Announced at C7 Innovate: Commerce7 has acquired WinePulse. Learn more
Last updated on: Oct 23, 2025
THIS WEBSITE DESIGN AGREEMENT (this “Agreement”) is a legal agreement between you (“Partner”) and FS Operations Canada LTd. (DBA Commerce7) pursuant to which Partner will provide Commerce7 and Commerce7's customers with access to Partner developed Websites and website design services as further detailed in the Partnership Program Sign-Up and Order Form (the “Order Form”). Commerce7 and Partner are referred to collectively herein as the “Parties” and each as a “Party”.
1.1. Engagement. Subject to the terms and conditions of this Agreement, Commerce7 hereby engages Partner, and Partner accepts this engagement.
1.2. Services; Ownership; License. Partner shall provide Commerce7 with website integrations and related services and Commerce7's customers (“Customers”) with Partner developed websites and website design services (“Websites”) (collectively, the “Services”). Partner shall provide the Services (a) in accordance with the terms and subject to the conditions set forth in the Order Form and this Agreement; (b) in a timely, workmanlike and professional manner; (c) in accordance with the highest professional standards in Partner's field; and (d) to the satisfaction of Commerce7. Commerce7 acknowledges and agrees that Partner shall retain all right, title and interest in and to the Services, including all intellectual property rights. Subject to the terms and conditions of this Agreement, Partner hereby grants to Commerce7 and the Customers, a limited, non-exclusive, non-transferable, royalty free, and perpetual license for Commerce7 and the Customer's and their respective authorized employees, agents, representatives, consultants, and contractors to access, display, reproduce and use the Services.
1.3. Independent Contractor. Partner shall perform the Services as an independent contractor. Nothing herein is intended to create an employment relationship between Partner on the one hand and Commerce7 and/or any of its Affiliates on the other, and Partner acknowledges that Partner is and shall remain at all times an independent contractor. Partner understands that, as an independent contractor, Partner will not be eligible to participate in or receive employment or other benefits under any benefit plan or program of Commerce7 or any of its Affiliates, including but not limited to health insurance, life insurance, unemployment, social security, worker's compensation, vacation, disability, or retirement benefits.
1.4. Statements and Reports. At Commerce7's request, Partner will issue to Commerce7 a quarterly statement for each fiscal quarter during the Term summarizing the Services provided to Commerce7 during the preceding fiscal quarter. Each statement will be due within fifteen (15) days following the end of each fiscal quarter, unless otherwise agreed by Commerce7. Commerce7 may also collect such information through the use of third party tracking applications and time management tools. During the Term, Partner will provide any periodic or requested reports, updates, or analyses as Commerce7 may reasonably request from time to time, and in such form as Commerce7 may reasonably direct.
2.1. Term. This Agreement shall commence as of the Effective Date and shall continue for a period of one year, and thereafter, will automatically renew for consecutive one (1) year terms unless notice of non-renewal is provided by either party to the other at least thirty (30) days prior to the expiration of the then current term (the “Term”).
2.2. Termination. The Term of this Agreement may be terminated by the Parties prior to its expiration as follows.
2.2.1 Partner may terminate engagement with Commerce7 during the Term due to Commerce7's breach of any material term or obligation to Partner under this Agreement, so long as Partner provides written notice of the alleged breach within thirty (30) days of the circumstances arising that Partner believes to constitute breach, and Commerce7 fails to cure such circumstances within thirty (30) days after such notice.
2.2.2 Partner may terminate his/her engagement with Commerce7 during the Term without cause at any time by giving Commerce7 at least sixty (60) days advance written notice, subject to the right of Commerce7 to make the termination date effective at any time during such notice period as Commerce7 determines in its discretion.
2.2.3 Commerce7 may terminate Partner's engagement during the Term (a) due to Partner's failure or refusal to provide the Services, which failure or refusal is not cured (if capable of cure) by Partner within thirty (30) days after receiving written notice from Commerce7; or (b) due to Partner's breach of any term of this Agreement, including, without limitation, the terms of Section 4 of this Agreement, which breach is not cured (if capable of cure) by Partner within thirty (30) days after receiving written notice from Commerce7; (c) or due to any violation of applicable law by Partner in connection with the provision of the Services, or any commission by Partner of any felony, or any act of embezzlement, theft, falsification, or crime of moral turpitude.
2.2.4 Commerce7 may terminate Partner's engagement during the Term without cause at any time by giving Partner at least thirty (30) days advance written notice, subject to the right of Commerce7 to make the termination date effective at any time during such notice period as Commerce7 determines in its discretion.
