Terms of Service
These terms of service supplement the Quote provided by Mark My Words Media, LLC (“MMWM”) to the customer identified in the Quote (the “Client”). Collectively, the Quote and these terms of service are referred to as the “Agreement.”
MMWM Services. MMWM will provide Client with the online marketing services specified in the Quote (the “Services”). The Services are intended to provide the Client with preferential positioning in selected search engines and report results on an ongoing and timely basis. The Services may include: (a) providing quality content and programming services, (b) research of keywords and phrases to select appropriate, relevant search terms, (c) search engine optimization and link building services for the Client’s domain(s), (d) editing various html tags and page text as necessary prior to submission to selected search engines and directories, (e) submitting and re-submitting Client’s pages to search engines and directories, (f) evaluating results and sending monthly reports on the performance of the campaign, (g) programming scripts, apps, etc. as MMWM deems necessary, (h) utilizing other marketing platforms such as social media, pay per click, display advertising, press releases and other forms of content syndication in order to increase visibility and internet traffic. MMWM may recommend that the Client utilize expedited listing services with certain search engines and pay associated expedited service fees.
- Client Authorization. Client authorizes MMWM to use specific keywords and/or phases for development, improving the ranking of, and/or positioning the contents of the Client’s URLs in the search engines and/or directories that MMWM determines are the most frequently used by the Client’s target customers. Client also authorizes MMWM to use any information provided by the Client to assist in creating content and programming.
- Fees. Client agrees to pay to MMWM the fee specified in the Quote in the manner and at the time specified in the Quote. The Client will pay a late charge of 1.5% per month for any fees not paid when due.
- Client Duties. Client agrees to provide to MMWM any or all of the following, as and when requested: (a) FTP access to the main site for uploading new pages and making mutually agreed changes in order to achieve and maintain positioning, (b) current passwords and user IDs needed to gain remote access to the Client’s web site files via FTP software, (c) if FTP access is not possible, Client will provide the email address of a technician who can upload requested changes on a timely basis, (d) access to raw log files or existing statistical reporting to facilitate web site traffic reporting, (e) text content in electronic format as needed by MMWM to create additional web pages. The Client will alert anyone else who has access to the Client’s web site that MMWM is performing work on the Client’s web site. MMWM will maintain confidentiality of the passwords and user IDs. MMWM will upload files to client’s web server to the best of MMWM’s ability. MMWM cannot be held responsible for delays once the technician has been notified of the upload request. A copy of the request will be sent to Client. MMWM will not be responsible for lost data, corrupt servers, or any other occurrence that may or may not be a direct result of work performed by a MMWM employee or contractor. Client authorizes MMWM to use Client’s logos, trademarks, web site images, and other content on additional landing pages (as needed), mini web sites, and any other uses MMWM deems useful for search engine positioning and optimization.
- Client Acknowledgments. Client acknowledges that (a) MMWM has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future, (b) Client’s site may be excluded from any directory at any time at the sole discretion of the search engine or directory, (c) MMWM does not guarantee positions or traffic levels for any particular keyword, phrase or search term, (d) occasionally, search engines stop accepting submissions for an indefinite period of time, (e) MMWM does not control search engine policies, nor does MMWM have or claim to have any special partnership or relationship with any of the search engines, (f) occasionally, search engines will drop listings for no apparent or predictable reason and listings will reappear without any additional submissions.
- Disclaimer of Warranties. MMWM provides the Services on an “as is” basis and “with all faults.” MMWM hereby disclaims all warranties of any kind, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose and non-infringement. MMWM makes no warranty that the Services will be error free or that Client’s access to the Services will be continuous or uninterrupted.
- Client Content; Indemnification. Client warrants to MMWM that all elements of text, graphics, photos, designs, trademarks, artwork or other content (collectively, the “Content”) provided to MMWM for inclusion on the Client’s website are owned by Client, or that Client has received permission from the rightful owner(s) to use such Content. Client will defend, indemnify and hold harmless MMWM and its subcontractors from any liability arising from MMWM’s use of any Client Content in the course of providing the Services hereunder.
