TERMS AND CONDITIONS

We have included a sample of our standard Service terms and conditions below.  Due to the unique nature of this proposal, combining website development with application licensing, tailored terms and conditions may apply. If and where components of MemberPro are integrated, the terms of the MemberPro licensing agreement will apply.

1. Services: All services outlined in the Proposal or Functionality Documents as agreed to by the Client will form the Services to be provided. Once project scope and functionality documents are approved, any changes to the functionality or content will require a Change Request.

2. Change request: Unless otherwise provided in the Proposal or Functionality Documents, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at the then current standard development hourly rate. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. The delivery schedule or deadlines in the Proposal and deliverables, may be extended or modified, as may be required by such change.

3. Payment of Services: The cost of this project will be determined as the scope is defined. All appropriate taxes will apply. The Client will be advised if for any reason the project commitment will exceed that estimate. The Client agrees to pay the supplementary charges incurred for any stock images necessary for completion of the client project, as pre-approved by the Client. Invoices for Services, plus all applicable taxes, will be issued monthly due and payable on the 15th of the month following.

4. Change Request Procedure: If the Client wishes to request a Change to the Services of this Agreement:
a. the Client shall notify the project team of the Change via email;
b. The project team shall send a revised estimate to the Client to approve the additional development and applicable fees, if any; and
c. the Client shall notify the project team whether such additional development and the applicable fees are agreeable via e-mail. The Change shall be deemed incorporated into the Services and such additional fees shall be payable in accordance with the terms of this Agreement.

5. Proofreading: On completion of the content and functionality development, the Client will be provided with a development link to review and proofread. The Client will be provided two(2) rounds of revisions to capture errors, omissions or copy edits. The Client is responsible for proofreading and approving all final version 3 proofs prior to information being published to either print or web. Errors, typos, and content updates are not the responsibility of the project team. Any corrections to be made after the launch of the website are not included in the scope of this project and will be billed separately.

6. Work Product Ownership: Any design material, including but not limited to: graphics and HTML coding shall remain the property of the Client with the Client allowing the project team to use said material for references and portfolio use. The Client is responsible for reviewing final versions of documents to ensure accuracy and the project team assumes no liability. The Client, not the project team, shall have sole responsibility for the input accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all the Client data, and the project team shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client data. The project team shall not be responsible nor liable should future updates to WordPress or to Plug-ins cause any component of the website to be erased or become inoperable.

7. Representations & Warranties: Any elements of text, graphics, photos, designs, trade-marks, or other artwork provided to the project team for inclusion in the website are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements;
a. Any material submitted for publication by the Client will not contain anything leading to an abusive or unethical use of the Services (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); and
b. The Client has the full right, power, capacity and authority to enter into this Agreement and to carry out its obligations.

8. Internet Delays: Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. The project team is not responsible for any delays, delivery failures, or other damage resulting from such problems.

9. Limitation of Liability: Except for (i) breach of confidentiality, (ii) misappropriation of the other party’s intellectual property rights, or (iii) either party’s indemnification obligations under this Agreement: (A) neither party shall be liable to the other for any loss of profits, revenues, customers or contracts, loss of use of equipment, loss of data, business interruption, any commercial or economic loss of any kind or for any indirect, consequential, incidental, special, punitive or exemplary damages howsoever caused or arising under this Agreement even if such party has been advised of the possibility of any of the above or even if any of the above were reasonably foreseeable; and (B) the aggregate liability of either party to the other party under this Agreement shall not exceed the total Fees paid by the Client to the project team in the three (3) month period immediately preceding the event giving rise to such liability. The above limitations shall apply irrespective of the nature of the cause of action, demand or claim.

10. Confidentiality: The project team agrees to keep all information provided by the Client in complete confidence. None of the Client’s supplied material can be used by the project team for any other project they may take on. The same holds true in the reverse, the Client may not use any material provided by the project team for any reason other than that agreed upon in this Agreement. This provision shall continue upon completion of this Agreement.

11. Dissolution of Agreement: It is agreed upon by both the Client and the project team that should this Agreement be dissolved at any time the Client will pay the project team for Services and supplies provided, and that the project team shall provide enough additional Services to cover any fees paid in advance by the Client.

12. Entire Agreement: This Agreement contains the entire agreement of both the parties, and there are no other promises of conditions in any other agreement, whether oral or written.