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Semtix Account

WEBSITE SERVICE AGREEMENT


Introduction

Although there is also some unavoidable standardized legalese at various places in the document which our attorney required, in this document we try to write everything in plain English. To do this, we frequently use terms like “we” and “you.” “We,” “us,” “our,” and “the Company” means Semtix Websites, a corporation registered in the State of California. “You,” “your,” “Customer” or “Client” in this document is you, our Client.

We're dedicated to meeting your needs and expectations, but it's crucial to have everything written down. This way, we're all on the same page about who does what, when, and what happens if something doesn't go as planned. Our contract is straightforward, free of confusing legal jargon or lengthy passages. We're not here to trick you; we want what's best for both of us, now and in the future.

The Project

You are hiring Semtix Websits to build your business a new website for the agreed-upon price for a duration of 24 months. After 24 months, your contractual obligation is completed, at which time you will roll into our month-to-month management plan, or you may take your website and leave Semtix Websites. If you choose not to cancel after 24 months, you will continue to use our website management services for the cost of $75 per month, which can be canceled at any time. 

Availability and Communication

You will have a go-to team member who will be your primary line of communication. During the site development, your assigned project manager will be your primary line of communication. After your website is live, you may request updates by going to get.semtixweb.com/updates . Although other team members may at times reach out to you, that doesn't mean they are now your line of communication; it's important to follow communication guidelines with the prescribed team members assigned to you for the best outcome. If you do not follow our communication guidelines, there may be delays or breakdowns in communication. During your project, all communication must take place from one correspondent from your organization. If you have a team of people reviewing the site, they may internally contribute to you, but we will only be communicating with one designated representative of your company (preferably the owner). Please communicate with your assigned team members only. You are expected to communicate with us via email and in a timely manner. Our only form of communication from Semtix Websites to you, our client, is solely email. We will not accept other forms of communication to discuss your project, such as phone calls, text messaging, social media, or any other form of communication other than email.

Scope of Work

The scope of work will be determined by which package you choose. If you decide to add more pages, content writing services, or any other services not previously agreed upon at the beginning of the website project, these add-ons will be subject to additional costs, and the timeline of the project will be extended. 

Legalities 

We’ll carry out our work in accordance with good industry practice and at the standard expected from a qualified person with relevant experience. That said, we can’t guarantee that our work will be error-free, and so we can’t be liable to you or any third party for damages, including lost profits, lost savings, or other incidental, consequential, or special damages, even if you’ve advised us of them. Your liability to us will also be limited to the number of fees payable under this contract, and you won’t be liable to us or any third party for damages, including lost profits, lost savings, or other incidental, consequential, or special damages, even if we’ve advised you of them. 

Time Frames

It is our experience that a typical website design project takes about 6 weeks (not including holidays). This is a rough estimate and depends on a number of factors, including but not limited to the complexity of your project, our current workload, material availability, and any problems that might arise as we work on your project. Unless specifically defined in the Proposal of Services, we do not guarantee website launch by a specific date. As a matter of law, for this contract time shall be considered to be NOT of the essence unless agreed upon by all parties in writing and made a part of the contract. 

Requirements of the Client

After you select and purchase your website subscription, you will be able to submit your company's information to us in our onboarding form and submit all of the media that you wish to have on your website. Please submit all images and videos to us at one time; please do not send media to us in pieces over a period of time, but rather, please deliver everything to us at once. We will not begin working on your project until your onboarding form is submitted and all of your media has been delivered to us.

Rush Projects

Projects requiring a “Rush” will typically incur at least a 50% markup of the total project cost. This increase is necessary to cover the overtime and additional costs incurred to complete your project in the time frame you require.

Payment Schedule

We’re sure you understand how important it is as a small business that you keep up with your automatic billing. Your credit card will be billed monthly for the amount agreed upon once per month for a continuation of 24 months through our billing system. Once the 24-month period has ended, if you wish to stay with us for continued hosting, maintenance, updates, and support, your monthly payment will automatically drop to a discounted rate of $75 per month. This ongoing website management service is optional and can be canceled at any time once your 24-month commitment is completed.

