Tarragon.Works
Table of Contents

    Proposal of Services

    The aim of this document, prepared by Tarragon Works (“we”, “us”, “our”, “the COMPANY“, “Consultant”, or “Tarragon”), is to follow up on our discussions with Tarragon (“you”, “your”, “Customer”, “Client”, or “TGW”) and create a proposal of services (this “proposal”) to undertake the requested Scope of Work. This proposal details the anticipated effort and an estimate of the investment necessary for the management and implementation of this project.

    Objective: To develop a custom tool to display product information based on a variable set of filters.

    Constraints: The product tool will live outside of the Crop Vitality website due to its complexity. Phase I does not include embedding the tool but rather linking to it.

    Assumptions: TKI will provide a finalized detailed spreadsheet with all of the product information.

    Altering or adding to the approved project scope while in progress will require an adjustment to the deliverables, the cost, and the delivery date. 

    Discovery: 

    • Preliminary briefing with core working team to establish objectives for the project and set deliverables. Completed end of November.

    Design / UX: 

    • Initial Wireframes + High Fidelity Designs (PSD/Sketch) + Revisions on mocks
    • Two (2) rounds of Design / UX stage (wireframe) are included in this Scope of Work.
    • Additional revision rounds are not included and will be invoiced as incurred.
    • Each Page (category) has several sections needs (design/layout/UX/etc)
    • Each Page needs 3 design mocks (mobile/tablet/desktop) 

    Delivery: 

    • All product content, provided in spreadsheet format, to be fully approved by TKI prior to programming stage. 
    • Any asset purchased and licensed by Marjoram on behalf of TKI will include our 25% expense markup. Asset purchases are not included in total and will be presented for client approval prior to order.
    • Two (2) rounds of Delivery stage (programming) revisions are included in this Scope of Work.  
    • Additional revision rounds are not included and will be invoiced as incurred.  

    (1) Online Product Tool based on the following requirements
       

    An effective solution comes from a reasonable investment in quality, time, and money. Since every client’s motivation and desired outcomes are unique, we’ll be the first to acknowledge we can only calculate a firm estimate, based on our experiences in similar circumstances, with clients seeking comparable results. As such, we are confident in the following estimate for the investment necessary to achieve the results described in this proposal. Any costs exceeding the total shown below will require a change order to be submitted.

    Total Estimated Cost: $20,000

    Payment Schedule

    In consideration of the services to be provided hereunder the parties agree that the Company shall be paid in accordance with any Proposals of Service executed by the parties pursuant to this Agreement.

    Our standard payment terms are:

    • 50% of the Cost of Scope of Work due as a non-refundable deposit upon execution of this Services Agreement
    • Remaining 50% is due prior to project launch

    The project must be paid in full prior to website launch.

    At our discretion in certain cases, we may request that payments be made at certain additional milestones. If milestone payments are necessary, they will be specifically detailed above.

    Web Process & Timeline

    • We will provide a “Creative Brief” that will help us understand the direction of your new website, your desired targets, and the brand voice to be used in Phase Two.
    • At the beginning of your project, we will provide a Content Guide to assist you in the process of collecting the content we will need to create your new website.
    • If you select our professional content creation service, our content writer will contact you and manage the collection and creation of the content.
    • If a logo design is part of the project, we will not begin to create the design concept until your new logo has been completed since we want the new design coordinate with your brand.
    • Phase One concludes when we receive in full the assembled content for the website, including the completed Content Guide, Design Brief and all assets (logos, photos, videos, etc.) that will be used on the website.

    Based on the information you provide in the Design Brief and other assets you supply, we will produce a design concept that has been created to effectively reach your target audience.

    We will work with you to adjust the design concept until you are satisfied.
    Phase Two concludes when you approve the design concept for your website.

    • The design concept layout approved in Phase Two is converted into a customized WordPress website, pages are built and functionality is added. 
    • Phase Three concludes when we complete the website and submit it to you for quality assurance & revisions.
    • You review the website for design and content accuracy.
    • Revisions are minor updates and changes to existing content.
    • Any change to functionality, revisions to previously approved content, or any that would exceed 4 hours in total to accomplish are considered out of scope and may be quoted in addition to this agreement.
    • Phase Four concludes when you approve the requested revisions and the final payment is received.

