WEB SERVICES AGREEMENT
This Web Services Agreement ("Agreement") is entered into as of (the "Effective Date") by and between Fitness Marketing Machine, a North Carolina with its principal place of business at 4452 Bravery Pl SW Concord, NC 28027 ("Provider"), and , with its principal place of business at ("Client"). Provider and Client are each a "Party" and collectively the "Parties."
1. Term & Renewal
The initial term of this Agreement begins on the Effective Date and continues for months (the "Initial Term"). Upon expiration of the Initial Term, this Agreement automatically renews for successive one (1) month periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least days before the end of the then-current Term. The Initial Term and any Renewal Terms are collectively referred to as the "Term."
2. Web Service Retainer
Monthly retainer: $/month, which includes up to hours of service per calendar month plus ongoing security and backup services as outlined below.
Provider will perform the Services for the Client website(s) located at and any additional Client websites agreed in writing (). Services for any website not listed will be quoted separately.
Always included (does not count against monthly service hours):
- Weekly site backups — full site files and database
- Monthly security checkups — malware scans, vulnerability checks, and security plugin review
Included in the monthly retainer (up to hours):
- Edits to existing pages, forms, and content
- Plugin, theme, and WordPress core updates
- Routine site maintenance and minor fixes
- General troubleshooting
Billed separately at the hourly rate:
- New design work — new pages, new forms, new templates, new layouts
- New feature builds or custom development
- Any service hours beyond the -hour monthly allowance
Unused service hours do not roll over to the following month. Hourly work above the included allowance is invoiced at the end of each billing cycle.
3. Hourly Rate
Work outside the monthly retainer is billed at $/hour, tracked in -minute increments. This rate applies to all new design work, new feature development, and any service hours that exceed the -hour monthly allowance. Estimates for larger scopes will be provided in writing and approved before work begins.
4. Billing & Payment Terms
The $ monthly retainer is billed in advance on day of each month via automatic payment on file. Any hourly work performed in excess of the included hours is invoiced at the end of the billing cycle and is due net-30. Past-due balances accrue a late fee of % per month (or the maximum amount permitted by law, whichever is less). Provider reserves the right to pause services, including backups and security checkups, if the account becomes more than 30 days past due.
5. Response-Time Service Level Agreement (SLA)
Standard business hours are Monday through Friday, 9:00 AM to 5:00 PM Eastern Time, excluding U.S. federal holidays.
- Standard support requests — acknowledged within business day(s); addressed within business days.
- Emergencies (as defined below) — acknowledged within hours during business hours; best-effort response outside business hours, with a guaranteed response no later than the start of the next business day.
"Acknowledged" means a written reply confirming receipt of the request and providing an initial assessment or expected timeline. "Addressed" means actively worked on; full resolution time depends on the scope and complexity of the issue.
6. Emergency Handling
An "emergency" is defined as one of the following:
- The site is fully down or inaccessible to visitors
- A confirmed security breach (malware infection, site defacement, unauthorized administrative access)
- A broken checkout, payment, or lead-capture flow on a live revenue-generating page
Emergencies must be reported by phone or text message to in addition to email — email-only reports may not be seen in time to meet the emergency response window. Emergency work is included within the -hour monthly service allowance. If resolving the emergency requires hours beyond the monthly allowance, additional time will be billed at the standard $/hour rate, with prior notice to the Client whenever practical.
7. Client Responsibilities
The Client agrees to:
- Provide Provider with timely access to all systems, accounts, hosting environments, plugins, third-party services, and credentials reasonably necessary for Provider to perform the Services
- Designate a single primary point of contact authorized to approve work, sign off on changes, and submit support requests
- Respond to Provider's questions, approval requests, and content requests within business days; delays in Client response may extend Provider deadlines on a day-for-day basis
- Provide accurate, lawful, and rights-cleared content (text, images, video, etc.) for any work that involves publishing Client-supplied materials
- Maintain Client's own accounts with hosting, domain registrar, and third-party service providers, and pay all third-party fees directly unless otherwise agreed in writing
- Notify Provider promptly of any suspected security incident, billing discrepancy, or service issue
8. Intellectual Property
- Client-Owned Materials. Client retains all right, title, and interest in and to all content, branding, trademarks, logos, and pre-existing materials provided by Client to Provider ("Client Materials"). Client grants Provider a limited, non-exclusive license to use Client Materials solely for the purpose of performing the Services.
- Custom Deliverables. Upon Client's full payment of all amounts due under this Agreement, Provider assigns to Client all right, title, and interest in the custom designs, layouts, page templates, and original copy produced by Provider specifically for Client under this Agreement ("Custom Deliverables").
- Provider Tools and Pre-Existing Works. Notwithstanding the foregoing, Provider retains all right, title, and interest in: (i) any pre-existing tools, frameworks, code libraries, scripts, methodologies, and know-how owned by Provider before the Effective Date or developed independently of this Agreement ("Provider Tools"); and (ii) any third-party software, themes, plugins, or libraries incorporated into the work, which remain governed by their original licenses. Provider grants Client a perpetual, non-exclusive, royalty-free license to use Provider Tools as embedded in the Custom Deliverables.
