Acceptance. All services rendered by WP Smith, LLC (WPS) pursuant to the attached Statement of Work and Project Scope (the “Proposal”) or otherwise rendered by WPS (the “Services”) are subject to the following terms and conditions (also "TOS"), which are hereby incorporated by reference (the Proposal together with these terms and conditions are referred to herein as the “Agreement”). WPS objects to any and all supplemental, different or contradictory terms and conditions proposed by the Client, whether by purchase order, confirmation, invoice or other documentation. This Agreement will be deemed accepted and Client shall become contractually bound hereby upon the first to occur of the following: (a) receipt by WPS of a duplicate copy of the Proposal signed by Client; (b) receipt by WPS of Client's authorization to proceed with any services, regardless of whether such services are described in the Proposal; (c) receipt by WPS of any other document sent by Client acknowledging this Agreement.
Scope of Services. Client has retained WPS to perform the services described on the attached Proposal. The prices shown on the Proposal or any schedule will be valid and open for acceptance for sixty (60) days unless otherwise stated in writing. WPS may also provide additional services requested by Client and invoice Client for those additional services at standard rates, or as otherwise agreed upon with Client in writing. Client will cooperate with WPS in supplying information necessary to perform the services described in the proposal. If Client has a web hosting provider other than WPS, Client hereby authorizes WPS to access its (s)FTP account, and authorizes the web hosting service to provide WPS with administrator access to the Client’s web page directory and any other directories or programs necessary in connection with WPS’s services on behalf of Client. If necessary, Client shall provide WPS with the user ID, password and any other credentials to perform the services.
Monthly Maintenance. A Client on a monthly maintenance arrangement receives ongoing support at a discounted rate up to the number of hours set forth in this Agreement. Unless otherwise agreed upon in writing, Monthly Maintenance payments are required in full in advance of services with payment due on or before the first (1st) of each month. If a monthly maintenance payment is not received by the first (1st) day of the month, at the discretion of WPS, (a) full standard hourly rates may apply for any work performed during that month, and monies received may be applied accordingly; or (b) WPS may choose to cease services until payment has been received. Services rendered beyond the maintenance agreement’s number of hours will be billed at the full hourly rate, unless otherwise agreed upon in writing. All payments rendered are considered fully earned and non-refundable. Unless otherwise agreed upon in writing, unused hours in one month do not carry over to the next, and therefore, it is incumbent upon Client to utilize their retained hours each month. For Clients who surpass the allotted Monthly Maintenance hours, additional time may be applied against the Client’s deposit until expended. Thereafter, Client will be billed on a monthly basis for each prior month’s hours. All payments are due upon receipt of WPS’s billing statement or invoice. There is a per-hour minimum for all services. Hourly rates are billed in thirty (30) minute increments. Client understands that hourly rates are subject to change without notice at the discretion of WPS.
Website Development Terms. The following are additional terms for website development and project work clients.
Acceptance of Services. For website development clients, upon completion of the Services, Client will be promptly notified and will have the opportunity to review the work. If the website is deemed satisfactory, Client is responsible for making the final payment and signing the completion of service document. The website will be promptly uploaded to Client’s hosting company only after receipt of payment in full. Client will notify WPS in writing of any unsatisfactory aspects of the Services within seven (7) days of receipt of work product. Any part of the Services that have not been reported in writing to WPS as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the Agreement will be deemed to have been completed, and all remaining sums due to WPS under the Agreement will become due. The Agreement will remain in effect until all obligations have been completed in terms of this clause. If Client rejects the Services within the 7-day review period, Client and WPS will work in good faith to resolve and correct any issues.
Client’s Alterations. There shall be no charges to Client for revisions or corrections or additions made necessary by errors on the part of WPS. Any other changes requested by Client shall be considered Client’s alterations subject to additional charges. WPS will bill at its standard hourly rate for correction of errors for which it is not responsible, including, but not limited to, malicious modification of the website by a third party and typographical errors contained in materials provided to WPS by Client. Client shall be responsible for making additional payments at WPS hourly rate for any such Client’s alterations and any other changes in original assignment requested by Client. Some Clients will desire to independently edit or update their web pages after completion of the site. WPS is not responsible for any damage created by Client or Client’s agent. Any necessary repairs will be assessed at WPS’s hourly rate with a one hour minimum charge.
