References in these General Terms and Conditions are as follows: ‘we’, ‘us’ and ‘our’ mean TG Web Media and its affiliated businesses, and ‘you’ and ‘your’ mean customer. These General Terms and Conditions, together with the terms of your Services Agreement, Proposal and any applicable addendum (collectively, the ‘Agreement’), establish the terms and conditions upon which we agree to provide you services.
You may have purchased some or all of the following which are further described as follows:
|WEB DESIGN – GRAPHIC DESIGN||Includes custom design and artwork as specified. Where included in the Agreement, design concept is modernized and logo provided consistent with branding goals. Print design delivered to printer of your choice. You must provide us with your printer’s specifications within 15 days of the Agreement.|
||Fully-integrated e-commerce functionality as specified. Products are not uploaded to site unless provided for in Proposal and if so must be provided in an already indexed and recognized electronic format. You may be required to pay software license fees.|
|WEB DEVELOPMENT –
|Bugs not brought to our attention within 30 days of going live will be subject to charge for trouble shooting and additional programming. To the extent open source is utilized, you do not exclusively own the programming used. You may be required to pay software license fees to third parties.|
|DOMAIN NAME SERVICE||Pre-purchase research of available domains included. Renewal monitoring of purchased domains included. Subject to additional terms below under Domain Name Service.|
|SECURE CERTIFICATES||Private SSL certificates are packaged with dedicated IP addresses. Extra costs apply. Yearly fees apply.|
|HOSTING||Standard plans available for static, ecommerce and database websites. Custom plans available. Any use of our hosting services for any portion of a month shall be subject to payment for the entire month. Hosting is paid one year in advance and is not prorated in the event of cancellation.|
|SEARCH ENGINE OPTIMIZATION||Website optimization for search engines if part of your Agreement includes keyword analysis, content revision, meta tag set up, internal link and page addresses, inbound link building, and submissions to the major search engines.|
|SEO MONITORING||Monthly SEO Monitoring if part of your Agreement monitoring of website ranking, ongoing link building, meta tag and internal link revisions, resubmissions to the major search engines and other SEO means deemed necessary for higher ranking. Includes PPC monitoring if part of your Agreement.|
FEE SCHEDULE: Pricing provided is effective for 30 days from the proposal date. Unless otherwise agreed in writing, an initial payment of 50% of the total project cost is due upon proposal acceptance with 25% due at 30 days and the final 25% due at 60 days from the date of the Agreement or upon completion or site launch if earlier. Payment of yearly or monthly hosting, and maintenance or related fees are due prior to project start.
DEVELOPMENT LANGUAGE AND DATABASE: TG Web Media will develop your website using PHP and HTML. Where database functionality is part of your project, we will employ MYSQL for database design and structure, unless otherwise noted.
SEO BEST PRACTICES: TG Web Media will develop your website with the best SEO practices in mind including attention to proper content layout and site structure. The incorporation of your main keywords into the development of your site will provide you with an appropriate platform to expand your future SEO efforts. Creation of an xml sitemap file of your website will also assist in SEO efforts. Further SEO services must be included in your Agreement.
THIRD-PARTY PRODUCTS: In the event a specific third-party product is necessary to achieve desired functionality, a licensing fee may be required. If this is the case, licensing fees may be applicable and will be an added cost. In order for your website to continue to function as intended, you will be responsible for updating such third-party solutions and maintaining such third-party licenses going forward.
TRAINING: TG Web Media will provide you with basic initial website administration training. The training will provide an overview of the process for updating and managing the website through its general user interface or editor. Training takes place either at TG Web Media or by conference call.
BROWSER REQUIREMENTS: The website will be developed to comply with a screen resolution of 1024 x 768 and be cross browser compatible with major web browsers. We do not support browsers or browser versions that developers no longer support, have fallen out of use, have inherent compatibility issues, or are more than one or two versions old.
DESIGN APPROVAL AND CONTENT: You will be given two designs/layouts to evaluate from which you must select one which can be modified twice before additional charges will apply. You must approve your design/layout before we fully incorporate your content. Content goals for each page will be established with our assistance. Website content in electronic format will be provided by you unless our content development services are part of your Agreement. You agree we will not be held liable for delay in service should design/layout approval and content not timely be provided to us. Maximum website page length including content shall be 1200 pixels unless agreed otherwise.
CHANGES DURING DEVELOPMENT: At any stage of design, programming or development, whether custom programming or open source solutions are utilized, changes or additions you request to the design, look, content, or functionality of your project will be determined by us in our sole discretion to be: i) wholly or partially readily achievable and either within the scope or outside the scope of your project; or ii) not readily achievable and in need of additional programming, design, or content development and outside the scope of your project. If your requested changes or additions are outside the scope of your project, work to complete same will begin upon your written agreement to accept such additional project costs and development schedule revisions as we may require.
