1. Authorization.
The above-named business, also hereby known as “Partner” is engaging Scope 10, a Wisconsin Corporation, also hereby known as “Agency” for the purposes of digital media, website development and/or Marketing services. The Partner authorizes Agency to publicize their completed website to search engines, as well as other web-based directories, indexes, and Agencies own Portfolio to display online upon final signed approval.
2. Website Development Investment.
Website development will include ALL phases from planning, strategy, design, programming, and final deployment in one investment excluding agreed to monthly fees and marketing services.
3. Website Hosting, Maintenance, Updates
3.1 Hosting and Maintenance.
Monthly fees include the following: One-time non-billable Website training, 2 hrs./mo. of website updates (no accumulation), 16/7 Customer Service & Support, on-demand Google Analytics Reporting, web hosting, plugin updates, software updates, security updates, weekly website backups, 99.9% website uptime and weekly website backups.
3.2 Website Update Inclusions
Website updates include but are not limited to the following: Content updates/revisions, Image updates, link updates, Gallery, and slider updates. Requests for updates will be processed accordingly and Scope 10 will make every effort within reason to complete updates in a timely manner. Requested updates are processed in the order they come in. Larger requests may take longer depending on size of request and work flow. If you require updates to be completed immediately, a $150 fee will be assessed for expediting your request.
3.3 Website Update Exclusions
Website update requests that require programming, new page creation, redesign to existing pages or website layout are not included in your normal website updates. The nature of these types of requests is considered billable time and billed at $150 per hour. Larger requests may take longer depending on size of request and work flow. Scope 10 will make every effort within reason to complete updates in a timely manner.
4. Additional Expenses/Amendments/Changes.
If Agency runs into significant or out of the ordinary issues that may require additional expenses, Agency and Partner agree to meet and discuss these potential expenses prior to Agency moving forward. If Partner agrees to move forward, a decision will be made during separate negotiations pertaining to Partner reimbursing the Agency for any critical requested expenses necessary for the completion of the project. Typical hourly fees are billed at $150.00 per hour above the scope of the agreed upon project. Agency prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of our Agency. To that end, we encourage input from the Partner during the planning and design process. The Agency understands, however, that Partners may request significant design changes to design or pages that have already been built to the Partners specification and approved by partner. To that end, please note that our agreement does not include a provision for significant page modification to materials previously approved by the Partner. However, if this circumstance does arise – it will be at the Agency and Partners discretion to negotiate any additional fees, if necessary, at that time. Typical hourly fees are billed at $150.00 per hour above the scope of the agreed upon project
5. Search Engine Registration.
The Agency will provide one-time, basic search engine optimization services to the Partners Web site with appropriate titles, keywords, descriptions and thereafter submit the Partners website index files to the search engines. More specifically, Google and Bing respectively. Scope 10 does not guarantee nor make any warranty of first page placement or representation of specific organic page placement on search engines. Basic SEO service does not constitute paid ongoing monthly seo services or additional marketing services.
6. Work Schedule and Completion Date.
Agency to submit a web design draft(s) within 15 business days after Agency receives signed agreement with payment, questionnaire, and initial direction from the Partner. Partner is to provide Agency with all the data needed to complete Web site, including text, company logo, and photos unless otherwise arranged. Agency may be asked to provide additional photos or content depending on agreement. Upon completion of each process stage, the Partner will be asked to confirm acceptance by signing a digitally provided approval form. Once each approval form is received from the Partner, the work necessary to complete the project will continue. Upon completion of the Web site, an e-mail or letter and invoice will be sent to the Partner advising that the work has been completed. Partner will supply written approval by digitally initialing each page in Web site PDF provided by Agency. After which final payment of project will be paid prior to publication.
7. Discrepancies
Should Agency and Partner experience any unusual circumstances resulting in disagreement of services, project guidelines, expectations or other issues related to the project and both parties are unable to come to mutual resolution, Partner may exercise their right to cancel agreement at any time by providing a written notification sent by certified US Postal mail or electronically via email. Partner agrees that in exercising this right, any monies already paid to Agency for their services will be forfeited and no refund will be provided back to Partner. If project has been completed, and partner wishes to cancel, partner agrees that all payments as previously agreed to according to this contract must be paid in full in order to receive website files. *Please see terms and conditions section 12 regarding website transfer fees and Terms #17, Cancellations.
8. Copyrights and Trademarks
Should Partner request Agency to provide images on Partners behalf, Agency will use “Royalty Free” licensed images made available through certain licensed software for this purpose. Image rates are charged a rate of $25.00 per image. Should an image license be questioned by a licensee after a website has been signed off on and approved for publication by Partner and there is no verifiable proof of license, Partner agrees to assume all communication, responsibility and any monetary damages to licensee and Agency or its affiliates are not to be held responsible. Should images be provided by the Partner, Partner represents to Agency and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Agency for inclusion in web pages are owned by the Partner, or that the Partner has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Agency and its subcontractors from any claim or suit arising from the use of such elements furnished by the Partner.
