draft Page”) by reviewing the Client’s Onboarding Questionnaire and consulting with Client in order to propose two (2) alternative options for the Landing Page design. Client shall inspect the Draft Page alternatives and shall either approve one or reject both and request up to two (2) rounds of revisions, and the Draft Page shall not become a final landing page (“Final Page”) in the absence of the Parties’ mutual written assent. If Client requests additional revisions to the Draft Page, Company may assist Client with the preparation of additional Draft Pages (“Additional Draft Pages”), and Client shall compensate Company at the rate of one hundred and fifty dollars ($150.00) per hour for Company’s preparation of Additional Draft Pages.
(c) Final Page. When the Parties have mutually agreed upon the design of the Final Page, then Company shall undertake to develop the desired Landing Page according to the specifications contained therein. Client hereby expressly represents that by approving the Final Page, the specifications contained therein shall be deemed complete and accurate.
(d) Services and Functionality. Company shall provide certain services and functionality for Client’s Landing Page according to the tier of service Client selected through the checkout page of Company’s website. The services and functionality that correspond to each tier are set forth in the attached Schedule A.
(a) Method. Company shall create the code underlying Client’s Landing Page in accordance with the Final Page and CGI. For purposes of Clarity, Company shall not develop, code, or implement any widgets or other interactive functionalities for Client’s Website.
(b) Project Management. The Parties recognize that Client’s participation in all phases of the development of the Landing Page is essential. As such, the Company shall use his/her best efforts to complete the project on schedule, pending prompt client feedback. Without limiting the foregoing, Company shall not be responsible for delays caused by Client’s failure to timely provide feedback or other materials reasonably requested by Company, and all Company obligations and due dates shall be extended to accommodate Client’s actions and/or requests for changes. If Client does not provide notification of approval or disapproval of any Draft Page or other deliverable within ten (10) business days, the project will be deemed complete, and the Company shall not be obligated to fulfill any further services hereunder.
(c) Pre-Final Version Modifications.
(1) Additional Development Time. If the Parties agree that Company will develop Additional Draft Pages, those Additional Draft Pages shall expressly include an additional amount of time, if any, for the development of Client’s Landing Page as a result of the accepted modifications, and the delivery schedule shall be delayed by the same amount of time. When such modifications are necessary for Company to continue working on the development project, and when no other coding can be done during the interim, the delivery schedule shall also be delayed by the amount of time between when such modifications are first proposed until the time when they are agreed upon by both Parties.
(2) No Liability Against Company for Delay. The types of delay enumerated in 220.127.116.11 above shall not result in the imposition of any set-off, liquidated damages, penalty or other liability against Company during that additional period of additional development time.
(3) Modifications Following Approval. If Client has approved or failed to provide feedback within two (2) business days of Company’s completion of any stage of development of a Draft Page, then any changes requested by Client and approved by Company shall be implemented by Company at the rate of one hundred and fifty dollars ($150.00) per hour, and all Company obligations and due dates shall be extended to accommodate Client’s actions and/or requests for changes.
II.3. Deliverables. Company’s delivery of Client’s Final Page shall consist of Company’s posting of Client’s Landing Page to Company’s Internet server.
II.4. Fees and Payment. Client agrees to pay to Company the total amount stated on the checkout page of Company’s website that linked to this Agreement or invoiced amount for any and all work performed by Company between the time of Client’s submission of the Onboarding Questionnaire to Company and until the time of completion of the Final Page (the “Fee”). Payment is due contemporaneously with Client’s execution of this Agreement and shall be considered payment earned upon receipt and non-refundable as of the Effective Date. The Fee is not consideration for any other services provided by Company to Client, and additional fees shall be paid by Client to Company for other services.
II.5. Copyright and Intellectual Property Ownership.
(a) Company’s Retained Rights.
