WEBSITE SUBSCRIPTION AGREEMENT

This Website Subscription Agreement ("Agreement") is made as of the date it is signed by Customer (the "Effective Date"), between Grand Apps Development LLC, a Michigan limited liability company ("Developer"), and individual or company listed in the Customer signature block below ("Customer"), with reference to the following facts:

Background

1. Developer is engaged in the business of creating customized websites utilizing the WordPress content management system (CMS) as well as other custom development, systems integrations, maintenance, and support services.

2. Customer desires to retain Developer for the purpose of providing certain of the foregoing services, as further described in this Agreement.

Accordingly, Customer and Developer agree as follows:

1. DEFINITIONS. As used in this Agreement, the following terms have the following meanings:

1.1. "Content" means all data, text, pictures, sound, graphics, logos, marks, symbols, video, and other materials supplied by Customer to Developer under this Agreement, as such materials may be modified from time to time by the parties.

1.2. "Subscription Fee" means the monthly subscription fee of two hundred and ninety-nine dollars ($299.00) for the Subscription Services.

1.3. "Subscription Services" means the web development and related services described in Section 3.

1.4. "Intellectual Property Rights" means, on a worldwide basis, any and all tangible and intangible (a) rights associated with works of authorship including, without limitation, copyrights, moral rights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms, and other industrial property rights, (e) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues of such in force in now or arising in the future (including any rights in any of the previous).

1.5. "Services" means the Subscription Services.

1.6. "User Content" means all data, text, pictures, sound, graphics, logos, marks, symbols, video, and other materials provided by Customer website users.

1.7. "Website" means the WordPress-based website created by Developer for Customer, including all software, tools, data, text, pictures, sound, graphics, logos, marks, symbols, video, and any other materials or information incorporated into, used in conjunction with, or otherwise made available on or through, pages in Customer’s website (including without limitation, Content, User Content, and Work Product).

1.8. "Work Product" means all HTML files, Java files, graphics files, animation files, data files, technology, scripts, and programs, both in object code and source code form, all documentation, and all other items and information, whether tangible or intangible and in whatever form or media, created, written, conceived, made, or discovered by Developer or any Developer Personnel in connection with the performance of this Agreement.

2. SERVICES; DEVELOPER PERSONNEL; DELIVERY OF CONTENT

2.1. SERVICES. Developer shall provide to Customer the Services described in this Agreement, including the Website and Subscription Services described more fully in Section 3, in accordance with the terms and conditions of this Agreement.

2.2. DEVELOPER PERSONNEL. From time to time, Developer may directly or indirectly use subcontractors or other third parties, in addition to Developer employees, to perform Services under this Agreement. Such approved subcontractors or other third parties, if any, shall collectively constitute the "Approved Subcontractors." Developer shall use only its own employees and/or Approved Subcontractors to perform Services under this Agreement. Such employees and Approved Subcontractors shall collectively constitute the "Developer Personnel."

2.3 DELIVERY OF CONTENT. Customer shall deliver to Developer all Content that Customer intends for Developer to incorporate into the Website.

3. SUBSCRIPTION SERVICES

3.1. WEBSITE DEVELOPMENT. Developer shall design and build a custom WordPress website for Customer. Customer shall collaborate with and provide input to Developer to create a Website that aligns with Customer’s brand identity and business goals. The process will consist of an initial consultation to understand Customer’s goals and design preferences, creating a mock-up of the design for feedback and approval by Customer, followed by Developer building and launching the Website.

3.2. WEBSITE PAGES; BASIC FORM; INTEGRATIONS. Developer shall create up to 10 pages for Customer’s Website, such as Homepage, Services, Portfolio, Blog, About, Contact, etc. Customer may also include a simple form for customer inquiries and feedback. Developer shall ensure that the Website integrates with Customer’s social media platforms and email marketing tools.

3.3. HOSTING & SECURITY; TECHNICAL SUPPORT. Developer shall provide secure hosting services for the Website, including SSL website security. Developer shall also provide technical support and troubleshoot any issues that may affect the Website.

3.4. SEO; IMAGES & COPY; UPDATES. Developer shall provide an initial technical SEO setup to optimize and enhance search engine visibility. Customer has the option to provide their own images or choose free stock photography from Developer to enhance their Website visuals. Developer will provide regular image and copy updates to keep Website content fresh and relevant and will provide regular Website updates to update software, add new features, and implement the latest security protocols.

3.5. E-COMMERCE. E-commerce is not available for subscription-based websites and is not included in the Subscription Services.

4. PAYMENTS

4.1. FEES. Customer shall pay Developer a Subscription Fee payment of two hundred and ninety-nine dollars ($299.00) at the time this Agreement is signed and shall pay $299.00 on the same day each month thereafter until this Agreement is terminated. Invoices for payments under this Agreement shall be submitted to and paid by Customer on or before the due date.

