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Terms of Agreement
1. Authorization
The above named client is engaging Live Oak Productions Inc. as an
independent contractor for the specific purpose of developing and/or
improving a World Wide Web site to be installed on a hosting server.
Hereafter, the client will be known as the "Client" and Live
Oak Productions Inc. will be known as the "Developer."
The Client will establish a separate contract with an Internet Service
Provider (ISP) for hosting, or the Developer will establish one for
the Client on their Live Oak Productions Inc. server at Mane World Hosting.
The Client hereby authorizes the Developer to access this account, and
authorizes the Host Provider to provide the Developer with "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.
3. Domain Registration
The Developer will secure a domain name (www.myname.com) for the Client
at the Client's request. All charges incurred in doing so will be billed
to the Client as an addition to the base price contemplated by this
agreement. These are Internic fees.
If the Client already has a domain name, the Developer can coordinate
redirecting the address to the new host. Should the Client desire a
specific domain name which is already owned by another party and negotiations
for said domain name must be undertaken by the Developer, additional
charges may apply. The Client will be contacted in advance before any
negotiations of this nature are undertaken or charges are incurred.
4. Training
The Developer will provide e-mail and telephone assistance to the Client's
designated representatives regarding minor management of the Client's
web site. However, indepth training for editing of the site is not supported,
unless additional training is agreed upon. If this is desired the charges
incurred by the Client for training will be based on an pre-determined
pay schedule.
3. Maintenance
The current agreement will include minor maintenance as needed over
the 30 days to include updating links, e-mail addresses and minor changes
in text, to be terminated ninety (30) days from the date of the execution
of this agreement. After the 30 day free maintenance is terminated,
a monthly maintenance program may be instituted if the client wishes,
and would constitute an addition with a separate agreement and monthly
or quarterly fee. Maintenance on an "As Needed" basis can
be arranged on a per need basis. In addition to free maintenance, a
full backup of the completed site will be made upon reguest. The client
agrees that any attempts by the client to change and/or update the web
site will be assessed a per page charge of $50 by the author to make
repairs to said attempts made by the client.
4. Marketing
Initial marketing will consist of registration and submission to top
search engines such as Yahoo, MSN, Alta Vista, Excite, Lycos etc. or
the ten search engines of the client's choosing. In no way does the
author promise, guarantee or imply a certain rating or success with
the chosen search engines. Submission to the search engines will be
completed after payment for the web site is made in full. Further marketing
requests will also be made by the client in writing via e-mail, fax
received, or certified postal service and would be considered an addition
that requires a separate agreement and payment.
5. Authorship Credit
Client agrees that author shall have the right to put a byline and/or
icon with a link directing visitors back to the author's own web site
on any and all web pages that the author creates and/or maintains for
the client. The author shall also have the right to add the client's
web site and/or web pages to its links section on the author's web site,
to show any or all parts of the client's web site and/or web pages as
an example of the author's work, and to show the client's web site and/or
web pages as a part of the author's portfolio. In addition, author shall
have the right to add a byline and/or icon to client's web site giving
credit for authorship of any graphics obtained from any outside source.
6. Non-Disclosure
The author and its employees and/or sub-contractors agree that, except
when directed and approved by the client, it will not at any time or
in any way during or after the term of this agreement disclose any information
pertaining to client, confidential or otherwise to any person whatsoever.
7. Copyrights and Trademarks
The client represents to the author and unconditionally guarantees
that any elements of text, graphics, photos, designs, trademarks, or
other artwork furnished to the author for inclusion in the web site
and/or 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 the author and its employees and/or sub-contractors
from any claim and or suit arising from the use of such elements furnished
by the client.