(1) Works Created by Company. Client expressly recognizes that it is not the author or owner of any CGI, HTML Code, graphics or data provided to Client by Company, nor their attendant Intellectual Property Rights, where such CGI, HTML Code, graphics or data was created or acquired by Company prior to the Effective Date of the Agreement (“Company’s Toolset”). The Parties expressly recognize that Company’s work on the Landing Page, except for Company’s Toolset, has been specially ordered and commissioned by Client as a contribution to a collective work, supplemental work or such other category of work as may be eligible, to the greatest extent available under the law, for treatment as a “work made for hire.” Client shall be deemed the sole author of the Landing Page, its contents, any work embodying or derived from any portion of the Landing Page, and their attendant Intellectual Property Rights, except for Company’s Toolset. To the extent that the Landing Page is not properly characterized as a “work made for hire,” then Company hereby irrevocably grants, assigns and otherwise transfers exclusively and in perpetuity to Client, its successors and its assigns, all rights of Company in the Landing Page whatsoever, except for Company’s Toolset, now existing or hereafter discovered, in all media and forms of expression. Company also hereby irrevocably grants, assigns and otherwise transfers non-exclusively and in perpetuity to Client, its successors and its assigns, the right to reproduce Company’s Toolset, to prepare Derivative Works therefrom, to publicly perform or to publicly display Company’s Toolset.
(2) Preliminary Materials. Notwithstanding anything set forth herein to the contrary, any Draft Pages or other Company work product other than the Final Page shall remain the property of Company.
(b) Client’s Retained Rights.
(1) Works Created by Client. Client shall be deemed the author and owner of Client’s Domain Name and its attendant Intellectual Property Rights; Client’s uniform resource locator, if any, and its attendant Intellectual Property Rights; and any graphics or data provided by Client that are incorporated into the Landing Page or any work embodying or derived from any portion of the Landing Page.
(2) Reproduction, Derivation, Performance and Display Rights of Company’s Works. Company expressly grants, assigns and otherwise transfers non-exclusively and in perpetuity and irrevocably to Client, its successors and its assigns, the right to reproduce, make Derivative Works, publicly perform or publicly display the portions of the Landing Page deemed to be Company’s intellectual property as per Section 2.5(a)(1). Company does not assign to Client the right to sublicense the portions of the Landing Page deemed to be its intellectual property, nor any portion thereof.
Article III. Warranties.
Company confirms and warrants that:
III.1. Company’s Power to Enter Agreement. Company has the right to enter into this Agreement and to grant the rights granted in it.
III.2. Company’s Good Faith Performance. Company shall, in good faith, comply with the terms of this Agreement.
III.3. Landing Page Design.
(a) Company is Sole Creator. Company is the sole creator of any Landing Pages designed by Company, except for those graphics and data supplied by Client, and that neither Company’s work nor entering into this agreement will impair or violate anyone else’s Intellectual Property Rights. Landing Page Shall Function with Many Browsers.
(b) The Landing Page shall be prepared in a workmanlike manner, and the Landing Page will function in conjunction with properly configured web browsers including, but not limited to, Firefox, Chrome, Safari, and Edge.
Article IV. Disclaimers.
(a) Warranty Disclaimer. The goods and services provided by Company are provided “AS IS”, WITHOUT WARRANTY OF ANY KIND TO CLIENT OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY OR MERCHANTABILITY OF THE FINAL SITE; 2) FITNESS FOR A PARTICULAR PURPOSE, LICENSEE’S PURPOSE OR SYSTEM INTEGRATION; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY OF INFORMATIONAL CONTENT; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; 8) TITLE; 9) MARKETABILITY; 10) PROFITABILITY; 11) SUITABILITY; AND/OR 12) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. CLIENT AGREES THAT ANY EFFORTS BY COMPANY TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY COMPANY WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Without limiting the foregoing, and for the purposes of clarity, Company makes no representations or warranties regarding, and is not responsible for, the profitability or marketing performance of the Final Page or Client’s Website or Landing Page.
(b) Limitation of Liability. CLIENT AGREES THAT COMPANY SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. MODIFICATIONS MADE TO CLIENT’S LANDING PAGE OR WEBSITE BY CLIENT OR ANY THIRD PARTY VOIDS ANY REMAINING EXPRESS OR IMPLIED WARRANTIES. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Client. In such jurisdictions, Company’s liability is limited to the greatest extent permitted by law.
IV.2. Company Not Liable for Delays or Defaults. Company shall not be liable for delays or defaults in furnishing goods or services hereunder, if such delays or defaults on the part of Company are due to:
(a) Acts of God or of a public enemy;
(b) Acts of the United States or any state or political subdivision thereof;
(c) Fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes;
(d) Embargoes, epidemics, pandemics or quarantine restrictions;
(e) Shortage of goods, labor strikes, slowdowns, differences with workmen or labor stoppages of any kind;
(f) Delays of supplier or delay of transportation for any reason;
(g) Causes beyond the control of Company in furnishing items or services including, but not limited to, breakdown or failure of machinery or equipment, or delay in Client reporting problems or furnishing information or materials.
