WEBBED PRESENCE
&
WEBBED PRESENCE PRO
Terms & Conditions
PARTIES
PROVIDER
Christine Allison
DBA Webbed Presence
109 S. 6th Street, Denton, MD 21629
410-205-6516
Shall be known as "Provider”
CLIENT
The Party contracting with Webbed Presence for any of the following Services shall be known as "Client".
PURPOSE OF THE AGREEMENT
Webbed Presence PRO (Software as a Service)
WHEREAS, the Provider has access to specific (software type) software and web applications that it makes available for customers to integrate with their systems over the Internet; WHEREAS, the Client wants to use the Provider's applications in its company operations; and WHEREAS, the Provider agrees to provide said applications to the Client who agrees to use and pay for Provider's services, which are subject to the following terms and conditions:
Project-Based Services and Other Subscriptions
Client wishes to hire Provider to provide services relating to Client’s website design and development needs and related email services, as detailed in this Agreement. Provider has agreed to provide such services according to the terms of this Agreement:
DEFINITIONS
Webbed Presence PRO SaaS: Subscription services provided by the Provider to the Client under this Agreement from the website https://webbedpresence.pro.
Project-Based Services: Custom one-off project services provided by the Provider to the Client under this Agreement from the website https://webbedpresence.com, including.
Website Design and Development
Email and Online Marketing content and/or campaign development
CRM Project development
Related digital marketing services
Other Subscription Services: Subscription services provided by Provider to the Client under this Agreement from https://webbedpresence.com, including:
Website Hosting Services
Digital Marketing Services for Search Engine Optimization, Online Profile and/or Social Media Optimization and Content
Any other Subscriptions offered by Webbed Presence that are not specifically access to Webbed Presence PRO SaaS
Documentation: Describes documents made available by Provider to the Client at the website https://webbedpresence.pro. The description at said URL sets out the total Webbed Presence PRO SaaS Services offered by the Provider and instructions for how to use said Services.
Support Services Policy: Includes the support provided by the Provider in relation to the Services made available at https://webbedpresence.pro and/or https://webbedpresence.com.
Authorized Users: Users that are authorized by the Client, like independent contractors, agents, or employees, to use the Services and Documentation.
User Subscriptions: The subscription purchased by Client under this Agreement gives them and their Authorized Users access to the Services and Documentation.
Client Data: Data inputted by the Client, Provider, or Authorized Users into Webbed Presence PRO SaaS. The Provider may input Client Data on behalf of the Client for the purpose of using the Services or to facilitate the Client's use of said Webbed Presence PRO SaaS Services.
Normal Business Hours: For the purpose of this Agreement, “Normal Business Hours” means 10:00AM to 4:00PM local Eastern time, Monday through Friday, except June 16th and major holidays.
Software: 1. The online software applications provided to the Client by the Provider as part of its Webbed Presence PRO SaaS Services. 2. The online software applications provided to the Client by the Provider as part of its Website Hosting Services. 3. Other third-party software that Client wishes to integrate/incorporate into WordPress and/or Webbed Presence PRO SaaS or that is necessary for Provider to complete Services on behalf of Client.
Virus: Anything (including software, file, code, or program) that could affect, impair, or prevent portions of the operations of Services or Documentation.
TERMS
Project-Based Services
Services: In this Agreement, “Services” means any and/or all of the services included in this section. Provider shall provide Client the Project-Based Services on a one-time basis. Services are categorized as occurring before site launch (the date the website goes live) and post-launch. Fees and due dates for services rendered are structured based on whether services occurred before or after site launch.
Provider shall deliver Services in a reasonable amount of time. Client must respond to any Provider communication within five calendar days from the time Provider sends the communication. If Client fails to respond to Provider within 14 calendar days for feedback or any other Provider request(s), it is within the Provider’s discretion to delay Client’s Services or charge a $250.00 fine for the unreasonable delay. If Services are delayed due to lack of response, Client must pay an additional fee of $500.00 to restart the Services in a timely manner.
Services begin on the first business day after the following have both occurred: This contract has been signed, and the first or full payment has been paid.
File Storage: Digital copies of designs produced in the course of fulfilling this Agreement will be stored until delivery of final designs and/or products. As of 14 calendar days after completion of Services, Client releases Provider from any and all liability for lost or damaged files or designs.
Webbed Presence PRO SaaS and/or Website Hosting Subscriptions
The Provider grants to the Client a non-transferable, non-exclusive right to permit the Authorized Users to use the Services and Documentation during the Subscription Terms solely for internal business operations and for no other purpose.
