CLIENT:
Any individual, company, LLC or other entity utilizing the services of 1 PLUS DESIGN.
CONTRACT:
An agreement made between 1 PLUS DESIGN and CLIENT, whether written or by email or fax.
1 PLUS DESIGN:
An LLC company. located in Carson California.
A. Authorization
1. A CLIENT engages 1 PLUS DESIGN as an independent contractor for a specific project either in writing or via email. When necessary, the CLIENT authorizes 1 PLUS DESIGN to access their ISP account, and authorizes the ISP to provide 1 PLUS DESIGN with any necessary "write permission" for the CLIENT's web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The CLIENT also authorizes 1 PLUS DESIGN to publicize their completed website to Web search engines, as well as other Web directories and indexes.
B. Warranties
1. 1 PLUS DESIGN represents and warrants to the CLIENT that it has the experience and ability to perform the services required in any agreed upon CONTRACT; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this CONTRACT; and that its performance of any CONTRACT shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws. However, CLIENT will not determine or exercise control as to general procedures or formats necessary to have these services meet CLIENT's satisfaction.
The CLIENT represents and warrants to 1 PLUS DESIGN that it will provide CLIENT materials as required in a professional, competent and timely manner; that it has the power to enter into this Agreement on behalf of CLIENT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws.
C. Standard Products and Services
1. WEB SITE DEVELOPMENT: Unless otherwise stipulated in the CONTRACT, the standard website development as defined through 1 PLUS DESIGN is as follows:
a. E-mail/phone consultation. (Initial planning/development consultation is free)
b. Up to 1 hour total general Internet orientation, education, marketing strategy, and Web design consultation. Telephone long distance charges are in addition to rates quoted. Additional education and consultation is at our hourly rate of $75.00.
c. Content. Final content shall be supplied by the CLIENT (200 words per page approximate maximum. Web pages of more than 1,200 words of text may be subject to additional fees for increased formatting time.)
d. Links. Up to an average of 6 external links per page, and an e-mail response link on each web page to any e-mail address the CLIENT designates.
e. Custom Graphics. Company logo or other top-of-page graphic, bullets, lines, colored or textured background as well as six photos or graphics per page is included. Beyond the six photos or graphics per page, an extra charge may apply for scanning services, photography, and graphic design and modification.
f. Installation of Web pages on the CLIENT's ISP host computer.
g. A maximum of two revisions will be included to the draft website at no extra cost to create the look and feel that is desired. Further revisions will be billed at the normal hourly rate of $75.00.
h. Minor updates and changes to existing Web pages for 2 weeks from completion of website (includes up to a half-hour per page total, subject to the limits outlined below).
i. Initial marketing and registration to major free search engines as determined by 1 PLUS DESIGN. At no time does 1 PLUS DESIGN promise or imply that the CLIENT's website shall obtain a certain rating in the search engines.
2. WEB HOSTING: Unless otherwise stipulated in the CONTRACT, the standard website hosting as defined through 1 PLUS DESIGN is as follows:
a. As an Internet World Wide Web service provider, 1 PLUS DESIGN provides a server computer that is integrated into the Internet. This server computer will send and receive information as related to the World Wide Web. The CLIENT will be connected to and utilize the hardware and software facilities of 1 PLUS DESIGN to establish an Internet web site.
b. Included in the web site hosting package is email service with access to an SMTP server for outgoing emails and POP3 and forwarded email addresses for incoming emails. Additionally included is a web-based password-protected email application for sending & retrieving emails.
c. Domain name search and advice. If a domain name is needed for the website, 1 PLUS DESIGN will suggest appropriate names and do a search to ascertain the availability of those names. The determination of a domain name's availability does not guarantee it will be still available at the time of registration.
d. Domain name registration or transfer. If needed, 1 PLUS DESIGN will assist CLIENT to complete the necessary forms to register or transfer a domain name as selected by the CLIENT. Although 1 PLUS DESIGN will submit forms to register a requested domain name in a timely fashion, 1 PLUS DESIGN does not guarantee the availability of any domain name.
e. If CLIENT wishes 1 PLUS DESIGN to maintain the domain name records through 1 PLUS DESIGN's registry, 1 PLUS DESIGN will use 1 PLUS DESIGN's contact information for Admin and Technical contact. This does not indicate that 1 PLUS DESIGN has any ownership rights to the domain name. As long as the name is paid for by the CLIENT, it is owned by the CLIENT (or other stipulated parties), and upon written request by CLIENT will be relinquished to CLIENT at any time.
f. The sending of spam, or Unsolicited Bulk Email (UBE), is not permitted on accounts hosted by 1 PLUS DESIGN. Violation is grounds for immediate termination of hosting service.
g. Website hosting runs from the beginning of period stated on the contract for a specific duration which will be automatically renewed with the same implementation as it is currently unless requested otherwise. Non-payment of hosting fees are grounds for disconnection of services until such time that payment in full has been made.
h. If CLIENT does not host their web pages on a 1 PLUS DESIGN server, 1 PLUS DESIGN will develop the web site on a 1 PLUS DESIGN development server. Upon approval and payment by the CLIENT, 1 PLUS DESIGN will offer up to 30 minutes of reasonable assistance to CLIENT in the installation process if requested but, because each server has unique configurations, additional installation assistance beyond this limit will be billed at the normal hourly rate of $75.00. Or if requested by CLIENT, 1 PLUS DESIGN will submit all web files to CLIENT on a CD or other similar media so CLIENT can install on CLIENT's server.