- Confidentiality. During the term of this Agreement and for a period of two (2) years after the termination or expiration hereof, MMWM shall not, without the prior written consent of the Client, disclose to anyone any Client Confidential Information. “Client Confidential Information” means Client’s customer lists, business plans, marketing plans, passwords or user IDs, financial information or any other information which is designated “Confidential” when it is provided by the Client to MMWM. Client Confidential Information shall not include any information that: (a) is disclosed by Client without restriction, or (b) becomes publicly available through no act of MMWM, or (c) Is rightfully received by MMWM from a third party.
- Term and Renewal. This Agreement is for a term of twelve (12) months and will renew automatically for subsequent 12-month terms unless the Client notifies MMWM in writing not less than thirty (30) days prior to the end of the term that Client does not wish to renew.
- Termination: After completion of the initial, 12-month term, this Agreement may be terminated by either party, with or without cause, by giving the other party 30 days written notice of it’s intent to terminate. Upon termination of expiration of this Agreement, the Client must pay all outstanding fees. The late charges specified in Section 3 will continue to accrue until all fees and late charges are paid in full. MMWM may terminate service under this Agreement at any time, upon written notice to the Client, if Client fails to comply with the terms of this Agreement.
- Limitation of Liability. In no event will MMWM be liable with respect to any subject matter of this Agreement under any legal or equitable theory, including but not limited to, contract, negligence, unjust enrichment, or strict liability for: (i) any special, incidental or consequential damages; (ii) the cost of procurement of substitute products or services; or (iii) interruption of use or loss or corruption of data. Under any circumstances, MMWM’s liability to Client or any party claiming through Client shall be limited to the fees paid by the Client to MMWM under this Agreement during the six (6) month period prior to the Client notifying MMWM of the claim.
- Amendments or Modifications. The terms of this Agreement may be changed or modified at any time by MMWM, upon thirty (30) days’ advance, written notice to the Client (a “Change Notice”). The Client will have ten (10) days following its receipt of a Change Notice to notify MMWM in writing of its desire to terminate this Agreement, which termination shall be effective at 11:59 pm EST on the date preceding the effective date of the change or modification. The term “written” used herein shall include e-mail correspondence but not text messaging.
- Survival. The provisions of Sections 3, 6, 7, 8, 11, 13, 14, 15 and 16 will survive the termination of this Agreement.
- Attorneys’ Fees & Costs. In the event of any litigation arising out of or pertaining to this Agreement, including any litigation to collect fees from the Client, if MMWM prevails the Client shall pay to MMWM, in addition to any judgment awarded, MMWM’s reasonable attorneys’ fees and costs, including attorneys’ fees and costs incurred in litigating entitlement to attorneys’ fees and costs, as well as in determining or quantifying the amount of recoverable attorneys’ fees and costs. The reasonable costs to which MMWM is entitled will include costs that are taxable under any applicable statute, rule, or guideline, as well as non-taxable costs, including, but not limited to, costs of investigation, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees, regardless of whether such costs are otherwise taxable.
- Choice of Law; Jurisdiction & Venue. This Agreement is governed by the laws of the State of Florida, without giving effect to its conflict of laws principles. Any litigation brought by the Client against MMWM must be brought exclusively in a Florida state court of competent jurisdiction sitting in Pinellas County, Florida. The Client waives any objections to venue on any basis, including inconvenient forum. The Client hereby irrevocably consents to the personal jurisdiction of said Florida state courts over Client in the event MMWM initiates suit against Client in such court.
- Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of this Agreement will remain in full force and effect. MMWM’s failure to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.
This Agreement is between us, Discount Web Designer, the company and you the Customer.You the Customer are hiring us Discount Web Designer, the company to perform design and development services.
What Do Both Parties Agree To Do?