    At the time of launch our pre-launch procedures will have concluded (link check, speed test, responsiveness etc.

    We will publish your website so that it is viewable on your domain name. Note: Due to the nature of the Internet, it can take 24 hours or longer for a newly published website to be viewable by everyone.

    It is our experience that a typical web project takes about 4-8 weeks (not including holidays). This is a rough estimate and depends on a number of factors, including but not limited to the complexity of your project, our current workload, material availability, and any problems that might arise as we work on your project. Unless specifically defined in the Proposal of Services, we do not guarantee website launch by a specific date.

    Themes, Plugins, Licenses and Updates

    One of the most important strengths of WordPress is its immense ecosystem of third-party add-on software called themes and plugins. Some of these require no specific licensing for use on your website. However, we often use premium WordPress themes and plugins that require an annual licensing fee for ongoing updates and support.

    Premium themes and plugins used on your website are provided at their current software version.

    Future updates and security patches for premium themes and plugins are covered as part of our website management service. Otherwise, you should plan on purchasing your own licenses.

    WE CANNOT GUARANTEE UPDATES OR SECURITY PATCHES FOR ANY PREMIUM THEMES AND PLUGINS USED ON YOUR SITE IF YOU OPT NOT PARTICIPATE IN OUR WEBSITE MANAGEMENT SERVICE.

    Search Engine Optimization (SEO)

    If we build your website, we guarantee that your site will be able to be indexed by search engines like Google and others at the time of launch. Additional SEO services are not included in your project unless specifically itemized in the proposal of services.

    Your ranking and placement search engines depend on a myriad of factors. WE CANNOT GUARANTEE RANKING OR PLACEMENT ON ANY SEARCH ENGINE.

    Website Accessibility and Compliance

    If laws require that your website is accessible to users with disabilities, or if you desire for it to be, it is your responsibility to inform us of this requirement.

    If your website or any associated data must meet compliance requirements of any kind for any entity, organization, or regulatory body (such as but not limited to HIPAA, FERPA, etc.), it is your responsibility to inform us of the specific compliance requirements involved.

    WE DO NOT GUARANTEE TO MEET ANY COMPLIANCE FOR ACCESSIBILITY OR OTHER REQUIREMENTS UNLESS WE HAVE EXPLICITLY AGREED IN WRITING TO DO SO.

    Legal Pages and Privacy Statements

    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, 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. It is advisable to consult an attorney to determine your responsibilities in this matter. Creation of the content for these legal pages is not included in the Proposal of Services for your new website unless specifically itemized. However, if you provide the content for these pages, we will typically add them at no additional cost.

    If we provide any standardized privacy policies and terms of use, we do not guarantee that this language complies with any governing body’s requirements. YOU SHOULD HAVE ANY STANDARDIZED LANGUAGE REVIEWED BY YOUR ATTORNEY.

    IT IS THE SOLE RESPONSIBILITY OF THE CLIENT TO INFORM US THAT YOUR WEBSITE MUST BE COMPLIANT WITH ANY REGULATORY BODY such as but not limited to the EU’s General Data Protection Regulation (GDPR) or the California Online Privacy Protection Act (CalOPPA). Compliance with regulations such as these will normally result in an additional charge.

    Email Deliverability

    Occasionally, your website will send email when certain events occur such as the completion of a contact form, sale of a product, update/reset of a user’s password, etc. These emails that are automatically generated by the WordPress system are often flagged as spam (or not delivered at all) by email providers like Google/Gmail, Microsoft, Yahoo and others.

    SINCE WE CANNOT CONTROL THE RECEIPT OF EMAIL, WE CANNOT BE HELD RESPONSIBLE FOR ANY EMAILS THAT WERE NOT DELIVERED TO THE CLIENT FOR ANY REASON.