Late Payment and Collections Policy 

Late Payments
We understand you may have a late payment due to insufficient funds or an expired credit card; we understand this and will email you to remind you that your payment was missed. Any and all payments that are 30 days past due will cause your site to freeze immediately. Once billing is re-established and all past due balances paid, we will re-activate your site. Upon re-activating your website due to nonpayment, a $50 reactivation fee will be charged to your account.

Delinquent and Defaulted Payments
If your billing is beyond 30 days past due, your website will be automatically frozen. If your billing reaches three months of delinquent payments, your billing contract will be considered to have defaulted. At that time, the 50% remaining balance clause would be in effect, or you may pay off the remainder of your balance, and we will deliver your site files to you for your ownership.

Termination and Refunds

If you wish to terminate your contract prior to the full 24-month payment plan completion, we will allow you to do so. We will not require the full remaining balance of your contract to be paid but rather only 50%. We believe this is the most fair resolution for both parties; upon doing so, we will issue you an invoice for half of your remaining balance, or apply the charge to your account, and we will terminate your website and terminate your contract. 

 If you wish to cancel your contract and take your website to host and manage on your own or to give it to another provider, the remaining balance of your contract must be paid in full; then, we package up your website files and transfer them over to you. If you cancel your billing before your 24-month commitment is completed or dispute any monthly payment to Semtix Websites, this will voluntarily initiate the 'Early Termination of Contract' clause, which will be invoked immediately, requiring the payment of 50% of your remaining balance and your website will be terminated.

Intellectual Property Rights (Who Owns What)

During the payment period for your website, you are granted a complete and unrestricted license to utilize the website as you see fit. However, ownership of the WordPress files will not be transferred to you until the website is fully paid for. Upon full payment, you will retain an unrestricted license to use the website in any manner you choose, along with complete control of all website files. We reserve the right and ownership to employ any designs and images we created for your project in our other projects. Throughout the payment period, you agree to host the website with Semtix Websites. Should you desire to transfer the site to your own hosting, you may do so once the remaining balance of your website is settled.

Your new website will be built using the WordPress content management system. WordPress and its associated software are “open source,” distributed under the GNU General Public License. We use WordPress to power your website, but neither of us “own” WordPress or the third-party plugins used to add features to your website. When you hire us to build your website, you are not purchasing WordPress, you are retaining our services to create a customized website using the WordPress system.

Compatibility

Your new website will be designed for viewing on modern screens for desktops, laptops and mobile devices. We test for compatibility in the following desktop web browsers: Microsoft Edge, Mozilla Firefox, Apple Safari and Google Chrome. We test for compatibility on the following mobile web browsers: Apple Safari (iOS) and Google Chrome (iOS and Android).

Unless specifically included in the scope of work, we do not code for web browsers or operating systems older than the current release or for those in pre-release or beta at the time the project is begun. There will normally be additional charges for this work.

Theme and Plugin Licenses and Updates

One of the most important strengths of WordPress is its immense ecosystem of third-party add-on software called themes and plugins. Some of these require no specific licensing for use on your website. However, we often use premium WordPress themes and plugins that require an annual licensing fee for ongoing updates and support.

  • Premium themes and plugins used on your website are provided at their current software version. 
  • Future updates and security patches for premium themes and plugins are covered during the duration of 24 months.
  • If you choose not to cancel after 24 months, the themes and plugins will be included in your month to month website management service for the cost of $75 per month, which can be canceled at any time. 
  • You may also take your website and leave but you will be responsible for paying for themes and plugins. 

Website Management Service

Our Website Management includes website hosting content updates, website software updates, website backups, and website security.

  • Website Security
    Our lockdown protocol hardens the WordPress system to make it more resistant to the actions of hackers. We employ industry leading security software that actively guards your website against hack attempts at multiple levels in the WordPress system.

