terms of service

TOS

Website Contract for adPRO clients

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  • Terms of Service and Contract expire April 30, 2016 New Website Build Proposed by adPRO For St. Paul's Episcopal Church webdesigner logoSt. Pauls Introduction In this document we try to write everything in plain English, and to do that we use terms like “we” and “you” a lot. “We” and “us” and “the Company” means adPRO. We are a sole proprietor in the State of Maryland. The “You” and “The Client” in this document is you, our Client (Listed above.) Occasionally in this document you will see an FYI. These are helpful tips that we offer from our long experience of working with clients and seeing web projects through to completion. You will also frequently see some italicized text that designates an important point we don’t want you to miss. There is some unavoidable legalese at various places in the document. Sorry. Our attorney required it. If you need assistance translating, be sure to ask your attorney. The Project You are hiring adPRO to complete your project according to the specific scope of work we described below in sections named: PROPOSAL OF SERVICES. The proposed cost of the project in the proposal includes only this work. We want you to be completely satisfied with your web design project, and we understand that sometimes changes to the project will occur. If you elect to make changes to the original scope of the project, standard additional costs will be involved at a rate of $125/ hour billed in 15 minute increments. FYI, making changes early in the project is often less expensive than making changes toward the end of the project. Proposal of Services The Proposal of Services as listed below include details of the work to be provided to the Client by the Company, including without limitations, the deliverables and specifications thereto, and any and all compensation to be paid for such work. If additional services are requested by the Client, the parties may enter into other such Proposal of Services signed by the parties. Notwithstanding the forgoing, the terms of any Proposal of Services entered into between the parties, shall be in addition and supplemental to the terms of this Agreement. If there is a conflict between the Agreement and any Proposal of Services, the terms of this Agreement shall be binding. Site to include: Up to 35 pages total Site will be mobile responsive (this is not custom coded) The following is a list of pages and features: Home Our Service Worship About History Our Beliefs Finances Faith Stories 2Gallery pages Parish News Article to start Blogroll Rector Notes Bulletins Vestry Notes Parish Events Resources Outreach WMJS - with Donate now button Upcoming Events Past Events Community Ministry Youth Ministry Food Distribution Diversity Workship Reading Camp Farming 4 Hunger Heartfelt Food Drop Hall Rental - with contact form Donations & Giving Contact - with contact form Privacy Website Terms Antispam Policy Notes: a.contact page to include contact form, b. each page can contain a maximum of 2 images plus logo/ header, c. photos are used as delivered unless graphic design or Search Engine Optimization plan is purchased. d. a page can include up to 750 words. __________________________________ Also included in your website package is an hour walk through of site and training on how to post to your blog and add images. Social Share icons will be added to the site making it easy for the viewer and the person posting to share your pages on social media. Google Analytics will be added to the website dashboard. Google Analytics lets you do more than measure sales and conversions. It also gives insights into how visitors find and use your site, and how to keep them coming back. This information can also be related to other online advertising and marketing efforts, as well as, real world ad campaigns. Site is considered property of adPRO and will not be fully launched until payment is made in full. Site Investment........................................Reg. $6315 ..........................Your Price...$3300 credit card payments incur an additional 4% charge ANNUAL HOSTING 1ST YEAR FREE. THEREAFTER HOSTING SERVICES ………$240/ YEAR Additional basic static pages ...................................................................$150/ page adPRO's hourly rate for additional projects reg. $125/ hour Your rate..........$75/ hour (billed in 15 min. increments)
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  • Content Writing Services Please remember unless you have hired adPRO to include content writing which will be noted as a line item in your contract, adPRO is doing this to help but it is not part of website design. So we would ask that if you want links to such things as manufacturers that you send the exact url to be linked to. Also if you want information on a certain topic please don't just send us a link to a website with that topic on there. Please send the information as you would like it on your website. Otherwise researching and writing specific website content is beyond the scope of your contract and will incur additional charges. Email Services Please Note: adPRO does NOT warrant, or sell email services with domain or website services. Understanding that you may want to use your @domainname.XXX for email, we are happy to help you repoint the email server to your choice of email services. Should you require any assistance or service after the repointing this will incur additional charges. Website Training Services Website Design services include 1 hour training through join.me/adprodebbie or another online meeting place. Basic Training includes the following topics: How to add a post, Your Wordpress Dashboard, What not to do with your new website. Training must occur within 30 days of website completion and launch. If training