    IT IS THE CLIENT’S RESPONSIBILITY TO REGULARLY CHECK SPAM FOLDERS AND WEBSITE FORM AND ORDER INTERFACES FOR ANY NOTIFICATIONS THAT WERE NOT DELIVERED TO THE CLIENT’S INBOX.

    Email Services

    WE DO NOT PROVIDE OR SUPPORT EMAIL SERVICE TO CLIENTS. We will setup transactional email from WordPress and will consult with you on your preference. We recommend consulting with an IT Professional about implementing third party services such as Google Apps and Microsoft Office 365.

    Domain Names

    Registering a domain name for your website and paying the accompanying annual registration fee is your responsibility. We can assist in the process of registration and connecting your domain name to the website if you desire. You can purchase your domain name for multiple years, or renew it annually at your discretion.

    It is your responsibility to ensure that the credit card the domain registrar has on file for your domain registration is current for re-billing.

    WE ARE NOT RESPONSIBLE FOR SUSPENSION OR LOSS OF DOMAIN NAMES BECAUSE YOUR CARD COULD NOT BE BILLED OR FOR ANY OTHER REASON. Work needed as a result of domain expiration is billable at our current hourly rate.

    Intellectual Property Rights

    “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

    Your new website 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 use WordPress to power your website, but neither of us “own” WordPress or the third-party plugins used to add features to your website. When you hire us to build your website, you are not purchasing WordPress, you are retaining our services to create a customized website using the WordPress system.

    When we utilize images or other content that are licensed for use on your website 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 typically 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.

    When your project is completed, or payment in full for your project has been received, and provided that this contract hasn’t been terminated, we’ll assign intellectual property rights to you as follows:

    You own the website and visual elements we create for you. Upon request, we will provide the source files for any custom artwork that was created for your project. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.

    We own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity only for the projects you hire us for, unless we agree otherwise.

    We own any intellectual property rights to anything we have developed prior to, or separately from this project. During the process of creating your website, we may create design, code, functionality, and processes. While this work is used on your website, we retain ownership of these as our intellectual property and reserve the right to use them in future projects. This re-use helps us serve our future clients better, just as your website will benefit from what we have learned and developed in previous projects.

    Compatibility

    Your new website will be designed for viewing on modern screens for desktops, laptops and mobile devices. We test for compatibility in the following desktop web browsers: Microsoft Edge, Mozilla Firefox, Apple Safari and Google Chrome. We test for compatibility on the following mobile web browsers: Apple Safari (iOS) and Google Chrome (iOS and Android).

    Unless specifically requested by the client, we do not code for web browsers or operating systems older than the current release or for those in pre-release or beta at the time the project is begun. There will normally be additional charges for this work.

    Changes After Launch

    The design project described by the Scope of Work above concludes when your website is launched. We will provide 5 business days of post-launch support if a maintenance plan is not in place.

    An “existing bug” is an error in the programming we provided that existed prior to launch and affects the operation or appearance of your website. We are happy to fix these within the 5 day support period.

    Additional costs at our current hourly rate will be incurred for future support requests such as but not limited to:

    • Your website has problems or stops working after an update to WordPress or any plugins or software you are using (note: our website management plans cover these ongoing compatibility issues, see below).
    • You or a third party add code or a plugin to your site that affects its operation.
    • You need assistance adding new plugins or features to your site that weren’t included in the original project.
    • A new version of a web browser has issues displaying your website properly.
    • You or a third party make changes or alterations to any part of the site.
    • Your site gets hacked or compromised and/or you lose files or data.

    Website Management Services

    Sites in a care plan should submit a ticket to: https://tarragon.works/support.

    This will ensure the request will be routed properly and will expedite your request. Direct communication with a technical team member not only compromises our records, but may cause delays in response.

    While we offer our Website Management Services regardless of where a site is hosted, the Website Management Services package is required for websites we host.