3. UPDATES, REPAIRS & MAINTENANCE:
a. Any agreed upon work by 1 PLUS DESIGN to update, repair, or maintain a currently existing web site will be assessed at the hourly rate of $75.00 unless otherwise stipulated in the CONTRACT. Under the maintenance agreement, there can be no changes to the structure, navigational, or programming areas of the site. Those requested work are charged separately on an hourly basis.
D. Payment
1. All services agreed to by CONTRACT, shall be sold for the price specified or otherwise at the normal hourly rate of $75. Payment shall be by cash, check, PayPal, or money order in US dollars.
E. Payment Terms
1. Unless otherwise stated in the CONTRACT, the following standard terms apply.
a. WEB DESIGN:
A minimum deposit of fifty percent (50%) of the design cost and the total amount of hosting is required to commence work. The site will then be put online on a development server of 1 PLUS DESIGN for the CLIENT's viewing. During this proofing stage, typographical errors, design changes, and other corrections will be made according to the instructions of the CLIENT. The quarterly web hosting timeframe begins when the initial deposit is made and the draft site is put on-line. Payment for the site must be made in full before the site will be moved to the main directory of the CLIENT's ISP or 1 PLUS DESIGN'S hosting server. Marketing of the site in the major search engines and directories will occur only after the final payment is made. Should CLIENT delay in approving or requesting modifications in draft for a period exceeding 30 days after submission of draft by 1 PLUS DESIGN, final contract balance to 1 PLUS DESIGN will become due and payable. 1 PLUS DESIGN will still be responsible for completion of the web site as stipulated unless CLIENT's delay exceeds 90 days (three months) beyond invoicing for final payment.
b. WEB HOSTING:
Web hosting is paid either monthly or yearly in advance unless otherwise stipulated in the CONTRACT. Online invoices are sent out 30 days before the end of the hosting term as a reminded to renew the service. Renewal of hosting agreement is automatic unless CLIENT stipulates an end date in writing. No refund is available for unused hosting terms.
c. DOMAIN NAMES:
Domain name registration is paid annually in advance unless otherwise stipulated in CONTRACT. Invoices are sent out 30 days before the renewal. Renewal of a domain name is automatic unless CLIENT stipulates an end date in writing. No refund is available for renewed domain names.
d. UPDATES, REPAIRS, & MAINTENANCE:
Updates, Repairs, & Maintenance work is paid in advance when so stipulated. Otherwise, if other terms have not been agreed upon, time spent will be tracked by 1 PLUS DESIGN and an invoice at the normal hourly rate will be submitted to CLIENT for payment within 30 days.
F. Completion Date
1. 1 PLUS DESIGN and the CLIENT must work together to complete any agreed upon CONTRACT in a timely manner. Much of this depends on receiving the appropriate images and content from the CLIENT. Both parties agree to work expeditiously to complete any CONTRACT in a professional and timely fashion.
G. Assignment of Project.
1. 1 PLUS DESIGN reserves the right to assign subcontractors to any project to insure the right fit for the job as well as on-time completion. 1 PLUS DESIGN will be responsible for the final results of the project.
H. Copyrights and Trademarks.
1. The CLIENT represents to 1 PLUS DESIGN and unconditionally guarantees that any elements of content, graphics, photos, designs, trademarks, or other artwork furnished to 1 PLUS DESIGN for inclusion in Web pages are owned by the CLIENT, or that the CLIENT has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend 1 PLUS DESIGN and its subcontractors from any claim or suit arising from the use of such elements furnished by the CLIENT.
In any event the CLIENT wishes to furnish or provide their own content, graphics, photos, designs, trademarks, or any other artwork and elements, 1 PLUS DESIGN is not liable for any copyrighted infringements.
2. During development process before the final delivery date, CLIENT may not show the design to any other web design/development companies or freelance web design contractors whatsoever.
I. Age.
1. CLIENT must be at least 18 years of age.
J. Limited Liability
1. CLIENT hereby agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service or Host Server. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel.
2. CLIENT hereby agrees to indemnify and hold harmless 1 PLUS DESIGN from any claim resulting from CLIENT's publication of material or use of those materials. CLIENT hereby agrees to indemnify and hold harmless 1 PLUS DESIGN in any claim resulting from the submission of illegal materials.
3. If 1 PLUS DESIGN shall acquire an Internet Domain Name on behalf of the CLIENT, then in such case CLIENT hereby waives any and all claims which it may have against 1 PLUS DESIGN, for any loss, damage, claim or expense arising out of or in relation to the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of the providing of this service by 1 PLUS DESIGN for any reason.