2.2.5 In the event of the death or disability of Partner, the Term of this Agreement will end upon the date of Partner's death or disability, and no further compensation shall be owed. For the purposes of this Agreement, “Disability” shall mean the inability of Partner to provide the Services, due to any health or medical condition for a period of more than ninety (90) days, whether or not continuous, in any 12-month period.
2.3. Effect of Termination. In the event of an early termination pursuant to Section 2.2, Commerce7 will owe Partner compensation only for Services actually provided and accrued through the date of termination. The rights and obligations of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
3.1. Compensation. For the Services to be performed hereunder, Partner shall be compensated in accordance with the terms set forth in the Order Form.
4.1. Partner acknowledges that during the Term of this Agreement Commerce7 may disclose or make available to Partner non-public, confidential or proprietary information of Commerce7 that, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this Agreement (the “Confidential Information”); Confidential Information also includes the terms of this Agreement. Confidential Information does not include any information that: (a) is publicly available other than as a result of a breach of the terms of this Agreement by Partner; (b) was known to Partner at the time of disclosure and not subject to a confidentiality obligation; (c) independently developed by Partner; or (d) is obtained by Partner from any source without any obligation of confidentiality. Partner shall: (x) protect and safeguard the confidentiality of the Confidential Information with at least the same degree of care as Partner would protect its own Confidential Information, but in no event with less than a reasonable degree of care; (y) not use the Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity.
5.1. General Representations and Warranties. Partner represents and warrants that it is duly registered, licensed and in good standing in the state of its registration, that it has all necessary authority to enter into and perform this Agreement, and that this Agreement will constitute a binding contract, enforceable against Partner in accordance with its terms. Partner further represents and warrants that (i) its full and timely performance of Services will not conflict with any other binding obligation or contract to which it is a party; (ii) the Websites, and the methods, tools and systems it uses to perform the Services will not infringe or violate the intellectual property rights of any third party; (iii) it has and will at all times have in place security practices and systems sufficient to comply with its obligations under this Agreement; (iv) all personnel utilized by Partner to perform the Services are and will be Partner's employees or Partner's subcontractors approved by Commerce7 at the time of performing the Services, and they will comply with all of Partner's duties hereunder, including confidentiality provisions and provisions regarding intellectual property rights and licensing; and (v) the Services will be performed in a professional, timely and workmanlike manner in accordance with all applicable provisions of this Agreement.
5.2. Services Representations and Warranties.
5.2.1 Partner represents and warrants that it has the right to grant and convey the rights that are granted and conveyed to Commerce7 in this Agreement. Partner warrants that Commerce7's exercise of any and all rights granted in this Agreement, and Commerce7's Customers' use of the Services as contemplated in this Agreement will not infringe, violate or misappropriate the intellectual property rights or other proprietary rights of any third party worldwide. Partner represents that there are no suits or other legal actions threatened or pending against Partner alleging infringement, violation or misappropriation of any intellectual property rights related to any Services existing, contemplated, or to be developed by this Agreement.
5.2.2 Partner represents and warrants (i) that no Website provided under this Agreement will be subject to any license or agreement requiring, as a condition of its integration and/or distribution, that any software into which it is integrated and/or with which it is distributed must be distributed in the form of source code and/or without charge; and (ii) that Commerce7's or a Customer's exercise of the licenses granted under this Agreement will not impose or purport to impose upon Commerce7, any Customer, or any third party, any duty to distribute any software whatsoever in source code form and/or without charge.
5.2.3 Partner warrants that, at the time of delivery to Commerce7 of any software code of any kind, if applicable, such code will not contain any computer viruses or any code designed to disable or damage either the Services or any other software, data or computer systems whatsoever.
