H 1. DEFINITIONS
H 1.1 Website hosting means the services required to store the content for Client’s website and to connect to the Internet to provide the ability of website visitors to view and interact with the website. Website hosting service providers maintain the server where the data associated with your website resides, and also manage the technology that makes your website connect to the Internet.
H 2. LAWFUL PURPOSES
The website and use of the services may be used for lawful purposes only and Client may not submit, publish or display any content that breaches any law, statute or regulation.
In particular, the client agrees not to:
H 3. DATA TRANSFER
Web hosting accounts include a certain amount of data transfer. If Client exceeds this amount in any one month, Client will be charged for the amount of additional data transfer used.
H 4. SERVER USAGE
Should Client account use more than 5% or the server processing power and as a result have a detrimental effect on other customers, Consultant will evaluate the issue and discuss solutions.
H 5. WEBSITE & EMAIL SPACE
Web hosting accounts include a certain amount of space for files, including email messages. If Client exceeds this amount in any one month, Client will be charged for the amount of additional space used.
H 6. CONTENT UPDATES
All content updates to the website shall be made by Client using the WordPress content management system. Client will be issued with login credentials in order to access their website account. Client must take all reasonable steps to maintain the confidentiality of these login credentials. If Client reasonably believes that this information has become known to any unauthorized person, the client agrees to immediately inform Consultant so that the details can be changed to prevent unauthorized access or changes.
H 7. WORDPRESS UPGRADES, BACKUPS AND SECURITY MONITORING
If the agreement between Client and Consulting includes WordPress upgrades, backups and security monitoring, Consultant will:
H 8. WEBSITE SECURITY AND HACKED WEBSITES
The consultant does not own the servers but acts as a reseller for one or more professional hosting companies. Professional hosting companies have the technical expertise and large data centers with infrastructure and connections to provide fast Internet connections, dedicated support teams, regular server maintenance and upgrades, and comprehensive server-side security.
Website security is comprised of multiple layers, including keeping applications upgraded, unused plugins cleaned off, unsupported plugins replaced, various layers of server and network security, using secure passwords, and not sharing passwords. Additionally, hackers are constantly creating new methods of hacking into websites. Because of this, it is impossible to guarantee that a website won’t be hacked, even if Consultant and Client take all reasonable precautions. If Client website is hacked, Client will be charged for the time needed to clean up and restore the website.
Due to multiple possible points failure for email, Consultant shall be under no liability for non-receipt or misrouting of email or for any other failure of email.
H 9. CANCELLATIONS
Client may cancel website hosting at any time by sending Consultant an email. For hosting cancellations part way through the invoiced year, no pro-rata refunds are given.
H 10: FORCE MAJEURE
There may be times when circumstances beyond Consultant’s control that may result in hosting server down time. Such circumstances include (but are not limited to) natural disasters and Acts of God, political action and war, electrical failure, and internet connectivity failure.
Consultant will do what is possible to minimize disruption, keep Client informed and restore full hosting services as soon as possible.
Under such circumstances the agreement will remain in place. Neither party shall be eligible to cancel the agreement unless by mutual written consent.
H 11. LIMITS OF LIABILITY
Under no condition will liability exceed the cost of services provided.
IP 1. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART
IP 1.1 Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Consultant a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Consultant’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
IP 1.2 Third Party Materials. All Third Party Materials, including but not limited to, stock images, fonts, and illustrations, are the exclusive property of their respective owners. Consultant shall inform Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances, Consultant shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves and holds harmless Consultant from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.
IP 1.3 Preliminary Works. Consultant retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Consultant within thirty (30) days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Consultant.
IP 1.4 Original Artwork. Original Artwork means a one-of-a-kind piece executed by the Consultant or at the Consultant’s request, which include such media as paintings, sketches, colorings, collages, calligraphy, scratchboards, photography, or graphic art whether created by hand or by computer. Consultant retains all right and title in and to any Original Artwork comprising Final Art, including all rights to display or sell such artwork. Client shall return all Original Artwork to Consultant within thirty (30) days of completion of the Services.
IP 1.5 Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of-pocket expenses due, Consultant assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Consultant for use by Client as a Trademark. Consultant shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. Client hereby indemnifies,
I 1. SUPPORT SERVICES
I 1.1 Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal.
I 1.2 Warranty Period. Support Services provided during a Warranty Period, if any, will be as specified in the proposal.
I 1.3 Maintenance Period. Support Services provided after a Warranty Period, if any, will be as specified in the proposal.