4.2 PAYMENT METHOD. All payments due under this Agreement must be made via credit card, check or ACH transfer. Payments by credit card will incur an additional 2% fee. If payment is made by check, Customer shall send payments to:

Grand Apps Development LLC
15 Ionia Ave SW, Suite 460
Grand Rapids, MI 49503

4.3. LATE PAYMENTS. Customer shall have a grace period of 3 days past the invoice due date to submit payment. After the 3rd day, a 10% late fee will be charged to Customer’s account. In the event that an invoice remains unpaid one (1) month following the due date, Developer will take the Website down until Customer submits all outstanding payments.

4.4. BUYOUT & TRANSFER OPTION. Customer may choose to purchase the rights to the complete build of the Website from Developer and transfer the management and hosting of the Website at any time by paying a buyout and transfer fee to Developer. The buyout fee shall be five thousand dollars ($5,000.00) any time prior to twenty-four (24) months following the Effective Date. On or after twenty-four (24) months following the Effective Date of this Agreement, the buyout fee shall be two thousand and five hundred dollars ($2,500.00).

5. TERM AND TERMINATION

5.1. TERM. The term of this Agreement shall begin on the Effective Date and shall continue until terminated by Customer or Developer in accordance with Sections 5.2, 5.3, or 5.4 of this Agreement.

5.2. TERMINATION FOR CAUSE. Either party may terminate this Agreement at any time, on thirty (30) days' prior written notice to the other party, if such other party materially breaches any term or condition of this Agreement and fails to cure the breach during that thirty (30) day period.

5.3. TERMINATION FOR CONVENIENCE. Customer may terminate this Agreement at any time and for any reason on thirty (30) days' prior written notice to Developer without liability to Developer, except as specified in Section 5.5.

5.4. TERMINATION FOR INSOLVENCY. Either party may terminate this Agreement at any time, on written notice to the other party, if such other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; is adjudicated bankrupt; or a receiver, trustee, or custodian is appointed for it.

5.5. CONSEQUENCES OF EXPIRATION OR TERMINATION

(a) If Developer terminates this Agreement under Section 5.2 or Section 5.4, (i) Developer shall be entitled to receive payment of all amounts then due and outstanding for Services performed under this Agreement through the effective date of termination, and (ii) neither party shall be entitled to any further payment or other compensation for such termination.

(b) If this Agreement expires under Section 5.1 or if Customer terminates this Agreement under Section 5.2, 5.3, or 5.4, (i) Developer shall be entitled to receive payment of all amounts then due and outstanding for Services performed under this Agreement through the effective date of termination; and (ii) with the exception of Content provided by Customer, Developer shall retain all rights in the Website and Work Product unless Customer exercises the transfer option under Section 4.3.

5.6. SURVIVAL. Sections 5.5, 6.1, 6.2, 8, 9, 10, and 11 shall survive any termination or expiration of this Agreement.

6. WARRANTIES AND COVENANTS

6.1. WORK PRODUCT WARRANTIES. Developer represents and warrants to Customer that (a) the Services shall be performed in a competent and professional manner by knowledgeable, trained, and qualified personnel, using sound, professional practices; (b) the Website and all Work Product shall conform to Customer's Specifications; and (c) there is no outstanding contract, commitment, or agreement to which Developer is a party or legal impediment of any kind known to Developer that conflicts with this Agreement or that might limit, restrict, or impair the rights granted to Customer under this Agreement.

6.2. CUSTOMER COVENANTS. During the term of this Agreement, Customer shall not knowingly provide Developer with any Content that (a) infringes on the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance, or regulation; (c) is defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; or (d) is obscene, pornographic, or indecent.

6.3. DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH IN SECTIONS 6.1 and 6.2, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

7. OWNERSHIP.

7.1. OWNERSHIP OF WORK PRODUCT. Subject to the provisions set forth in Section 5.5, the Work Product is and shall remain the sole and exclusive property of Developer, and Developer shall retain all rights therein.

7.2. OWNERSHIP OF CONTENT. All copy and images provided by Customer, along with User Content, shall at all times remain the sole and exclusive property of Customer or its licensors, which shall retain all Intellectual Property Rights therein. Developer shall have no rights in such Content or User Content, other than the limited right to use it for the purposes expressly set forth in this Agreement.

8. INDEMNITY

8.1. CUSTOMER INDEMNITY. Customer shall defend Developer against any third party claim, action, suit, or proceeding alleging facts that (if true) would constitute a breach of any covenant contained in Section 6.3, and Customer shall indemnify Developer for all losses, damages, liabilities, costs, and expenses (including without limitation, reasonable attorney fees) incurred by Developer as a result of a final judgment entered against Developer in any such claim, action, suit, or proceeding.

