Hey Independence Foundation,
We're The 215 Guys

Here are the fine print details of our proposal agreement. When ready, we'll send you a PDF version for signing and moving forth.

This is a Website Project Agreement between The Jawn Inc. doing business as The 215 Guys (“The 215 Guys”) and The Independence Foundation (“Client”). This Agreement, including the Website Redesign & Strategy Proposal above, constitutes the full agreement and understanding of the parties.

1. Deliverables. Deliverables means the services, website, and work product specified in this Agreement to be delivered by The 215 Guys to the Client, in the form and media specified in this Agreement.

2. Fees. Client agrees to pay The 215 Guys the fees addressed in the Payment Schedule in Exhibit A. Pricing in the Payment Schedule includes all fees for any assets purchased on behalf of Client and also The 215 Guys’ time accumulated during the lifetime of building the project. Assets include any design, photos, graphics, source code, text, or software.

3. Payment Schedule. A non-refundable deposit, of 50% of the project’s total cost, is due upon signing of this contract and before the website build is to begin. The remaining balance, 50% of the project’s total cost, is due upon launch of the website. Our accepted payment methods are check or credit card via Paypal (+5% fee). All bounced checks are subject to a $40 return check fee. The quoted rate in “Total Project Cost” expires 30 days after receipt of this proposal.

4. Withholding Deliverables.​ The 215 Guys may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.

5. Delays.

a. The 215 Guys Delay.​The 215 Guys shall use all reasonable efforts to deliver the project within the stated timeframe. The 215 Guys may extend the due date for any Deliverable by giving written notice to Client. The total days of all extensions shall not exceed fourteen (14) days except for Client delays as stated in paragraph 5b and General delays as stated in 5c.

b. Client Delays. Client shall use all reasonable efforts to provide needed information, materials and approvals needed for The 215 Guys to begin and complete the project. Any delay by Client will result in a day-for-day extension of the due dates for all Deliverables.

c. General Delays. Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension of any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of such a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.

6. Hosting. The Client agrees to select a web hosting service which allows The 215 Guys full access to any control panels, files, and databases needed for the website. The 215 Guys build websites for Linux hosting that has PHP and MySQL installed. All associated hosting costs are to be paid by Client. If needed, The 215 Guys can provide a list of web host providers who support the technology required for the Client’s website. Please note that transferring hosts may interfere with Client’s e-mail service.

7. SEO. We use Yoast SEO to ensure basic technical on-page SEO standards are met. Our services and this plugin do not ensure rankings or placement on Google, and other search engines, and we make no representations regarding ranking or placement on Google, unless this proposal includes an SEO Campaign.

8. Accessibility. Unless stated in this proposal, this project does not include an ADA or WCAG fully accessible website. We recommend and will install a program, Userway, at no charge for any Client requesting it.

9. Testing. The 215 Guys will test and correct deliverables using commercially reasonable efforts before providing the final project to Client. We will test on the top 3 modern browsers (Chrome, Safari, and Firefox), the most common screen sites, the most common mobile devices, and also utilize a third-party service QA tester.

10. Maintenance. ​If the Client is interested in having The 215 Guys handle post-launch maintenance of their site, Client will be invoiced according to their selected package. Maintenance involves plugins updates, core wordpress updates, security via plugins, downtime checker, backups. Should any updates cause issues, additional costs may be incurred to finish.

11. Website Launch Responsibilities. The 215 Guys will be responsible for pushing the new website live. When launching a new website we have built, The 215 Guys will only migrate the new website from our secure server to a new host or to your approved existing host. If needed and requested, we will also point your domain to the correct hosting server. The 215 Guys will NOT be responsible for domain migration, email setup, email redirection, or any other aspects that do not relate directly to the launching of the new website. The Client agrees to assume sole and complete responsibility and liability for domain migration, email setup, email redirection, or any other aspects that do not relate directly to the launching of the new website.

The 215 Guys highly recommend that you contact your host for any free support they may offer. Hosts that we recommend come with excellent support teams.

