-Membership Terms & Conditions
-Marketing Services Terms & Conditions
MEMBERSHIP TERMS & CONDITIONS:
This User Agreement ("Agreement") is a contract between you and Actor Gateway, and applies to your use of the ActorGateway.com website and any related products and services available through www.actorgateway.com (collectively the "Service"). You signify your acceptance of these terms and conditions of service by clicking the "Accept" button during signup, and continuing to access or use this Site, or any service available on this Site. If you do not agree to be bound by the terms and conditions of this Agreement, please do not use or access our Services or the www.actorgateway.com web site (the "Site").
You must read, agree with, and accept all of the terms and conditions contained in this Agreement and the Privacy Policy which is also posted on the Site, which include those terms and conditions expressly set out below and those incorporated by reference, before you may register with Actor Gateway. We strongly recommend that, as you read this Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a Actor Gateway user. Please note: underlined words and phrases are links to these pages and websites. By accepting this Agreement, you also agree that your use of other Actor Gateway websites and Services will be governed by the terms and conditions posted on those websites.
As a condition of your use of the Service, you further represent and agree that: (i) you have the power and authority to enter into this Agreement; (ii) you are at least eighteen (18) years old; (iii) you will comply with all US law regarding the transmission of any data obtained from the Service in accordance with this Agreement; (iv) you will not use the Service for illegal or fraudulent purposes, or in any manner inconsistent with this Agreement; (v) you will not interfere or disrupt networks connected to the Service; (vi) you will true, accurate, current and complete information in the registration form (the "User Information"); (vii) you will promptly update any changes to your User Information. Failure to meet any of the foregoing conditions shall result in the suspension or termination of your account, as determined in Actor Gateway's sole and absolute discretion.
For additional information about the Service and how it works, please also consult the "Features" section of the Site.
We may amend this Agreement at any time by posting the amended terms on our Site. Except as stated below, all amended terms shall be effective immediately when they are posted on our Site and your continued use of this Site shall constitute an acceptance of all additional terms and conditions or modifications to this Agreement. Accordingly, please continue to review these terms and conditions of service whenever accessing or using this Site. If, at any time, you do not wish to accept the terms and conditions of service, do not use the Site. Changes will be posted at the top of this page.
In this Agreement, "you" or "your" means any person or entity using the Service ("Users"). Unless otherwise stated, "Actor Gateway," "we" or "our" will refer collectively to ActorGateway.com, Inc. and its subsidiaries, subcontractors and affiliates. Unless otherwise specified, all references to a "bank" in this Agreement include savings associations, financial institutions and credit unions, and all references to a "credit card" include Visa- and MasterCard-branded credit and debit cards.
This Agreement was last modified on February 8, 2008.
In order to use the Service, you must register for an account. Our Services are only available to individuals that can form legally binding contracts under applicable law. Without limiting the foregoing, our Service is not available to minors (under 18), persons who are suspended from our Service, or to persons who present an unacceptable level of credit risk.
1. Description of Actor Gateway's Services.
Actor Gateway currently provides access to an Internet-based career management tool for actors, which includes tools to track contacts, schedules, auditions & jobs, income & expenses, industry resources, and more. Unless explicitly stated otherwise, any new features, which enhance or augment Actor Gateway's current service offering shall be subject to the terms and conditions of service, and Actor Gateway may charge additional amounts for any premium services to which you agree to enroll. In order to use the Service, you will need to have access to the Site via the Internet.
2. Fees and Payments.
To use this Service, you agree that Actor Gateway shall be entitled to charge you a recurring fee based on the term length you select at signup. Actor Gateway reserves the right at any time to: (a) charge and/or increase the Fees for the Services, and/or (b) impose additional Fees for accessing some of the current Services as a premium service. In no event will you be charged for access to portions of the Service for prior to Actor Gateway's increase.
Note that you may be subject to additional increases in charges for your next use of the Service and you are advised to check the current rates set forth in this Agreement or Policy Updates, which may be change, at any time in Actor Gateway's discretion, and without notice to you other than as set forth in this Agreement.
3. Trial Periods.
In the event you are offered a free trial, you must still provide all billing information during signup, and your credit card may be pre-authorized up to the recurring fee of the plan and term you have selected. You will be charged once the trial period has expired. If you wish to cancel the service without being billed, you must do so at least 48 hours prior to your trial period expiring. Failure to do so will result in your credit card being billed for the next term of service and your membership extended for your selected term length, after which time your account will be cancelled. Actor Gateway reserves the right to limit access to certain features during the trial period.