    We use commercially reasonable efforts to make sites that we host available 99.9% of the time during each monthly billing cycle. If we are unable to meet this service level, you will be eligible to receive a credit to apply to future billing cycles based upon the unavailability for that month. For the purposes of this agreement, unavailability means that either your website is unresponsive, or your website returns a server error response to valid user requests for more than 60 seconds of consecutive requests, and in all cases that the unavailability is not because of local, regional, national or international outages.

    Our lockdown protocol hardens the WordPress system to make it more resistant to the actions of hackers. We employ industry leading firewalls and server-side techniques that actively guard your website against hack attempts at multiple levels in the WordPress system.

    While it is impossible to guarantee that your site will never be hacked, all of these techniques make your website a more difficult target for hackers. In addition, it is well known that hackers tend to exploit easier targets first – sites without security measures in place. However, in the event that your site is hacked, we will restore it to pre-hack condition at no additional cost either by restoring a site backup or performing a malware cleanup at our discretion.
     

    Your Responsibilities in Website Security

    We employ basic WordPress security techniques when building your website. However, studies have shown that one of the most common ways that hackers gain access to your website is through key-logging 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
    • Keeping versions of other installed software up to date if they are installed.
    • You also agree to use a strong password (as shown by the WordPress password indicator) for any account you use to log in and edit your website, and that this password will only be used on your website. We recommend the use of a password manager so that you have strong unique passwords for every site you access.

    Your website’s files and database will be backed up automatically each day your website has activity (if your website does not have activity, there is no need for a backup to occur). This backup is stored in our cloud data vault where we typically retain the previous 30 backups for your site.

     

    Restoring Backups
    • Should your site become compromised by a hack or if your site becomes inoperable because of user error, we will restore a backup for you.
    • If the restorations are the result of a hack, there is no limit to the number of restorations we will perform for you under this service.
    • If the restorations are due to user error, we will perform a maximum of 2 restorations in any 30-day period.
      Additional user error-related restorations will be performed at our current hourly rate with a one-hour minimum.

    At our discretion (minimum every 30 days), we will apply available updates for the WordPress core software, your theme and plugin files. We perform these updates for the items that appear in the “Updates” area of your WordPress dashboard. We also monitor WordPress industry security news and proactively perform these updates more frequently during times of enhanced threat levels.

    Premium (Paid) Themes and Plugins

    • Many websites use themes and/or plugins that require the payment of a recurring license fee to maintain access to ongoing software updates. We have secured appropriate licensing for many of these.
    • If we have appropriate licenses for the themes and/or plugins used by your website, the cost for recurring license fees are included in your Website Management Services, and licensing will be maintained for you as long as you are an active subscriber to our Website Management Services.
    • If your website uses premium themes and/or plugins and we do not have appropriate licensing, the responsibility is yours for maintaining the appropriate licensing to ensure the availability of updates.
    • We will advise you of the themes and/or plugins for which you will need to maintain licensing and assist you as needed in the process of obtaining them.

    We cannot be held liable for problems such as, but not limited to, hacks, inoperability or inter-compatibility that arise from premium plugins which you choose not to license and are out of date.

     

    Plugin Compatibility

    If an update to a plugin creates conflicts or causes issues with the functionality of your website, we will consult with you to determine the best course of action. Typically, we will remove the offending plugin and replace it with a similar plugin or other programming. If the time required to resolve a plugin compatibility issue exceeds the hours as specified in your contract, additional time will be billable at our current hourly rate.

    While we may spot check your site, it is your responsibility to inform us if your site is experiencing problems and needs attention.

    Payment for Website Management Services is due monthly on the day the first payment was received. 

    Default on your payment by expiration or cancellation of the credit card will result in the site being removed from our servers. This is considered the last resort. We will attempt to clarify your intentions prior to off-boarding (file deletion, account deletion, archival of any files, etc..) your account.

    Website Management Services contain not only the labor of services but the hard costs of the server and therefore require a credit card on file for automated billing. 

    You may cancel website management services with a 15-day notice of your charge date by submitting a support ticket. We do not offer refunds on our Website Management Service.