  • Website Backups
    Your website’s files and database will be backed up automatically each day your website has activity (if your website does not have activity, there is no need for a backup to occur). This backup is stored in our cloud data vault where we typically retain the previous 30 backups for your site.

  • Software Updates
    Each week, at our discretion, we will apply available updates for the WordPress core software, your theme files, and your plugin files. We perform these updates for the items that appear in the “Updates” area of your WordPress dashboard. We also watch WordPress industry security news and proactively perform these updates more frequently during times of enhanced threat levels.
  • Content Updates
    If the proposal of services includes content updates, we will ensure that any additional content or images are added to your website. We will continue to perform regular content updates to keep your website current and relevant. Please note that this service does not cover the creation of new pages, unless they are based on pages already included in the additional contract

While it is impossible to guarantee that your site will never be hacked, all of these techniques make your website a more difficult target for hackers. In addition, it is well known that hackers tend to exploit easier targets first – sites without security measures in place. However, in the event that your site is hacked, we will restore it to pre-hack condition at no additional cost either by restoring a site backup or performing a malware cleanup at our discretion. We shall have no other or further liability beyond restoration of the site to the nearest available pre-hack condition.

Restoring Backups

  • Should your site become compromised by a hack or if your site becomes inoperable because of user error, we will restore a backup for you. 
  • If the restorations are the result of a hack, there is no limit to the number of restorations we will perform for you under this service. 
  • If the restorations are due to user error, we will perform a maximum of 2 restorations in any 30-day period. 
  • Additional user error-related restorations will be performed at our current hourly rate with a one-hour minimum.

Premium (Paid) Themes and Plugins

  • Many websites use themes and/or plugins that require the payment of a recurring license fee to maintain access to ongoing software updates. We have secured appropriate licensing for many of these.
  • If we have appropriate licenses for the themes and/or plugins used by your website, the cost for recurring license fees are included in your Website Management Services, and licensing will be maintained for you as long as you are an active subscriber to our Website Management Services.
  • If your website uses premium themes and/or plugins and we do not have appropriate licensing, the responsibility is yours for maintaining the appropriate licensing to ensure the availability of updates. 
  • We will advise you of the themes and/or plugins for which you will need to maintain licensing and assist you as needed in the process of obtaining them.

Plugin Compatibility
If an update to a plugin creates conflicts or causes issues with the functionality of your website, we will consult with you to determine the best course of action. Typically, we will remove the offending plugin and replace it with a similar plugin or other programming. If the time required to resolve a plugin compatibility issue exceeds 3 hours, additional time will be billable at our current hourly rate.

It is your responsibility to inform us if your site is experiencing problems and needs attention.

Third-Party Services

Semtix Websites allows customers to have personal access to their website and the ability to grant access to third-party vendors. We do not accept responsibility for any issues related to changes made to the website other than changes made directly by an employee of Semtix Websites. We may be able to fix issues relating to the website resulting from actions made by clients or third-party vendors but do not guarantee any results or timeframes. We may charge a fee to resolve issues that are a direct result of clients or third-party vendors editing the website. All Semtix Websites websites must be hosted on Semtix Website servers during the 24-month payment plan.

Online Traffic

The client understands and acknowledges that a website alone will not produce any guaranteed online traffic or lead generation. The client understands and acknowledges that in order to produce traffic and leads from their website, they will need to perform marketing services to bolster the website’s visibility and attract more visitors to it. Such marketing can include Google Ads, Facebook Ads, Google My Business listings, social media engagement, flyers, yard signs, EDDM (every door direct mail), radio ads, TV ads, and the like. If the client needs advice or direction on how to market their business, Semtix Websites will give recommendations to the client and, if applicable to their industry, make particular recommendations for service providers who may assist them in their marketing efforts.