Search Engine Optimization. As part of the delivery, WPS will optionally train Client to optimize Client’s website with appropriate titles, keywords, descriptions, and text along with the Client’s training on website usage up to one hour. Client understands there is no guaranteed placement or rank on the search engines and that a new website may never even appear on search engines at all, absent advanced search engine optimization and site promotion efforts. WPS does not control search engines’ algorithms and huge shifts can appear daily, weekly, and even hourly.
Maintenance Grace Period. An Agreement for website development includes minor web page maintenance to regular web pages (not store product pages) over a 30-day period, including updating links and making minor changes to a sentence or paragraph. It does not include removing 50% or more of the text from a page and replacing it with new text. If Client or an agent other than WPS attempts updating Client’s pages, time to repair web pages will be assessed at the applicable hourly rate and is not included as a part of the regular maintenance covered by the Maintenance Grace Period. This 30-day period commences upon the date the website is launched. Changes requested by Client beyond the expiration of the 30-day period will be billed at the applicable hourly rate. This rate shall also apply toward additional work authorized beyond the maximums specified in the attached Proposal for such services as: general Internet orientation education, marketing consulting, web page design, editing, art, photo, graphic services, and helping Clients learn how to use their own web page editor (when applicable). WPS is not responsible for the functionality or maintenance of the website after the Services are completed and the 30-day warranty period has expired, unless a separate Extended Maintenance Contract is executed. Terms for extended maintenance of the website are not included in an Agreement for website development, unless otherwise stated in the attached Proposal.
Licensing. The Services will be performed in WordPress. WordPress is an Open Source project licensed under GPLv2 (or later). The code we use to develop your website has been from the contributions of hundreds of developers. If we develop any useful piece of code that can be generalized and used to further the WordPress project, we will contribute it as a tutorial, plugin, patch to a plugin/theme, or patch to WordPress core.
Block Development Hours. Unless otherwise agreed upon in writing, for Clients paying on an hourly basis for blocks of development time, clients are required to pay in full before any services are scheduled and/or rendered, unless otherwise agreed upon in writing. Once hours are fully reached, all development and/or services will cease unless Client purchases additional block(s) of development time. WPS is not responsible for completing any tasks or issues for any work done within development blocks of time.
Termination. This Agreement shall remain in effect until such time as one or the other party provides written notice of cancellation. This agreement may be terminated by either party for any reason or no reason with ten (10) days advance written notice of intent to cancel. Unused monthly maintenance balances not pro-rated or refunded. Upon cancellation, all unpaid invoices are due. Client will be billed immediately for any and all un-billed services provided.
Client Responsibilities. Client understands that WPS is not an employee, and that best results are achieved in a collaborative, professional relationship of equals based on mutual professional respect, courtesy and consideration. Due to the virtual nature of the relationship, Client understands the importance of communication, especially via email, and agrees to respond to questions, requests and communications from WPS in a timely manner. Client understands that reasonable notice is generally necessary in order to attend to special requests and projects, although WPS may undertake certain emergency or expedited projects on an increased hourly basis as described below. Client understands that WPS may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality work. In the event of a delay in development due to not receiving information or communications in a timely manner, WPS reserves the right to provide a new development timeline to Client in writing.
Office Hours and Communication. Unless otherwise agreed upon in writing, email is to be the primary form of communication between Client and WPS, and WPS is available for phone calls by appointment only. All calls and emails are services billable to Client. Cancellations require a minimum of twenty-four (24) hours advance notice. Missed meetings or cancellations without sufficient notice may be billed to Client at discretion of WPS. WPS reserves the right to increase rates or add a surcharge, in its discretion, where Client consistently fails to respond to questions in a timely manner, does not supply needed information, or otherwise impairs efficient workflow so as to increase administrative time and prevent WPS from working to optimum standards and servicing other clients in a fair and equal manner.