    If you elect to discontinue Website Management Service, the total responsibility for performing backups and keeping all components of your website backed up, secured, and updated is yours. Furthermore, we will not be responsible for maintaining a copy of your site for future restoration.  

    If you desire to migrate your website to another web host. We will at your discretion:

    1. provide you with an administrator login for your WordPress site so a backup can be performed and migrated to the new location
    2. provide to you a backup created using an industry standard WordPress backup system.
    3. perform the website migration for you at our current hourly rate.

    Our website hosting is optimized for our workflow. Since using other servers typically requires a change in our workflow (and makes the project take longer as a result), there will usually be a surcharge added to your proposal if we do not host your website.

    In addition, if you elect not to host on our server, we cannot be responsible for the speed of your website, the performance of any of your website features, security certificates for your website, the uptime of your website, or any other hosting related matter.

    Fixing any problems related to web hosting, or project delays related to web hosting on a server other than our own is subject to our current hourly rate.

    If you elect not to purchase our Website Management Service, the total responsibility of performing backups and keeping WordPress (and its themes and plugins) updated is yours.

    Terms / Conditions

    Our Hours

    We are available via email and phone Monday through Thursday from 8:00 am to 5:00 pm, Fridays from 8:00 am to 12:00 pm Eastern time. Our normal response time is one business day, though our response time may vary. We do not work on weekends or holidays. Clients with current website management services receive priority response times.

    Methods of Communication

    Office phone and email are the primary means of communication accepted for our work together. We do not communicate via mobile phone, text message, social media, or instant/private messaging (like Facebook Messenger) since we cannot track these requests as a team.

    Existing sites in a care plan should submit a ticket to: https://tarragon.works/support. This will ensure the request will be routed properly and will expedite your request.

    In our experience, projects can often stall as we wait on assets, information, feedback, approvals, etc. we have requested from you.

    A project is considered delayed if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 5 business days.

    A project is considered suspended if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 45 days without a reasonable cause as determined by us. When a project is suspended, an invoice for the remaining balance of the project will be sent and considered due upon receipt.

    ONCE A PROJECT IS CONSIDERED SUSPENDED, IT IS THE SOLE RESPONSIBILITY OF THE CLIENT TO REACTIVATE THE PROJECT BY (1) SUPPLYING ALL ITEMS NECESSARY TO COMPLETE THE PROJECT AND (2) PAYING THE BALANCE OF THE PROJECT IN FULL.

    After a project is considered suspended, we will not perform any additional work on the project until the project has been reactivated as explained above.

    A project is considered abandoned if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 120 days without a reasonable cause as determined by us. WHEN A PROJECT IS ABANDONED, ANY MONIES PAID TO US FOR THE PROJECT IN QUESTION SHALL BE FORFEITED.

    Our projects are estimated based on scope and typically not run through an hourly rate. If reference is made to our current hourly rate in this document, this rate is defined as our hourly rate that is in place at the time a service is requested, not at the time this agreement is signed. We will provide you with our current hourly rate upon request.

    This Agreement may be terminated immediately by either party upon written notice for any of the following:

    • Upon five (5) days prior written notice by either party to the other party, or
    • If the other party defaults in the performance of any material provision of this Agreement, which default is not cured within thirty (30) days after written notice from the non-defaulting party.

    By providing any assets such as text, images, artwork or any other elements to us, you guarantee that they are either owned by you or that you have secured permission from the owner to use them. You agree to protect us from any claim by a third party that the assets you supplied to us are their intellectual property.

    We guarantee that all elements of the work we deliver to you are either owned by us or that we have obtained appropriate permission from the owner to provide them to you. We agree to protect you from any claim by a third party that the assets we delivered as part of the project are their intellectual property.

    Securing the appropriate licenses for photography that you provide to us to use on your website is your responsibility. You assume the full risk of liability for the use of all 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.

    We often utilize royalty-free images obtained from stock photo websites. The cost for licensing this stock photography is not included in the proposal unless specifically itemized. We will secure your approval before purchasing any stock photography. Stock photo charges are typically billed on the final project invoice.

