Website Hosting and Management

Terms and Conditions

Effective 01.01.2021

1. Services to be Performed

Agency agrees to perform web development, maintenance and other support services on the Website(s). Such services may include off-server backups, backup restoration services, virus and malware scanning, uptime monitoring, plugin and theme updates, server management and updates, CDN services, video hosting, server and website hardening, licensing of certain plugins/themes/software and inspecting site errors.

Website Management Services do NOT include design, development or content updates to your Website(s), adding additional features/functions to your Website(s) or CMS, updating or coding bug fixes for 3rd party themes/plugins,  email or other telecommunications channel management, or other extemporaneous services not explicitly spelled out in these terms.

Agency agrees to provide certain third-party plugin and theme licensing gratis by Agency if needed on Website(s) while Website(s) is under this Website Management Services Agreement with Agency. (see Addendums, if applicable, for a list of included plugins) Agency does this under the allowed terms and conditions of those licensed products and as such included plugins and theme licenses may be subject to change without notice to Agency. Agency will provide notice of changes affecting Client’s Website(s) to Client when possible, but can not guarantee the availability or security of any third-party product indefinitely. Plugins or themes required for specific functionality requested by client may not be included in this agreement. The installation and purchase of licensing for these plugins and themes will be done in a separate agreement and/or added as an addendum to this agreement, with any necessary fee change orders, upon mutual agreement between Client and Agency.

2. Payment

Client agrees to pay Agency monthly at a predetermined rate. Additional services may be billed at a pre-agreed hourly rate or by project price quote, plus expenses. (All rates subject to change WITH notice.) Projects, meetings, requests, research, etc. are billed in 15 minute minimum increments with a project minimum of 30 minutes. Client agrees to pay expenses for excluded plugins, themes and products purchased and licensed WITH Client approval for Client projects. Agency reserves the right to add a mark-up to project expenses incurred by Agency.

3. Terms of Payment

Client shall register and setup automated monthly payments at pre-approved rates. Service begins on the date of the first payment and last for one month. Should a payment fail, client will receive up to a two week grace period, after which Agency reserves the right to limit access to website until account is current. Any missed payments may be added to and/or automatically billed as part of your next invoice.

4. Files

Files for print or other use will be released as needed; working files for future use or archive may be requested by Client for up to 1 year from the Work invoice date, once full payment for such work is received. A research fee may be charged to de-archive and prepare working files. Stock photos, illustrations and fonts are subject to licensing restrictions and may not be included with such files. Agency does not offer permanent file storage or file back up services.

5. Rights

Final Work. Upon completion of the Work and conditioned upon receipt of full payment of all fees and expenses due, Agency assigns to Client all copyright rights for final concepts, final layouts, and final designs created for Client under this Agreement, including any copyrights, in and to any artworks or designs comprising the works created by Agency for use by Client as a trademark. Agency shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Agency retains rights to work product, concepts and layouts that are presented but not accepted as final by Client. Client grants Agency a non-exclusive license to use images of Work for Portfolio and Promotional purposes.

Upon termination of this agreement, for any reason, the usage of non-transferrable  third-party licensing provided under this agreement may be revoked, in which case Client would have to purchase those licenses themselves from the respective third party vendors.

Trademarks. Agency does not represent that any art will be eligible for trademark registration. Client shall have sole responsibility for ensuring that any proposed trademarks or final deliverables intended to be a trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party.

6. Client-Supplied Materials

Warranty of Originality. Client warrants and represents that, to the best of his/her knowledge, the materials provided to Agency are original and have not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis;

that Client has full authority to make this agreement; and that the work prepared by Client does not contain any scandalous, libelous, or unlawful matter.

Infringement. Client hereby indemnifies, saves, holds harmless, and agrees to defend Agency from and against any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to use or use of any trademark, slogan, ad copy, or like work produced by Agency in reliance on Client’s statements above, and any use of Client-supplied materials or materials produced at the request and direction of Client, leading to any claim, demand, or action alleging any infringement on the rights of others.

7. Term of Agreement

This Agreement will become effective when first payment is received  from Client, and continue until terminated by either party. Either party may terminate this Agreement at any time. Agency shall be entitled to full payment for all services performed and expenses incurred on behalf of Client, including subcontractor fees, prior to the date of termination. Monthly subscription fees are considered non-refundable unless otherwise approved by Agency.

8. Illegal/Unsuitable Content

Agency provides professional hosting for business clients. As such, client agrees they will not utilize this service to host any content deemed illegal, inappropriate or pornographic according to the laws and regulations of the United States of America, and the State of Indiana. Should client be found to host illegal, inappropriate or pornographic content, Agency reserves the right to remove said content at any time without pre-removal notice to client. Final decisions on the suitability of any questionable content are those of the Agency alone. Client agrees to hold Agency harmless and to cover any and all legal fees, or incidental damages as a result of Clients violation of this term of the agreement.

8. Limited Liability

Except in the instance of the events outlined in the above section, neither party shall be liable for the other’s lost profits, or special, incidental, or consequential damages. Agency’s liability to Client shall not exceed the amount paid by Client to Agency for the Work. Client agrees to be available for and to provide final approval for all work before it is sent to a third party for final production, including but not limited to print, web design and development, “live” activation of web content, electronic or hard copy publication, and app development and release, as well as any other public release of the Work, and shall release Agency from all liability for errors and omissions in such materials once Client has granted his/her approval.