As our customer, you acknowledge you have the power and ability to enter into this contract on behalf of your company or organization. You agree to provide us with everything that we’ll need to complete the project including text, images, information, and feedback when we need it, and in the format we require. You agree to review our work plus provide feedback and approval in a timely manner as well. Deadlines work two ways and you will also be bound by any dates that we set together. You also agree to the payment schedule set out at the end of this contract. We will make great efforts to meet all deadlines set, but we can’t be held responsible for a missed date or a deadline. Additionally, we promise and commit to maintaining the absolute confidentiality of any information that you give us. Should you require us to travel to your office for meetings; all travel costs and time will be charged at the current IRS rates for travel by car or exact fare if by plane and all time based on the individual(s) who are requested to attend. This is rarely necessary given all of our communication abilities online and off, all of which are free.
This contract includes one main design and the opportunity for you to make a reasonable but limited number of revisions. Once approved, additional major changes in structure or layout can incur additional cost. Obsession over a logo detail or numerous and repeated changes to the same items due to indecision can also incur additional costs. Of course, we will do everything in our power to prevent this and warn you in advance should any added costs be necessary. This almost never happens unless the scope of work changes.
Browsers and Mobile Devices
The inner workings of web browsers and mobile devices changes regularly and our approach is to look forward, not back. With that in mind, we will test all our code and styling in current versions of all major desktop browsers to ensure that we make the most of them. Users of older or less capable browsers or devices may not be supported and could experience a design that is appropriate to the capabilities of their software. We will also test that the website performs well on primary mobile devices keeping in mind this is a fast moving area of development and no website will appear the same in all browsers or mobile devices. We will not test old or abandoned browsers, for example, Microsoft Internet Explorer 5 or 5.5 for Windows or Mac, earlier versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. If you need us to consider these older browsers, we will charge you at our current rates for any necessary additional design work, development, and testing.
You are responsible for writing any text copy unless we specifically include it in the original estimate. Content best provided by you or your company as we do not know your business like you do but we do have full-time writers on staff if you require content production services. These services are provided at an additional cost.
You will need to supply us photographs either in digital or printed format. If you choose to buy stock photographs we can suggest stock photography vendors. Any time you ask us and we spend time searching for specific photographs, you will be charged at our standard rate per hour for such services. This does not include images we choose as part of your overall design and only applies to ones you specify or want for content pages. We limit stock photography to 5-10 images per project and reserve the right to bill you for additional images you select.
Changes and Revisions
The estimate/quotation price included in this document are based on an estimate of time and resources we’ll need to accomplish everything that you have told us you want to achieve. If you change your mind, add extra pages, templates, or even add new functionality, that won’t be a problem. Minor changes and additions are expected without cost. Changes in design or functionality may incur added costs which you will be informed about in advance. You will be charged our standard rates for the additional services you require. Along the way we will ask you to put requests in writing so we can keep track of your requests and billing.
We, nor anyone else can guarantee that the functionality contained in any web page or in a completed website will always be error-free therefore we cannot be held liable to you or any third party for damages including lost profits, lost savings or other incidental, consequential, or special damages arising out of the operation of or inability to operate this website and any other web pages, even if you have advised us of the possibilities of such damages. However, we will troubleshoot and correct any errors free of charge during our 30 day “fix-it” period after you take possession. We will also be there to support you in the future if a problem does arise.
You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the website are either owned by you, or that you have permission to use them. When we receive your final payment, copyright is automatically assigned as follows: You own the graphics and other visual elements that we create for you for this project. You cannot reuse any of our code on another website. It’s like copying a page from someone’s book and using it in another book by someone else. You own the text content even if we wrote it, photographs, and other data you provide, unless someone else owns them. We own the markup, CSS, and other code and we license it to you for use on only this project.
You pay a 50% non-refundable deposit on acceptance of this agreement and pay the balance upon project completion. NOTICE: In the event that the project is held up due to unreasonable delays in delivery of content, pictures or decisions by the customer affecting the schedule of the project, Discount Web Designer will be entitled to bill customer the balance due as if the project had remained on schedule. We will complete the project in a timely manner when the outstanding details are provided by the customer.
Now for the Fine Print
Just like any other agreement, you cannot transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If any provision of this agreement shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. Although the language is simple, the intentions are serious, and this contract is a legal document under exclusive jurisdiction of Florida courts.