8. Limited Liability
The client agrees that the author is under no obligation to submit
for publication any material that does or may contain anything that
constitutes an unethical or abusive use of the web hosting service or
the host server. These materials and uses include but are not limited
to, pornography, obscenity, nudity, computer viruses, harassing and
harmful material or uses, material advocating illegal activity, or material
or uses resulting in infringement of privacy or libel. The client agrees
that the author shall not be held liable for any direct, indirect, incidental,
special or consequential damages that result from the use of, or inability
to use the author's services or that may result from mistakes, omissions,
interruptions, deletion or loss of files or data, errors, defect, delays
in operation, or of performance whether or not limited to communication
failure, theft by hackers, destruction or unauthorized access to the
author's records, programs or services, or damage and/or destruction
caused by acts of God.The client agrees that the author shall not be
held liable in any way for any demands, liabilities, losses, costs and
claims, including attorney's fees asserted against the author that may
arise or result from any services provided or performed by the client,
any product provided or sold by the client, or any injury to person
or property caused by any service or product provided or sold by the
client. The above notwithstanding, the client's exclusive remedies for
all damages, losses and causes of actions, whether in contract or other
form including negligence or otherwise, shall not exceed the total dollar
amount which client paid during the term of this agreement.
9. Copyright of the Web site or Web Pages
Copyright of the finished web site and/or web pages created by the
author is owned by the author until complete and final payment is made
by the client to the author. Upon final payment of this agreement the
client is assigned the full rights and ownership of the web site and/or
web pages. This agreement shall be considered the sole agreement between
the client and the author regarding its eb site design for the client.
This agreement and the terms stated herein become effective on the date
stated when signed by both parties. This agreement is governed by and
shall be construed in accordance with the laws of the State of New Jersey.
10. Payment Terms / Work Flow
A minimum deposit of fifty percent (50%) is required to commence
work.
Once the 50% deposit is received by the Developer, basic site design
concepts will be put online for the Client's viewing and approval. Communication
between the Developer and the Client is crucial during this phase to
ensure that the ultimate publication will match the Client's taste and
needs. Upon completion of this stage, the Client will be asked to confirm
acceptance for the basic site design via e-mail or by signing a printed
copy of the design. Once this acceptance is received from the Client,
the work necessary to complete the project will begin.
Authors should continue, however, to continually view updates to the
site and express their preferences or dislikes to the Developer. Upon
completion of the web site, an e-mail or letter and invoice will be
sent to the Client advising the Client that the work has been completed.
Final payment of the remaining 50% balance plus any additional charges
incurred will due within fifteen (15) business days after delivery of
this e-mail or letter and invoice. If the fifteen (15) day minimum is
not met an additional charge of 15% is due. If payment is not made within
thirty (30) days of notification, simple interest will accrue on the
balance owed at a rate of 20% from the date the 15% penalty was levied.
Developer reserves the right to remove all web content from the Internet
if payment is not made within ten (30) days after delivery of our completion
notification. Most frequently, problems making payment timely are the
result of poor communication channels in a company's Accounting Department.
If a payment delay is anticipated, please contact the Developer to discuss
potential problems in advance. If problems are anticipated we may be
able to accommodate an alternate arrangement.
11. Client Web Site Amendments
Live Oak Productions Inc. prides itself in providing excellent customer
service. That is the spirit of our agreement and the spirit of the Developer's
business. To that end, we encourage input from the Client during the
design process.
Live Oak Productions Inc. understands, however, that Clients may request
significant design changes to pages that have already built to the Client's
specification. To that end, please note that our agreement does not
include a provision for "significant page modification" or
creation of additional pages in excess of our agreed pages. If significant
page modification is requested after a page has been built to the Author's
specification, we must count it as an additional page.
Some examples of significant page modification at the request of the
Author include:
- Developing
a new table or structure to accommodate a substantial redesign at
the Client's request.
- Recreating
or significantly modifying the company logo graphic at the Client's
request.
- Replacing
more than 75% of the text to any given page at the Client's request.
- Creating
a new navigation structure or changing the link graphics at the Author's
request.
- Significantly
reconfiguring the Client's shopping cart with new product, shipping
or discount calculation if an e-commerce enabled site has been selected
by the Client.
Clients who anticipate frequently changing the look of their site during
the design process and Clients who desire to be intricately involved
design of each page are encouraged to negotiate an agreement. If significant
page modification is requested by the Client after the 12 page maximum
has been reached the charge will be $150.00 for each additional page.
Moderate changes, however, will always be covered during our development
of the site and also covered by our one month of free maintenance.
Again, we strive to accommodate the needs of each Client and we maintain
a liberal redesign policy. We can not, however, provide major redevelopment
services to the in excess of the agreed amount of pages maximum contemplated
by this agreement.
