Infront Webworks Terms and Conditions
The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust.
Copyrights and Trademarks
Use of photo/graphics programs, web site shopping cart programs, and web site development, Database and programs utilized by INFRONT WEBWORKS in creating the Web Application Project under this Agreement, but not owned by INFRONT WEBWORKS, is limited to the INFRONT WEBWORKS CORPORATION’s use only; the products themselves remain the property of their respective owners. CLIENT acknowledges that INFRONT WEBWORKS owns or holds a license to use various preexisting development tools, routines, subroutines, techniques and other programs, data and materials that INFRONT WEBWORKS may include in the Web Application Project developed under this Agreement. INFRONT WEBWORKS (a) shall retain all right, title and interest, including all copyright, patent rights and trade secret rights in the Background Technology, and (b) hereby grants to CLIENT, to the extent it is legally able to do so, a nonexclusive, perpetual, worldwide license to use the Background Technology in the Web Application Project developed for and delivered to CLIENT under this Agreement. Such license is transferable as part of any sale, assignment, or other transfer of the entire Web Application Project being delivered by INFRONT WEBWORKS pursuant to this Agreement. CLIENT shall not grant to any other person any licenses to use any Background Technology unique to this Web Application Project without INFRONT WEBWORKS’s written consent.
INFRONT WEBWORKS represents and warrants to CLIENT that (i) INFRONT WEBWORKS has full right and every lawful power and authority, without the consent of any other party, to create the Web Application Project and to transfer title to the same to CLIENT and to grant the licenses in the Background Technology as contemplated by this section, and (ii) except to the extent of any matter for which CLIENT is providing to INFRONT WEBWORKS a representation, Web Application Project does not and shall not infringe the rights of any other party, except for such rights as are covered by licenses granted to CLIENT. INFRONT WEBWORKS shall indemnify, defend, and hold CLIENT free and harmless from and against all claims, costs, damages, and expenses arising from or relating to any breach of the foregoing representation or warranty.
Marketing Terms & Conditions
The marketing descriptions in this agreement explain the good faith efforts that will be executed on behalf of the client by Infront Webworks' internet marketing specialists. We are committed to employing and adhering to the highest standards and "best practices" in the online marketing community. While we have an outstanding track record of success, Infront Webworks cannot guarantee that the use of our internet marketing services will result in increased revenue generation, lead volume, or customer acquisition. INFRONT WEBWORKS cannot guarantee the ranking position of any URL submission to Search Engines.
All marketing and SEO services require prepayment monthly. Unless otherwise stated marketing services require a 3-month initial commitment, and then services will be conducted on a month to month basis. After the initial 3-month commitment services may be cancelled at any time with 30 days advance written notice. If the client chooses an annual contract, then the contract is for a period of 12 months and can be canceled with 30 days’ notice once the 12 month commitment has been completed. In an effort to keep program costs as low as possible programs are by default auto billed on a credit card. All click charges for Search Engine Pay-per-click services will be paid directly to the Search Engines with your credit card.
Domain Names, Cloud Services & Search Engines
In the event that INFRONT WEBWORKS coordinates domain name registration for CLIENT, upon confirmation of registration of the Domain Name with third party REGISTRAR, INFRONT WEBWORKS will provide REGISTRAR’S confirmation documentation. INFRONT WEBWORKS does not warrant registration of Domain Names. All Infront Website Hosting & Cloud Services are provided under the following terms and conditions located at (http://www.infront.com/terms/) In the event that INFRONT WEBWORKS coordinates and/or recommends web site hosting services, other companies will provide these services. INFRONT WEBWORKS shall not be liable to CLIENT or any of its customers for any claims or losses or damages of any and every nature, resulting from inability to register domain names, the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, failed servers, non-deliveries, or service interruptions whether or not caused by the fault or negligence of INFRONT WEBWORKS. INFRONT WEBWORKS cannot guarantee the ranking position of any URL submission to Search Engines.
