Website Development Agreement

This Website Development Agreement (the "Agreement") is entered into as of (the "Effective Date") by and between:

Newel and Client may each be referred to individually as a "Party" and collectively as the "Parties." This Agreement takes effect only when a copy with all engagement-specific fields completed (including price, payment schedule, revisions, cure period, and governing state) has been delivered to Client and signed by both Parties below. Making a payment does not, by itself, form this Agreement.

Scope of Work

Newel will design and develop a website for Client consisting of the following (the "Project" or "Deliverable"):

Any work not described above — including additional pages, custom features, integrations, copywriting, photography, translations, e-commerce, or ongoing content updates — is outside the scope of this Agreement and, if desired, must be agreed to in a separate signed change order or new agreement, with fees to be agreed before work begins.

Client-Provided Content & Materials

Client will supply, in a timely manner, all text, images, logos, trademarks, videos, testimonials, and other materials needed to complete the Project ("Client Materials"). Client represents and warrants that it owns or holds all necessary rights, licenses, and consents to use, and to grant Newel the right to use, every item of Client Materials in the Project, and that the Client Materials do not infringe any third party's copyright, trademark, right of publicity, or other intellectual property or privacy right. Newel is not responsible for verifying the ownership or licensing status of any Client Materials and may rely on Client's representations without independent investigation. Client agrees to defend, indemnify, and hold harmless Newel from any claim, demand, loss, or expense (including reasonable attorneys' fees) arising out of or related to Client Materials, as further described in Section 16 (Indemnification). Delays caused by Client's failure to timely provide complete, usable Client Materials may extend the Timeline in Section 3 without penalty to Newel.

Timeline

Dates above are good-faith estimates, not guarantees. Timelines depend on Client providing complete Client Materials and timely feedback/approvals (Section 4). Delay caused by Client — including late content, late payment, or delayed responses — will extend delivery dates accordingly and does not constitute a breach by Newel.

Review, Approval & Acceptance

Newel will present the design and/or the completed website to Client for review at the milestones agreed during the Project. Client must respond with written approval or specific, written change requests within business days of each review request. If Client does not respond within that window, the milestone is deemed approved and the Project proceeds. Client's written approval of the final design and/or the final payment described in Section 5 (whichever is later) constitutes final acceptance of the Deliverable ("Acceptance"). After Acceptance, any further changes are new work under Section 1 and Section 6, not a correction of the original scope.

Fees & Payment Terms (One-Time)

The total fee for the Project described in Section 1 is a single, one-time, fixed fee of:

USD, one-time — no recurring or subscription fee

This fee covers the design and development work described in Section 1 only. It does not include domain registration/renewal (Section 7), hosting or other third-party service costs (Section 8), or any post-delivery maintenance or support (Section 9), each of which is billed separately if and when Client elects to purchase it.

→ Ongoing post-launch support (hosting & edits, pay-as-you-go edits, or full code handoff) is elected by Client in Section 10 (Post-Launch Support — Choose One) below.

Pay only after you approve. Consistent with what Newel advertises, no upfront deposit is required to begin work. Client sees and approves the design first, and the full project fee is due only upon Client's written approval of the design, before Newel publishes the site, hands over source files/credentials, or removes any preview watermark. No deposit or other pre-approval payment is owed unless a specific engagement genuinely differs, in which case that different schedule must be written into the table above and separately initialed by both Parties.

Fees become non-refundable only after the design has been approved by Client and work to publish/hand over the site has begun, except as expressly stated otherwise in writing. Late payments may pause work without penalty to Newel and may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Newel retains all rights in the Deliverable, and is under no obligation to publish, transfer, or release source files, credentials, or hosting access, until the fee described in this Section is paid in full.

Revisions

The fee in Section 5 includes up to rounds of revisions to the design, requested within the review windows in Section 4. Additional revision rounds, or revisions requested after Acceptance, will be billed at Newel's then-current hourly rate or a mutually agreed flat fee before the work begins.

Domain Name Registration & Term

If a new domain name is to be registered for the Project, Client selects the registration term below. Domain registration/renewal fees are billed separately from the fee in Section 5 unless otherwise stated.

Newel is not responsible for domain-related losses, including expiration, non-renewal, third-party disputes, trademark conflicts, or loss of a domain due to registrar action, once the selected term has been fulfilled or if Client fails to timely renew.