6.1. Use of and access to the Commerce7's systems, software, technology, processes, infrastructure, applications, databases, Commerce7's customer data (including, without limitation, sales and other commercial related metrics, whether anonymized or in any other form) and environment (collectively, the “Platform”) is permitted only by Partner. Under no circumstances may Partner modify, decompile, reverse compile, disassemble, reverse engineer, decrypt, or otherwise seek to recreate the source code of any aspect of the Platform, modify or adapt the Platform in any way, use the Platform to create a derivative work, or grant any other person or entity the right or access to do so, without the Commerce7's advance written consent. Except as expressly authorized by this Agreement, and without limiting the foregoing, Partner represents and warrants that it will not (a) modify, copy, duplicate, reproduce, unbundle, license, sublicense, sell, assign, transfer, display, distribute, lend, rent, lease, sublease, or make available the Platform or any portion thereof to any third party; (b) provide, transmit, disclose, divulge, or make available to, or permit use of the Platform by, any third party or entity; (c) use the Platform in a service bureau, out-sourcing or other arrangement to process or administer data on behalf of any third party; (d) publish, post, upload, or otherwise transmit any unlawful, false, offensive, defamatory, or infringing data or any data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any systems, data, personal information, or property of another; (e) use or knowingly permit the use of any security testing tools in order to prove, scan, or attempt to penetrate or ascertain the security of Commerce7 or the Platform without the prior written consent of Commerce7; (f) attempt to gain any unauthorized access to the Platform or Commerce7 customer data or attempt any unauthorized alteration or modification thereof; (g) use or launch, or knowingly permit the use or launch of, any automated system, including, without limitation, “robots,” “spiders,” or “offline readers,” that access the Platform; or (h) use the Platform or the information contained therein in violation of any applicable law or regulation.
7.1. Partner is solely responsible for the content of any postings, communications, data, or transmissions using the Platform, or any other use of the Platform by Partner or by any person or entity Partner permits to access the Platform. To the extent the Platform allows uploading or posting of content or data by Partner, Partner will ensure that any content or data posted by or on behalf of Partner is not inappropriate, illegal, obscene, threatening, libelous, discriminatory, hateful, or in violation of any third-party rights. If and to the extent the Platform includes, integrates or links to any third party content, data or software, including without limitation any open source services (collectively, “Third Party Content”), Partner acknowledges and agrees that (a) Commerce7 is not responsible for any Third Party Content and it is provided as is; and (b) any Third Party Content may be subject to additional terms and conditions (including applicable terms of use, privacy policies, end user license terms, etc., for which Partner shall be responsible for agreeing to and complying with. Partner represents and warrants that it will: (a) not use the Platform in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; (b) not violate or tamper with the security of any Commerce7 computer equipment or program; (c) not aggregate, assign, pass through, proxy, relay, provide, or replay any information, including, but not limited to, Commerce7's Confidential Information and Commerce7's customer data (including, without limitation, sales and other commercial related metrics, whether anonymized, aggregated or in any other form) to any third-party; and (d) comply with Commerce7's rate limits as documented by Commerce7 or otherwise communicated to Partner. Partner acknowledges and agrees that the use of Artificial Intelligence (AI) systems, tools, or models, including but not limited to, generative AI, machine learning models, chatbots, or automated decision-making systems, in connection with the Services or use of the Platform is strictly prohibited unless prior approval is obtained from Commerce7. If Commerce7 has reasonable grounds to believe that Partner is utilizing the Platform for any illegal or disruptive purpose, Commerce7 may suspend the Platform immediately with or without notice to Partner. Commerce7 may terminate the Agreement for breach of this Agreement if Partner fails to adhere to the foregoing acceptable use standards. Partner shall defend, indemnify and hold harmless Commerce7 from and against all liabilities and costs (including reasonable attorneys' fees) arising from any and all third-party claims based upon the content of any such communications.
8.1. Notices. Any and all notices required in connection with this Agreement shall be deemed adequately given only if in writing and personally delivered, or sent by nationally recognized overnight carrier or first class, registered or certified mail. Acknowledgment of receipt of an e-mail by the person to whom it is directed shall be considered personal delivery. Notices to Commerce7 shall be directed as follows:
Commerce7
Address: 540 Devall Dr Suite 301
Auburn, AL 36832
Attention: Legal Department
Email: Charles.Kallenbach@fullsteam.com
Notices to Partner shall be addressed to Partner's last known address on file with Commerce7.
8.2. Waiver of Breach. A waiver by either Party hereto of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver or estoppel by the non-breaching party of any subsequent breach, and no waiver shall be valid unless it is contained in a signed writing.
8.3. Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of Commerce7 and its successors and permitted assigns and this Agreement shall be binding upon Partner and shall inure to the benefit of Partner and his/her successors, heirs, legal representatives, executors, and administrators. Partner acknowledges that the Services to be rendered by Partner under this Agreement are unique and personal. Except as otherwise set forth in this Agreement, Partner may not assign any of its rights or delegate any of its duties or obligations under this Agreement nor engage any person other than Partner to perform the Services. This Agreement is assignable by Commerce7 without the consent of Partner to any Affiliate or to any person in any merger, combination, consolidation or reorganization to which Commerce7 is a party or in any sale of substantially all of the assets of Commerce7, and the term “Commerce7” shall mean and include the party so named in the preamble of this Agreement and the surviving entity of any merger, combination, consolidation or reorganization to which Commerce7 is a party or the purchaser of substantially all of the assets of Commerce7.