The Customer undertakes to Discount Web Designer that it will not for a period of two years from the termination of this Agreement entice away or endeavor to entice away from Discount Web Designer any employee of Discount Web Designer. The Customer acknowledges that the prohibition and restriction contained in this clause are reasonable in circumstances and necessary to protect the business of Discount Web Designer.
The Customer acknowledges that Discount Web Designer is providing Services to the Customer on a non-exclusive basis and that Discount Web Designer may provide services of the same or a similar nature as the Services to any other party.
WHEREAS, Discount Web Designer Web Hosting is an information provider connected to the Internet Discount Web Designer Web Hosting offers storage and transfer services over the Internet through access to its Web Server; WHEREAS, Customer seeks to utilize Discount Web Designer’s server for its own purposes; WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, Discount Web Designer can make no guarantee that any given reader shall be able to access Discount Web Designer Web Hosting’s server at any given time. Discount Web Designer represents that it shall make every good faith effort to ensure that its server is available as widely as possible and with as little service interruption as possible; NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows;
Customer agrees to a one year contract minimum beginning upon commencement of service. Exact contract duration is decided upon at signup and no refunds will be provided for hosting. Customer agrees that all charges and fees associated with an account are their sole responsibility. At the end of the contract term, the contract will automatically renew for the original contract length indefinitely until canceled via phone or via our support/ticket system. Violations of Discount Web Designer’s Terms of Service, Acceptable Use Policy, or Spam Policy may, at Discount Web Designer’s discretion, result in immediate and permanent disablement without refund. Disputed charges (“chargebacks”) associated with any Discount Web Designer account may, at Discount Web Designer’s discretion, result in immediate and permanent disablement.
Discount Web Designer Web Hosting shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made from Customer or Discount Web Designer’s server. Customer agrees to take full responsibility for all taxes and fees of any nature associated with such products sold.
Customer will provide Discount Web Designer Web Hosting with material and data in a condition that is “server-ready”, which is in a form requiring no additional manipulation on the part of Discount Web Designer Web Hosting. Discount Web Designer Web Hosting shall make no effort to validate this information for content, correctness or usability. Use of Discount Web Designer Web Hosting’s service requires a certain level of knowledge in the use of Internet languages, protocols, and software. This level of knowledge varies depending on the anticipated use and desired content of Customer’s Webspace by the Customer. The following examples are offered: Web Publishing: requires a knowledge of HTML, properly locating and linking documents, FTPing Webspace contents, Graphics, text, Sound, imagemapping, etc. CGI-Scripts: requires a knowledge of the UNIX environment, TAR & GUNZIP commands, Perl, CShell scripts, permissions, etc. The Customer agrees that he or she has the necessary knowledge to operate within the hosting environment. Customer agrees that it is not the responsibility of Discount Web Designer to provide this knowledge or Customer Support outside of the defined service of Discount Web Designer Web Hosting. Discount Web Designer will exercise no control whatsoever over the content of the information passing through the network, provided that it adheres to all other conditions set forth in our Terms of Service and Acceptable Use Policy documents. Discount Web Designer reserves the right to police its network to verify compliance with all agreed upon Terms. The Customer agrees to cooperate in any reasonable investigations into their adherence to all agreed upon Terms. Failure to cooperate is grounds for immediate disablement of all accounts/service plans. Discount Web Designer Web Hosting reserves the right to disconnect any website or server deemed to present a security threat to Discount Web Designer’s customers, servers, or network. The opening of multiple accounts or service plans in order to bypass any restrictions or overage charges set forth by Discount Web Designer is grounds for termination of all services. Discount Web Designer Web Hosting makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. Discount Web Designer Web Hosting also disclaims any warranty of merchantability or fitness for a particular purpose and will not be responsible for any damages that may be suffered by the Customer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Customer. Use of any information obtained by way of Discount Web Designer is at the Customer’s own risk, and Discount Web Designer specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of a connection to and do not represent guarantees of available end to end bandwidth. Discount Web Designer Web Hosting expressly limits its damages to the Customer for any non-accessibility time or other down time. Discount Web Designer specifically denies any responsibilities for any damages arising as a consequence of such unavailability. In the event that this material is not “Server-ready”, Discount Web Designer may, at its option and at any time, reject this material, including but not limited to after it has been put on Discount Web Designer’s Server. Discount Web Designer agrees to notify Customer immediately of its refusal of the material and afford Customer the opportunity to amend or modify the material to satisfy the needs and/or requirements of Discount Web Designer’s Web Hosting. If the Customer fails to modify the material, as directed by Discount Web Designer, within a reasonable period of time, which shall be determined between the parties themselves, the contract shall be deemed to be terminated. All domain names registered through Discount Web Designer that are ‘parked’ or are otherwise not immediately associated with a Discount Web Designer hosting plan will be automatically pointed to a “Coming Soon” web page which informs visitors that the registrant has recently registered their domain name via DiscountWebDesigner.com. The Coming Soon web page may be modified at any time by Discount Web Designer without prior notice to you and may include such things as, without limitation, links to additional products and services offered by Discount Web Designer.