Legal Pages and Privacy Requirements

Semtix Websites is not responsible for your privacy policies and terms and conditions related to your website. We will assist you in putting any privacy policy information or terms and conditions information on your website for free.

 However, you, the customer, are responsible for knowing and following the privacy laws of your country, state, and local municipality. You must send us your specific privacy policy and terms and conditions in writing to contact@semtixweb.com, and we will place your policies and terms on your website for you. 

You are responsible for updating your privacy policy and terms and conditions as your business operations change or as your local laws change. We will assist you in updating your policies and terms at any time; you must send all updates to your policies and terms in writing to contact@semtixweb.com whenever an update is required.

Testimonials, Marketing and Attribution Links

We reserve the right to display all aspects of our creative work, including screenshots, work-in-progress designs, and the completed project on our portfolio and in articles on websites or any other media. We are proud of our work and reserve the right to apply the text web design by Semtix Websites (or any combination of text citing Semtix Websites) on your website. Should you wish to remove the credit, a fee of $150 applies. Removal of our name does not mean surrendering our design credit to any other party. Without our expressed consent, you agree that “web design by Semtix Websites” (or any combination of text citing Semtix Websites) will be visibly displayed on your site acknowledging design credit.

Our Employees and Contractors

From time to time we may utilize employees and independent contractors to work on your project. You agree not to directly contact or solicit any of our employees and contractors for employment or contract work of any kind.

Indemnification 

The Client agrees to indemnify and hold harmless the Company, its subsidiaries, contractors, employees and affiliates and each of their respective directors, officers, employees, shareholders and agents (each an “Indemnified Party”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arise out of, or related to the Agreement, Client’s use of the Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party. 

Choice of Law and Forum 

This Agreement, and any related Statements of Work, shall be construed in accordance with, and governed by, the laws of the State of California without regards to Conflict of Law principles.

In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Agreement or in the event of a claimed breach of this Agreement, the parties hereto agree that such dispute shall be determined through mediation. The parties will mutually select a mediator and share the cost of mediation equally. If the parties cannot agree upon a mediator then each party shall select a mediator and those mediators shall, independent of party input or control, select a mediator to mediate the dispute. Unless otherwise mutually agreed, the location of the mediation will be in Sacramento, California. The parties agree to cooperate fully with the mediator in good faith in order to reach a mutually satisfactory resolution of the dispute. 

If the dispute is not resolved within 60 days after it is referred to the mediator, either party has the option to litigate the dispute in a court of law located in Sacramento, California. 

Refusal or Discontinuation of Service

We reserve the right to refuse, restrict or terminate service to any client for any reason. 

Headings

The headings in this Agreement are inserted for convenience only and are not a part of this Agreement.

Entire Agreement 

This Agreement, and any Proposals of Service attached, constitute the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be waived, assigned, extended, amended, supplemented or modified orally, but only by a written instrument signed by the party against whom enforcement of any such waiver, assignment, extension, amendment, supplement or modification is sought.

Modifications

This Agreement may not be changed or modified except in writing signed by the parties.

Construction

The parties acknowledge and agree that they have read, understood and have actively negotiated the terms of this Agreement, participated in its drafting and have been represented by legal counsel. Therefore, this Agreement shall not be deemed to be the product of either party and shall not be enforced or interpreted any more stringently or strictly against either party.

Agreement

Please initial at the bottom of each page and sign below signifying that:

By signing this contract, you agree to the terms and conditions outlined by Semtix Websites and agree to fulfill any and all payments enclosed in this document.

Leave this empty:

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Signed by Vadim Semenchuk
Signed On: April 30, 2024


Signature Certificate
Document name: WEBSITE SERVICE AGREEMENT
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April 12, 2024 5:39 am PDTWEBSITE SERVICE AGREEMENT Uploaded by Vadim Semenchuk - vadim@foreignxmedia.com IP 2601:647:6512:861b:a832:438c:6dd5:cc0e
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https://get.semtixweb.com/
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