Web Browser, Monitor Resolution Default
CLIENT understands and agrees that all web site pages will be designed for the largest online viewing audience and that the best possible measures will be taken to support the current browser types and versions at the time of development. If the client requires specific browser or mobile device compatibility they should be provided to INFRONT WEBWORKS in writing and signed by both parties BEFORE web site production has begun to ensure the best overall approach for cross browser and device compatibility.
Content
Copyrighting and/or copy-editing are not considered as part of the design process and are billed in addition to the agreed-upon design fees. CLIENT is encouraged to write copy for any and all web site pages and other online promotional pieces. In the event that CLIENT decides to write copy for the CLIENT web site, all text will be provided to INFRONT WEBWORKS in “Microsoft Word” format and spell checked, for incorporation into the HTML coding of the CLIENT web site. All photos/graphics, database and editorial content will be provided on CDs, via FTP, email or online file transfer services. Any approved for and purchased image licensing fees incurred by INFRONT WEBWORKS will be billed to client at an additional cost.
No Warranty
The developer content furnished under this agreement is provided on an "as is" basis, without any warranties or representations expressed, implied, or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability, or fitness for a particular purpose. Nor are there any warranties created by a course of dealing, course of performance, or trade usage. INFRONT WEBWORKS does not warrant that the operation of the site will be continual, uninterrupted, or error free.
Costs & Estimates
All cost estimates & statements of work are based on a good faith understanding of your website development & online marketing needs. If additional out-of-scope work or functions are needed; there will be additional costs. We will always ask for email or signed approval before beginning any additional billable work.
Payment of Fees
CLIENT agrees to pay total fees based on the agreed upon timeline and payment schedule determined at project kickoff.
Late Payment of Fees
Payment is due and payable upon presentation of an invoice and with accordance of any agreed upon payment schedule. Delinquent bills will be assessed a $50 charge if payment is not received within 30 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 3% penalty will be added for each month of delinquency. The grant of right to any finished development work, license or right of copyright is conditioned on receipt of full payment. In case collection proves necessary, the CLIENT agrees to pay all fees incurred by INFRONT WEBWORKS in that process. INFRONT WEBWORKS may discontinue or suspend service to CLIENT until payment is made. This Agreement becomes effective only when signed by INFRONT WEBWORKS. Regardless of the place of signing of this Agreement, CLIENT agrees that for purposes of venue, this contract was entered into in Colorado Springs, Colorado, and any dispute will be litigated, arbitrated, or mediated in Colorado Springs, Colorado.
Limitation of Liability
In no event shall INFRONT WEBWORKS, our employees, consultants, officers or directors be liable for any indirect, consequential, incidental, special, punitive or exemplary damages, or for any loss of profits or revenue, regardless of whether we know or should have known of the possibility of such damages, and in no event shall our total cumulative liability, including attorney’s fees, under this agreement exceed the fees paid to INFRONT WEBWORKS.
Non-Solicitation
CLIENT and INFRONT WEBWORKS agree that, during the term of this Agreement and for a period of one [1] year after all Infront Webworks services have ceased, neither will solicit the employment or services of, nor negotiate employment with, nor retain the independent contractor services of persons either presently employed or who within the past year have been employed by the other, without the other party’s prior written consent.
Mediation
If any dispute arises under this Agreement and the amount in controversy exceeds $5,000.00, then such dispute shall be submitted to non-binding mediation in Colorado Springs, Colorado. CLIENT and INFRONT WEBWORKS will each select a mediator. The two so selected mediators shall select a third mediator, and that third mediator shall hear and determine the controversy and render his or her decision. If any action or proceeding is commenced to construe this Agreement or to enforce the rights and duties created hereunder, then the party prevailing in that action or proceeding shall be entitled to recover its costs and fees in that action, as well as the costs and fees of appealing and enforcing any judgment entered therein.
