Terms Of Service
Lewis Consulting LLC dba Website Design Phoenix and dba Iron Springs Design (ISD) and the purchaser of products or services (“Customer”) mutually agree to the following Terms and Conditions as part of the Agreement for ISD to provide website related products and/or services including Website Design, Website Development, Mobile Websites, Website Hosting, Consulting, Copywriting, Newsletter Management, Graphic Design, Photography, Search Engine Optimization, Search Engine Submission, and any other services offered by WDP collectively referred to as “Services” and/or “Website Project”.
It is mandatory that you read through these Terms & Conditions. Your purchase or use of our products and services signifies that you have read and accepted these Terms and Conditions.
2.Product Purchase Rules and Limitations
Any Customer purchasing any ISD Services must agree to these Terms & Conditions and is bound to follow these Terms and Conditions. Violations of any provision under WDP Terms & Conditions could result in termination of Services in whole or in part including, but not limited, to Website related projects, SEO projects, Hosting services, Copywriting, Design services, Domain Registration services, Email services, Mobile Website services, etc., without refund. ISD will not be responsible for any loss or damages due to account termination.
3.Website Design Policy
If a website is included in your project, your website will be created in a timely fashion based on the size of your project scope. The project will commence upon receipt of all your content, images, logo, colors, videos, links, etc. that are required to begin designing your website. We do not start development of a project until all information has been supplied to us. Your content will be needed within 15 days of purchase, failing to send this information within 60 days may result in the forfeiture of your deposit. ISD may, at its discretion, reserve the right to credit your hosting account for the deposit amount to be used up by hosting your domain/emails/website with us.
I. Website Projects: The Customer agrees to pay the deposit amount (also referred to as “Commencement Payment”) before a project will commence. Deposits are nonrefundable.
II. Hosting: The Customer agrees to pay 1 year in advance for hosting services, unless otherwise provided for within a website development package. Renewal will be at regular rates sold in non-refundable one year increments. Written notice of cancellation must be sent by the customer and received by ISD 30 days prior to expiration.
III. Domain Registration: The customer agrees to pay at least 1 year in advance for Domain Registration, unless otherwise provided for within a website development package. Domain Registration renewals will be at regular rates sold in non-refundable one year increments. Payments not received 15 days prior to expiration may cause the customer’s account to experience disruption in service or potential loss of ownership of their domain name. ISD is not responsible if a domain is lost due to nonpayment. All Domain purchases are nonrefundable.
IV. Search Engine Optimization: The Customer is required to make the SEO Setup Payment before SEO services can commence.Monthly maintenance payments are required for a minimum of 10 months or whatever term is specified in their SEO Agreement.The setup payment and monthly maintenance payments are nonrefundable.
V. Suspension of Work. During the project, if ISD does not receive communications from you in 14 days, we will suspend the project until such time as you can focus on it. Project suspension is $100 per month, paid monthly, until such time as you reactivate or cancel the project. Project cancellation will forfeit your deposit and all suspension fees.
VI. Plugins and Stock Photos. Your site’s design and functionality may need stock photos as well as 3rd party plugins for additional features. If we need to purchase these on your behalf we will let you know first for your approval, and the total will be added to your final invoice. You may approve these items via email acceptance.
5. Privacy Provisions
Except where compelled by law, ISD and the Customer mutually agree to maintain all non-public information obtained in connection with the Services in confidence and not disclose same to any person or entity. This includes, but is not limited to, Agreements, Proposals, Host Documentation, Design Review Forms, Account data forms, Warranty documents, Host & Email setup and configuration documents, email correspondence containing sensitive information, etc.
ISD does not allow the use of unsolicited commercial email (“Spam”) to promote products or services. Any Customer engaging in the sending of Spam through ISD servers or email accounts, or promoting information on websites hosted by WDP will be considered in breach of these Terms and Conditions and will be suspended from Services immediately.
The Customer agrees to be in compliance with the laws of the United States of America and the laws of any country in which it conducts business at all times.
The Customer is responsible for ensuring that their use of ISD Services will not consume excessive system or network resources that disrupts the normal use of Services through, but not limited to, spawning multiple processes, or consuming excessive amounts of memory, CPU or bandwidth capacity.
The following is a non-exclusive list of content, and behavior prohibited by ISD:
I. Content that contains or contains links to: nudity, pornography, adult content, materials with sex, excessive violence, excessive profanity, racism or bigotry.
II. Content that condones, promotes, contains, or links to warez, cracks, illegal torrents, hacks, their associated utilities, or other piracy related information, whether for educational purposes or not.