9. Assignment of Project.
The Agency reserves the right to outsource and/or assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. The Agency warrants all work completed by subcontractors for this project. When subcontracting is required, the Agency will only use industry recognized professionals.
10. Warranties and Liability.
Partner agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server, or the Agency. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. Partner hereby agrees to indemnify and hold harmless the Agency from any claim resulting from the Partners publication of material or use of those materials. It is also understood that the Agency will not publish information over the Internet which may be used by another party to harm another. Agency does not warrant the functions of the site will meet Partners expectations of site traffic or resulting business or that the operation of the web pages will be uninterrupted. Agency or its affiliates are not to be held responsible for occasional downtime of email or Web site due to line interruptions and/or other instances beyond Agency’s control.
11. Responsibilities
11.1 Our Responsibilities.
We shall: (i) provide Our basic support for the Purchased Services to You, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours’ notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Central Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.
11.2 Your Responsibilities.
You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality, and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the Services to store or transmit Malicious Code, (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (e) attempt to gain unauthorized access to the Services or their related systems or networks.
12. Website Transfer/Website File Preparation.
If partner desires to transfer website(s) to another provider/host, there will be a $450.00 (per website) file preparation fee assessed to this request. Any outstanding fees, trades, barters associated with the design, development and publication as previously agreed, must be paid in full prior to transfer of files. Please note that there are software licenses purchased by Scope 10 associated for the development of your website projects that are non-transferrable. The software or plugins used in the site will remain intact and fully functional, the licenses themselves will be removed. These licenses may include but are not limited to custom galleries, security software, mobile software, contact forms etc. If request is to be processed, transfer fees and any outstanding balances due to Scope 10 must be paid in advance before files are released. All necessary website files will be prepared in a zip file and delivered electronically to partner within a reasonable time. Scope 10 will not be responsible for uploading files onto a new server nor will Scope 10 assist in the editing of the website once delivery of files has been executed. Per Scope 10 policy, Scope 10, will retain a copy of all website files for a period no less than 30-days after account cancellation. It is agreed that under no circumstances will partner install website backup software or website backup plugin or allow a third-party vendor or associate to access the website with willful and/or malicious intent to download said files without verifiable written consent by Scope 10 or its managers.
13. Laws Affecting Electronic Commerce.
From time-to-time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Partner agrees that the Partner is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Agency and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Partners exercise of Internet electronic commerce.
14. Ownership to Web Pages and Graphics.
Copyright to the finished assembled work of web pages and graphics produced by the Agency shall be vested with the Partner upon final payment for the project. This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Partner for completion of this specific project. This does not include licensed software purchased by Scope 10. Agency and its subcontractors retain the right to display all designs as examples of their work in their respective portfolios.
15. Confidentiality and Nondisclosure.
Both Agency and Partner agree to hold confidential, proprietary information or trade secrets (“confidential information”) in trust and confidence and agree that it shall be used only for the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party. No copies will be made or retained of any written information or prototypes supplied without the permission of the other party. The undersigned agrees to the terms of this agreement on behalf of his or her organization or business. Authorized representative of the Partner certifies that he or she is at least 18 years of age and legally capable of entering an agreement on behalf of the Partner. The Partners right to use the work is conditioned upon receipt of payments as outlined below, and upon Partners compliance with the terms of this agreement.
16. Fees and Payments
16.1. Fees.
It is Your responsibility to pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable. User subscription fees are based on monthly (30 day) periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged a pro-rated fee based upon the monthly periods remaining in the subscription term. Fees associated with hosting or otherwise may incur normal annual rate increases to be determined by Scope 10.
16.2. Invoicing and Payment.
It is expected that monthly payments are to be paid by credit card only unless other arrangements have been previously set forth and mutually agreed upon. It is expected that You will provide Us with valid and updated credit card information. By providing credit card information to Us, you authorize Us to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, monthly or in accordance with any different billing frequency stated in the applicable Order Form. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information to eliminate the risk of overdue charges as stated or suspension of service.
16.3. Overdue Charges.
If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue a late interest charge at the rate of 10% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified.
16.4. Suspension of Service and Acceleration.
If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), Scope 10, at our discretion, may choose to temporarily suspend Your account until payment has been satisfied.
16.5. Payment Disputes.
We shall not exercise Our rights under Section 15.3 (Overdue Charges) or 15.4 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
17. Account Cancellations.
Scope 10 reserves the right to cancel services provided to partner, with or without cause, by providing a 30-day advanced written of intent to cancel services. If partner desires to cancel services with Scope 10, partner understands that there is a mandatory 30-day advance written notice of intent to cancel services that must be submitted to Scope 10 via email or received in writing via US Mail and that any monies, trade services or barter must be immediately disbursed to Scope 10 by way of check, cash or gift card unless otherwise agreed upon. Client understands that upon advanced 30-day written notice of intent to cancel, agency will charge one final monthly draft.