In regards to the Client's Authorized Users, the Client agrees to:
1. Not exceed the maximum amount of Authorized Users based on the number of User Subscriptions purchased (Basic Subscription: 2 users, Standard Subscription: Unlimited Users);
2. Not use more than one Authorized User per User Subscription;
3. Not transmit or distribute any Viruses, or anything that could be considered harmful, threatening, offensive, harassing, obscene, illegal, sexually explicit, violent, discriminatory, or a direct encouragement to hurt a person or a person’s property.
Due to this clause, the Provider reserves the right to remove and/or disable the Client's access to any material if the Client willingly breaks or desires to break said clause.
SaaS Account Access and Data Storage: Client's account will be saved for 90 days after cancellation. After that time, the account and all of Client's data saved to the account will be deleted. (Website Hosting requires a SaaS Account for Provider to deliver Hosting Subscription Services.)
Other Subscription Services
Provider shall deliver Services in a reasonable amount of time. Client must respond to any Provider communication within five calendar days from the time Provider sends the communication. If Client fails to respond to Provider within 14 calendar days for feedback or any other Provider request(s), it is within the Provider’s discretion to delay Client’s Services or charge a $250.00 fine for the unreasonable delay. If Services are delayed due to lack of response, Client must pay an additional fee of $500.00 to restart the Services in a timely manner. Alternatively, Provider may elect to stop providing services until Client provides the necessary content or feedback. There will be no refunds offered for the time Provider stops Services for Service delays caused by a nonresponsive Client.
Cost, Fees and Payment: Webbed Presence PRO SaaS
Subscription term begins within 5 business days of Client's initial Subscription purchase, after Webbed Presence has created the account and provided login credentials to the Client.
SaaS only: Subscription fees are due monthly on the day of the month which Client's subscription originally began.
SaaS with a Website Hosting Plan / Site Launch: Subscription fees are due on the first of the month for that month's subscription services. If the date of site launch is not the 1st of the month, the first month's subscription fee will be prorated. Provider reserves the right to adjust the service start date and monthly due date on a one-off basis. Provider will set these dates up front on the Agreement with Client.
Cost, Fees and Payment: Other Subscription Services
Website Hosting Plan / Site Launch: Subscription fees are due on the first of the month for that month's subscription services. If the date of site launch is not the 1st of the month, the first month's subscription fee will be prorated.
All Other Subscriptions: Subscription fees are due on the first of the month for that month's subscription services.
Cost, Fees and Payment: Project-Based Services
Client shall pay the Total Cost to Provider as follows in non-refundable portions that correspond with Provider’s work as it is completed.
Fees: Provider’s hourly rate is $75.00 per each hour spent on Client’s Services over the allotted amount of time purchased. This discounted rate is only available Clients with current Agreements and other select Clients at Provider's discretion.
Provider makes reasonable efforts to retouch and edit Client’s designs in a tasteful and professional manner before delivery of Client’s final designs and/or website. If Client requests further retouching or edits after delivery of Client’s final designs and/or website, then Client agrees to pay Provider for any additional changes Provider makes at Provider’s hourly rate.
Late Fees: If Provider does not receive payment from Client within fourteen calendar days of any payment date, then Client will be charged a late fee of 1.6% of the outstanding amount per each day that Provider does not receive payment starting from the due date. If Provider has made reasonable attempts to notify Client of Client’s outstanding balance, and Client’s balance remains unpaid or partially paid, then Provider reserves the right to send Client to collections for any and all outstanding payments. Client agrees to pay for all Provider’s reasonable collections and legal costs encountered while attempting to collect against Client.
Expenses: Any expenses incurred by Provider while providing Client with Services will be invoiced to Client in a timely manner. Client is responsible for paying for and delivering any third-party software licenses or products Client wishes Provider to utilize within 2 weeks of the completed signing of this agreement. At the Provider’s discretion, Provider will make reasonable efforts to integrate Client’s suggested software or products.
Provider will also consult with Client over the need for paid stock images and/or graphic design work that is beyond the Provider's scope.
Provider may recommend several third-party plugins or other software extensions to the Client; Provider will send a separate form with information about these services, why they are recommended, and how to purchase them.
Account Access: Once the Agreement has been signed and the Deposit paid, Client shall provide Provider with access to any and all relevant digital accounts at their earliest convenience, which may include but are not limited to:
Login Credentials to current Hosting Provider
Login Credentials to current website backend, if different from above
Domain name registrar or DNS login credentials, if different from above
Login Credentials for current CRM
Any additional accounts that may be necessary for Provider to access to complete Services in a timely manner.