Project Completion. Basic support receives attention within 24-48 hours. Each new or special project requires a minimum three (3) days lead time. Client will provide sufficient notice and allow for reasonable timeframes for project completions. Rush projects of 24 hours or less and projects requiring weekend or holiday work may be subject to a 100% surcharge and/or other rush fees. WPS reserves the right to refuse any project or service request.
Material & Information. Client will provide all content, outlines, photos, project images, etc., necessary for any special projects. Source material must be clear and legible. Client is responsible for furnishing all pertinent information and for furnishing accurate, truthful and complete information necessary for WPS to perform or complete the agreed services or project. Client agrees that the accuracy of information supplied to WPS is the sole responsibility of Client, and that WPS is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information furnished by Client.
Trademark and Copyright Matters. Client represents and warrants that any element of text, graphics, photos, designs, trademarks, or other artwork furnished to WPS for inclusion in the work is owned by Client, or Client has permission from the rightful owner to use each of the same, and will hold harmless, indemnify, and defend WPS from any claim or suit arising from the use of such elements furnished by Client. Client understands that trademark rights may exist even if no trademark notice or registered trademark exists, and that copyright applies to content even if it does not bear a copyright notice. Client represents and warrants that Client has not removed from the content provided to WPS any notices of copyright or indicia of trademark rights. Client also represents and warrants that, to the best of its information and belief, the materials, trademarks, trade names, copyrightable subject matter and/or content supplied to WPS is not scandalous or libelous does not violate the intellectual property rights of any third party, does not violate any rights of privacy or confidentiality, and is otherwise in compliance with law. The defense, indemnification and hold harmless provisions above shall also apply to all threatened and actual third party claims for trademark or copyright infringement or related causes of action arising from Client's use of WPS services.
Domain Name. Any domain name obtained belongs to Client. Client agrees to indemnify WPS, including any incidental costs, against any claims that a domain name related to the Services infringes the rights of a third-party.
Confidentiality. As used herein, “Confidential Information” shall mean any and all technical and non-technical information provided by either party to the other that is marked or otherwise identified at the time of disclosure as confidential or proprietary, whether in graphic, electronic, written or oral form, and including but not limited to any ideas, techniques, drawings, designs, descriptions, specifications, works of authorship, patent applications or other filings, models, inventions, know-how, processes, algorithms, software source documents, and formulae related to the current, future, and proposed technologies, products and services of each of the parties, and also any information concerning research, experimental work, development, financial information, purchasing, customer lists, investors, employees, business and contractual relationships, business forecasts, business plans, proprietary information, personally-identifiable information, sales and merchandising, marketing plans of or related to the disclosing Party and information the disclosing Party provides regarding or belonging to third parties. For oral disclosures to constitute “Confidential Information,” such disclosures must be identified at the time as confidential or proprietary and the disclosing Party must provide a written summary of the Confidential Information within thirty (30) days following initial disclosure.
Each party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information of the party disclosing the Confidential Information (the “Disclosing Party”), except as approved in writing by the Disclosing Party, and will use the Confidential Information for no purpose other than the Purpose. Notwithstanding any of the foregoing, the party to whom Confidential Information was disclosed (the “Recipient”) shall not be in violation of this Section 2 with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that the Recipient provides the Disclosing Party with prior written notice of such disclosure in order to permit the Disclosing Party to seek confidential treatment of such information. Each party shall only permit access to Confidential Information of the other party to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. Notwithstanding the foregoing, Client may disclose Company Confidential Information to any of Client's subsidiaries or affiliates, and the employees or authorized representatives of Client’s subsidiaries or affiliates. Each party shall immediately notify the other upon discovery of any loss or unauthorized disclosure of the Confidential Information of the other party.