4. Refunds and Credits.
Membership fees are billed in advance for the following term, and are non-refundable. In the event that special circumstances exist and a refund or credit is given, it will be issued in the same manner that it was originally paid. A credit or refund will never exceed the amount originally paid by the Member.
5. Service Cancellation.
Either you or Actor Gateway may cancel use of the Service with or without cause at any time. You may cancel the Service by clicking on the "My Account" button after logging in, and click on "Cancel My Membership". Cancellations must be received at least 48 hours prior to your next bill date. Failure to do so will result in your credit card being billed for the next term of service and your membership extended for your selected term length, after which time your account will be cancelled. Actor Gateway may terminate the Service immediately without notice if you, in Actor Gateway's sole discretion, fail to comply with any provision of this Agreement. Sections 7, 8, 9, 10, 11, 13 through 24 shall survive any termination of the Services, this Agreement or your account.
6. Membership Account, Password and Security.
You will be asked to create a password and account designation when completing the registration process for the Service. You are solely responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities occurring under your password or account. You agree to notify Actor Gateway immediately if you notice unauthorized use of your password or account or any other breach of security. Actor Gateway CANNOT AND WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.
7. License.
You acquire absolutely no rights or licenses in or to the Service and materials contained within the Service other than the limited right to utilize the Service in accordance with this Agreement.
8. Intellectual Property.
This Site and all Site design, including but not limited to text, content, photographs, video, audio, interfaces, graphics and the selection and the arrangement thereof is protected by patents, copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the US and other countries. Actor Gateway's Service is also protected as a collective work or compilation under US copyright and other laws and treaties. All individual articles of information, policies and other elements making up the Service are also copyrighted works. You agree to abide by all applicable patent, trademark, copyright and other laws, as well as any additional patent, trademark and copyright notices or restrictions contained in the Service. Any use of materials on this Site, other than as permitted under Section 2 of this agreement including reproduction, modification, distribution, or republication, without prior written permission of Actor Gateway is absolutely prohibited.
9. Disclaimer.
The information, Services, products, and materials contained in this Site, including, without limitation, text, graphics, and links, and content on other third party web sites, are provided on an "AS IS" basis with no warranty, express or implied. To the maximum extent permitted by law, Actor Gateway DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO SUCH INFORMATION, SERVICES, PRODUCTS, THIS SITE, OR PRODUCTS PROVIDED THROUGH OR BY OR THROUGH ANY THIRD PARTY WEB SITES, , INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AVAILABILITY, ACCURACY, OR CONTENT OF MATERIALS, INFORMATION, PRODUCTS, OR SERVICES AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, Actor Gateway DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THIS SITE IS ACCURATE, COMPLETE OR CURRENT, OR THAT THE USE THEREOF WILL BE IN COMPLIANCE WITH APPLICABLE LAWS. YOU ASSUME THE SOLE RISK IN THE USE OF THE SERVICES AND THIS SITE. SOME STATES DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION. Further, Actor Gateway does not guaranty or warrant the compatibility of your equipment, computer or software, including but not limited to, the type of computer, computer configuration, browser software, other software, or online service.
10. External Sites.
This Site may include links to other sites on the World Wide Web and/or Internet that are owned and operated by third party vendors and other third parties (collectively, the " third party web sites"). You acknowledge and agree that Actor Gateway is not responsible for the availability of, or the content located on or through, any third party web site.
11. Indemnification.
You agree, at your own expense, to indemnify, defend and hold harmless Actor Gateway, its Affiliates and their respective employees, representatives, agents and suppliers (collectively, the "Indemnified"), against any and all damages, liabilities, penalties, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) attributable to any claims, suits, actions, other proceeding brought against the Indemnified (collectively, the "Claims") to the extent that such Claims brought against the Indemnified is based on or arises in connection with the Service, or any links on the Service, including, but not limited to: (i) your use or someone using your computer for use of the Service; (ii) your use or someone using your account, where applicable; (iii) a violation of the terms and conditions of service by you or anyone using your computer (or account, where applicable); (iv) a claim that any use of the Service by you or someone using your computer (or account, where applicable) infringes any intellectual property right of any third party, or any right of personality or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (v) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Service by you or someone using your computer (or account, where applicable); (vi) any misrepresentation, including false or inaccurate information in the registration form, or breach of representation or warranty made by you contained herein; or (vii) any breach of any covenant or agreement to be performed by you under this Agreement.