Confidentiality
Confidentiality: Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (known as “Confidential Information” in this Agreement) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.
Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Company in whatever form to any parties outside of this Agreement.
This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third-party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third-party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.
Relationship of the Parties: Provider and any related subcontractors are not employees, partners, or members of Client’s company or organization. Provider has the sole right to control and direct the means, manner, and method by which the services in this Agreement are performed. Provider has the right to hire assistants, subcontractors, or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA), registrations, or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance, or unemployment fees to Provider.
CLIENT DATA
Webbed Presence PRO SaaS & Website Hosting Services
The Client affirms to the Provider that the Client Data will not violate the intellectual property rights or any other legal rights and will not break the provisions of any law, regulation, or statute in any jurisdiction under applicable laws.
The Client agrees to create a backup copy of data weekly, sufficient enough to be restored should it need be. The Provider is not responsible for any lost data the Client incurs due to misuse, nor are they responsible for lost data incurred from a blackout or Virus.
SUPPORT SERVICES
The Provider shall make available a help desk to the Client during Normal Business Hours. The Client agrees to provide Support Services with equitable skill and care.
The Client may use the help desk to request or receive Support Services, and the Provider shall respond promptly. The Provider may suspend Support Services if any amount due to be paid by the Client to the Provider is late by at least 5 days.
CHARGES AND PAYMENTS
The Provider shall provide invoices for the Charges to the Client from time to time during the term. The Client is required to pay the said Payments or Charges to the Provider by the due date on the invoice. The Client must pay the charges by Credit, Bank Transfer, or Check. Other payment methods may be offered on Provider's online invoices as Provider can make them available.
If the Client does not pay any amount of the Charge due to the Provider under this Agreement, the Provider may charge interest at
the rate of 1.6% per day until the Client pays off their debts.
INTELLECTUAL PROPERTY
IP within Webbed Presence PRO SaaS
Copyright: Provider owns the copyright in any and all designs it creates pursuant to federal copyright law (Title 17, Chapter 2, §201-02, of the United States Code.) Any and all designs produced in connection with, or in the process of fulfilling this agreement, are expressly and solely owned by Provider to use in the reasonable course of business. Provider grants to Client a non-transferable, non-exclusive, royalty free license of work produced with and for Client for the specific purpose of maintaining a business website for Client. Any unauthorized use of the design, such as using the design for other purposes than those specified in this Agreement, will result in additional fees and/or royalty payments to Provider. Parties own their respective trademarks and intellectual property used in the normal and separate course of their business, and agree not to infringe upon or otherwise use each other’s respective intellectual property except for in the course of providing Client with its Services.
No term in this Agreement allows the transfer or assignment of any intellectual property rights from the Provider to the Client or from the Client to the Provider. The Provider owns 100% of the Services and Documentation included in this Agreement.
IP within Hosted Websites
Copyright: Provider owns the copyright in any and all designs it creates pursuant to federal copyright law (Title 17, Chapter 2, §201-02, of the United States Code.) Any and all designs produced in connection with, or in the process of fulfilling this agreement, are expressly and solely owned by Provider to use in the reasonable course of business. Provider grants to Client a non-transferable, non-exclusive, royalty free license of work produced with and for Client for the specific purpose of maintaining a business website for Client. Any unauthorized use of the design, such as using the design for other purposes than those specified in this Agreement, will result in additional fees and/or royalty payments to Provider. Parties own their respective trademarks and intellectual property used in the normal and separate course of their business, and agree not to infringe upon or otherwise use each other’s respective intellectual property except for in the course of providing Client with its Services.
No term in this Agreement allows the transfer or assignment of any intellectual property rights from the Provider to the Client or from the Client to the Provider. The Provider owns 100% of the Services and Documentation included in this Agreement.
IP Provided by Client
Client guarantees it owns all intellectual property it provides to Provider, such as text, images, artwork and designs, or Client guarantees it has permission to use any intellectual property it provides to Provider. Client agrees to indemnify and hold harmless Provider, and its subcontractors and assignees, from any intellectual property infringement claims regarding any and all materials Client provides to Provider.
Prohibited Use of Designs
Prohibited Uses of Designs: Some uses of Provider’s property are expressly prohibited in order to maintain the integrity and quality of Provider’s reputation and work.
Any resale of the designs through direct or indirect means, including, but not limited to: selling the designs as stock designs; selling or allowing use of the designs by a third party such as a corporation or advertiser.
Any illegal assignment of Provider’s work, such as allowing third party use of a design online or in print without attribution.
Any use of designs, personally or otherwise, which does not include attribution to Webbed Presence.