Hosting & Third-Party Services

The Project may rely on third-party services selected by Newel or Client, including web hosting, DNS, SSL certificates, fonts, analytics, form handlers, email delivery, payment processors, or content-management platforms ("Third-Party Services"). Third-Party Services are governed by their own terms and fees, are outside Newel's control, and Newel is not responsible for their pricing, availability, security, outages, policy changes, or discontinuation. Client is responsible for all recurring Third-Party Service costs (e.g., hosting, domain renewal, licensed plugins/themes/stock assets) that continue after delivery, unless a separate written agreement states otherwise.

Delivery "As-Is"; No Ongoing Maintenance

Upon Client's payment of the full fee described in Section 5, Newel will deliver the completed website and, where applicable, associated source files or platform access (the "Deliverable"). THE DELIVERABLE IS PROVIDED "AS-IS" AND "AS DELIVERED," WITHOUT ANY OBLIGATION ON NEWEL'S PART TO PROVIDE MAINTENANCE, HOSTING MANAGEMENT, MONITORING, BUG FIXES, SECURITY UPDATES, CONTENT UPDATES, OR SUPPORT OF ANY KIND AFTER DELIVERY. Websites, plugins, themes, platforms, and browsers change over time, and Newel has no obligation to update the Deliverable to remain compatible with future changes. Any ongoing maintenance, support, hosting management, updates, or enhancements are available only under a separate, signed maintenance or support agreement with its own scope and fees, or under a Post-Launch Support option Client elects in Section 10 below. Absent a selected Section 10 option or other separate written agreement, Client accepts the Deliverable in the condition it is in at delivery and assumes full responsibility for its operation, security, backups, updates, and content thereafter.

Post-Launch Support — Choose One

After delivery of the Deliverable, Client may elect exactly one of the three post-launch support options below. Each option is a distinct arrangement with its own fees, obligations, and (where applicable) minimum term, and is offered in place of — not in addition to — the other two. If Client does not check a box below, no post-launch support arrangement is in effect and Section 9 (Delivery "As-Is"; No Ongoing Maintenance) governs by default. Client may later switch options only by a separate signed addendum; switching does not relieve Client of amounts already owed under a previously elected option.

Intellectual Property & Ownership

Upon Newel's receipt of the full fee described in Section 5 (and not before), ownership of the final website design and code created specifically for this Project (excluding pre-existing and third-party materials described below) transfers to Client. Until full payment is received, all work product remains the sole property of Newel, and Client has no license to use, publish, or display it. The following are excluded from the ownership transfer and remain the property of their respective owners: (a) Newel's pre-existing tools, frameworks, code libraries, templates, snippets, and internal processes not created specifically for this Project, which Newel grants Client a non-exclusive, perpetual, royalty-free license to use solely as incorporated into the Deliverable; (b) third-party software, plugins, themes, stock assets, fonts, and platforms, which remain subject to their own licenses; and (c) Newel's name, logo, and branding. Client remains solely responsible for obtaining and maintaining any licenses required for third-party components used in the Deliverable going forward (e.g., premium plugin/theme renewals).

Portfolio & Showcase Rights

Notwithstanding Section 11, Newel may display, reference, and describe the Project — including screenshots, links, and a general description of the work performed — in Newel's portfolio, case studies, marketing materials, and website, and may identify Client as a customer, unless Client requests in writing that Newel refrain from doing so (which Newel will honor for legitimate confidentiality reasons, e.g. an unreleased product).

Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE DELIVERABLE AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Newel does not warrant that the Deliverable will be uninterrupted, error-free, secure, or free of defects, that it will meet Client's subjective expectations, or that it will generate any particular amount of traffic, leads, sales, revenue, search ranking, or other business result. Newel is not responsible for the acts, omissions, outages, or policy changes of any Third-Party Service (Section 8) or for changes Client or a third party makes to the Deliverable after delivery.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEWEL, ITS OWNERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE DELIVERABLE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF NEWEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEWEL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEE ACTUALLY PAID BY CLIENT UNDER SECTION 5. Newel is not liable for downtime, data loss, security incidents, or damages caused by any Third-Party Service (Section 8), by Client's own modifications to the Deliverable, or by Client's failure to maintain, back up, secure, or update the Deliverable after delivery, since Newel provides no ongoing maintenance absent a separate signed agreement or an elected Post-Launch Support option under Section 10 (Section 9). These limitations apply even if a remedy fails of its essential purpose. These limitations also apply in full to services provided under any Post-Launch Support option elected in Section 10.