12. Right to Change Services.
You acknowledge that Actor Gateway has the right to change the content or technical specifications of any aspect of the Service at any time at Actor Gateway's sole discretion. You further accept that any such changes may result in your being unable to access the Service.
13. Website Security & Data Protection, Limitations of Liability.
13.1 Website Security & Data Protection
Actor Gateway will take all reasonable measures to ensure website is designed as secure as possible. However, you concede that it is impossible for Actor Gateway to guarantee protection against hackers or unauthorized parties. In the event that website security is compromised, you agree not to hold Actor Gateway liable for any damages. This includes, but is not limited to: file corruption or deletion, modification of website, or access to sensitive data by unauthorized party. Data is routinely backed up, and in the event of a server malfunction the most recent available backup will be restored. This may involve loss of your data that was modified since the most recent backup.
13.2 LIMITATIONS OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, Actor Gateway, ITS SUPPLIERS, VENDORS, SUB-CONTRACTORS, AGENTS, OFFICERS, EMPLOYEES AND MERCHANT BANKS (COLLECTIVELY, "THE AFFILIATES") TOTAL LIABILITY TO YOU FOR ANY REASON, WHETHER BASED UPON ANY THEORY OF LAW OR EQUITY, WHETHER UNDER CONTRACT, TORT, STATUTE, EQUITY OR ANY OTHER FEDERAL, STATE OR INTERNATIONAL LAW THEORY, SHALL BE LIMITED TO THE AGGREGATE SERVICE FEES AND TRANSACTION FEES ACTUALLY PAID BY YOU FOR THE THREE (3) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER Actor Gateway NOR ITS AFFILIATES SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY OTHER SUCH DAMAGES WHATSOEVER, EVEN IF Actor Gateway HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, TORT, STATUTE, EQUITY OR ANY OTHER FEDERAL, STATE OR INTERNATIONAL LAW THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THIS SITE OR ANY THIRD PARTY SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS GOODWILL, LOST PROFITS, LOSS OF OPPORTUNITY, LATE CHARGES, PENALTIES, EVICTIONS, INTEREST PAYMENTS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, ANY INTERRUPTION IN SERVICE OR INABILITY OF USER TO ACCESS THE SITE, SERVICES OR PARTICIPATING THIRD PARTY WEB SITES . Actor Gateway AND ITS AFFILIATES MAKE NO WARRANTIES REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE WORLD WIDE WEB, THE INTERNET AND OTHER GLOBALLY LINKED COMPUTER NETWORKS, OR THE WEB SITES ESTABLISHED THEREON INCLUDING THE SITE, WILL BE UNINTERRUPTED OR ERROR FREE.
The following limitations are a material basis for Actor Gateway to enter this Agreement with you and structure its pricing accordingly. However, some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
15. Force Majeure.
Actor Gateway and its Affiliates shall in no event be liable to you or any third party for any loss resulting from any failure to perform its obligations under this Agreement because of acts of God, nature, any government agency, war, civil disturbance, labor disputes or shortages, electrical or mechanical breakdowns, inability or refusal of a common carrier to provide communications capabilities, or any other cause beyond Actor Gateway's direct control, including but not limited to: (a) the issuance of an injunction or seizure order by a court of competent jurisdiction prohibiting Actor Gateway from carrying on its day-to-day operations as contemplated under this Agreement, (b) a Member's cancellation of their account with Actor Gateway, (c) the rejection of your credit card payment or your bank's failure to honor an electronic check authorized by you, or (d) an order by any regulatory, administrative, judicial or legislative body, which shall temporarily suspend or permanently terminate Actor Gateway's ability to provide YOU with Services pursuant to this Agreement.
16. No Representations Regarding Linked Third Party Web Sites.
Actor Gateway does not screen or endorse the content of any participating third party web site, or any advertisements or communications by third-party licensees, advertisers or Affiliates for electronic dissemination through links on the Site. Some of the content of the participating third party web sites might be accessed by you via hyperlinks which will connect you to third parties, or to third-party web sites that may provide content to the participating web site. Actor Gateway has no editorial control or supervision over selection or display of the content provided by those third parties or those third party web sites and those parties are solely responsible and liable for the content.
17. Assignment.
You agree that as a User you shall not, under any circumstances, have the right to transfer or assign your account to any other person or entity, and that any attempted transfer or assignment of an account shall be void and shall constitute a material breach of this Agreement. You further agree that the Actor Gateway, may at any time at its sole discretion and without prior notice to you, transfer or assign your account and any or all of its rights and/or obligations hereunder in its sole and absolute discretion at any time, to an affiliated or non-affiliated party.