12. Promotions. The 215 Guys shall retain the right to reproduce, publish and display the Deliverables in The 215 Guys’ portfolios and websites, 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 any such uses.

13. Confidential Information. Confidential Information" includes information that The 215 Guys should reasonably believe to be confidential. The 215 Guys agree that any knowledge gained by them regarding materials, data or other information not accessible by the public and belonging to Client shall remain confidential. Confidential Information shall only be used as needed to perform this Agreement, and any knowledge so gained by The 215 Guys shall not be used, published or divulged by them to any other persons or outside sources without the Client’s prior written consent. The 215 Guys shall not copy nor share the Client’s trade secrets, and other confidential information, for any reason, without written consent from Client. The Client agrees to keep confidential details of this agreement, including but not limited to: Total Project Cost, associated Scope of Work, and other Questionnaire documentation provided by The 215 Guys.

On 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) all rights and obligations regarding Confidential Information shall survive.

14. Copyright and Trademarks. The Client guarantees that any elements of text, graphics, photos, designs, trademarks or artwork furnished to The 215 Guys for use on the Client’s website are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements and that the Client will indemnify and hold The 215 Guys harmless from any claim or suit arising from the use of such elements supplied by the Client.

The 215 Guys guarantee that any elements of graphics, photos, designs, artwork or code provided to the Client on the Client’s website are owned by The 215 Guys or that The 215 Guys have permission from the rightful owner to use each of these elements on the Client’s website and that The 215 Guys shall indemnify and hold The Client harmless from any claim or suit arising from the use of such elements provided by The 215 Guys by any third party.

15. Website Ownership. Subject to the rights reserved and retained by the Client pursuant to this Agreement, The Client shall retain all ownership of materials developed by The 215 Guys for use in the web site delivered. Copyright and Ownership of the finished and assembled work of webpages and graphics produced by The 215 Guys shall be vested with the Client upon the final payment of the project. This ownership is to include the design, photos, graphics, source code, text and any software purchased or designed specifically for Client for completion of this project.

16. Limitation of Liability. Neither party will be liable to the other party for any special, indirect, consequential or incidental damages of any kind, including, without limitation, any loss of profit, loss of use, or business interruption, based on any claim under this Agreement, even if the party has been advised of the possibility of such damages. In no event shall the liability for damages of The 215 Guys exceed the amounts actually paid to The 215 Guys by Client.

17. No Exclusivity. This Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by The 215 Guys, and The 215 Guys shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by The 215 Guys.

18. Mediation. The Client and The 215 Guys agree to exercise their best efforts to settle any dispute arising from or relating to this Agreement by mutual agreement (“dispute”). In the event that a dispute is not settled within thirty (30) days from the date that a party notifies the other party of a dispute, the parties agree to mediate the dispute using a mutually agreed upon mediator. Each party shall bear its own costs of the mediation and shall bear one-half of the mediator’s costs.

19. Warranty Period. During the first three (3) months following this launch of the website, pushing the website live, The 215 Guys shall provide up to four (4) hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the website, including correcting any errors or deficiencies.

20. Changes. If Client would like to make changes to Exhibit A, after entering into this Agreement, it will be billed on a time and materials basis at The 215 Guys’ hourly rate of one-hundred fifty ($150) dollars per hour.

21. Accreditation. The 215 Guys shall place accreditation, as a hyperlink, on the footer of each page of the delivered website. This accreditation will be linked to The 215 Guys or one of its affiliated companies or name under which The 215 Guys does business. There is a fee of five-hundred dollars ($500) if the Client does not want an accreditation applied to their project.

22. Amendment. This Agreement may be amended at any time upon mutual consent of the parties, and any such amendments shall be in writing and signed by the parties.

23. Termination. This Agreement shall be valid between the parties until such time as Client or The 215 Guys sends written and e-mail notice of termination to either party’s respective place of business and contact e-mail address (hello@the215guys.com). If termination of this Agreement occurs by Client, any payments made to The 215 Guys are non-refundable. The 215 Guys reserve the right to terminate this agreement if there is no communication from Client for 60 or more consecutive days, in which case any payments made to The 215 Guys are non-refundable.