WEBSITE USAGE, MAINTENANCE, AND CHANGES AFTER DEVELOPMENT: Even where training is part of your Agreement, you acknowledge usage, maintenance, and changes to your website require knowledge of html, CSS, and PHP, asp.net or other programming languages. As such you acknowledge that you have the ability, or agree to obtain the ability, to use, maintain, and change your website as may be required. You agree to assume all risk in, and responsibility for, usage including maintaining privacy of data, maintenance, and changes to your website. Should there be any portion or all of your website that becomes out of date, requires updating to avoid security holes, requires updating to ensure compliance with other third party services or protocols, requires updating to ensure compatibility and functionality, or requires updating for any other reason, you agree to assume all risk in, and responsibility for such updating. Should your website be hosted by us, you agree that should you fail to update your website then we can suspend your hosting at any time if we believe a security threat exists.
SUPPORT AND WEBSITE REVISIONS AFTER DEVELOPMENT: Website and general technical support related to your project shall be billed at our current hourly rates rounded to the next nearest half hour. Design, content additions, programming, and revisions thereto will be billed at our current hourly rates rounded to the next nearest half hour. Time incurred on the foregoing shall include but not be limited to phone calls, communications, and actual time expended thereon. Where monthly support or maintenance is part of your services, monthly hours must be used in the current month and will not carry forward. SEO shall be a separate service and is not part of support and revisions.
DOMAIN NAME SERVICE: Except as provided herein, the domain name(s) we obtain for you will be owned by you and as such you will be solely responsible for maintaining this service and any resulting fees to ensure renewal of your domain. We do not warrant uninterrupted or error-free service from any third-party providers that we use. The entire risk in obtaining and maintaining your domain name lies with you. In no event will we be liable to you or any third party for damages, including loss of profits, loss of savings or other incidentals, consequential or special damages, arising out of the operation of or inability to operate your domain, even if we have been advised of the possibility of such damages. Any domain names we obtain for you or manage shall automatically be transferred to us and become our property upon our payment of the renewal cost for such domain(s) if you fail to pay, fail to renew, or abandon the domain name; if you do not fully pay for any design, development, or related project; or, if you fail to pay for any hosting or SEO service.
PAYMENT SCHEDULE: Unless otherwise agreed in writing, your project will be paid 50% upon signing, 25% at 30 days from signing (or upon completion if earlier), and 25% at 60 days from signing (or upon completion if earlier). Recurring service charges are due upon signing but will commence upon your website going live and be due on the anniversary of such date. You commission us to create your website or graphic design which is as such owned by you, subject to open source licenses and third-party licenses, only upon full payment. Any services for which you have paid which are unused, not completed, or abandoned, shall remain on your account as a credit and no refunds shall be permitted.
BILLING AND PAYMENT: You agree to maintain a current billing email and mailing address on file with our office at all times. You agree that monthly, yearly and other periodic recurring charges shall be billed automatically in advance to a your credit card. You agree to ensure we have your current credit card information at all times and shall promptly notify us of any changes thereto. Billed charges shall include applicable taxes and tax-related surcharges. At any time we may require you to make a reasonable deposit or give other assurances of payment. We may terminate the Agreement if you fail to make such requested deposits or assurances of payment. Full payment of any invoice is due upon receipt of invoice and becomes past due thereafter. Any payment returned for non-sufficient funds, or a declined credit card authorization, will be assessed the maximum fee allowed by law. A monthly late payment fee of 1.5% (or lower as required by law) may be assessed for past due amounts. You shall provide us with written notice of any disputed charges or service complaints within thirty (30) days of invoice date.
TG WEB MEDIA LINKS; PORTFOLIO; PRESS: You consent to us placing a footer on your website containing the words WEB DESIGN AND WEBSITE DEVELOPMENT BY TG WEB MEDIA, or other similar language, across your website which shall also be links back to our website(s). You consent to us using your site as part of our portfolio at any time even if your site is not hosted with us or no longer hosted with us. You consent to us announcing and including you in any of our news or press releases in any form including over the internet describing your project and that we won your contract and are developing or designing your project as applicable or did so in the past.
TRADEMARKS AND COPYRIGHTS: You hereby agree that all domain names and any material submitted to us by you will not violate or infringe any copyright, trademark, patent, statutory, common law or proprietary rights of others, or contain anything libelous or harmful. Any potential illegal activity may cause termination of services by us without warning. You hereby agree to indemnify and hold us harmless for any claim resulting from the submission of illegal materials.
WE ARE NOT RESPONSIBLE FOR TERMINATION CHARGES OF OTHER SERVICE PROVIDERS: In selecting our services, you understand that you should assess whether you are in need of the services currently provided by your existing service provider and that our services and features may differ from the services currently provided by your existing service provider. You further acknowledge that you may be assessed termination or other charges by your existing service provider based upon the terms and conditions that apply to such service. Payment of such termination or other charges shall be your responsibility.
TERMINATION OF RECURRING SERVICES: You agree to provide a 30 day notice of termination of any recurring service which must be provided in writing specifying that you intend to cancel your service. No prorata credit will be given for any partial period of service during which notice of termination is given.