8.4. Third Party Beneficiaries. The Parties acknowledge and agree that the direct and indirect parent companies, subsidiaries and affiliated companies of Commerce7 are intended to be beneficiaries of this Agreement and shall have every right to enforce the terms and provisions of this Agreement in accordance with the provisions of this Agreement.
8.5. Non-Disparagement. Partner hereby agrees, covenants and warrants that, during the Term and for a period of two (2) years thereafter, Partner shall not engage in any conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity, reputation or good will of the the Commerce7 or its Affiliates. Nothing herein shall prevent Partner from making any truthful statement in connection with any legal proceeding or investigation by any governmental authority.
8.6. Cooperation. Upon Commerce7's reasonable request following the termination of Partner's engagement, Partner will use reasonable efforts to assist and cooperate with Commerce7 and any Affiliate in connection with the defense or prosecution of any claim that may be made against Commerce7 or any Affiliate, or in connection with any ongoing or future investigation or dispute or claim of any kind involving Commerce7 or any Affiliate, including any proceeding before any arbitral, administrative, regulatory, self-regulatory, judicial, legislative, or other body or agency. Partner will be entitled to reasonable reimbursement for his/her time and for reasonable out-of-pocket expenses, including meal, travel and lodging expenses and attorneys' fees (unless prohibited by law or ethical rule) and charges, incurred by Partner in connection with providing such assistance.
8.7. Indemnification. Partner shall defend, indemnify and hold Commerce7 and its officers, directors, agents, employees, Affiliates, successors, and assigns harmless from and against any and all claims, causes of action, damages, losses, costs and expenses (including reasonable attorneys' fees), judgments and liabilities made against or incurred by Commerce7 arising out of the acts or omissions of Partner in the performance of this Agreement. This Section shall survive the termination of this Agreement.
8.8. Existing Restrictive Covenants. Partner represents and warrants that the engagement of Partner to provide the Services hereunder does not and will not breach any agreement that Partner has with any former employer to keep in confidence proprietary or confidential information or not to compete with any such former employer. Partner covenants that he/she will not disclose to Commerce7 or use on its behalf any proprietary or confidential information of any other party required to be kept confidential by Partner.
8.9. Disclosure of Agreement. Partner acknowledges and agrees that Partner will disclose the existence and terms of this Agreement to any prospective employer, partner or co-venturer prior to entering into an employment, partnership or other business relationship with such prospective employer, partner or co-venturer.
8.10. Entire Agreement. This Agreement constitutes the entire agreement among the Parties hereto with respect to the subject matter hereof, and supersedes and terminates any prior agreements among the Parties hereto (written or oral) with respect to the subject matter hereof.
8.11. Amendment. Except for judicial modifications expressly provided for herein, no change or modification of this Agreement shall be valid unless made in writing and signed by Partner and Commerce7.
8.12. Negotiation and Execution of Agreement. This Agreement was negotiated at arm's length with each Party being advised and having full opportunity to use legal counsel. No Party shall be construed as the drafter so as to have language presumptively construed against it. This Agreement may be executed in original or facsimile counterparts each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument.
8.13. Warranty. Partner warrants that the execution and delivery of this Agreement does not conflict with, or result in a breach of or constitute a default under, any agreement or contract, whether oral or written, to which Partner is a party or by which Partner may be bound.
8.14. Governing Law, Forum. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required. Each of the Parties submits to the exclusive jurisdiction of the appropriate state or federal court sitting in the State of Delaware in any action or proceeding seeking to enforce any provision of, or arising out of or relating to, this Agreement. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THE TERMS, OBLIGATIONS AND/OR PERFORMANCE OF THIS AGREEMENT. Process in any action or proceeding referred to in the preceding sentence may be served on any Party anywhere in the world.
8.15. Updates to Agreement. Commerce7 reserves the right to revise and update the terms of this Agreement at any time with or without notice. All revisions and updates are effective immediately when posted to Commerce7's webite as indicated in the “Last Updated” date above. Partner agrees to review the latest version of the Agreement on the webite periodically to remain aware of any modifications to the Agreement. Any provision of Services by Partner after any revisions or updates will constitute acceptance by Partner of such changes.
8.16. Costs and Attorney's Fees. If any action at law or in equity is brought to enforce or interpret any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other party the reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which the prevailing party may be entitled.
8.17. Survival. The rights and obligations of the Parties in Sections 4 and 5 shall survive termination of Partner's engagement in accordance with the terms of those Sections.