12. Text
Final text should be be supplied by the Client unless otherwise specified.
Supplied via diskette or electronically via email. Text not supplied
electronically is subject to additional fees.
Web pages of more
than 1,200 words of text may be subject to additional fees for increased
formatting time.
Editing and/or authoring text are additional fees.
13. Third Party or Client Page Modification
Some Clients will desire to independently edit or update their web pages
after completion of the site as a way to control costs and avoid the
expense of a Maintenance Agreement. This is always an option for Clients
of the Developer.
Note however, that if this option is selected and the Client or an agent
of the Client other than the Developer attempts to update the web site
and damages the design or impairs the ability for the web pages to display
or function properly, time to repair the web pages will be assessed
at an hourly rate of $75. There is a one hour minimum. In this regard,
Clients are encouraged to obtain a Maintenance Agreement.
14. Disk Copy
The Developer will provide one copy of the Client's web site on a 3.5"
Diskette, Zip Disk or CD-ROM at the Client's request upon completion
of the site for $10.00 each media copy.
15. Search Engine Registration
The Developer will optimize the Clients web site with appropriate titles,
keywords, descriptions and text and thereafter submit the Client's web
site to each of the major search engines. The Developer also offers
advanced search engine optimization and site promotion services. If
advanced search engine optimization and site promotion services are
desired please see our SEO capibilities on our site.
The Developer encourages all commercial Clients to obtain advanced Search
Engine Optimization and Site Promotion services.
16. Additional Expenses
Client agrees to reimburse the Developer for any critical Client requested
expenses necessary for the completion of the project. Examples would
be:
- Purchase
of specific fonts at the Client's request,
- Purchase
of specific photography at the Client's request.
- Purchase
of specific software at the Client's request.
17. Limited Liability
Author agrees that any material submitted for publication will not contain
anything leading to an abusive or unethical use of the Web Hosting Service,
the Host Server or the Developer. Abusive and unethical materials and
uses include, but are not limited to, pornography, obscenity, nudity,
violations of privacy, computer viruses, harassment, any illegal activity,
spamming , advocacy of an illegal activity, and any infringement of
privacy..
Client hereby agrees to indemnify and hold harmless the Developer from
any claim resulting from the Client's publication of material or use
of those materials.
It is also understood that the Developer will not publish information
over the Internet which may be used by another party to harm another.
The Developer will also not develop a pornography or warez web site
for the Client. The Developer reserves the right to determine what is
and is not pornography.
18. Indemnification
Client agrees that it shall defend, indemnify, save and hold the Developer
harmless from any and all demands, liabilities, losses, costs and claims,
including reasonable attorney's fees associated with the Developer's
development of the Client's web site. This includes Liabilities asserted
against the Developer, it's subcontractors, it's 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
sold by the Client, its agents, employee or assigns.
Client also agrees to defend, indemnify and hold harmless the Developer
against Liabilities arising out of any injury to person or property
caused by any products or services sold or otherwise distributed over
the Client's web site. This includes infringing on the proprietary rights
of a third party, copyright infringement, and delivering any defective
product or misinformation which is detrimental to another person, organization,
or business..
19. Design Credit
Client agrees that the Developer may put a byline or small 88x31 graphic
on the bottom of theirweb pages establishing design and development
credit. Client also agrees that the web site created for the Client
may be included in the Developer's portfolio.
20. Author Referral Commission Program
The Developer recognizes 'word-of-mouth' advertising as our most favorable
method of developing new business. As such, we want to reward customers
who are pleased with our work and refer us to another individual, business,
or organization.
If you refer our services to another party and we ultimately establish
a contract with that party, we will provide you, the Client, with one
month of free maintenance service. For Clients who regularly help us
attract new clients, this can result in a virtually free Maintenance
Agreement.
21. Cancellation
Cancellation of the project at the request of the Client must be made
by certified letter. In the event that work is postponed or canceled
at the request of the Client by registered letter, the Developer shall
have the right retain the original 50% deposit. In the event this amount
is not sufficient to cover the Developer for time ($50 per hour) and
expense already invested in the project additional payment will be due.
If additional payment is due, this will be billed to the Client within
10 days of notification via registered letter to stop work. Final payment
will be expected.
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