Termination
Either party may cancel this contract. If CLIENT cancels contract, fees paid to date are non-refundable. If either party breaches its obligations under this contract, and such breach is not cured within thirty (30) days following the date on which the other party (the “non-breaching party”) delivers to the breaching party written notice specifying the breach, then at the election of the non-breaching party this Agreement shall terminate at the expiration of that 30-day period. Such election shall be made by the non-breaching party’s delivering to the breaching party, within five (5) days after the end of that 30-day period, written notice of termination. Notwithstanding any termination hereunder, (a) CLIENT shall remain liable to pay INFRONT WEBWORKS the costs and fees that have accrued under this Agreement prior to the effective date of termination, and (b) all rights and duties of the parties shall survive the termination of this Agreement.
Association Rights
CLIENT authorizes INFRONT WEBWORKS to use CLIENT’s name, web site, web site logos and CLIENT testimonials for any and all advertising and promotional purposes in INFRONT WEBWORKS’ brochures, newspapers and magazine advertisements, and on INFRONT WEBWORKS’ web site as part of a design portfolio presentation.
Miscellany
This Agreement and any supporting proposals, statements of work and/or work requests constitute the entire understanding between the parties. This Agreement applies to all current & future projects or work requests including email or verbal requests for work. Only an instrument in writing signed by both parties can modify the terms of this agreement. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. It is intended that each paragraph of this Agreement shall be viewed as separate and divisible, and in the event that any paragraph shall be held to be invalid, the remaining paragraphs shall continue to be in full force and effect. This Agreement shall be binding on, and inure to the benefit of, the parties’ heirs, successors, assigns, and personal representatives. This Agreement shall be governed by the laws of the State of Colorado.
Scheduling
This section outlines the terms and conditions regarding the scheduling of your project for production. Exact milestones & due dates will be agreed upon in a statement of work, proposal or at your kickoff meeting. After loss of contact with the client these are the following events that will transpire.
10 Days-No contact from the client - the project will be pulled off the production schedule and a new timeline and schedule will need to be established.
20 Days-No contact from the client - the client’s account will incur a $495.00 reinstatement fee. As this covers time and materials needed to reschedule other projects once your project is back in the queue.
30 Days – No contact from the client - the contract will become void. If the client should become unresponsive for this length of time, the client forfeits the agreement, and is considered in breach. At this time, Infront Webworks, has the choice to terminate the contract.
Copyrights and Trademarks
Use of photo/graphics programs, web site shopping cart programs, and web site development, Database and programs utilized by INFRONT WEBWORKS in creating the Web Application Project under this Agreement, but not owned by INFRONT WEBWORKS, is limited to the INFRONT WEBWORKS CORPORATION’s use only; the products themselves remain the property of their respective owners. CLIENT acknowledges that INFRONT WEBWORKS owns or holds a license to use various preexisting development tools, routines, subroutines, techniques and other programs, data and materials that INFRONT WEBWORKS may include in the Web Application Project developed under this Agreement. INFRONT WEBWORKS (a) shall retain all right, title and interest, including all copyright, patent rights and trade secret rights in the Background Technology, and (b) hereby grants to CLIENT, to the extent it is legally able to do so, a nonexclusive, perpetual, worldwide license to use the Background Technology in the Web Application Project developed for and delivered to CLIENT under this Agreement. Such license is transferable as part of any sale, assignment, or other transfer of the entire Web Application Project being delivered by INFRONT WEBWORKS pursuant to this Agreement. CLIENT shall not grant to any other person any licenses to use any Background Technology unique to this Web Application Project without INFRONT WEBWORKS’s written consent.
INFRONT WEBWORKS represents and warrants to CLIENT that (i) INFRONT WEBWORKS has full right and every lawful power and authority, without the consent of any other party, to create the Web Application Project and to transfer title to the same to CLIENT and to grant the licenses in the Background Technology as contemplated by this section, and (ii) except to the extent of any matter for which CLIENT is providing to INFRONT WEBWORKS a representation, Web Application Project does not and shall not infringe the rights of any other party, except for such rights as are covered by licenses granted to CLIENT. INFRONT WEBWORKS shall indemnify, defend, and hold CLIENT free and harmless from and against all claims, costs, damages, and expenses arising from or relating to any breach of the foregoing representation or warranty.