    Testimonials, Marketing and Attribution Links

    We reserve the right to use your project as an example in our promotional materials including but not limited to case studies, web pages, blog posts, social media posts, magazine articles, and videos. We will place an attribution link in the footer of your website that links back to our home page. At the end of your project, we may also 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.

    Our Contractors

    From time to time we may utilize independent contractors to work on your project. Some of these contractors may work outside the United States. You agree not to directly contact or solicit contractors we use on your project for employment or contract work of any kind.

    Disclosure to Law Enforcement

    We will 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 the legal requests of law enforcement agencies.

    Indemnification

    The Client agrees to indemnify and hold harmless the Company, its subsidiaries, contractors, 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 STATE 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 through mediation. The parties will mutually select a mediator and share the cost of mediation equally. Unless otherwise mutually agreed, the location of the mediation will be in COUNTY, STATE. The parties agree to cooperate fully with the mediator in good faith in order to reach a mutually satisfactory resolution of the dispute.

    If the dispute is not resolved within 60 days after it is referred to the mediator, either party has the option to litigate the dispute in a court of law located in COUNTY, STATE.

    Refusal or Discontinuation of Service

    We reserve the right to refuse, restrict or terminate service to any client for any reason.

    Disclaimer of Warranty

    We will perform our work in accordance with good industry practices and at the standard expected from a suitably qualified person with relevant experience. We cannot guarantee that our work will be error-free and so we cannot be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.

    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.

    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.

    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.

    Notwithstanding anything else in this Master Services Agreement, the maximum aggregate liability of THE COMPANY 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.

    Severability

    No part of this Agreement will be affected if any other part of it is held unenforceable or invalid.

    Entire Agreement

    This Agreement, and any Proposals of Service 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.

    Intellectual Property Rights

    “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

    Your new website 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 use WordPress to power your website, but neither of us “own” WordPress or the third-party plugins used to add features to your website. When you hire us to build your website, you are not purchasing WordPress, you are retaining our services to create a customized website using the WordPress system.

    When we utilize images or other content that are licensed for use on your website 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 typically 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.

    When your project is completed, or payment in full for your project has been received, and provided that this contract hasn’t been terminated, we’ll assign intellectual property rights to you as follows:

    You own the website and visual elements we create for you. Upon request, we will provide the source files for any custom artwork that was created for your project. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.

    We own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity only for the projects you hire us for, unless we agree otherwise.

    We own any intellectual property rights to anything we have developed prior to, or separately from this project. During the process of creating your website, we may create design, code, functionality, and processes. While this work is used on your website, we retain ownership of these as our intellectual property and reserve the right to use them in future projects. This re-use helps us serve our future clients better, just as your website will benefit from what we have learned and developed in previous projects.

    Compatibility

    Your new website will be designed for viewing on modern screens for desktops, laptops and mobile devices. We test for compatibility in the following desktop web browsers: Microsoft Edge, Mozilla Firefox, Apple Safari and Google Chrome. We test for compatibility on the following mobile web browsers: Apple Safari (iOS) and Google Chrome (iOS and Android).

    Unless specifically requested by the client, we do not code for web browsers or operating systems older than the current release or for those in pre-release or beta at the time the project is begun. There will normally be additional charges for this work.

    Changes After Launch

    The design project described by the Scope of Work above concludes when your website is launched. We will provide 5 business days of post-launch support if a maintenance plan is not in place.

    An “existing bug” is an error in the programming we provided that existed prior to launch and affects the operation or appearance of your website. We are happy to fix these within the 5 day support period.

    Additional costs at our current hourly rate will be incurred for future support requests such as but not limited to:

    • Your website has problems or stops working after an update to WordPress or any plugins or software you are using (note: our website management plans cover these ongoing compatibility issues, see below).
    • You or a third party add code or a plugin to your site that affects its operation.
    • You need assistance adding new plugins or features to your site that weren’t included in the original project.
    • A new version of a web browser has issues displaying your website properly.
    • You or a third party make changes or alterations to any part of the site.
    • Your site gets hacked or compromised and/or you lose files or data.

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