Each party’s obligations under this Agreement with respect to any portion of the other party’s Confidential Information shall terminate when the Recipient can document that such information: (a) was in the public domain at the time it was communicated to the Recipient by the Disclosing Party through no breach of an obligation of confidentiality to the Disclosing Party; (b) entered the public domain subsequent to the time it was communicated to the Recipient by the Disclosing Party through no fault of the Recipient or other breach of an obligation of confidentiality to the Disclosing Party; (c) was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient; or (d) was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the Disclosing Party.
All Confidential Information is provided “AS IS,” without any warranty of any kind. The parties recognize and agree that except as expressly set forth in Section 5 below, nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Neither party shall make, have made, use or sell for any purpose any product or service or other item using, incorporating or derived from any Confidential Information of the other party absent separate written agreement.
Confidential Information shall not be reproduced in any form except as required to accomplish the purpose of this Agreement. Any reproduction of any Confidential Information of the other party by either party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by the other party.
This Confidentiality Clause shall expire three years after the Effective Date of the signed Statement of Work (SOW), or may be terminated by either party at any time upon thirty (30) days written notice to the other party; provided, however, the Recipient’s obligations under this TOS shall survive termination of the SOW for a period of five (5) years and shall be binding upon the Recipient’s heirs, successors and assigns. Upon termination or expiration of the SOW, or upon written request of the Disclosing Party, the Recipient shall promptly return to the Disclosing Party all documents and other tangible materials representing the Disclosing Party’s Confidential Information and all copies thereof.
Intellectual Property. While working together, both parties recognize that certain confidential or proprietary technical and business information may be exchanged. Each party shall hold and maintain in strict confidence all confidential information except as may be necessary to perform its obligations. Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party, without an obligation of confidentiality.
Subject to the requirements of applicable law, offers and quotes made by WPS to potential clients should be treated as trade secrets and remain the property of WPS. Such offers and quotes or the information contained within them shall not be passed to third parties or publicly disseminated without prior written authorization from WP Smith. This includes, but is not limited to, technical features, functionality, aspects of the design, and pricing information provided to Client by WPS.
Copyright to the finished assembled work of web pages and graphics produced by WPS is owned by WPS exclusive of work produced or held under copyright by someone else. Upon final payment, website ownership is transferred to Client, including all rights to the design, source code, mock-up files, text, contained in the final deliverables. Rights to photos and graphics remain the property of their respective owners.
WPS retains the right to display all designs as examples of their work in their respective portfolios stating clearly the role WPS played in development of that work. For website development clients, if work is deemed extraordinary, the website will contain a text link in the footer to WPS development services website, which can only be removed with written consent.
Expenses. Expenses incurred on behalf of Client are not included in any fees and will be billed to Client. Reimbursable expenses may include, but are not limited to, office supplies (e.g., file folders, envelopes, CDs, labels, etc.), mileage, payments made to vendors, and shipping and handling costs. Local on-site visits will be billed for meeting time, roundtrip travel and mileage.
Miscellaneous Expenses. All miscellaneous expenses, including, but not limited to, WordPress plugins and themes, stock images, and/or design services will be reimbursed by the Client. In cases of emergency services being rendered, WPS may at its discretion make any reasonable and necessary purchase up to $100 per transaction reimbursable by the Client without prior approval or permission from the Client. For any purchase made, WPS will document the business justification for such expense.
Travel Expense Guidelines. Client will reimburse WPS for the following travel expenses only, provided they are incurred in the performance of this Agreement and with Client’s prior written approval for the estimated costs and daily limits (as may be specified by Client): (i) tolls, parking fees, taxis, buses or auto rentals fees (ii) personal automobile use, excluding normal commutation; (iii) air transportation at the economy, tourist or coach class rate for the most direct route of a scheduled airline; (iv) reasonable lodging charges commensurate with the average rates charged for the immediate area; (v) reasonable and actual meal expenses; (vi) necessary business calls made on Client's behalf; (vii) reasonable tipping; and (viii) reasonable valet and laundry charges if a trip extends beyond four (4) days. All reservations made by WPS must be made through Client's designated travel agency or through another agency with Client prior written approval. WPS must submit an invoice listing all travel expenses, and all applicable receipts for lodging, airline travel, rental cars or any other reimbursable expenditures to the signer of this SOW. Client will not reimburse WPS for personal expenses.