I 1.4 Website Hosting. If applicable, and in consultation with the Consultant, Client has selected or will select an Internet service provider to host its completed website. While website is under construction and until final payment is received by Consultant, Consultant may host website pages as they are constructed in a special directory on its web space. Alternatively, the website pages may be placed in a special directory on the Client’s webserver. If requested by Client, Consultant will cooperate with Client in purchasing hosting. Client shall bear all expenses incurred for hosting the website, including additional charges for monthly traffic, size, special software, increased email addresses or space or security certificates.
I 1.5 Website Domain Name. Consultant has no legal or financial interest in the domain name(s) chosen by Client for website. If applicable, Consultant will cooperate with Client in registering domain name(s) with a domain name registry. Client shall bear all expenses incurred in registering the domain name.
I 2. ENHANCEMENTS
I 2.1 During the Maintenance Period, Client may request that Consultant develop enhancements to the Deliverables, and Consultant shall exercise commercially reasonable efforts to prioritize Consultant’s resources to create such enhancements. The parties understand that preexisting obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at Consultant’s then in effect price for such services.
I 3. ADDITIONAL WARRANTIES AND REPRESENTATIONS
I 3.1 Deficiencies means a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content, modifications, alterations or changes made to Final Deliverables by Client or any third party after delivery by Consultant, or the interaction of Final Deliverables with third-party applications such as web browsers other than those specified in the Proposal.
I 3.2 Subject to the representations and warranties of Client in connection with Client Content, Consultant represents and warrants that the Final Deliverables will be free from Deficiencies during the Warranty Period. The parties acknowledge that Client’s sole remedy and Consultant’s sole liability for a breach of this Section is the obligation of Consultant to correct any Deficiency identified within the Warranty Period. In the event that a Deficiency is caused by Third Party Materials provided or specified by Consultant, Consultants sole obligation shall be to substitute alternative Third Party Materials.
I 3.3 Consultant does not warrant that the operation of the webpages or website will be continual, uninterrupted, or error-free. The entire risk as to the quality and performance of the webpages and website is with Client.
I 3.4 Consultant will not engage in any defamatory, deceptive, misleading or unethical practices that are or might be detrimental to Client or website.
I 4. COMPLIANCE WITH LAWS
I 4.1 Consultant shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the known relevant rules and regulations. Client, upon acceptance of the Deliverables, shall be responsible for conformance with all laws relating to the transfer of software and technology.
saves and holds harmless Consultant from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to use or use of the Trademark.
IP 1.6 Consultant Tools. All Consultant Tools are and shall remain the exclusive property of Consultant.
Consultant hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s web hosting or internet service providers), perpetual, worldwide license to use the Consultant Tools solely to the extent necessary with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Consultant Tools comprising any software or technology of Consultant.
Client acknowledges that Consultant provides similar consulting services to other customers, and agrees, subject to Consultant’s confidentiality obligations hereunder, that nothing in this Agreement shall be deemed or construed to prevent Consultant from carrying on such business during the Term of this Agreement. In particular, Client agrees that as part of Consultant’s provision of the Services hereunder, Consultant may utilize proprietary works of authorship that have not been created specifically for Client, including without limitation, software, methodologies, tools, specifications, drawings, sketches, models, samples, records, and documentation, as well as copyrights, trademarks, service marks, ideas, concepts, know-how, techniques, knowledge, or data, which were originated with or developed or purchased by Consultant or by third parties under contract to Consultant (all of the foregoing, collectively, “Consultant’s Tools”), and Consultant’s Information and administrative communications, records, files, and working papers relating to the Services are and shall remain the sole and exclusive property of Consultant.
Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Consultant represents and warrants that, to the best of Consultant’s knowledge, the Consultant Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.
IP 2.1 For print, online/interactive, three-dimensional media:
Upon completion of the Services, and expressly subject to full payment of all fees, costs and out- of-pocket expenses due, Consultant grants to Client the rights in the Final Art as set forth below.
Any additional uses not identified herein require an additional license and may require an additional fee. All other rights are expressly reserved by Consultant. The rights granted to Client are for the usage of the Final Art in its original form only. Client may not crop, distort, manipulate, reconfigure, mimic, animate, create derivative works or extract portions or in any other manner, alter the Final Art.
DOMAIN NAME REGISTRATION
Domain names are not deemed to be successfully registered until they appear in the relevant WHOIS database of the top level domain name registrar. In the event that a domain name is unavailable when we attempt to register it Consultant will provide a full refund for that domain name.
For domain names that we manage we will automatically re-register for Client on Client’s behalf and the cost of the domain registration will be invoiced to the client.
If Client no longer requires a domain name, the client must notify Consultant in writing at least 30 days prior to renewal otherwise renewal fees will still be incurred.