PLEASE READ THIS AGREEMENT CAREFULLY. BY SIGNING THIS AGREEMENT BELOW OR CONTINUING USE OF SERVICES THROUGH GRAPHICALLY INNOVATIVE DESIGNS, YOU AGREE TO BE BOUND BY THE TERMS & CONDITIONS STATED BELOW. IF YOU DO NOT AGREE TO THE TERMS & CONDITIONS STATED BELOW, PLEASE DO NOT SIGN THIS AGREEMENT OR CONTINUE USE OF SERVICES THROUGH GRAPHICALLY INNOVATIVE DESIGNS. GRAPHICALLY INNOVATIVE DESIGNS RESERVES THE RIGHT TO CHANGE, MODIFY OR AMEND THESE TERMS AND CONDITIONS WITHOUT ANY NOTICE. THE POLICIES BELOW STAND FOR ALL CUSTOMERS UNLESS OTHERWISE SPECIFIED IN A WRITTEN AND SIGNED CONTRACT.
This Website Maintenance Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all monthly or yearly website maintenance services (hereinafter collectively referred to as “Maintenance Services”, “Plans”, or “Packages”) ordered by Client.
Term and Termination
This Agreement shall be effective as of the time frame Client signs up for Maintenance Services. This Agreement may be terminated by the Client under the following circumstances:
- Monthly maintenance plans may be cancelled no less than 10 days prior to the next billing date. No refunds will be issued for months services were rendered.
- Yearly maintenance plans must be cancelled within the first month of service, no less than 10 days prior to the next billing date, to be eligible for a partial refund. The fees for the remaining eleven months of the term will be refunded. If a yearly plan is terminated any time after the first month, no refund will be issued.
This Agreement may be terminated by either party a minimum of 10 day written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within ten (10) days of receipt of the notice. This Agreement may be terminated by Graphically Innovative Designs (i) immediately if Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate with Graphically Innovative Designs or hinders Graphically Innovative Designs’ ability to perform the Maintenance Services hereunder.
Graphically Innovative Designs agrees to provide Client with Maintenance Services as described in this Agreement. Please note that some of these services are to monitor your website so that you can make the necessary changes to act. Maintenance Services include:
- Upgrades to Client’s WordPress content management system, including plugins and themes.*
- Cloud backup of website on a daily, weekly, or monthly basis (if included in package purchased).
- Recovery of website files from backups.
- Uptime monitoring (if included in package purchased).*
- Brute Force Protection (if included in package purchased).*
- Scanning for malware and malicious code (if included in package purchased)
- Broken link checks (if included in package purchased)
- Multiple 404 detection (if included in package purchased)
- Bad bot blocking (if included in package purchased)
- Minor updates to text, images, and other changes to Client’s website pages. The amount of time dedicated towards these tasks each month is determined by the Maintenance Package.
*These are tasks that are done throughout the month and will be detailed in Client’s monthly report. Some items, such as updates, only occur when necessary and when Graphically Innovative Designs knows the update is a stable version and it is okay to proceed.
Maintenance Services do not include:
- Removal of malware, spam, and malicious code from Client’s website.
- Website redesign, re-alignment or re-development equaling more than 50% change to web page.
- Image editing, graphic design, graphic editing, and search engine optimization.
Fees; Limitations on Refunds and Cancellation Fees
Client agrees to pay Graphically Innovative Designs all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any Maintenance Services. The Client further agrees that, in the event of any termination of this agreement by Client, no refunds shall be given under any circumstances whatsoever. The Client further agrees to pay upon cancellation any other amounts due to Graphically Innovative Designs for work provided at client’s request above and beyond the monthly allotted time.
Client understands, acknowledges, and agrees that:
- They are to provide Graphically Innovative Designs with access to its website and hosting account for the purpose of providing Maintenance Services.
- All work for monthly maintenance tasks will be scheduled according to Graphically Innovative Designs’ workflow. Graphically Innovative Designs has a process and maintain sites for many clients, therefore all website updates work that counts towards Client’s monthly time allotment is done on a first come first serve basis, except in the case of a total website down issue, which would be considered an “emergency.”
- Unused content update time does not transfer from month to month.
- CMS design, integration of plugins that require intensive configuration, or programming of things that require extensive time to set up, including but not limited to blogs, shopping carts, API integrations with third party services, and web forums are not considered “minor” changes and therefore are not included in the Maintenance Agreement. These require a separate design or development agreement.