18. No Third Party Beneficiary.
This Agreement is not for the benefit of any third party, and shall not be deemed to grant any right or remedy to any third party whether or not referred to in this Agreement.
19. Governing Law; Arbitration; Jurisdiction And Venue.
19.1 Governing Law. This Agreement shall be governed by and construed under the laws and judicial decisions of the State of California and the United States as applied to agreements between California state residents entered into and to be performed within the State of California, except as governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
19.2 Arbitration.
Any and all disputes as to the interpretation of or any performance under this Agreement which are not first resolved informally, shall be determined by binding arbitration before a single arbitrator in Los Angeles, California, in accordance with the rules of the American Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter with respect to legal matters shall be limited only by the statutory and common law of the State of California and the United States. In no event shall an arbitrator be permitted to award multiple or punitive damages, and the determination of the arbitrator shall be final and binding. BY SIGNING UP YOU AGREE THAT YOU ARE WAIVING YOUR RIGHTS TO A JURY TRIAL AND ANY RIGHTS TO AN APPEAL.
19.3 Injunctive Relief Exception.
Nothing in this paragraph shall preclude either party from seeking and obtaining any injunctive relief or other provisional remedy available in a court of law, including, specifically, Actor Gateway's right to prejudgment attachment and expedited discovery. In addition to the foregoing, the parties hereby agree that as part of the consideration for this Agreement, they waive the right to a trial by jury for any dispute arising between them that is in any way related to the subject matter of this Agreement, provided that the arbitration provisions of this paragraph are waived or are otherwise inapplicable.
19.4 Venue.
Notwithstanding the foregoing, if for any reason any matter or dispute arising under this Agreement is not resolved by binding Arbitration, or if any of the proceedings or decisions of the Arbitration must be enforced by a court of competent jurisdiction, Member agrees that in case of any litigation regarding this Agreement or the various subject matters hereof, that the venue for such litigation shall be, depending on by the subject matter of the dispute, either the Municipal Court of Los Angeles, California, the Superior Court of the County of Los Angeles, or the United States District Court for the Central District of California, Western Division. You hereby consent and stipulate to the jurisdiction of the Courts of the State of California and the United States District Court, Central District of California, Western Division.
20. Notices.
All notices, payments, statements or other documents that any party to this Agreement is required to or elects to give to the other party hereto will be in writing and will be delivered in one of the following ways: (a) by personal delivery; (b) by addressing the notice to Actor Gateway's mailing address, and to you at the address you have supplied to Actor Gateway in your Application and depositing the same registered or certified mail, postage prepaid, in the United States mail; (c) by Federal Express; (d) by facsimile transmission; or (e) by E-mail and transmission by first class U.S. mail. Notwithstanding the foregoing, Actor Gateway may make any changes to this Agreement as prescribed herein. Otherwise, such notice, statement or other document so delivered, except as this Agreement expressly provides otherwise, shall be conclusively deemed to have been given when actually received (personal delivery, Federal Express, facsimile transmission or Email), or three (3) business days after.
21. Severability.
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.
22. Waiver.
A waiver by either party of any term or condition of this Agreement in any one instance shall not be deemed or construed to be a waiver of such term or condition for any similar instance in the future of any subsequent breach hereof. All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be a limitation of any other remedy, right, undertaking, obligation, or agreement.
23. Construction.
This Agreement shall be interpreted in a neutral manner and shall not be interpreted in a manner less favorable to either party. The captions and headings appearing in terms and condition of service are for reference only and will not be considered in construing this agreement.
24. Entire Agreement.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral. No officer, employee or representative of Actor Gateway or you has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement; and, Actor Gateway and you hereby acknowledge and agree that neither Actor Gateway nor you have entered into this Agreement in reliance upon any such representation or promise. No modification of this Agreement, in whole or in part, shall be enforceable unless reduced to writing and signed by duly authorized representatives of the parties hereto.
* For information on Actor Gateway's privacy policies, click here.
MARKETING SERVICES TERMS & CONDITIONS
Authorization
By purchasing products and/or services on this website, you are engaging Actor Gateway, located in Los Angeles, California, as an independent contractor for the specific purpose of developing and/or improving marketing materials through the use of graphic design, website design & development, and general marketing services.