III. Content that has been promoted through the sending of Spam or mail fraud schemes, or pages that promote or condone the sending of Spam. The sending of bulk email originating from our servers mass distributed to unknown recipients soliciting products or services, or of bulk email NOT originating from our servers mass distributed to unknown recipients soliciting products or services relating to a WDP account will result in immediate account suspension.
IV. Content that is grossly offensive to the community, including blatant expressions for bigotry, prejudice, racism, hatred or excessive profanity, or to post any obscene, filthy, excessively violent, harassing, or otherwise objectable material.
V. Content or otherwise that exploits children less than 18 years of age.
VI. Content that sells or promotes any products or services that are unlawful in the location at which the content is posted or received.
VII. Content that infringes or violates any copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property right of any third party.
VIII. Content that promotes mail fraud, multi-level marketing (pyramid) schemes or other illegal or fraudulent activities.
IX. Content that posts or discloses any personally identifying information or private information about any third parties without their express consent.
X. Reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any WDP or affiliate service, solution or technology.
XI. Reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of individual passwording of Customer sites (or pages contained therein).
7.File Transfer Fee
The Customer may request a full & complete copy of the website files and all its Content on his or her personal media for a fee of $250.
8.One Time Usage Licenses
In instances where a website template, stock photography, sound effects, animations, music, stock video, fonts, clip art and other content are used the customer is granted a One Time Usage License at a non-unique price. It enables the Customer to use each individual product on only the project it was purchased for. Any kind of separate usage or distribution in whole or in part is strictly prohibited.
9.Purchase of Website Hosting Services
ISD will host Customer site for the specified period of time on a reputable business class web-host. Hosting fees are charged and collected yearly, and ISD may send you an invoice for hosting renewal 30 days before your hosting period expires. If no payment is received by the expiration of the current hosting period, Designer has the right to terminate hosting of the website without notice. If you choose to take backups of your own site, you must back up to some resource other than the web host.
The Customer may elect to have their website hosted elsewhere after all payments due to ISD have been paid. Transferring a website will result in ISD’s inability to accept responsibility for hardware, software, installation, functionality, performance and reliability of the website. Should the Customer choose to move hosting elsewhere, the Customer agrees to pay a $250 file transfer fee. This fee is not a penalty. The fee covers the cost of converting content management system files and database into a movable storage format such as a CD, DVD, or file folder ready for transport to a 3rd party compatible server.
Hosting elsewhere voids all warranty and automatically relieves ISD from any liability including lost files, lost data, time lost, or any other expense or damages incurred by the Customer relating to the transfer and/or hosting on a 3rd party server.
The services and all content provided by the customer are subject to the approval of ISD. The Customer shall supply ISD, within a period of (30) days following the purchase of any website product or service, all the required information to be inserted in the website project deemed to consider it completed; including Content, Graphics, Videos, Scripts, API, Fonts, Music, Photos, and Databases which the Customer warrants that it is authorized to publish and guarantees that it does not violate any law and that it holds all permits or licenses which may be necessary to publish on the Internet. If the Customer does not supply the above-mentioned information within the prescribed time frame, ISD reserves the right to charge the Customer all amounts that may be due to ISD. ISD will not be held liable for any consequential losses, damages or claims therefore asserted by the Customer due to delays caused by the Customer or arising because of matters of force majeure or any other cause beyond its control.
The Customer also guarantees and warrants the truth of all factual assertions and implications there from in any website project inserted hereunder and that they are entitled to use any pictures, graphics, media files, illustration, or to insert a hypertext link(s) to any other website, or advertise the business profession, service, product, trademark, or trade name appearing or described in any website project as well as holding all the rights to use the trademarks or commercial names included in the website and that this does not contravene any provision, law or statute, including the Trade-Marks Act, the Copyright Act and any other law or statute relating to intellectual property. The Customer agrees to indemnify and hold ISD harmless from and against any and all liabilities, damages, award, settlements, losses, claims and expenses, including attorney fees and costs of investigation due to (i) any claim by a third party relating to the Content, including infringement of any third party’s intellectual property rights; (ii) claims for misleading advertising related to Customer product warranties or performance; and (iii) any other actions of Customer which give rise to any other liability at law. Furthermore, for Content created by the Customer or one of its representatives, the Customer acknowledges that ISD shall not bear any liability with regards to the content, graphical norms or physical appearance of any website project.
The Customer furthermore authorizes ISD to perform a full pre-credit investigation on his or her company.
All technical decisions regarding design and programming techniques, programming language, programming technologies, programming strategy, programming logic, programming flow, graphical design, font selection, database setup, database structure, database relationships, visual appearance (textbox, buttons, placements, etc.) or any other technical decision designed to meet the Customer’s needs is the exclusive prerogative of WDP and WDP staff and not that of the Customer.