- Maintenance Agreement does not include training on how to use Client’s website, WordPress, email, search engine optimization (SEO) or other online digital marketing.
- Graphically Innovative Designs has no control over Client’s hosting company regarding server downtime, incompatibilities with software, PHP compatibility issues, etc.
- Graphically Innovative Designs is not responsible for rewriting Client’s content or checking for typos, etc.
- During the duration of this agreement, the Client agrees that Graphically Innovative Designs will be the sole provider of maintenance services for the website. If a party, including the Client, other than Graphically Innovative Designs makes changes to the web site, any errors that are created must be repaired and will be charged for at the hourly rate specified above.
- Graphically Innovative Designs is not responsible for third-party plugins that may become unusable as a result of Maintenance Services performed.
- Graphically Innovative Designs will not repair Client’s website that becomes compromised, hacked, or otherwise defaced or infected.
- Recovery or repair of Client’s website is not guaranteed. Availability of backups is not guaranteed.
Client makes the following representations and warranties for the benefit of Graphically Innovative Designs:
- Client guarantees to Graphically Innovative Designs and unconditionally guarantees that Client’s website has not been compromised, hacked, defaced, or infected prior to ordering Maintenance Services.
- Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Graphically Innovative Designs for inclusion on the Client’s website are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Graphically Innovative Designs and its subcontractors from any liability or suit arising from the use of such elements.
- From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Graphically Innovative Designs and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.
Additional services not listed herein, or extra hours needed for website updates will be provided for a fee of $45 per hour. Clients who need SEO work done must sign up for an SEO Package.
Limitations to Size and Number of Data Backups
Graphically Innovative Designs only backs up your WordPress Files, WordPress directories, and the WordPress Database. Files or directories that are not part of the WordPress installation will not be backed up. Graphically Innovative Designs stores the number of backup files allowed according to the purchased maintenance plan. Backups are stored on Graphically Innovative Designs’ Dropbox. A typical WordPress business Website is less than 1 GB. The total space consumed by the client’s WordPress files and database file must be less than 1GB. If the website’s backup exceeds 1GB, then Client must acquire their own cloud storage or pay Graphically Innovative Designs for extra storage space. If Client’s website is larger than 1GB, Graphically Innovative Designs will be glad to accommodate the Client’s needs by charging an additional fee for each extra 1 GB of data. Graphically Innovative Designs will inform Client of that fee at the time that the client exceeds the limit.
This indemnity obligation will survive the termination or expiration of the Client’s account and this Agreement. Client shall indemnify and hold harmless Graphically Innovative Designs (and its subsidiaries, affiliates, other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Graphically Innovative Designs as a result of any claim, judgment, or adjudication against Graphically Innovative Designs related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Graphically Innovative Designs (the “Client Content”), or (b) a claim that Graphically Innovative Designs’ use of the Client Content infringes the intellectual property rights of a third party.
Force Majeure; Calamity Clause
Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
Relationship of Parties
Graphically Innovative Designs, in rendering services under this Agreement, shall be deemed an independent contractor. Graphically Innovative Designs has the right to assign subcontractors as needed to ensure on-time completion.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
Disclaimer of All Other Warranties
GRAPHICALLY INNOVATIVE DESIGNS DOES NOT WARRANT THAT THE MAINTENANCE SERVICES WILL MEET THE CLIENT’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CLIENT. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, GRAPHICALLY INNOVATIVE DESIGNS PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND.
IN NO EVENT SHALL GRAPHICALLY INNOVATIVE DESIGNS BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. GRAPHICALLY INNOVATIVE DESIGNS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD-PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
As the WordPress software is NOT created by Graphically Innovative Designs, nor is the hosting account infrastructure, Graphically Innovative Designs cannot be held responsible for security flaws and infections. As no software or server is 100% safe from security breach, Graphically Innovative Designs cannot be held accountable for all security breaches should they occur. Further, Graphically Innovative Designs are NOT held accountable for patching any software that has been installed to the site without our knowledge.
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. Both parties agree not to use or make each other’s Proprietary or Confidential Information available in any form to any third party other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party.
Read and Understood
By purchasing a Maintenance Package, Client acknowledges that they have read and understand this Agreement and agree to be bound by its terms and conditions.
Last Updated: July 18, 2020