Acceptance of delivery of goods or services shall constitute a waiver and release of Company by Client for any claim for damages, setoff, discount or other liability on account of delay.
IV.3. Third Party Transactions at Client’s Peril. Company does not make any express or implied warranties, representations or endorsements to Client or any third party whatsoever with regard to any information, products or services provided through Company and obtained or contracted for over the Internet, including, without limitation, warranties of: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT 7) QUIET ENJOYMENT; AND 8) TITLE. Company shall not be liable to Client or any third party for any cost or damage arising either directly or indirectly from any transaction involving third parties’ information, products or services. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Client. In such jurisdictions, Company’s liability is limited to the greatest extent permitted by law.
IV.4. Downloading of Data or Files at Client’s Peril. The Parties expressly recognize that Company cannot and does not guarantee or warrant that files available for downloading through Company will be free of infection, viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. Client agrees that it shall be solely responsible for implementing sufficient procedures to satisfy Client’s particular requirements for accuracy of data input and output, and for maintaining a means external to Company for the reconstruction of any lost data. The Parties also expressly recognize that the Internet contains unedited materials, some of which are unlawful, indecent, or offensive to Client, and access to such materials by Client is done at Client’s sole risk.
Article V. Termination.
V.1. Termination by Company.
(a) No Cause. Company reserves the right to, and Client agrees that Company may, terminate any and all services to Client for no cause and without any reason upon seven (7) days’ notice.
(b) Cause. Company reserves the right to, and Client agrees that Company may, cancel this Agreement and terminate any and all services to Client immediately, and without prior notice, in the event that Client fails to fulfill any material obligation contained in this Agreement.
V.2. Post-Termination Rights.
(a) Fees Owed to Company. After termination by any Party for any reason, Company shall retain the right to recover all accrued charges due and owing by Client to Company though the date of termination, and Client agrees that it waives any right it may have against Company to offset fees payable by Client to Company.
(b) Client’s Continued Indemnification. Client’s indemnification of Company under Article VII below shall survive any termination of this Agreement.
Article VI. Confidentiality, Privacy, Security, Non-Competition and Non-Solicitation.
(a) The Parties recognize that each shall come into possession of information that comprises valuable trade secrets and other confidential information (“Confidential Information”) which is owned by the disclosing Party. Both Parties expressly recognize that Confidential Information is being conveyed to them under conditions of confidentiality, and agree that they shall not disclose Confidential Information to any third party during the term of this Agreement, and for a period of two (2) years following the termination or expiration of this Agreement. The Parties may, however, disclose Confidential Information only to their employees who need to know Confidential Information in order to assure the Parties’ compliance with the other terms and conditions of this Agreement. The Parties agree to keep Confidential Information in strict confidence and only use the disclosing Party’s Confidential Information for purposes of performing its obligations under this Agreement, and shall not otherwise use the information for its own benefit or for the benefit of any third party. The receiving Party shall treat the Confidential Information with at least the degree of care and protection with which it treats its own proprietary and confidential information of a like nature, but in any event with no less than reasonable care and protection.
(b) The Parties also shall not use each other’s Confidential Information other than as permitted by law, rule, regulation, code provision, policy or procedure, and each Party shall use its best efforts to: (i) cause its agents and employees to be informed of and to agree to be bound by applicable data privacy laws, rules, regulations, codes, policies or procedures; and (ii) maintain physical, electronic and procedural safeguards reasonably designed to protect the confidentiality and integrity of, and to prevent unauthorized access to or use of, Confidential Information.
(c) Confidential Information shall not mean any information that: (a) is known to the receiving Party at the time of disclosure by the disclosing Party; (b) is developed independently by the receiving Party without use of the disclosing Party’s Confidential Information; (c) is within, or later falls within, the public domain without breach of this Agreement by the receiving Party; (d) is publicly disclosed with written approval of the disclosing Party; or (e) becomes lawfully known or available to the receiving Party without restriction from a source having the lawful right to disclose the information without breach of this Agreement by the receiving Party. The receiving Party shall have the burden of proof as to establishing by competent evidence any of the exceptions set forth in this Section 6.1(c). In the event the receiving Party is legally requested or compelled in any form to disclose any of the disclosing Party’s Confidential Information, the receiving Party, unless prohibited by applicable law, shall provide the disclosing Party with prompt written notice of such request, so that the disclosing Party may seek a protective order or pursue other appropriate remedies to protect the confidentiality of its information. If such protective order or other remedy is not obtained, the receiving Party will furnish only that portion of the Confidential Information which the receiving Party, upon the opinion of its counsel, is legally required to furnish.
