Professional Services Agreement
PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
This Professional Web Services Agreement (“Agreement”) is entered into by and between Precise Virtual Development, LLC and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of Precise Virtual Development’s Professional Web Services (“Service(s)”), and represents the entire agreement between you and Precise Virtual Development concerning the subject matter hereof.
The terms “we”, “us” or “our” shall refer to Precise Virtual Development. The terms “you” and “your” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits, except where specifically granted herein.
We may, in our sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not continue to use this Site or the Services. We may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your “client account” information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.
2. DESCRIPTION OF SERVICES
This Agreement applies to the design of websites and ecommerce sites, and post-launch changes to websites and ecommerce sites.
Purchase of a website design includes the design of a website using the parameters specific to your custom plan, and as described below:
Purchase of the logo design includes an initial interview (via online or by phone), presentation of up to 4 initial designs, and one (4) rounds of requested revisions to the selected design. Precise Virtual Development will charge a fee for additional designs/revisions requested by you. The amount of the fee will be communicated to you and is required to be paid prior to the start of work on additional revisions/designs.
- Rights in Logo Design: with regard to logo design only, and upon payment in full, you have ownership of the Logo Design provided to you for use in any manner you deem appropriate. You acknowledge that your ownership rights under this Agreement are limited to the final Logo Design provided to you by us and that no ownership interest in any trademarks or service marks contained in or made a part of the final Logo Design. Precise Virtual Development conveys and that we expressly reserve all right, title and interest in and to the same. Notwithstanding, we hereby grant you a worldwide, royalty-free, perpetual and irrevocable right and license to Precise Virtual Development Pre-Existing IP contained in or made part of your Logo Design for use as contemplated by this Agreement. You hereby grant us a royalty-free, perpetual, irrevocable, sub-licensable, non-exclusive, worldwide right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, communicate to the public, perform and display (in whole or in part), and/or incorporate in other works the Logo Design, in any form, media, or technology now known or later developed for promotional purposes of Precise Virtual Development and/or our logo design services.
- Disclaimers: You hereby acknowledge that we shall have no obligation or duty to perform trademark, service mark or copyright searches or inquiries, or the like, in order to validate the propriety or legality of the final Logo Design. Accordingly, you are encouraged to perform your own independent searches with regard to the Logo Design. Furthermore, you acknowledge that we shall have no responsibility or obligation of any kind to assist you in seeking state, federal, country or international intellectual property protection (i.e., without limitation, trademark or copyright registration) for the Logo Design, nor shall we be responsible to assist in any way in your attempt to procure or perfect such rights in the Logo Design. You understand that it is your obligation alone to copyright the logo design and/or seek trademark protection to the extent you deem appropriate and/or necessary.
Search Engines ultimately choose which rankings are assigned to websites. While our practices have historically given our customers high search rankings, no SEO provider including Precise Virtual Development can guarantee rankings on search engines. In order for SEO to be effective, Precise Virtual Development must have website credentials and access in order to make on-site changes. By agreeing to these Terms of Service, you are hereby granting permission to post on your behalf on your site, for SEO purposes.
SEO Services is a 12-month commitment billed monthly. You are expected to stay at the agreed upon price for 12 months. You can cancel SEO Services at any time and Precise Virtual Development will not bill you for future months. However, you will not be refunded the cost of the present or past months. When you cancel, you become responsible for maintaining any and all of the onsite or offsite optimizations previously done by SEO Services. If you cancel SEO Services within 48 hours of buying them, you can receive a full refund, including for the first month. After 48 hours, however, you will have to pay for the first month and will only be refunded for the time beyond that first month. If you elect to cancel, your data and stored information may be deleted such that it may not be capable of being restored. All images and text on the site will remain your property, but we will retain any rights and/or ownership of the files and code on the site as being proprietary to the website platform.
Virtual Webmaster Services – Managed Content Support
Managed Content Support is website maintenance that covers, text and image content changes, information formatting and/or file conversion for website use. This service provides upon request and/or at regular intervals:
– First line support for emergency notifications
– First line support for basic scripting/coding changes
– Add / remove videos, update calendars & events
– Creation of web page additions based on existing templates
– Graphic design for feature graphics for slider panels
– Photo gallery updates and management
– Online forms creation, file uploads and/or data extraction
– PDF creation and uploading
– Regular review and report of site traffic performance
– Security testing
– Consultation / advisement
– Video Encoding, streaming & management
Managed Content Support will be performed upon verified request from authorized client designee. Standard service level shall be within 24 hours of request at the designated contractual rate. For emergency and/or critical responses, updates will be performed within a 2-hour window (2hr- Service Level) and be calculated at an additional half hour interval. All services are tabulated, calculated and logged at 15-minute intervals.