does not occur in 30 days client forfeits the right to be trained. If Additional training is required additional billing will be incurred at a rate of $125/ hour, billed in 15 minute increments. Time Frames It is our experience that a typical web site design project takes about 4 weeks (not including holidays). This is a rough estimate and depends on a number of factors, including the complexity of your project, our current workload, material availability, and programming issues that might arise. We do have an active queue of work and we do not place your project in that queue until your initial payment has been received (see below). While we endeavor to start your project quickly, we will not begin your project until it reaches the front of our queue so that it can receive our full attention. Because of our current workload, projects requiring a “Rush” will incur a 45% markup of the total project cost. This increase is necessary to cover the overtime necessary to complete your project in the timeframe you require. In our experience, your projects can often stall as we wait on materials, feedback, or approvals we have requested from you. We understand why it happens – you have a business to run. But please understand that we do too. In order to keep your project moving we need to require approvals or change requests be made within 72 business hours (3 business days) of us asking for them. If approvals or change requests are not made in 72 hours they will be considered approved and the project will move forward. You will be billed for the final balance of website in 30 days from date that the 50% deposit was paid or at site launch whichever is sooner. If site is not complete because of clients lack to provide materials or review site for approval work will continue and will be build at a rate of $125/ hour, billed in 15 minute increments. Fees and Payments 50% Payment is due at start of website build, and final 50% is due in 30 days or at site launch, whichever is sooner. A 4% fee is added to all bills being paid by credit card. ANNUAL HOSTING 1ST YEAR FREE. THEREAFTER HOSTING SERVICES ………$240/ YEAR Late Payment and Collections Policy All invoices pertaining to web hosting, security, or any work on your web site are payable on receipt. If an invoice goes unpaid for more than 30 days after the invoice was sent, we reserve the right to suspend and remove applicable services rendered. Amounts due and unpaid shall bear an interest at the rate of twelve percent (12%) per annum. Client agrees to pay all costs of collection including external collection company, including attorney’s fees, as additional sums owed under this Agreement. Client further acknowledges and agrees that if a check tendered for payment is not honored by the bank for non-sufficient funds (“NSF”), it will not be re-deposited. If the bank does not clear the check, the Client will incur a fee of $35. The Client must immediately send a certified check or money order for the amount due, including the NSF fee, to the Company to cover returned check. Postdated checks are not an acceptable form of payment. adPRO bills are to be paid net 15 days unless another arrangement is made ahead of time. The Client understands and agrees that if website design, search optimization, hosting or any other bill related to the client’s website is late more than 30 days adPRO reserves the right to put up an under maintenance landing page and revoke all editing privileges until all debts are cleared. adPRO reserves the right to place a maintenance notice on any websites in arrears for any reason. This includes web design, maintenance, search engine optimization, digital marketing, and any other billable items. Refunds adPRO has a strict no refund policy. The Use of Third Party Images and Photography If you (The Client) provide us with images or photography for use on your web site, securing the appropriate license to use them is your responsibility. You (The Client) assumes the full risk of liability for the use of those images. If you are in doubt of the licensing status of an image, contact the original artist before providing it for us to use in your design project. The Client agrees not to include any images on your web site (like those found on Google’s image search) without securing approval from the copyright holder for the image or determining that the image is in the public domain and has no restrictions for commercial use regarding it. Certain media companies, like Getty Images, employ software that combs the Internet for web sites using their images without a license. Many small businesses have received demand letters for thousands of dollars because they used a single copyrighted image, even innocently, on their web sites. This is a common occurrence. Search for “Getty Images letter” and find hundreds of horror stories from small businesses. Should you provide images from services like this without obtaining a license you agree to protect and hold adPRO harmless from all fines, penalties and lawsuits. The client understands they are totally responsible and agree to pay all damages. An investment in professional photography can make a significant difference in the visual impact your web site has on a visitor. We (adPRO) work with several photographers at varying price points should you desire this service. If you do not have professional photography and do not desire to employ a photographer, we often utilize royalty-free images obtained from stock photo web sites. The cost for licensing this stock photography is not included in the proposal and is billable on the final project invoice. We will ask for your approval before purchasing any stock photography. It’s usually very reasonably priced. We also have site memberships that will allow adPRO to offer the Client varies images at no charge at all. The Use of Third Party Hosting If