TRADEMARKS & COPYRIGHTS
Customer warrants that it has the right to use the trademarks and copyrights applicable to all content and/or products being made available through the customer’s account.
HARDWARE, EQUIPMENT, & SOFTWARE
The customer is responsible for and must provide all telephone, computer, hardware and software equipment and services necessary to access Discount Web Designer Web Hosting. Discount Web Designer Web Hosting makes no representations, warranties or assurances that the Customer’s equipment will be compatible with the Discount Web Designer Web Hosting service. AGE The Customer certifies that he or she is at least 18 years of age, or that their parent or legal guardian will act as the “customer” in terms of this contract.
This contract may be terminated by either party, without cause. Discount Web Designer Web Hosting will only accept termination by phone or our support system. Notwithstanding the above, Discount Web Designer Web Hosting may terminate service under this contract at any time, without penalty, if the Customer fails to comply with the terms of this contract, including non-payment. Discount Web Designer Web Hosting reserves the right to charge a reinstatement fee.
Customer expressly agrees that use of Discount Web Designer’s Server is at Customer’s sole risk. Neither Discount Web Designer, its employees, affiliates, agents, third party information providers, merchants licensers or the like, warrant that Discount Web Designer’s Server service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the Server service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Discount Web Designer’s Server service, unless otherwise expressly stated in this contract. Under no circumstances, including negligence, shall Discount Web Designer, its offices, agents or any one else involved in creating, producing or distributing Discount Web Designer’s Server service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Discount Web Designer Web Hosting Server service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Discount Web Designer Web Hosting’s records, programs or services. Customer hereby acknowledges that this paragraph shall apply to all content on Discount Web Designer’s Server service. Notwithstanding the above, Customer’s exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate amount which Customer paid during the term of this contract and any reasonable legal fee and court costs.
Customer agrees that it shall defend, indemnify, save and hold Discount Web Designer Web Hosting harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys’ fees, (“Liabilities”) asserted against Discount Web Designer, its agents, its customers, 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 Customer,its agents, employees or assigns. Customer agrees to defend, indemnify and hold harmless Discount Web Designer against Liabilities arising out of any injury to person or property caused by any products sold or otherwise distributed in connection with Discount Web Designer’s Server; any material supplied by Customer infringing or allegedly infringing on the proprietary rights of a third party; copyright infringement; any defective product which Customer sold on Discount Web Designer Web Hosting Server.
Customer agrees to abide by the terms set forth in this document Customer also agrees to abide by all applicable Terms set forth by all Discount Web Designer partners and subsidiaries.
Revisions to this Contract will be applicable to previous Contracts Revisions will be considered agreed to by the Customer on renewal of service as specified in Section – Financial Arrangements.
Customer may not transfer this contract without the written consent of Discount Web Designer Web Hosting.
These Terms and Conditions constitutes the entire Contract and understanding of the parties.