4. Under no circumstances, including negligence, shall 1 PLUS DESIGN, its offices, agents or anyone else involved in creating, producing or distributing it's services, be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use 1 PLUS DESIGN's services; or that results from mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to 1 PLUS DESIGN's records, programs or services. Client maintains sole responsibility for data backups and restoration. CLIENT hereby acknowledges that this paragraph shall apply to all content on 1 PLUS DESIGN's services.
5. Notwithstanding the above, CLIENT's exclusive remedies for all damages, losses and causes of actions whether in CONTRACT, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of the CONTRACT and any reasonable attorney's fee and court costs.
K. Indemnification
1. CLIENT agrees that it shall defend, indemnify, save and hold 1 PLUS DESIGN harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees, ("Liabilities") asserted against 1 PLUS DESIGN, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sole by CLIENT, its agents, employee or assigns. CLIENT agrees to defend, indemnify and hold harmless 1 PLUS DESIGN against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with 1 PLUS DESIGN's service, any material supplied by CLIENT infringing on the proprietary rights of a third party, copyright infringement, and any defective product which CLIENT has sold on a Web site.
L. Laws Affecting Electronic Commerce.
1. The CLIENT agrees that the CLIENT is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend 1 PLUS DESIGN and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the CLIENT's use of Internet electronic commerce.
2. Although 1 PLUS DESIGN will assist and advise in the setup use of credit cards transactions on-line when so contracted, it is solely the responsibility of the CLIENT to be aware of security issues involved in the acceptance of credit cards and other forms of monetary transactions via the Internet.
M. Copyright to Web Pages
1. Copyright to any finished assembled work produced by 1 PLUS DESIGN is owned by 1 PLUS DESIGN until final payment of CONTRACT has been made. Upon payment in full 1 PLUS DESIGN relinquishes copyright of the design, graphics, and content contained in the finished assembled website that is owned by 1 PLUS DESIGN.
2. Materials not owned by 1 PLUS DESIGN remain the property of their respective owners.
3. Rights to photos and graphics not used in the finished product as well as source code, work-up files, and computer programs are specifically not transferred to the CLIENT.
4. Unless otherwise stipulated, 1 PLUS DESIGN and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
N. Authorship Credit.
1. CLIENT may select that 1 PLUS DESIGN includes a byline and link on the bottom of their Web Page establishing authorship credit. This byline is upon agreement by both CLIENT and 1 PLUS DESIGN and must be removed at any time upon written request by 1 PLUS DESIGN.
O. Non-Disclosure
1. 1 PLUS DESIGN, its employees and subcontractors agree that, except as directed by Client, it will not at any time during or after the term of this CONTRACT disclose any confidential Information to any person or company whatsoever.
P. Cancellation.
1. In the event that work is postponed or cancelled at the request of the Client by registered letter, 1 PLUS DESIGN shall have the right to bill pro rated for work completed through the date of that request, while reserving all rights under any CONTRACT. If additional payment is due, this shall be payable within thirty days of the CLIENT's notification to stop work. In the event of cancellation, the CLIENT shall also pay any expenses incurred by 1 PLUS DESIGN and 1 PLUS DESIGN shall own all rights to the Work. The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.
2. In the event that 1 PLUS DESIGN can no longer continue with the described project or contract, 1 PLUS DESIGN will make every effort to refer the CLIENT to another equivalent consultant to continue the work or else full refund will be returned to the CLIENT.
3. Should the CLIENT become unresponsive during the project for more than 30 days, the contract will be voided and 1 PLUS DESIGN shall have the right to bill prorated for work completed beyond the 50% that is already paid. The CLIENT shall also pay any expenses incurred by 1 PLUS DESIGN and 1 PLUS DESIGN shall own all rights to the work. The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.
Q. Arbitration.
1. Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of any CONTRACT shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof. The CLIENT shall pay all arbitration and court costs, reasonable attorney's fees and legal interest on any award or judgment in favor of 1 PLUS DESIGN.
R. Payment of Fees.
1. In order for 1 PLUS DESIGN to remain in business, payments must be made promptly. Invoices are due upon receipt. Delinquent bills are any amounts not paid within 30 days of invoicing and will be assessed a late charge of 1.5% for each month of delinquency not to exceed the maximum legal rate. 1 PLUS DESIGN reserves the right to remove Web pages from viewing on the Internet until final payment is made. In case collection proves necessary, the CLIENT agrees to pay all fees incurred by that process. Regardless of the place of agreement of any CONTRACT, the CLIENT agrees that for purposes of venue, any CONTRACT was entered into in Los Angeles County, California, and any dispute will be litigated or arbitrated in Los Angeles County, California. Please pay on time.
S. Entire Understanding.
1. Any CONTRACT constitutes the sole agreement between 1 PLUS DESIGN and the CLIENT regarding its Web Design Service. It becomes effective only when agreed upon by both parties. Any CONTRACT shall be governed and construed in accordance with the laws of the State of California. The parties agree that if any part, term, or provision of any CONTRACT shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.
Should you have any question in regards to our Legal Terms & Conditions, you can contact us at legal@1plusdesign.com