Payment. Payment is of expense due upon receipt of invoice regarding the same.
Payment. Unless otherwise agreed upon in writing, the following payment terms apply. Payments not received by the applicable due date may result in work cessation. WPS reserves the right to refuse completion or delivery of work until past due balances are paid. Monthly late charges of $50.00 or 1.75% (APR of 21%) per month, whichever is greater, will be assessed on unpaid balances every 30 (thirty) days, subject to maximum permissible by law. Personal or business checks are accepted for payment. AMEX, Discover, Mastercard and VISA credit cards and e-checks are accepted through PayPal, Stripe or via the website. Alternative payment methods, such as Venmo, are acceptable if agreed upon in writing. There is a $50 NSF (insufficient funds) fee for returned checks.
Regardless of any otherwise agreed upon payment terms, all graphics, images, copy, and other work products prepared by WPS, and incident to the services provided hereunder (“Work Product”), shall be property of WPS until payment in full is received by WPS. Upon receipt of all amounts due, WPS hereby releases and quitclaims to Client all of its right, title, and interest in the final Work Product approved by Client, and title to any and all other products of WPS is reserved by and shall remain property of WPS.
Delivery. Completed projects are delivered via CD, fax, email, (s)FTP ([secure] file transfer protocol), U.S. Mail, or other means as required by the Client. Client is responsible and will be billed for all shipping and handling costs. There is no charge for faxing, emailing or US Mail postage under 1 ounce (#10 envelope and one stamp).
Accuracy. Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofing and accuracy. Client has 7 days to report any known errors or omissions. After such time, WPS is not responsible for errors or omissions.
Limitation of Liability. In recognition of the relative risks and benefits of the services to Client and WPS, the risks have been allocated such that Client agrees, to the fullest extent permitted by law, to limit the liability of WPS, its officers, agents, and employees for any claims, losses, costs, damages of any nature whatsoever, or claims or expenses from any cause or causes, excepting claims based on willful wrongful conduct, such that the total aggregate liability of WPS, and its officers, agents, and employees shall not exceed three times the amount of WPS’s total fees under this Agreement. Such claims and causes include, but are not limited to negligence, professional errors or omissions, strict liability, breach of contract, or breach of warranty. In no event will WPS, or its officers, employees, or agents, be liable for any special, consequential, or punitive damages, or any damages related to lost profits.
In no event will WPS be liable to Client or any third party for damages related to interruption or functionality of the Work Product that is not in the control of WPS, including, but not limited to, service interruptions caused by Acts of God, the hosting service, or failure of any (i) service provider, (ii) telecommunications carrier, (iii) any Internet servers, (iv) Client or Client’s visitor's computer or (v) Internet software. Additionally, Client is responsible for reviewing and final approval of all spelling, punctuation, layout, spacing, typestyles, letter sizes and formatting in the Work Product selected by Client.
WPS does not warrant the functions of the website will meet Client’s expectations of site traffic or resulting business or that the operation of the web pages will be uninterrupted and/or error-free. WPS shall not be held responsible for occasional downtime of email or website due to line interruptions, software, hardware, or electrical failure, natural events such as fire, and/or other instances beyond WPS control. WPS does not host websites and will not be held responsible in the event of down-time.
Indemnification. Client will indemnify, defend, and hold harmless WPS and any of its officers and representatives, and their successors and assigns, from all claims, allegations, demands, liabilities, penalties, fines, losses, damages, administrative proceedings, lawsuits, causes of action, or injuries, together with costs and expenses, including reasonable attorneys’ fees, asserted against or incurred by foregoing parties, arising out of, or in any way connected with or resulting from Client’s breach of any covenant, obligation, or term under this Agreement. All indemnification obligations in these TOS will survive any termination of this Agreement.
Electronic Commerce Laws. The Client agrees that Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the work or any other services contemplated herein, and will hold harmless, protect, and defend WPS and its subcontractors from any claim, suit, penalty, tax, fine or tariff arising from Client's exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.