(d) Upon any termination, cancellation, or rescission of this Agreement, or upon the request of the disclosing Party at any time, the receiving Party shall either (i) surrender and deliver all Confidential Information of the disclosing Party, including all copies thereof; or (ii) destroy the Confidential Information and all copies thereof and, upon disclosing Party’s request, certify the destruction to the disclosing Party within one (1) month following the request.
(e) The Parties acknowledges and agree that in the event of a breach or threatened breach of this Article VI, the disclosing Party may not have an adequate remedy at law and shall therefore be entitled to seek to enforce any such provision by temporary or permanent injunctive or mandatory relief obtained in any court without the necessity of proving damages, posting any bond or other security, and without prejudice or diminution of any other rights or remedies which may be available at law or in equity.
Article VII. INDEMNIFICATION.
Client agrees to indemnify, defend, and hold Company, along with Company’s affiliates, officers, directors, employees, subsidiaries, parent, agents, and permitted assigns, harmless against any and all third-party claims losses, liabilities, damages, expenses, and costs, including reasonable attorneys’ fees and court costs, to the extent arising out of Client’s (i) negligence or willful misconduct; or (ii) material breach of any of the terms of this Agreement. Company will provide Client with prompt written notice of any claim and give complete control of the defense and settlement to Client and shall reasonably cooperate with Client, its insurance company, and its legal counsel in the defense of such claim(s), at Client’s expense. Client may not settle any potential suit hereunder without Company’s prior written approval (not to be unreasonably withheld, conditioned, or delayed).
Article VIII. Remedies.
The failure of either Party to seek relief for the other Party’s breach of any duty under this Agreement, shall not waive any right of the non-breaching Party to seek relief for any subsequent breach.
Article IX. GOVERNING LAW AND JURISDICTION.
This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws principles. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in New York County, New York. Both parties hereby submit to the exclusive jurisdiction and venue of any such court. The rights and remedies of the parties as set forth in this Agreement are not exclusive of any other rights and remedies to which they may be entitled under law or contract.
Article X. Entire Agreement.
This Agreement and supersedes any and all other agreements, either oral, electronic or in writing, between the Parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the Parties with respect thereto. This Agreement may be amended or modified only in writing, and shall be effective only after affixation of both Parties’ signatures by authorized representatives.
Article XI. Severability.
If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions shall remain valid and unimpaired, and shall continue in full force and effect.
Article XII. Relationship of the Parties.
Company and its employees, contractors, and personnel performing any services on behalf of Client under this Agreement are independent contractors and not employees of Client. Neither Party is an agent of the other and neither Party shall have any right or authority to make any contract, sale or other agreement in the name of, or for the account of the other Party, or to make any representation, or to assume, create or incur any obligation or liability of any kind, express or implied, on behalf of the other Party. Each Party will be responsible for any applicable payment and withholdings of any salary, benefits, incentives, and any other compensation or taxes relevant to its personnel. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents.
Article XIII. Assignment.
This Agreement and any performance or obligations hereunder may not be assigned or transferred by either Party without the prior written consent of the other Party.
Article XIV. Fees and Expenses.
If either Party institutes an action to enforce this Agreement or any of its terms, the prevailing Party shall also be entitled to recover all of its costs, expenses and reasonable attorneys’ fees.
Article XV. Cumulative Remedies; Binding Effect.
Except as otherwise provided herein, if either Party breaches this Agreement, the non-breaching Party shall have the right to assert all legal and equitable remedies available. This Agreement will inure to the benefit of and be binding upon the Parties, their successors, administrators, heirs, affiliates and permitted assigns.
Article XVI. ELECTRONIC ACCEPTANCE.
Upon clicking on the “Accept” or “I Agree” button, Client has read and accepts the terms of this binding Agreement between Company and Client.
Landing Page Services and Features
Each Page Includes:
- Wireframing - Mobile and Desktop
- Copywriting (2 Rounds of Review)
- UI Design (2 Rounds Review) with Existing Brand Guidelines and Assets
- Development on Unbounce, Replo or Webflow
- Up to 8 Sections
- BYOB Functionality
- Slide-Out Cart Functionality
- Upsell Functionality
- Cross-Sell Functionality
- Simple Form & Pop-Up Functionality
- CRM & Analytics Integration