Hours per month do not carry over from month-to-month. If your Website or e-commerce website requires more updates than what is included in your Virtual Webmaster plan, additional time may be billed at the default rate of $80 per hour.
Once we receive your request for updates and all necessary materials or content, we will complete the requested updates and re-publish your site without further review. The client is wholly responsible for the accuracy of the content and graphics it provides to us for publishing. The client warrants all provided content and graphics are either the property/copyright of client or has obtained written permission to publish on its website.
- Monthly Plans: Additional hours may be purchased and used in thirty (15) minute increments. Unused time will not carry over to future updates. Unused hours are non-refundable.
Precise Virtual Development offers content creation services such as; copywriting, photography, image acquisition services and videography which would be under a separate agreement. If the aforementioned services, as presented in the proposal, are not accepted then you are solely responsible for submitting the following: written content, images, service and/or product information and confirming the accuracy of this information before launch.
- Lead Page Design includes the choice of one (1) design template and up to three (3) rounds of revisions (not to include new content and/or features).
- Custom Website Design includes a full wire-frame of one (1) home page, up to four (4) interior site pages, including up to three (3) revisions and full color mock-up one (1) home page, up to four (4) interior site pages for client preview before any coding/scripting is done.
- Semi-Custom Website Design includes your choice of one (1) design template, up to four (4) site pages, three (3) content only revisions before your site is launched. (not to include new content and/or features)
You are solely responsible for providing your product descriptions, images, pricing, and other product information, and for confirming the accuracy of this information before launch. Excluding the initial design and basic setup included in your plan, you are solely responsible for all other e-commerce content, including configuration of tax collection methods, shipping methods, and payment methods.
- Semi-Custom Web Store Design includes your choice of one (1) design template, up to seven (7) site pages (homepage, four (4) interior pages, Terms of Service page, and Contact page), basic setup of your first ten (10) products or setup of your first five (5) products with options, one (1) revision before your site is launched. (not to include new content and/or features)
Custom Software Development
Precise Virtual Development services cover Installation Service, Template Integration and Custom Software Development. Since such services are non-tangible and non-returnable, we do not issue refunds once we start the work. Nevertheless, we assure you of the highest service quality and try to make every effort to meet your expectations.
If you conclude that our custom software development services do not meet your expectations, you may be eligible for full or partial refund dependent on the development progress status before the development is finished:
- 100% refund when the development has not started yet
- 50% refund when the development has been started but is finished in 50% or less of total development
- 25% refund when the development has been started but is finished in 75% or less of total development
We make no warranty as to its use, performance, or otherwise. To the maximum extent permitted by applicable law, we disclaim all other representations, warranties, and conditions, express or implied, statutory or otherwise, including, but not limited to, implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, and non-infringement. The entire risk arising out of use or performance of the software remains with you.
Your possession, installation, or use of the Custom Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Product(s) except as expressly set forth in this Agreement. All copies of the Product(s) made hereunder must contain the same proprietary notices that appear on and in the Product(s), including all copyright notices embedded in any design template which must remain unaltered from the original and visible at all times. Renting, sublicensing, assigning, leasing, loaning, reselling for profit, distributing, publishing, networking rights are not allowed. Every attempt of these must be agreed in writing by Precise Virtual Development.
3. YOUR OBLIGATIONS
Reasonable Requests. You agree that all requests will be reasonable in nature and within the scope of the Services purchased.
The Obligation to Maintain Subscription. All Services, including any free products or services included in your plan, must be associated with a specific website or web store at the time of purchase and are not transferable to other accounts, websites or web stores thereafter. Provision of all Services, including any free products or services included in your plan, is dependent upon your active subscription to the Services. Failure to maintain your account in good standing will result in termination of any outstanding or pending Services, including any free products or services included in your plan, without refund or credit. Recurring billing for your Services plan will begin on the date of purchase.
Provision and Timing of Design Services. After your initial purchase of a Website or Web Store Design plan, you will be required to (i) complete an interview form, and (ii) submit your content. Upon approval of all of your content, we will begin building your Website or Web Store.