adPRO is maintaining or working monthly search engine optimization services and the client’s hosting service are not able to use the tools adPRO regularly uses such as ithemes security Pro, and Back Up Buddy will incur additional charges. (To be billed $125/ hour billed in 15 minute increments for backup services, security services, and malware or hack cleanup.) Should adPRO have to engage with an outside hosting, design company or security (or any third party company) on your behalf additional billing will incur at the rate of $125/ hour billed in 15 minute increments. The Use of Third Party Services Should adPRO have to engage with an outside hosting, design company or security (or any third party company) on your behalf additional billing will incur at the rate of $125/ hour billed in 15 minute increments. Terms of Use, Policies and Other Legal Pages Depending on the nature of your site and your location, legal pages such as Terms of Use and policy pages such as Privacy Policy, Return Policy, Disclaimers, Website Terms etc. may be required for your site by government entities, vendors or licensing agencies. It is the sole responsibility of the client to determine whether such pages are required, and the creation of such pages is not included in the Proposal of Services for your new web site unless specifically itemized in the proposal. You (The Client) should consult an attorney to determine if the content on these pages follows legal standards. You, The Client, assumes the full risk of liability for the use of these pages. 508 handicap - disability compliance (You) The client, understands adPRO does not specialize in 508 compliance and can only make basic suggestions regarding 508 compliance. It is the sole responsibility of the client to determine if they are in an industry in which the federal government requires compliance. Intellectual Property (Who Owns What) The Client web site will be built using the WordPress content management system. WordPress and its associated software are “open source,” distributed under the GNU General Public License. We (the Company) use WordPress to power your web site, but neither of us “own” WordPress or the third-party plugins used to add features to your web site. When you, The Client, hire us, The Company, to build your web site, add onto your site, optimize your site, or add new plugins and themes, you are not purchasing WordPress, you are retaining our services to create a semi-customized web site using the WordPress system. The web site design that we, The Company, create for you, The Client, is licensed by us to you for one domain only (www.yourname.com). It may not be redistributed, resold, or modified for another domain in any way. If you would like to use your site or theme on additional domain(s), please let us know and we will provide a quote for additional licensing. We’re easy to work with on this and the cost is typically minimal. In some cases the domain (www.-Generic-Industry-Keyword.com ) is owned by adPRO. It is only on loan to you, the Client, for as long as we manage your site. If the domain is a keyword rather than a branded domain THE CLIENT DOES NOT OWN IT, UNLESS ARRANGED IN ADVANCE OF USE. Any custom graphics, images, or photography we, The Company, develop for your website belong to adPRO unless this has been negotiated in writing. If you require high-resolution versions of any of these images or photographs we develop (for use in print, advertising, merchandise, etc.), additional licensing or design work may be required. This may incur additional charges. When we utilize images or other content that are licensed for use on your web site by a third party, that party retains ownership of the content in question according to the terms of their own license agreements. For example, if we use a stock photo on your site, you may pay for the license to use the photo on your site but you do not own that photo. If you have questions about licensing issues like this, just ask. If we create graphics, images, video or photography adPRO owns and retains the copyright. During the process of creating your web site, we will create various types of code, functionality, and processes. While this work is used on your web site, we retain ownership of these as our intellectual property and reserve the right to use them on future web sites as well. We also reserve the right to use any part of any theme we develop for in future projects. The re-use of code and visual elements helps us serve our future clients better just as your web site will benefit from things we have learned and developed in our previous projects. Plugin Licenses and Updates One of the great strengths of WordPress is its immense ecosystem of third-party add-on software called plugins. Many of the plugins we use are free. However, we often use premium WordPress plugins that require an annual licensing fee for ongoing updates and support. Plugins used on your web site are provided at their current software version. We do not guarantee updates or security patches for any premium or free plugins used on your site. Web Site Security Studies have shown that the most common way that hackers gain access to your web site is through keylogging programs installed on the infected computers of users. You agree to protect any computer that will log into the website by: installing and maintaining updated security software, using the most up-to-date version of your preferred web browser, keeping the operating system patched with recommended updates, and keeping versions of Flash and Java up to date if they are installed. If you are purchasing one of our security packages your site will be monitored, cleaned from malware or a hack penetration and backed up to protect your business. Note: This does not help any affected computer that may have caused or contracted the malware. This is site