Disputes. In the event a dispute should arise relating to the performance of the services or work provided under the Proposal and these TOS, and should that dispute result in arbitration or litigation, it is agreed that if WPS is the prevailing party WPS shall be entitled to recover all reasonable costs incurred in the prosecution or defense of the claim, including staff time, court costs, attorneys’ fees and all other claim related expenses.
Relationship of the Parties. WPS is an independent contractor, not an employee of Client or any company affiliated with Client. WPS shall provide the Services under the general direction of Client, but WPS shall determine, in its sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as an agent or bind the other party except as expressly stated in this agreement. The work product or deliverables prepared by WPS shall not be deemed a work for hire as that term is defined under Copyright Law.
Limited Liability Company. WPS is a limited liability company formed under the laws of the State of Georgia. Accordingly, it is expressly intended by the Client that WPS’s services in connection with the project shall not subject its individual employees, officers, members, or managers, to any personal legal liability for the risks associated with the services provided to the Client. Therefore, notwithstanding anything to the contrary contained herein, Client agrees that as Client’s sole and exclusive remedy, any claim, demand, or suit brought by Client shall be directed and/or asserted only against WPS and not against any of its employees, officers, members, or managers and shall not be liable to Client for any amount greater than what has been paid to WPS by Client.
Force Majeure. No party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement if such failure results from any act of God, act of terrorism, riot, war, civil unrest, flood, hurricane, earthquake, or any other cause beyond such party’s reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by a party’s financial condition or negligence); except that no party may be excused from the obligation of payment or indemnification under this section.
Governing Law. Unless otherwise agreed upon in writing, any Agreement with WPS shall be deemed to be a contract made under, and shall be construed in accordance with and governed by, the laws of the State of Georgia without regard to the conflict of laws provisions of the State of Georgia, or of any other state, and all claims arising out of said Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Georgia, excluding its conflict of laws provisions. Any action or proceeding relating in any way to said Agreement or the services provided by WPS shall be brought and enforced exclusively in the courts of the State of Georgia or any United States federal court sitting in Fulton County, Georgia.
Standard of Care. All services performed by WPS under the Proposal or otherwise will be conducted in a manner consistent with the same level of care and skill ordinarily exercised by members of the software engineering profession currently practicing under similar conditions. NO OTHER WARRANTY, EXPRESSED OR IMPLIED, IS MADE INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH ARE HEREBY EXPRESSLY WAIVED.
Conflicts and Waiver. Should any provision of these TOS be deemed in conflict with any element of the Proposal attached hereto, then the terms set forth in the Proposal shall control. Additionally, these TOS shall apply to any other Proposal or subsequent work or services rendered on behalf of Client. In the event any provision set forth in the Proposal or these TOS is later held to violate applicable law or is otherwise deemed unenforceable, all remaining provisions shall continue in force and effect. The failure of WPS to enforce any provision of this Agreement shall not be construed as a waiver or limitation of WPS’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
Entire Agreement. This Agreement constitutes the entire understanding between the parties, and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement and merges any prior agreements or understandings of the parties. Any work not specified in the attached Proposal must be set forth in a separate Proposal. These TOS may be updated and/or revised at any time by WPS at its sole discretion and without notice.
Assignment. This Agreement or any additional Statements of Work, Addendums, Proposals, or Agreements with WPS shall not be assigned by either party without the consent of the other party.
Severability. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
Miscellaneous. The section headings used herein are intended for convenience of reference only and shall not be considered in interpreting the Agreement. Nothing in this Agreement shall be construed as creating any direct or beneficial right in or on behalf of any third party. Client may not assign this Agreement except with the prior written consent of WPS. Any notice required or permitted to be given pursuant to this Agreement shall be deemed sufficiently given when delivered in person, at the time of delivery, or two (2) business days after deposit in the United States mail, certified, postage prepaid, addressed to the respective party at the address set forth herein or such other address as a party shall provide in writing to the other party. Time is of the essence of this Agreement.