Marketing Terms & Conditions
The marketing descriptions in this agreement explain the good faith efforts that will be executed on behalf of the client by Infront Webworks' internet marketing specialists. We are committed to employing and adhering to the highest standards and "best practices" in the online marketing community. While we have an outstanding track record of success, Infront Webworks cannot guarantee that the use of our internet marketing services will result in increased revenue generation, lead volume, or customer acquisition. INFRONT WEBWORKS cannot guarantee the ranking position of any URL submission to Search Engines.
All marketing and SEO services require prepayment monthly. Unless otherwise stated marketing services require a 3-month initial commitment, and then services will be conducted on a month to month basis. After the initial 3-month commitment services may be cancelled at any time with 30 days advance written notice. If the client chooses an annual contract, then the contract is for a period of 12 months and can be canceled with 30 days’ notice once the 12 month commitment has been completed. In an effort to keep program costs as low as possible programs are by default auto billed on a credit card. All click charges for Search Engine Pay-per-click services will be paid directly to the Search Engines with your credit card.
Domain Names, Cloud Services & Search Engines
In the event that INFRONT WEBWORKS coordinates domain name registration for CLIENT, upon confirmation of registration of the Domain Name with third party REGISTRAR, INFRONT WEBWORKS will provide REGISTRAR’S confirmation documentation. INFRONT WEBWORKS does not warrant registration of Domain Names. All Infront Website Hosting & Cloud Services are provided under the following terms and conditions located at (http://www.infront.com/terms/) In the event that INFRONT WEBWORKS coordinates and/or recommends web site hosting services, other companies will provide these services. INFRONT WEBWORKS shall not be liable to CLIENT or any of its customers for any claims or losses or damages of any and every nature, resulting from inability to register domain names, the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, failed servers, non-deliveries, or service interruptions whether or not caused by the fault or negligence of INFRONT WEBWORKS. INFRONT WEBWORKS cannot guarantee the ranking position of any URL submission to Search Engines.
Web Browser, Monitor Resolution Default
CLIENT understands and agrees that all web site pages will be designed for the largest online viewing audience and that the best possible measures will be taken to support the current browser types and versions at the time of development. If the client requires specific browser or mobile device compatibility they should be provided to INFRONT WEBWORKS in writing and signed by both parties BEFORE web site production has begun to ensure the best overall approach for cross browser and device compatibility.
Content
Copyrighting and/or copy-editing are not considered as part of the design process and are billed in addition to the agreed-upon design fees. CLIENT is encouraged to write copy for any and all web site pages and other online promotional pieces. In the event that CLIENT decides to write copy for the CLIENT web site, all text will be provided to INFRONT WEBWORKS in “Microsoft Word” format and spell checked, for incorporation into the HTML coding of the CLIENT web site. All photos/graphics, database and editorial content will be provided on CDs, via FTP, email or online file transfer services. Any approved for and purchased image licensing fees incurred by INFRONT WEBWORKS will be billed to client at an additional cost.
No Warranty
The developer content furnished under this agreement is provided on an "as is" basis, without any warranties or representations expressed, implied, or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability, or fitness for a particular purpose. Nor are there any warranties created by a course of dealing, course of performance, or trade usage. INFRONT WEBWORKS does not warrant that the operation of the site will be continual, uninterrupted, or error free.
Costs & Estimates
All cost estimates & statements of work are based on a good faith understanding of your website development & online marketing needs. If additional out-of-scope work or functions are needed; there will be additional costs. We will always ask for email or signed approval before beginning any additional billable work.
Payment of Fees
CLIENT agrees to pay total fees based on the agreed upon timeline and payment schedule determined at project kickoff.
Late Payment of Fees
Payment is due and payable upon presentation of an invoice and with accordance of any agreed upon payment schedule. Delinquent bills will be assessed a $50 charge if payment is not received within 30 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 3% penalty will be added for each month of delinquency. The grant of right to any finished development work, license or right of copyright is conditioned on receipt of full payment. In case collection proves necessary, the CLIENT agrees to pay all fees incurred by INFRONT WEBWORKS in that process. INFRONT WEBWORKS may discontinue or suspend service to CLIENT until payment is made. This Agreement becomes effective only when signed by INFRONT WEBWORKS. Regardless of the place of signing of this Agreement, CLIENT agrees that for purposes of venue, this contract was entered into in Colorado Springs, Colorado, and any dispute will be litigated, arbitrated, or mediated in Colorado Springs, Colorado.