- Portfolio Use. Provider may display the completed work in its portfolio, case studies, and marketing materials and may reference Client by name, unless Client requests otherwise in writing.
9. Confidentiality
Each Party may receive information that is confidential or proprietary to the other Party, including credentials, business data, customer information, financial information, strategy, and unpublished materials ("Confidential Information"). Each Party agrees to:
- Use the other Party's Confidential Information solely for the purpose of performing or receiving the Services
- Protect the other Party's Confidential Information using at least the same standard of care it uses to protect its own confidential information, and in no event less than a reasonable standard of care
- Not disclose Confidential Information to any third party without the other Party's prior written consent, except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement
Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully in the receiving Party's possession before disclosure; (iii) is independently developed without use of the disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving Party gives prompt notice where legally permitted.
Confidentiality obligations survive termination of this Agreement for a period of three (3) years.
10. Termination
Either party may terminate this Agreement with days' written notice. Upon termination:
- The Client is responsible for the full monthly retainer covering the -day notice period.
- Any outstanding hourly work performed is invoiced and due net-30 from the final day of service.
- Provider will deliver a final full backup of the site files and database, along with any administrative credentials Provider holds, within seven (7) days of the final paid day of service.
- Weekly backups and security checkups continue through the final paid day of service.
This Agreement may be terminated immediately by either party in the event of a material breach that remains uncured for fifteen (15) days after written notice of the breach. Non-payment of more than sixty (60) days qualifies as a material breach.
11. Warranties & Disclaimers
Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Agreement, the Services and all deliverables are provided "AS IS" and "AS AVAILABLE," without warranties of any kind, whether express, implied, or statutory, including without limitation any warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Services will be uninterrupted, error-free, or secure. Provider does not warrant any specific search engine ranking, traffic volume, conversion rate, uptime percentage, or business outcome.
12. Limitation of Liability
To the maximum extent permitted by applicable law:
- In no event will either Party be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, arising out of or related to this Agreement, whether in contract, tort, or any other legal theory, even if advised of the possibility of such damages.
- Each Party's total aggregate liability arising out of or related to this Agreement will not exceed the total amount of fees paid or payable by Client to Provider under this Agreement during the month period immediately preceding the event giving rise to the claim.
These limitations apply regardless of whether the claim is based in contract, tort, statute, or any other legal theory, and survive termination of this Agreement.
13. Indemnification
- By Client. Client will defend, indemnify, and hold harmless Provider and its officers, employees, and agents from and against any third-party claims, damages, liabilities, and reasonable attorney's fees arising out of: (i) Client Materials, including any claim that Client Materials infringe a third party's intellectual property or other rights; (ii) Client's use of the Services in violation of law or this Agreement; or (iii) Client's products, services, or business operations.
- By Provider. Provider will defend, indemnify, and hold harmless Client from and against any third-party claims that the Custom Deliverables, as delivered by Provider and used by Client in accordance with this Agreement, infringe a U.S. intellectual property right of a third party. Provider's obligation does not apply to claims arising from Client Materials, modifications made by Client or any third party, or use of the Custom Deliverables in combination with materials not provided by Provider.
14. Independent Contractor
Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Nothing in this Agreement creates an employment relationship between the Parties. Provider is solely responsible for its own taxes, insurance, benefits, equipment, and the supervision of any subcontractors Provider engages to perform the Services. Provider has no authority to bind Client to any obligation without Client's prior written consent.
15. Governing Law & Dispute Resolution
This Agreement is governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement that the Parties cannot resolve through good-faith negotiation within thirty (30) days will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration held in Cabarrus County, North Carolina, or by remote proceeding. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information. Each Party waives any right to a jury trial and to participate in any class or collective action.
16. Force Majeure
Neither Party will be liable for any failure or delay in performance (excluding the obligation to pay amounts due) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemic, government action, hosting or internet outages, third-party service failures, labor disputes, or utility failures. The affected Party will provide prompt notice and resume performance as soon as practical.
17. Notices
All official notices under this Agreement must be in writing and delivered to the addresses set forth above (or such other address as a Party designates in writing) by: (i) email with confirmation of receipt; (ii) personal delivery; (iii) overnight courier; or (iv) certified or registered mail, return receipt requested. Notices are effective on the date received.
18. Entire Agreement
This Agreement, together with any exhibits, statements of work, or written change orders signed by both Parties, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
19. Amendments
No amendment, modification, or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties. Email confirmation of routine changes to scope or schedule is sufficient for those changes; substantive amendments to fees, term, or the terms of this Agreement require a written, signed change order.
20. Assignment
Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations under this Agreement.
21. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the Parties' original intent.
22. Waiver
The failure of either Party to enforce any right or provision of this Agreement will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving Party.
23. Survival
Provisions that by their nature are intended to survive termination — including Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law — will survive termination of this Agreement.
24. Counterparts & Electronic Signatures
This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one agreement. Electronic signatures (including via DocuSign, WP e-Signature, or similar service) are legally binding and have the same force and effect as handwritten signatures.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