protection only. Although The Client must understand no Security service is full proof and can be claimed as 100% hack free this would be an unrealistic expectation and therefore a 100% hack and malware free site is not guaranteed. WiseWeb Hosting® - Site Hosting Service Pricing in our proposal assumes web hosting on a service which adPRO is a reseller for. These hosting servers are optimized for workflow. We cannot be responsible for the speed of your site, the performance of any of your site features, or the uptime of your site due to server issues especially when hosted outside of adPROs normal servers. We maintain a relationship with the server owner in order to help with any issues that arise. In some cases it may be necessary for you to hire an IT company to diagnose issues that you may think are related to your host or website. Fixing items related to web hosting is considered billable. Should we have to interact with your IT company these hours are also considered billable. Sites over 250MB are considered very large and will incur additional charges for time, software and storage. Disclosure to Law Enforcement We may disclose information about our clients to law enforcement agencies without further consent or notification to the client upon lawful request from such agencies. We will cooperate fully with law enforcement agencies. Domain Names adPRO is not responsible for suspension or loss of any domain names at anytime for any reason. Marketing and Attribution Link We reserve the right to use your project as an example in our promotional material and case studies. At the end of your project, we may ask you for a quote describing your experience working with us. We may also ask you to be a reference should any future clients desire to speak with people we’ve worked with in the past. Finally, we will place a small text link (called an attribution link) in the footer of your web site that states something like “An adPRO Design” and links back to our home page. If you receive a free links, advertising or listings on any of our other websites we will also add a link to these sites from your site. Indemnification The Client agrees to indemnify and hold harmless adPRO, its subsidiaries, contractors, vendors, employees and affiliates and each of their respective directors, officers, employees, shareholders and agents (each an “Indemnified Party”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arise out of, or relate to the Agreement, Client’s use of the Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party. Choice of Law and Forum This Agreement, and any related Statements of Work, shall be construed in accordance with, and governed by, the laws of the State of Alabama without regards to Conflict of Law principles. In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Agreement or in the event of a claimed breach of this Agreement, the parties hereto agree that such dispute shall be determined by arbitration conducted by the American Arbitration Association pursuant to its commercial arbitration rules. The arbitration shall be conducted in Calvert County, Maryland, unless both parties agree in writing to a different location. The arbitration award is enforceable as a judgment of any court having proper jurisdiction. Refusal or Discontinuation of Service We reserve the right to refuse, restrict or terminate service to any client for any reason or for no reason at all. Disclaimer of Warranty WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT SERVER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. Limitation of damages or liability IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR HARM CAUSED BY OR RELATED TO THE CUSTOMER'S SERVICES OR INABILITY TO UTILIZE THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. Not withstanding anything else in this Master Services Agreement, the maximum aggregate liability of adPRO and any of its employees, agents, contractors or affiliates, under any theory of law should not exceed the amount of fees it has collected on the customer’s account in the last six months. Sever-ability No part of this Agreement will be affected if any other part of it is held unenforceable or invalid. Headings The headings in this Agreement are inserted for convenience only and are not a part of this Agreement. Entire Agreement This Agreement, and any Statements of Work attached, constitute the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be waived, assigned, extended, amended, supplemented or modified orally, but only by a written instrument signed by the party against whom enforcement of any such waiver, assignment, extension, amendment, supplement or modification is sought. Modifications This Agreement may not be changed or modified except in writing signed by the parties. Construction The parties acknowledge and agree that they have read, understood and have actively negotiated the terms of this Agreement, participated in its drafting and have been represented by legal counsel. Therefore, this Agreement shall not be deemed to be the product of either party and shall not be enforced or interpreted any more stringently or strictly against either party. Assignability Neither the Company nor the Client may assign this Agreement without the prior consent of the other.
  • You agree to assign one designated person to be adPROs contact for questions and or approvals. If more people are involved in the approval or correction process it is up to this contact to interact with them and give adPRO all page changes at one time. The contact person assigned for the projects covered under this contract are to be noted in the form below. Should this contact change for any reason a ramp up fee of $500 will be charged. This covers review of project, review of contract, and 1/2 hour training on website maintenance / edits or other services used by client.