Limitation of Liability
In no event shall INFRONT WEBWORKS, our employees, consultants, officers or directors be liable for any indirect, consequential, incidental, special, punitive or exemplary damages, or for any loss of profits or revenue, regardless of whether we know or should have known of the possibility of such damages, and in no event shall our total cumulative liability, including attorney’s fees, under this agreement exceed the fees paid to INFRONT WEBWORKS.
Non-Solicitation
CLIENT and INFRONT WEBWORKS agree that, during the term of this Agreement and for a period of one [1] year after all Infront Webworks services have ceased, neither will solicit the employment or services of, nor negotiate employment with, nor retain the independent contractor services of persons either presently employed or who within the past year have been employed by the other, without the other party’s prior written consent.
Mediation
If any dispute arises under this Agreement and the amount in controversy exceeds $5,000.00, then such dispute shall be submitted to non-binding mediation in Colorado Springs, Colorado. CLIENT and INFRONT WEBWORKS will each select a mediator. The two so selected mediators shall select a third mediator, and that third mediator shall hear and determine the controversy and render his or her decision. If any action or proceeding is commenced to construe this Agreement or to enforce the rights and duties created hereunder, then the party prevailing in that action or proceeding shall be entitled to recover its costs and fees in that action, as well as the costs and fees of appealing and enforcing any judgment entered therein.
Termination
Either party may cancel this contract. If CLIENT cancels contract, fees paid to date are non-refundable. If either party breaches its obligations under this contract, and such breach is not cured within thirty (30) days following the date on which the other party (the “non-breaching party”) delivers to the breaching party written notice specifying the breach, then at the election of the non-breaching party this Agreement shall terminate at the expiration of that 30-day period. Such election shall be made by the non-breaching party’s delivering to the breaching party, within five (5) days after the end of that 30-day period, written notice of termination. Notwithstanding any termination hereunder, (a) CLIENT shall remain liable to pay INFRONT WEBWORKS the costs and fees that have accrued under this Agreement prior to the effective date of termination, and (b) all rights and duties of the parties shall survive the termination of this Agreement.
Association Rights
CLIENT authorizes INFRONT WEBWORKS to use CLIENT’s name, web site, web site logos and CLIENT testimonials for any and all advertising and promotional purposes in INFRONT WEBWORKS’ brochures, newspapers and magazine advertisements, and on INFRONT WEBWORKS’ web site as part of a design portfolio presentation.
Miscellany
This Agreement and any supporting proposals, statements of work and/or work requests constitute the entire understanding between the parties. This Agreement applies to all current & future projects or work requests including email or verbal requests for work. Only an instrument in writing signed by both parties can modify the terms of this agreement. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. It is intended that each paragraph of this Agreement shall be viewed as separate and divisible, and in the event that any paragraph shall be held to be invalid, the remaining paragraphs shall continue to be in full force and effect. This Agreement shall be binding on, and inure to the benefit of, the parties’ heirs, successors, assigns, and personal representatives. This Agreement shall be governed by the laws of the State of Colorado.
Scheduling
This section outlines the terms and conditions regarding the scheduling of your project for production. Exact milestones & due dates will be agreed upon in a statement of work, proposal or at your kickoff meeting. After loss of contact with the client these are the following events that will transpire.
10 Days-No contact from the client - the project will be pulled off the production schedule and a new timeline and schedule will need to be established.
20 Days-No contact from the client - the client’s account will incur a $495.00 reinstatement fee. As this covers time and materials needed to reschedule other projects once your project is back in the queue.
30 Days – No contact from the client - the contract will become void. If the client should become unresponsive for this length of time, the client forfeits the agreement, and is considered in breach. At this time, Infront Webworks, has the choice to terminate the contract.