By using services provided by 852 Creative Marketing & Design, LLC, you agree to be legally bound and to abide by the Terms of Service, just as if you had signed this agreement. If you do not comply with the Terms of Service, we may terminate your right to access the service. We may update the terms in the future, and you will be able to find the most current version of this agreement at http://www.852cmd.com/terms-of-service.
The terms of any proposal from us shall be effective for 30 days after we send it to you. In the event the agreement is not executed (either proposal signed by you and/or initial or full payment received by us) by you within the time identified, the proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change, or substitution.
3. No Refund Policy
You must acknowledge the following with respect to all services provided by us:
- All sales are final.
- All payments are non-refundable.
- All fees, services, documents, recommendations, and reports are confidential.
- All payments must be made in US dollars.
4. Payment Terms
4.1 Web design and development: Fees to us are due and payable on the following schedule: 50% before work is begun, 50% must be made when you agree to the design according to the agreement and prior to development. Any remaining fee must pay before the site goes live. If the total amount of this agreement is less than $1,000.00, the total amount shall be paid before work is begun.
4.2 Final bill will be issued upon completion or if we completed the project and is awaiting final changes from the you for more than 14 days, the final payment will be due and issued. The final changes the you require will still be included in the final invoice/bill amount, but can be completed at the your leisure (up to 30 days). Larger projects (Over $10,000.00) can be divided into an initial payment, progress payments, and final payment. This fee does not include: the cost of domain registration, hosting set up fee, merchant account, secure online authorization or shopping cart.
4.3 You and 852 Creative Marketing & Design must work together to complete the project expeditiously. We agree to complete the project in 30 days or a deadline specified in the agreement after the you have submitted all necessary materials from date of initial payment of 50% of fees. Unless we are hired specifically for this purpose and it is stated in the agreed upon specifications, you are solely responsible for supplying logo, website content, images, videos in a file format that we specify. If you do not supply us with all necessary materials for the project within 30 days of the effective date of the agreement, the entire initial payment of the agreement shall become null and void, at our will.
4.4 Website work: Fees to us are due and payable in full amount before work begins on any live site.
4.5 Fees are subject to change based on the actual development, planning, and requirements of the service provided. While we will certainly make every effort to do so, we make no guarantees that we will meet every budget or timeline that we propose. If a situation arises where additional time is required or the proposed budget is exceeded by more than 10%, we will present you with a new estimate prior to commencement of additional work.
4.6 Invoices for monthly service contracts will be sent out electronically by email on or about the 20th of every month. Full payment of the invoice is due by the 1st of the month. If for any reason a payment is late, we may charge a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly and no services performed for that month until payment is made. If payment is not received by the 10th of the month, you will be in default of the contract and full payment of contract will be required before any further maintenance can be done or cancellation of contract may be performed. If we must resort to collections or legal action to collect fees or expenses after your default, you shall be responsible for all collection or legal fees.
4.7 If you, your employees or independent contractors other than us, attempts updating the your web pages, time to repair them will be assessed at the hourly rate of $100.00 USD (rates are subjected to change).
We reserve the right, and you agree, to assign subcontractors to insure that the terms of this agreement are met as well as on-time completion if necessary.
6. Intellectual Property Rights
You unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished that presents to us for inclusion in the any project are owned by you, or that you have permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend us and its subcontractors from any claim or suit arising from the use of such elements furnished by you.
7. Administrative/Backend Access
In order to provide our services, you agree to give us permission to the following:
- Administrative/backend access to the website.
- Make changes on your website and social media for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.
- Unlimited access to existing website traffic statistics for analysis and tracking purposes.
- Administrative/backend access to your social media profiles, Google Adwords and any other platforms needed.
- The use of your logos, trademarks, web site images, etc., for use in creating informational pages and any other uses as deemed necessary by us for search engine positioning and optimization.
8. Search Engine Optimization (SEO) & Social Media
We have 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. Your website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory. You acknowledge and agree the followings:
- Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, We do not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
- Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than 6 months. This is referred to as the “Google Sandbox”. We assume no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.
- Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, We will re-optimize the website/page based on the current policies of the search engine in question.
- Some search directories offer expedited listing services for a fee. If you wish to engage in said expedited listing services (e.g., paid directories), you are responsible for all paid for inclusion or expedited service fees.
- Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. We do not assume liability for the your choice to link to or obtain a link from any particular website without prior consultation.
- We have no control over the policies of social media platforms with respect to the type of content that they accept or exposure of their users now or in the future.
- If you, your employees or independent contracts other than us perform any SEO or Social Media work that leads to any damages or adversely affect SEO ranking or Social Media, time to repair or re-optimize does not include in the agreement. You will be billed at our hourly $100 USD (rates are subjected to change).
9. Web Hosting Agreement
9.1 Web hosting is billed 12 months from the date of sale. Regardless of the date the website goes live, hosting costs are incurred as soon as development starts. Server space is secured for the developing website and/or for your existing domain names.
9.2 Overages may apply if your use of the web hosting service exceeds your plan limits (e.g. exceeding the number of monthly visitors). Additionally, we may adjust the fees if there is a change to the configuration your sites or your use of the services (including changes to CPU or RAM consumption, cacheability, bandwidth, visitors, or transfer).
9.3 All web hosting agreement is auto renewed annually. An electronic invoice will be sent out by email 30 days prior to the renewal date to you. If you do not pay on time, we may suspend or terminate the service. In addition, Third Party Services may be forfeited. If the services are suspended because we do not receive payment, we will preserve your content in accordance with our normal backup processes and procedures for 7 days. After that, your content will be deleted completely.
10. Independent Parties
We are independent parties and nothing in this agreement shall constitute either party as the employer, principal, or partner of or joint venture with the other party. Neither you nor us have any authority to assume or create any obligation or liability, either express or implied, on behalf of the other. The parties expressly acknowledge that any agreement does not create an exclusive relationship between the parties.
11. Payment of Fees
Payments must be made promptly based on the terms of the agreement. If payment is not made by or on the due date, we may charge a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly. We reserve the right to remove web pages from viewing on the Internet until final payment is made. In case collection proves necessary, you agree to pay all fees (including all attorney’s fees and court costs) incurred by that process.
12. Contract Terms
All monthly services require a minimum of 6-month contract. If you desire to cancel this 6-month contract, you agree to pay 50% of the remaining months of service as a cancellation fee and must accompany a written notice 30 days prior to the next billing cycle (i.e. notice must be received August 1st to end the contract on September 1st). This cancellation notice should be emailed to firstname.lastname@example.org or postal letter sent to 852 Creative Marketing & Design, 1688 Meridian Avenue, Suite 700, Miami Beach, FL 33139.
Agreement (excluding the initial 6-month contract) may be terminated at any time for any reasons by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under the agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
13.1 In the event of termination, we shall be compensated for the services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by us and our subcontractors as of the date of termination, whichever is greater; and you shall pay all expenses, fees, out of pocket expenses, together with any additional costs incurred through and up to the date of cancellation.
13.2 In the event of termination by you and upon full payment of compensation received by us, we grant to you such right and title as provided for in the agreement with respect only to those final deliverables provided to, and accepted by you as of the date of termination.
14. Copyrights to Web Pages
The copyright of the design that we create remains our design copyright. You can use this site for the business or purpose we create it for and move it to any other server and modify the code in any way you like. You cannot, however, use our design for other sites by either selling the design or copying our code for another site external to the purpose we created the site for (copying the website for another business you own for example) unless this is previously agreed in writing. Our design notice must appear on the home page of your website. You can choose the position and font color (so long as it is legible). You can purchase full design copyright of the site, but this is not included in the web design and development fees.
15. Legal Notice
Notwithstanding anything to the contrary contained in the agreement, neither we nor any of our employees or subcontractors, warrant that the functions contained will be uninterrupted or error-free. The entire risk as to the quality and performance is with you. In no event will we be liable to you or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, you or the your site visitor’s computer or Internet software, even if we have been advised of the possibility of such damages.
16. Laws Affecting Electronic Commerce
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. you agree that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend us and its subcontractors from any claim, suit, penalty, tax, or tariff arising from your exercise of Internet electronic commerce.
17. Good Faith and Disputes
You and 852 Creative Marketing & Design agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this agreement through negotiation. Any disputes arising from this agreement will be litigated or arbitrated in Miami-Dade County, Florida. This Agreement shall be governed in accordance with the laws of the State of Florida, United States of America.