Terms and Conditions

This Agreement is made between Cohlab, LLC, a Minnesota Limited Liability Company with its principal place of business located at 925 1st Street South #101, St. Cloud, MN 56301 (“Cohlab”), and the “Client”. WHEREAS, the Client desires to retain the services of Cohlab to develop, create, test, and deliver a website to the Client (the “Website”) and to make the Website available for browsing on the Internet; and NOW, THEREFORE, for the mutual consideration set forth herein, the adequacy of which is hereby acknowledged, the Client and Cohlab hereby agree as follows: 1. Definitions. a. “Client Properties” shall mean all text, pictures, sound, graphics, video, and other data supplied by the Client to Cohlab, as well as the final Website including HTML, CSS, graphic files, and/or content. b. “Cohlab Properties” shall mean the Work Product of Cohlab which includes the technology used to build the website, the website deployment process, the source code used to render the website, the source repository and any technology deemed proprietary by Cohlab except for Client Properties. c. “Website” shall mean the digital product consisting of web pages and assessable on the Internet for which the Client is engaging Cohlab to create, including all text, images, music, audio, video, other information, and all code relating thereto. d. “Work Product” shall mean any Cohlab copyrighted HTML and/or JAVA files, technology, scripting, and programming (in object code form), and delivered to the Client in accordance with the terms and conditions of this Agreement, excluding Client Properties. 2. Description of Services. Cohlab hereby agrees to provide the Client with the website design and development services, outlined in the provided proposal/estimate (the “Design Services”) the terms of which are expressly incorporated herein by reference. 3. Fees. a. Fees for Additional Work. Website updates are charged at $100 per hour and are defined in the proposal/estimate. If the Client desires for Cohlab to conduct additional work outside the scope of the provided proposal/estimate, the Client agrees to pay Cohlab an additional fee of $100.00 per hour. The Client will pay the fees within 15 days from the date of invoice. 4. Term of Agreement. This Agreement shall commence as of the Effective Date and shall continue for one year. After one year either party can cancel the Agreement at any time upon giving sixty (60) days notice as required by Section 10. 5. Ownership and Rights. The Client will at all times be the sole and exclusive owner of the Client Properties. Cohlab will at all times be the sole and exclusive owner of the Cohlab Properties. Except as expressly authorized in this Agreement, the Client will not copy, modify, distribute, transfer, display, sublicense, rent, reverse engineer, decompile, or disassemble the Cohlab Properties. Except as otherwise set forth herein, nothing shall cause or imply any sale, license, or other transfer of proprietary rights of or in any third-party software or products from one party to this Agreement to the other party. 6. Marketing and Promotions. The Client agrees to allow Cohlab the right to display derived works to promote Cohlab. 7. Representations and Warranties. a. Warranty of Requisite Skill and Permissions. Cohlab represents and warrants that it has the requisite skill, and all necessary permissions from third parties, to lawfully create the Website for the Client. b. Warranty of Title. Except for material provided by the Client for use in connection with the Website, Cohlab represents and warrants that the materials used in connection with the Website shall not infringe upon any existing United States patent right or copyright, trade secret, or other proprietary right of any third party. 7. Indemnification. The Client shall defend, indemnify, and hold harmless Cohlab against all liability, loss, and expense, including actual attorney’s fees and expenses, in connection with any claim, demand, action, or causes of action asserted against Cohlab, without limiting the generality, for any injury to or death of any person or for loss or damage to any property where such injury, death, loss, or damage, however caused, results from or occurs in connection with the acts or omissions of the Client or breach of this Agreement by the Client. The Client will further indemnify Cohlab against all claims and expenses arising from the Client’s wrongful or illegal use of the Website. 8. Limitation of Liability. The maximum liability of Cohlab, including its directors, officers, and affiliates, to the Client for damages of any and all causes whatsoever, and the Client’s maximum remedy, regardless of the form of action, whether in contract, tort, or otherwise, shall be limited to an amount equal to the total fees paid by the Client to Cohlab. In no event shall Cohlab, including its directors, officers, and affiliates, be liable for any lost data or content, lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the services provided under this agreement, even if the Client has advised Cohlab of such damages. 9. Compliance with Federal and State Laws. The Client agrees that the Client is solely responsible for compliance with federal and/or state laws regarding any electronic commerce conducted through its website and will hold harmless Cohlab from any claim, causes of action, penalty, tax, and/or tariff arising from the Client’s use of electronic commerce. The Client further agrees to retain sole responsibility for determining whether any and all marketing concepts are in compliance with applicable laws, including, but not limited to, Health Insurance Portability and Accountability Act (HIPAA) privacy laws, Americans with Disability Act (ADA) laws and state regulations. 10. Notice. If a party is required to give notice to the other under this Agreement, such notice must be written and shall be deemed given either two (2) business days after depositing the notice in the U.S. mail, first-class postage prepaid, at the address specified below: Cohlab, LLC 925 1St Street South #101 St Cloud, MN 56301 Attn: Billing Department 11. Applicable Law. The Client and Cohlab agree that this Agreement shall be governed and interpreted in accordance with the laws of the State of Minnesota. 12. Waiver. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement. 13. Severability. Should any portion of this Agreement be found to be invalid or unlawful, it shall be deemed omitted, and the remainder of the Agreement shall continue to be enforceable in accordance with its terms.