8.2. DEVELOPER INDEMNITY. Developer shall defend Customer against any thirdparty claim, action, suit, or proceeding (a) alleging facts that (if true) would constitute a breach of any warranty contained in Sections 6.1 or 6.2; or (b) otherwise arising from any alleged act, omission, or misrepresentation by Developer or any Developer Personnel under this Agreement. Developer shall indemnify Customer for all losses, damages, liabilities, costs, and expenses (including without limitation, reasonable attorney fees) incurred by Customer, its affiliates, or its and their officers, directors, employees, and shareholders as a result of or in connection with any such claim, action, suit, or proceeding.

8.3. INDEMNITY PROCESS. The indemnifying party's obligations under this Section 8 are conditioned on the indemnified party's (a) giving the indemnifying party prompt written notice of any claim, action, suit, or proceeding for which the indemnified party is seeking indemnity under Section 8.1 or 8.2; (b) granting control of the defense and settlement to the indemnifying party; and (c) reasonably cooperating with the indemnifying party at the indemnifying party's expense.

9. CONFIDENTIAL INFORMATION. Customer's "Confidential Information" includes all passwords used in connection with the Mobile App (including any part of the Mobile App made available on a password protected server for testing and evaluation purposes), all Work Product, Content, Server Logs, and any other materials or information that Customer designates as confidential and/or proprietary, or that Developer should reasonably believe to be confidential and/or proprietary. Developer's "Confidential Information" includes the source code of any Developer Tools. Developer understands and agrees that Customer does not want any other Confidential Information of Developer, and should the parties believe that additional confidential information of Developer needs to be disclosed to Customer, the parties shall execute a separate nondisclosure agreement regarding such information. Each party shall hold the other party's Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party's Confidential Information for any purpose other than the purposes of this Agreement. The foregoing restrictions on disclosure shall not apply to Confidential Information that (a) is already known by the recipient, through no wrongful act or omission of the recipient, (b) becomes publicly known, through no wrongful act or omission of the recipient, (c) is received by the recipient from a third party without a restriction on disclosure or use, or (d) is independently developed by the recipient without reference to the providing party's Confidential Information.

10. LIMITATIONS ON LIABILITY. EXCEPT WITH RESPECT TO BREACHES OF SECTIONS 7 AND 9 AND EACH PARTY'S INDEMNITY OBLIGATIONS UNDER SECTION 8, LIABILITY SHALL BE CONFINED TO ACTUAL DAMAGES AND IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND; PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS PARAGRAPH IS INTENDED TO LIMIT ANY OF CUSTOMER'S RIGHTS UNDER SECTION 11.11.

11. GENERAL PROVISIONS

11.1. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Michigan, without reference to rules regarding conflicts of laws. Any dispute arising out of this Agreement shall be submitted to a state or federal court sitting in Grand Rapids, Michigan, which shall have the exclusive jurisdiction regarding the dispute and to which court's jurisdiction the parties irrevocably submit.

11.2. COMPLIANCE WITH LAWS. Each party shall comply with all applicable laws and regulations in the course of performing under this Agreement.

11.3. SEVERABILITY. If any court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, such provision shall be interpreted to the maximum extent to which it is valid and enforceable, all as determined by such court in such action, and the remaining provisions of this Agreement shall, nevertheless, continue in full force and effect without being impaired or invalidated in any way.

11.4. HEADINGS. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement.

11.5. INDEPENDENT CONTRACTORS. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. Developer Personnel shall work exclusively for Developer and shall not, for any purpose, be considered employees or agents of Customer. Developer assumes full responsibility for the acts of Developer Personnel while performing Services under this Agreement and shall be solely responsible for their supervision, direction and control, compensation, benefits, and taxes.

11.6. NOTICE. Except where provided otherwise, notices under this Agreement shall be in writing and shall be deemed to have been fully given and received when delivered by hand, sent by nationally recognized overnight courier, or sent by registered or certified mail, return receipt requested, postage prepaid, and properly addressed to the offices of the respective parties at the addresses set forth below the parties' signatures.

11.7. AMENDMENT; WAIVER. This Agreement may be amended only by a written instrument signed by each of the parties. A waiver of any right under any provision of this Agreement by either party shall be valid only if such waiver is in writing and signed by the party to be charged. No waiver of any right under any provision of this Agreement on any occasion shall be a waiver of any other right or under any other provision or on any other occasion. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.

11.8. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.

11.9. ORDER OF PRECEDENCE. In the event of any conflict or inconsistency between or among the terms and conditions of this Agreement and any Exhibit, the terms and conditions of this Agreement shall control.

11.10. ATTORNEYS’ FEES. In the event of any dispute between the parties concerning the terms and provisions of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

11.11. ENTIRE AGREEMENT. This Agreement, together with all related Exhibits and schedules, including without limitation the attached Exhibit A, constitutes the entire understanding and agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all prior or contemporaneous oral or written communications, all of which are merged in this Agreement. Neither party is relying on any warranties, representations, assurances, or inducements not expressly set forth in this Agreement.