Release of Claims

In consideration of Newel's delivery of the Deliverable and the mutual promises in this Agreement, Client, on behalf of itself and its owners, employees, successors, and assigns, hereby releases, waives, and forever discharges Newel and its owners, employees, contractors, and agents from any and all claims, demands, actions, or causes of action, known or unknown, arising out of or related to the Deliverable or this Agreement, that arise or are discovered after Acceptance (Section 4), except for claims arising from Newel's fraud, gross negligence, or willful misconduct, or a breach of Section 16 (Indemnification) owed by Newel, to the extent such exceptions cannot lawfully be released. This release is intended to be as broad as permitted by applicable law and reflects the Parties' agreement that, following delivery and acceptance of an "as-is" Deliverable with no ongoing warranty or maintenance obligation, Newel's responsibility for the Project ends, subject only to the express surviving obligations in this Agreement.

Indemnification

Client agrees to defend, indemnify, and hold harmless Newel and its owners, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client Materials (Section 2), including any claim that they infringe a third party's intellectual property, publicity, or privacy rights; (b) Client's use, modification, or operation of the Deliverable after delivery; (c) Client's breach of this Agreement or violation of any applicable law; or (d) content, products, or services Client offers through the website. Newel agrees to indemnify Client against third-party claims that the final Deliverable, as delivered and not as modified by Client or a third party, willfully infringes a third party's copyright, to the extent such claim arises solely from Newel's own original work product and not from Client Materials or Third-Party Services, subject to the Limitation of Liability in Section 14.

Confidentiality

Each Party agrees to keep confidential any non-public business, technical, or financial information disclosed by the other Party in connection with this Project, and to use it only to perform this Agreement, except as required by law or with the disclosing Party's written consent. This obligation does not apply to information that is or becomes public through no fault of the receiving Party, was already known to the receiving Party, or is independently developed. This Section does not limit Newel's rights under Section 12 (Portfolio & Showcase Rights).

Independent Contractor Relationship

Newel is an independent contractor, not an employee, partner, joint venturer, or agent of Client. Nothing in this Agreement creates any partnership, joint venture, fiduciary, or employment relationship between the Parties. Neither Party has authority to bind the other. Newel is responsible for its own taxes, insurance, and business expenses relating to the Project.

Term & Termination

This Agreement begins on the Effective Date and continues until Acceptance (Section 4), unless earlier terminated. Either Party may terminate for the other Party's material, uncured breach upon days' written notice describing the breach, if not cured within that period. Client may terminate for convenience at any time before Acceptance by written notice; in that case, Newel retains all amounts already paid as a fee for work performed and expenses committed, and Client is not entitled to a refund of the deposit or any progress payment already made. Upon termination for any reason, Client remains obligated to pay for all work performed up to the date of termination, and Newel is not obligated to deliver a final, unpaid Deliverable, source files, or credentials until fully paid. A Post-Launch Support option elected under Section 10 has its own term and termination provisions, which govern that option independently of this Section. Sections 2, 5, 9 through 18, 20, and 21 through 24 survive any termination or expiration of this Agreement.

Force Majeure

Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor dispute, government action, internet or utility failure, cyberattack, or failure of a Third-Party Service.

Governing Law & Venue

This Agreement is governed by the laws of the State of South Carolina, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or related to this Agreement.

Dispute Resolution

Before filing any claim, the Parties agree to attempt in good faith to resolve any dispute arising out of this Agreement through direct, informal negotiation for at least fifteen (15) days after written notice of the dispute. If not resolved, the dispute may be brought in the courts described in Section 21, or, if the Parties separately agree in writing, submitted to binding arbitration.

General Provisions

Entire Agreement. This Agreement (including any attached scope document, statement of work, or change order signed by both Parties) constitutes the entire agreement between the Parties regarding the Project and supersedes all prior discussions, proposals, or agreements, written or oral, on the same subject.

Amendment. This Agreement may be amended only by a written change order or document signed (including by electronic signature) by both Parties.

Assignment. Client may not assign this Agreement without Newel's prior written consent. Newel may assign this Agreement in connection with a merger, acquisition, or sale of assets.

Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Waiver. No failure or delay by either Party in exercising any right under this Agreement operates as a waiver of that right.

Notices. Notices under this Agreement must be in writing and sent to the addresses/emails on file for each Party, and are effective upon delivery.

Electronic Signatures. The Parties agree that electronic signatures, and signatures transmitted by electronic means (including PDF or e-signature platforms), have the same legal effect as original signatures.

Headings. Section headings are for convenience only and do not affect interpretation.

Signatures

By signing below, each Party agrees to be bound by all terms of this Agreement, including the release, limitation of liability, and "as-is" delivery terms above.