Client expressly agrees not to produce derivative works of Provider’s property, such as, but not limited to, designs of a design, scans into a computer, unauthorized design collages or other works that incorporate a substantial portion of Provider’s property in a way that distorts or denigrates the design’s high resolution.
Any use deemed unreasonable or defamatory, at the discretion of Provider.
Any retouched or further edits of designs that materially alters the composition of the design, such as by applying filters, changing the colors or other means of degradation, as determined by Provider.
Client will not purposefully try to hide or otherwise conceal attribution to Provider, such as by printing attribution in such small print or font that the source of the design is not readily apparent to the reasonable viewer.
Trademark Ownership
Any and all trademarks, whether registered or unregistered, remain the property of the contributing Party.
RELEASES AND LIMIT OF LIABILITY
Approvals: It is Client’s sole responsibility to make sure the design(s) are free of errors, such as spelling, informational or grammatical errors, prior to printing or publishing. Client is solely responsible for final approval of any and all designs before the Provider delivers the completed website. Client understands and agrees to accept responsibility for payment for any and all designs Client has approved. Provider shall send final designs to Client for Client’s approval via the Webbed Presence Client Portal and/or email. Client shall approve designs within four business days. Any designs that are not approved within this timeline are subject to a delay in printing or shipments.
Exclusivity: Client understands and agrees Client has hired Provider exclusive of any other service provider for the Services listed in this Agreement, and no other designers, other than any assistant or third party that Provider has hired to complete the Services, are permitted to provide the same Services, paid or unpaid, unless prior permission is granted by Provider.
Loss of Designs: In the rare event that any or all designs are lost through the fault of the Provider, such as damage to the computer or equipment, or stolen computer or equipment, Provider shall either re-create any work created within a reasonable amount of time, or refund Client the corresponding percentage of lost designs. For example, if 30% of the original designs are lost, Provider shall refund 30% of the Total Cost.
Maximum Damages: Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Provider.
Limit of Claim: If Client wishes to pursue legal action arising out of or related to this Agreement, the claim must be filed on or before the six-month anniversary of the completion of Services.
Indemnification: Client agrees to indemnify and hold harmless Provider, its related companies, parties, affiliates, agents, independent contractors, assigns, directors, employees, and officers from any and all claims, causes of action, damages, or other losses arising out of, or related to, the Services provided in this Agreement. Client agrees to either secure a reasonable amount of insurance coverage to pay for any claims, causes of action, damage, attorney fees, or other losses as a result of accident or negligence on behalf of the Parties to this Agreement, or if no insurance is secured, Client waives its right to directly or indirectly ask or force Provider to pay for any such damages.
Style Release: Client has spent a satisfactory amount of time reviewing Provider’s work and has a reasonable expectation that Provider’s Services will produce a reasonably similar outcome and result for Client. Provider will use reasonable efforts to ensure Client’s services are carried out in a style and manner consistent with Provider’s current portfolio and services, and Provider will try to incorporate any suggestions Client makes. However, Client understands and agrees that:
Every client and final delivery is different, with different tastes, budgets, and needs.
Design is a subjective service and Provider is a provider with a unique vision, with an ever-evolving style and technique.
Provider will use her personal judgment to create favorable results for Client, which may not include strict adherence to Client’s suggestions.
Dissatisfaction with Provider’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.
Proofs and Approval: Final proof(s) and/or website edits will be provided to client no later than 7 calendar days after the final revision is approved, explicitly or implicitly, by Client. Explicit Approval: Client must approve this final proof(s) and/or website edits no later than 7 calendar days from the date proof(s) are sent by Provider. Implicit Approval: If Client does not approve this final proof(s) within 7 calendar days from the date proof(s) are sent by Provider, and Client does not make prior alternative arrangements (such as letting Provider know Client will be unavailable to respond during this timeframe), Provider reserves the right to interpret this silence as approval.
Once proofs are approved, Client accepts full responsibility for any existing errors or defects and must pay Provider for additional edits, shipments or product if Client desires changes to be made after proofs are approved at the rate of $75.00 per hour.
Non-disparagement: The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any Parties to this Agreement.
Nothing in this Agreement will:
1. limit any liability for personal injury or death resulting from negligence;
2. put parties liable for any loss of business, contracts, or opportunities;
3. limit any liability for fraudulent misrepresentation;
4. put parties responsible for any loss of savings or profits;
5. limit any liabilities not allowed under related laws; or
6. prohibit any liabilities that may not be excluded under applicable law.