Submission of Content. You are responsible for submitting all copy, images, and other content for your Design unless you approved content provided by the design team. All provided content should be copies and not the originals. You agree to respond to any request for content, feedback or approval within ten (10) business days. All content must be submitted electronically and we will not return any materials you provide. Arrangements may be made for the delivery of files that are too large to be transmitted electronically, but additional fees may apply and the quoted completion date may be extended. We may in our sole discretion, require you to re-submit images if we determine that the images are not of high enough quality. If you do not submit the content within ten (10) business days, we will reserve the right to rescope your project and deliverable date(s) including any additional costs and/or fees.
It is your responsibility to maintain independent back-up copies of any materials you submit. We expressly disclaim any liability or responsibility for any loss, damage or destruction of any content or materials you submit.
Automatic Hold. Within ten (10) days of receiving notice that your Website or Web Store is ready for review, you must either (i) provide us with your revisions, or (ii) notify us that you have no revisions. If you fail to take either such action within ten (10) days, your Website or Web Store design files will be placed on automatic hold and subject to a fee of no less than (ten) $10.00 per day and the rescheduling of your project and deliverable date(s). During a project hold we will back-up or archive your Design before delivery.
Completion of Service. The launch of your Design is an acknowledgment of your satisfaction with the Services provided to date and releases us from any obligation for further revisions or alterations. You also acknowledge and agree that once your Design is published, you will not be entitled to any credits or refunds for any reason including, but not limited to, dissatisfaction with your Design.
Privacy. We may provide administrative permissions, working on behalf of our customers, to various unidentified third-party service providers.
Our Right to Terminate Services. You understand and agree that Precise Virtual Development has the absolute right and power, in its sole discretion and without any liability to you whatsoever, to terminate your Service if:
- You fail to provide any other requested content, feedback or approval within thirty (30) days of our request. If we have commenced work on your Design (which means any commencement of the creative process), you may be eligible for a partial refund of fees, but you will be charged for the work completed to date, plus any automatic hold fees and/or cancellation fees.
User Content. It is solely your responsibility to ensure that any and all User Content provided to us to perform the Services on your behalf does not infringe or violate the intellectual property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and/or to ensure that you have acquired any authorization(s) necessary to use intellectual property (including, but not limited to, copyrights and trademarks) or other proprietary information of third parties therein included in the User Content. We shall have no liability and you agree to defend and indemnify us against any actual or alleged claim that any User Content provided by you infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.
Reasonable Expectations. We strive toward providing Services that meet your expectations. However, we do not guarantee expectations will be met if requests are unreasonable or unable to be completed within the scope of the Service.
Your Delay. Our completion of the Services depends upon your timely feedback and approval. We are not responsible for additional fees, time, or expenses incurred because of delays caused by your lack of or untimely response, feedback or approval, including your failure to initiate the design process.
Limits on Content. We reserve the right to refuse any direction to create a Design that exploits children, contains pornography or other tasteless images, contains copyrighted or trademarked materials of others or infringes on the intellectual property rights of another, harasses, defames or slanders another, encourages or promotes terrorism or other illegal activities, contains illegal content, or for any other reason that we, in our sole discretion, decide.
Websites. You acknowledge and agree that you shall not use the Services in a manner, as determined by us in our sole and absolute discretion:
- To display or advertise pornographic, X-rated, sexually explicit, adult-themed, or otherwise tasteless materials, images, products or services (including, but not limited to, clothing, accessories, novelties and toys and/or massage, dating, escort or prostitution services); or
- That uses pornographic, X-rated, sexually explicit or adult-themed keywords or images in video names, descriptions or listings.
Store product catalogs. Standard Store product setup is capped at 30 products unless by separate contractual agreement.
Limitations on Design Services. The following services are not included in any of the initial Design plans, but may be purchased separately as Updates: (i) any revisions beyond the revisions included in your applicable Design plan; (ii) photo manipulation services of more than 5 images, such as cutting the image out from the background, adding shadows, cleaning up the image from dust and scratches, making images a uniform size, and adjusting levels/brightness to match. The following photo manipulation services are not available, even as Updates: color correction or making a low-resolution image a higher resolution.
Migration To Another Hosting Platform. Custom programmed websites designed and developed by us are built on an integrated hosting platform, and as such, any attempt to migrate or otherwise transfer any such website to another hosting provider is a violation of this Agreement.
No Endorsement. We do not endorse any of the designs built using our Services, and expressly disclaim any and all liability or responsibility regarding the same.