THIRTY DAY HOLD: If we do not timely receive your content or approvals during development, we reserve the right to place your project on hold for thirty (30) days at which time it will be removed from our development schedule. You agree this will delay your project, delay your completion date, and may require additional costs and fees to recommence your project and place it into our development schedule again. At any time after the thirty (30) day hold you agree we shall have the right to terminate our services and the Agreement and require a new proposal and agreement for services.
ENTIRE AGREEMENT: The Agreement sets forth the entire understanding between the parties and supersedes any prior or contemporaneous oral or written representations, offers or proposals made by us or representatives of us. The General Terms and Conditions, as modified from time to time, also govern any additional services you may order or request except where a separate agreement is signed modifying the terms hereof.
FULL AUTHORITY: The person signing the Services Agreement represents and warrants that he or she is fully authorized to execute and deliver same with all addenda to us on your behalf. By signing the Services Agreement, you acknowledge and agree: (1) to be bound by all of the terms and conditions of the Services Agreement, Proposal, the General Terms and Conditions, and, if applicable, the SEO Addendum; and (2) that you have read and understand that such terms and conditions (including the limitations of liability) govern the services ordered hereunder.
MISCELLANEOUS: The Agreement shall be in all respects governed by and enforced in accordance with the laws of the state of Florida. You agree that personal jurisdiction and venue for any action concerning the Agreement is Pinellas County, Florida and you consent to personal jurisdiction and venue in that location. We reserve the right to assign third parties to your project. In any part of the Agreement is deemed invalid or unenforceable by any court of law, the remaining part shall remain valid and enforceable. You hereby agree to pay all costs and expenses incurred by us in the collection of unpaid amounts and in the enforcement or interpretation of the Agreement, including without limitation, attorneys’ fees and court costs to the extent permitted by law.
LIMITATION OF LIABILITY; NO SPECIAL DAMAGES; WAIVER OF JURY TRIAL; DISCLAIMER OF WARRANTIES: YOU HEREBY AGREE ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY THAT THE ENTIRE LIABILITY OF US, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ALL CLAIMS OR DAMAGES OF WHATEVER NATURE ARISING FROM OR IN ANY WAY RELATED TO THE AGREEMENT OR THE PROVISION OF SERVICE (INCLUDING THE FAILURE TO PROVIDE SERVICE), INCLUDING BUT NOT LIMITED TO MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, TORTIOUS CONDUCT, REPRESENTATIONS, ERRORS OR OTHER DEFECTS, WHETHER CAUSED BY ACTS OF COMMISSION OR OMISSION, WHETHER SUCH DAMAGES ARE ASSERTED IN AN ACTION BROUGHT IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR PURSUANT TO SOME OTHER THEORY (INCLUDING DECEPTIVE TRADE PRACTICE CLAIMS) AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN SHALL BE LIMITED TO THE LESSER OF: (A) AMOUNTS PAID TO US UNDER THE AGREEMENT; OR (B) REFUNDS IN AN AMOUNT EQUAL TO THE PROPORTIONAL MONTHLY CHARGES TO YOU FOR THE PERIOD OF SERVICE DURING WHICH ANY MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR, OR DEFECTS IN THE SERVICE OR EQUIPMENT, OR ANY OTHER EVENT OR ACTION GIVING RISE TO ANY CLAIM, OCCURS. THIS LIMITATION OF LIABILITY APPLIES TO ALL CLAIMS, DEMANDS, ACTIONS, LIABILITIES, COSTS OR ATTORNEY’S FEES ARISING IN WHOLE OR IN PART, FROM WARRANTIES, EXPRESS OR IMPLIED, DEFECTS IN MATERIALS, WORKMANSHIP OR DESIGN, NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, OR USE OF THE SERVICES BY YOU, YOUR USERS, OR ANY OTHER PERSON OR ENTITY USING THE ACCOUNT WITH OR WITHOUT YOUR KNOWLEDGE OR CONSENT. SOME JURISDICTIONS MAY NOT ALLOW A LIMITATION ON LIABILITY FOR NEGLIGENCE THAT CAUSES DEATH OR PERSONAL INJURY, AND WE LIMIT OUR LIABILITY IN SUCH JURISDICTION ONLY TO THE DEGREE ALLOWED BY APPLICABLE LAW. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUES, GOODWILL OR COSTS TO COVER), WHETHER OR NOT CAUSED BY THE ACTS OR OMISSIONS OR NEGLIGENCE OF OUR EMPLOYEES OR AGENTS, AND REGARDLESS OF WHETHER WE HAVE BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. YOU HEREBY WAIVE TRIAL BY JURY IN ANY ACTION WHETHER AT LAW OR IN EQUITY, BASED IN CONTRACT OR TORT, AND WHETHER PRESENTED IN THE CONTEXT OF A COMPLAINT, DEFENSE, OR COUNTERCLAIM. WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE.
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