CANCELLATIONS OR RESCHEDULING
Webbed Presence PRO SaaS and/or Website Hosting Services
Either Party can terminate this Agreement by giving the other Party at least 28 days of written notice. If any Party breaches the contract terms, any Party can terminate the Agreement immediately. If either Party is dissolved, ceases conduct of all of its business, is unable to pay its debts, or becomes insolvent, the Agreement will be terminated.
Client's SaaS account and/or website and website data assets will be saved for 90 days after cancellation. After that time, the account and/or website and all data saved to the account and/or website will be deleted.
Within the 90-day period:
If there are Client data assets remaining on Webbed Presence Pro that Client has not previously downloaded and saved, there will be a fee to retrieve and deliver that information commensurate to the type and amount of data to be delivered.
Client will have a one-time option to restart their subscription during the first 90-day grace period with no penalty. For the second cancellation and beyond, if Client wishes to restart the subscription, Client will pay for the cancelled days.
After 90 days, Accounts cannot be recovered and if Client wishes to use the service, they will be treated as a new Client and be required to pay again for necessary SaaS Set-up Services.
Client may request in writing for Provider to delete the Account and all data assets at any point within the 90-day grace period. Provider will delete the Account and its data within 24 business hours of receiving the written request.
Project-Based Services & Other Subscriptions
Web Design and Development, CRM Automation Projects, Limited Digital Optimization Projects, Marketing Campaigns, etc.: Client Desires to Cancel or Reschedule: If Client desires to cancel Services of Provider for any reason at any time, then Client shall provide at least 28 days’ Notice to Provider in order to cancel this contract. Client may reschedule Services with at least 72 hours’ Notice. Upon cancellation, all outstanding fees are immediately due and payable to Provider. Providing Notice will not relieve Client of any currently outstanding payment obligations. Provider will not be obligated to refund any portion of monies Client has previously paid to Provider. It is within Provider’s discretion to issue a partial or full refund.
No-Show Client: If Client does not respond to any given communication or reasonable, material request from Provider within 21 days, it is within Provider’s discretion to charge a rescheduling fee of $500.00 and Provider’s delivery of any outstanding Services will be delayed by at least 30 days. If such activity occurs more than once, it is within Provider’s discretion to cancel this Agreement without further delivery of Services. At such a time, all outstanding fees will become immediately due and payable.
Force Majeure: Either Party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either Party that materially affects the performance of Services, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms, or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either Party such as a riot, disorder, nuclear leak or explosion, or act or threat of impending terrorism.
Failure to Perform Services: In the event Provider cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:
Immediately give Notice to Client via the Notice provisions detailed in this Agreement; and
Issue a refund or credit based on a reasonably accurate percentage of Services rendered or find a reasonable replacement; or
Excuse Client of any further performance and/or payment obligations in this Agreement.
Termination: When all outstanding balances and payments are received from Client, and Provider has fulfilled all its obligations and Services in this Agreement, the Agreement is completed. Any surviving provisions remain in full force and effect.
GENERAL PROVISIONS
Governing Law: The laws of Maryland govern all matters arising out of or relating to this Agreement, including torts.
No waiver: A breach in said Agreement shall not be waived except with the written consent of the Party not responsible for the violation.
Severability: If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each Party remain legal and enforceable.
Entire agreement: This Agreement includes the entire agreement between the Provider and the Client and replaces all past Agreements, understandings, and representations of the Parties, whether written or oral.
Notice: Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent: Email (Provider: [email protected]) and/or Letter (Provider: Webbed Presence / 109 S 6th Street / Denton, MD 21629).
Merger: This Agreement constitutes the final, exclusive agreement between the Parties relating to the Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.
Amendments: The Parties may amend this Agreement only by the Parties’ written consent via proper Notice.
Dispute Resolution: Any controversy or claim arising out of or relating to this contract, or the breach of this Agreement, will be settled by alternative dispute resolution (ADR) prior to a formal complaint. ADR includes arbitration or mediation administered by an authorized entity, such as the American Arbitration Association, in accordance with its Commercial [or other] Arbitration Rules. Any judgment on the award rendered by the arbitrator(s) or mediator(s) may be entered in any court having jurisdiction over this Agreement and related dispute resolution proceedings.
Headings: Headings and titles are provided in this Agreement for convenience only and will not be construed as part of these Terms.
Webbed Presence PRO SaaS
These Terms may be updated by us from time to time without notice to you.
Project-Based Services & Other Subscriptions
The Terms available at this url (https://webbedpresence.pro/wppro-terms) as of the Date of your signed Agreement are applicable until the Agreement is completed. Download the current version of these Terms here.
Published August 29, 2024
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