Security of Account. You are responsible for maintaining the security of your account. You are also solely responsible for the activity that occurs on your account, whether authorized by you or not. You must keep your account information and passwords secure. We expressly disclaim any responsibility or liability for any unauthorized use of or access to your account.
Managed WordPress. We expressly disclaim any responsibility for liability due to the hacking of any websites on our platform.
Plug-ins/Add-ons. We are not responsible for the maintenance on any WordPress third-party add-ons or plug-ins added to your website during or after the initial build. Some feature functionality requests may require paid plug-ins that the customer must purchase, and require additional update minutes to install and set up. You are solely responsible for ensuring your add-ons or plug-ins remain current and are functional.
Hosting Outage. We are not responsible for any liabilities due to website outages arising from WordPress updates including; plugin installation, updates or conflicts. Theme installation, updates or conflicts, third-party software or software developed by Precise Virtual Development, not under a maintenance agreement.
5. OWNERSHIP OF CONTENT AND DESIGNS
By submitting content for your Design to us, you grant us an unrestricted license (i) to use the content for the purpose of creating your Design, and (ii) to display screenshots of your Design online, in marketing materials, or in any other manner we desire.
Except for the content provided by you, Designs created on your behalf by us belong to us, and all such Designs and copies are subject to copyright, trademark, patent, and other intellectual property laws of the United States and foreign countries. We grant you an unrestricted license to use the Design created for you so long as your Services subscription remains active and in good standing.
Cancellation of your Services subscription terminates your license to use the Design created for you.
You agree to prevent any unauthorized copying of your Design. Unless otherwise specifically provided in this Agreement, no right or license under any copyright, trademark, patent, or other intellectual property right or license is granted by this Agreement. We reserve all rights not expressly granted herein.
6. THIRD PARTY IMAGES AND SOFTWARE
Definitions and Scope. As part of the Services, you may be allowed to use certain (i) photographs, illustrations, or other images (“Images”) and/or (ii) software, widgets, add-ons, plug-ins, or other applications (“Software”) developed, owned, or licensed by third-party providers as we may contract with from time to time. If the Images/Software are accompanied by or require consent to a license agreement from the third-party provider, your use of the Images/Software is subject to the terms and conditions of such license agreement, which are in addition to (not in lieu of) the terms and conditions of this Agreement.
Terms and Conditions Applicable to all Images/Software. You acknowledge and agree that (i) the Images/Software have not been sold or distributed to you; (ii) you may use the Images/Software only as part of the Services; (iii) you may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Images/Software; and (iv) you may not modify, reverse-engineer, decompile, disassemble, reverse compile, create derivative works of or attempt to derive the source code from the Images/Software.
Termination. You are solely responsible for canceling your account by notifying your Precise Virtual Development by phone or via your own client account access.
Privacy. We may provide your personal information to third-party providers as required to provide the third-party Images/Software. We reserve the right to modify, change, or discontinue use of the Images/Software at any time, and you agree to cooperate in performing any steps necessary in connection therewith.
Limitations. We make no representations or warranties about any third-party Images/Software offered in connection with the Services, and expressly disclaims any liability or responsibility regarding the same.
Indemnification. You acknowledge and agree that you will protect, defend, indemnify and hold harmless us from and against any and all claims imposed upon or incurred by us directly or indirectly arising from your use or misuse of any third-party Images/Software. You acknowledge and agree that the providers of the third-party Images/Software are third-party beneficiaries to this Agreement for purposes of enforcing only their rights under this Agreement.
Additional Terms and Conditions Applicable to WordPress. You acknowledge and agree to WordPress’ Terms and Conditions of Use.
7. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this Agreement are for convenience and ease of reference only and shall not in any way be utilized to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
8. ENGLISH LANGUAGE CONTROLS
This Agreement, along with all policies and the applicable product agreements identified above and incorporated herein by reference (collectively, the “Agreement”), is executed in the English language. To the extent any translation is provided to you, it is provided for convenience purposes only, and in the event of any conflict between the English and translated version, where permitted by law, the English version will control and prevail. Where the translated version is required to be provided to you and is to be considered binding by law (i) both language versions shall have equal validity, (ii) each party acknowledges that it has reviewed both language versions and that they are substantially the same in all material respects, and (iii) in the event of any discrepancy between these two versions, the translated version may prevail, provided that the intent of the Parties has been fully taken into consideration.