12.Term of Contract
The Customer agrees to pay ISD for all charges plus applicable taxes on all invoices, and for all taxes which may be levied upon services provided by ISD. If there is a dispute about the charges, the Customer shall notify ISD within 10 days of receiving the invoice. All amounts on all invoices are due prior to any work prescribed on each respective invoice unless other payment terms have been made. If an invoice is not completely paid by the Customer, ISD is not responsible to do any work prescribed on the invoice. If at any time, payments are in arrears for more than (30) days, ISD reserves the right to purge any website related project from the Internet and discontinue all services without notice.
13. Late Charges
An interest rate of 2% per month (24% per annum) applies to any amount for any service remaining unpaid 1 month following receipt of invoice and all future invoices. If the past due account remains unpaid, and is determined by WDP to require further collection action, an administration fee of $150 will be added to the balance owing.
14. NSF Checks
An administration fee of $25.00 is automatically charged to the Customer for NSF checks received for any and all WDP invoices. If at any time, a check is returned NSF to WDP, WDP reserves the right to suspend Services without notice, including, but not limited to, removing all website pages from the internet and publishing generic pages in its place indicating the hosting account has expired or has been temporarily suspended. The new wording and layout is at WDP’s sole discretion and may not be changed in any way by the Customer or via the Customer’s request.
15. No Guarantee of Success
The Customer acknowledges that this Agreement provides no guarantee with regard to the success, derived benefits, response or of the number of visitors, display problems due to browser compatibility, browser configurations, computer compatibility or computer configuration issues to their website hosted by ISD or hosted elsewhere during or beyond the term of any website related product or service. ISD monitors, but does not guarantee website uptime and is not responsible for damaged, or deletion of website files, databases, or any other website resources which may make the site partially or fully inoperable.
16. No Guarantee of Deadlines
ISD cannot guarantee the final delivery of any website project to the Customer’s satisfaction within any prescribed timeline. However, all projects will be completed within a reasonable timeframe and will be deemed complete when ISD has completed all items on the relevant invoice and/or scope of work according to ISD staff’s interpretation or upon launching the website on the internet.
17. Governing law, jurisdiction and venue
All services, agreements and/or products provided by ISD shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of Arizona, and any action or proceeding arising out of or related to any services, agreement shall be brought only in the courts of such jurisdiction. The Customer hereby consents to such jurisdiction and venue.
18. Ownership of Intellectual Property
Any custom website project is and will remain the intellectual property of ISD until all related Services are paid in full by the Customer. After full payment of the Services, the intellectual property is automatically transferred to the Customer. Any attempt to leach, copy, or take code from ISD prior to full payment will be considered breach of contract and will be subject to any and all criminal and civil relief afforded ISD under the law.
The Customer agrees to indemnify and hold ISD harmless from and against any and all liabilities, damages, award, settlements, losses, claims and expenses, including attorney fees and costs of investigation due to (i) any claim by a third party relating to the Content, including infringement of any third party’s intellectual property rights; (ii) claims for misleading advertising related to Customer product warranties or performance; and (iii) any other actions of Customer which give rise to any other liability at law. Furthermore, for Content created, approved and/or provided by the Customer or any of its employees, associates, contractors, or representatives the Customer acknowledges that ISD shall not bear any liability with regards to the content, graphical norms or physical appearance of any website related project.
ISD is not liable for damages caused by security loopholes such as usernames and passwords, malicious software, hacking, denial of service attacks, or any other malicious attacks. ISD is not liable for third party theft of intellectual property or sensitive information such as credit card information or any resulting damages. Any work required to repair damages, or security loopholes is not the responsibility of ISD. ISD is not liable for damages resulting from spelling mistakes, poor grammar, sentence structure, paragraph structure, legibility, literary logic, or any other issue arising from the way content is written or displayed. ISD is not liable for damages caused by offensive images, poor quality images, lack of images, excessive images, or any other issue arising from image-related problems. ISD is not liable for any development code that becomes outdated after any element, module, or website has been completed as it relates to changes in browser, hardware and/or host server technology standards. These technologies typically have revers compatibility features but if not, ISD cannot be liable for compatibility issues arising from new or upgraded technology standards.
20. Limitation of Liability
The limitation of liability shall not exceed the value of fees paid in conjunction with the any ISD product or service.
A waiver of any breach or provision under any service, product, agreement or contract by any party shall not be deemed to be a waiver of that provision, nor shall any waiver be construed as a continuing waiver.
Paragraphs 4, 5, 9, 15, 17, 18, 19, and 20 shall survive the termination of this agreement for Services.