Hereafter, the client will be known as the “Client” and Actor Gateway will be known as the “Designer.”
Payment Terms / Work Flow
Payment is required in full prior to the start of any project. Once payment is received by the Designer and all necessary materials have been submitted by the Client, the project will be created and sent to the client for approval. The client is permitted to make minor adjustments to the colors or provided text & photos, but not the overall design or layout. Once comments are received from Client, finished project will be sent to Client.
Services
This agreement covers all of the items listed on corresponding services webpage. The price of services may include additional time spent for client consultations such as meetings, telephone calls and/or email communication.
Text
Text will be supplied by the Client unless the proposal includes the services of a copywriter. Please send us your final text. Time required to make substantive changes to client-submitted text after the webpages have been constructed will be additional, billed at Designer’s current hourly rate. All content text shall be provided by the Client in Microsoft Word.doc or .RTF format. Submission can be made via: an email attachment, a CD-ROM disc, or a DVD-ROM disc.
For web design text, 500 words per page approximate a standard web page. Web pages of more than 1,200 words of text may be subject to additional fees for increased formatting time.
Photography
Client agrees to provide Designer with all photos necessary to complete project. Should additional photos be needed, Client may ask Designer to acquire stock photography or the services of a professional photographer on Client’s behalf, for an additional fee.
Graphic Elements / Identity Materials
It is anticipated that the Designer will receive from the Client all the graphic elements necessary to complete the Client’s project. This includes the logos, existing color scheme or style guide requirements, ancillary images, animated graphics and banner advertisements, if necessary. Unless purchased separately, this contract does not include the creation of a logo/identity.
Final Files
At the conclusion of the project, the Designer will deliver the final project files via email, or at Designer's discretion on a CD or DVD media. Additional copies of the CD/DVD are available for $15.00 each. As a courtesy, Designer will make an effort to retain a copy of files for at least one year after project completion, but this is not guaranteed - it is the client's responsibility to retain the original files in case of future updates.
Assignment of Project
The Designer reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. The Designer warrants all work completed by subcontractors for this project.
Additional Expenses
Client agrees to reimburse the Designer for any critical Client requested expenses necessary for the completion of the project. Examples would be:
- Purchase of specific fonts at the Client’s request,
- Purchase of specific photography at the Client’s request,
- Purchase of specific software at the Client’s request,
- Submittal to specific search engines or premium listings.
Copyrights and Trademarks
The Client represents to the Designer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Designer for inclusion in the Client’s project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Designer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
Ownership of Design and Graphics
Copyright and/or ownership of the finished assembled work produced by the Designer remains property of Designer, but is licensed to the client for full usage, as allowed by law. Designer retains rights to resell design to other clients in the future.
Design Credit
Client agrees that the Designer may put a byline on the bottom of their web page or graphic design piece establishing design and development credit, unless otherwise stated. Client also agrees that any projects created for the Client may be included in the Designer’s portfolio.
Hosting Service
The Client will establish a separate contract with an Internet Service Provider (ISP) for hosting, or the Designer will establish one on behalf of the Client for a nominal fee. The Client hereby authorizes the Designer to access this account, and authorizes the Host Provider to provide the Designer with “write permission” for the Client’s web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project.
Domain Registration
The Designer will secure a domain name (www.yourname.com) for the Client at the Client’s request. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement. These are Internet fees, and are not a source of income for the Designer. If the Client already has a domain name, the Designer will coordinate redirecting the address to the new host. Should the Client desire a specific domain name which is already owned by another party and negotiations for said domain name must be undertaken by the Designer, additional charges may apply. The Client will be contacted in advance before any negotiations of this nature are undertaken or charges are incurred.
Compatibility
Our agreement contemplates the creation of a web site viewable by Netscape 5 and above, and Microsoft Internet Explorer 5 and above. Client understands that not all browsers, computers, or monitors display websites in the same fashion, and that any cosmetic differences in the finished website are not to be considered defects.
Client is aware that some advanced techniques on the Internet may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions of Internet Explorer and Netscape, or new Internet-capable products are developed, the new versions and/or products may not be backward compatible. Time spent to redesign a site for compatibility due to the introduction of a new browser version or product will be separately negotiated and in addition to the base price of our agreement. If additional pages are necessary to accommodate specific browsers, plug-in technology, screen resolutions, or platforms additional charges may apply.
Custom Programming & Scripts
Website shall be programmed in standard HTML code. Custom scripts will be programmed in the language deemed to be most appropriate to the task at hand, and to ensure compatibility with the Client’s hosting server. If a specific script is requested by the Client and it must be purchased by the Designer on behalf of the Client, the charge for the script, if any, will be billed back to the Client.
Audio/Video
If Client has purchased Audio or VIdeo content services, Client assumes all liability for content, as well as any additional costs they may incur from hosting company as a result of increased bandwidth & site traffic.
Training & Support
The Designer will provide e-mail and telephone assistance to the Client regarding administration of the Client’s web site. On-site training or assistance beyond the basic initial training is not included unless stated.
Maintenance Agreements
Maintenance Agreements are negotiated on a Client by Client basis as each Client will have differing needs. This is another way the Designer seeks to help the Client control cost. Designer offers two kinds of maintenance agreements. In one, the Client pays a discounted, fixed monthly rate for website updates, based on the average estimated monthly hours required. In the other agreement, the customer pays on an ‘as needed’ hourly basis. Unless stated, maintenance & updates are not included in base fees.
Third Party or Client Page Modification
Some Clients will desire to independently edit or update their web pages after completion of the site as a way to control costs and avoid the expense of a Maintenance Agreement. This is always an option for Clients of the Designer.
Note however, that if the Client or an agent of the Client other than the Designer attempts to update the web site and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at the designer’s current hourly rate. In this regard, Clients are encouraged to utilize the Designer’s services for future updates.
Search Engine Registration
The Designer will provide basic optimization of the Client’s web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client’s web site once to each of the free major search engines and directories. The Designer also offers advanced search engine optimization and site promotion services. If advanced search engine optimization and site promotion services are desired, they must be purchased separately. The Designer encourages all commercial Clients to obtain advanced Search Engine Optimization and Site Promotion services.
Website Security & Stability
Designer will take all reasonable measures to ensure website is designed as secure as possible. However, Client concedes that it is impossible for Designer to guarantee protection against hackers or unauthorized parties. In the event that website security is compromised, Client agrees not to hold Designer liable for any damages. This includes, but is not limited to: file corruption or deletion, modification of website, or access to sensitive data by unauthorized party.
ADDITIONAL TERMS:
Limited Liability & Indemnification
Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Designer. Abusive and unethical materials and uses include, but are not limited to, obscenity, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. Client hereby agrees to defend, indemnify and hold harmless the Designer from any claim resulting from the Client’s publication of material or use of those materials. Designer reserves the right to refuse to design and/or publish any material that would violate this clause.
Client agrees that it shall defend, indemnify, save and hold the Designer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the Designer’s development of the Client’s project. This includes Liabilities asserted against the Designer, it’s subcontractors, it’s agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.
Client also agrees to defend, indemnify and hold harmless the Designer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed through the client’s marketing materials and/or over the Client’s web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.
Laws Affecting Electronic Commerce
The Client agrees that it is responsible for complying with the laws, taxes, and tariffs related to e-commerce, and will hold harmless, protect, and defend the Designer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s use of Internet electronic commerce. Client also understands that Designer can not provide legal advice.
Nondisclosure
The Designer, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Designer to another party.
Cancellation
If the Client does not supply Designer with complete text, graphics, or other materials necessary for Designer to complete project within six weeks of the date this contract was entered into, the project will automatically be cancelled. The Client may also voluntarily cancel or postpone this project at any stage, with written notice.
In the event that work is postponed or canceled at the request of the Client, the Designer shall have the right to retain the original deposit. In the event this amount is not sufficient to cover the Designer for time and expense already invested in the project additional payment will be due. If additional payment is due, this will be billed to the Client and must be received within 15 days of invoice.
Designer reserves the right to cancel the project at any stage for any reason, if necessary, and will issue client a full refund for all money received, as well as return all materials furnished by Client. If the project is partially completed, Client may opt to pay for services already rendered, in exchange for release of all files that Client may then take to another designer for completion of project.
Arbitration
Any disputes in excess of $4,000 (or the current maximum limit for Los Angeles County small claims court) arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed upon Arbitrator suitor pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney’s fees and legal interest on any award or judgment in favor of the Designer.
Entire Understanding
This contract and the Appendices attached thereto constitute the sole agreement between the Designer and the Client regarding this project. It becomes effective immediately upon Client's initial ordering of products and/or services from Designer. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Designer. Both parties warrant that they have read and understand the terms set forth in this agreement. This agreement shall be governed and construed in accordance with the laws of the State of California. Client, or authorized representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract in the State of California.
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