Terms & Conditions

WEBSITE DEVELOPMENT AND SERVICE PLAN/TERMS OF USE

These terms govern your use of website development and web hosting services and software that we include as part of the SFB Service Plan, including applications, content files, scripts, and any related documentation (collectively the “Software”).  By using the Service Plan or Software, you agree to these terms.  In consideration of the covenants and undertakings in this Agreement, SFB and Customer agree as follows:

1. Services

Subject to the Customer payment of the Charges (defined below) and the other terms and conditions of this Agreement:

1.1 SFB agrees to provide Customer development and implementation of customized Website more particularly described on attached Schedule A (the “Development Services.”)

1.2 SFB agrees to provide Customer a web Hosting Service Plan more particularly described on attached Schedule B.

1.3 Customer agrees to provide assistance, cooperation, information and data necessary to enable SFB to provide Hosting & Development under this Agreement.

2. Charges

Subject to the timely delivery of services by SFB and the other terms and conditions of this Agreement:

2.1 Customer agrees to pay amounts due hereunder for the Development Services in accordance with the fixed fee set forth on Schedule C in addition to all applicable sales/use taxes, governmental fees and surcharges.

2.2 Fees for the web Hosting Service Plan shall be paid at the rates described on attached Schedule C, in addition to all applicable sale/use taxes, governmental fees and surcharges.

2.3 Any Services provided by SFB to Customer which are not described on Schedule A and Schedule B shall be performed on a Time & Material basis at the usual and customary rates of SFB, in addition all applicable sales/use taxes, governmental fees and surcharges.

3. Term and Termination

3.1 Unless terminated earlier in accordance with this Section, the initial term of this Agreement shall commence on the Effective Date and continue for twelve (12) consecutive months (the “Initial Term”).  Thereafter, this Agreement will automatically renew for successive one (1) year periods, unless either Party provides written notice of its intention not to renew, at least thirty (30) days before the expiration of the Initial Term or such additional term(s) as may be applicable. 

3.2 Upon termination of this Agreement, Customer shall pay all sums payable for the period remaining on Customer’s Service Plan.

4. Ownership

4.1 Customer shall own all right, title and interest in and to any electronic data or information provided by Customer that is input, processed, transmitted, stored, retrieved, managed or otherwise used by SFB in connection with development and hosting the Custom Website, including without limitation, all data originating from Customer’s systems whether in images or text form.

4.2 SFB shall own all right, title and interest in and to the mode and method used in providing Development Services and Hosting Services and any software or hardware owned by and/or licensed to SFB and used in the provision of Services under this Agreement.

5. Grant of License

5.1 Grant.  Subject to the terms and conditions of this Agreement including those described on Schedule B, SFB grants to Customer and its successors, a non-exclusive and nontransferable right and license, during the Term, to access and use the Hosting Services.

5.2 Restrictions.  The license granted in Section 5.1 above is conditioned upon Customer’s compliance with the terms and conditions of this Agreement including but not limited to the general Terms of Use set forth on Schedule B1.  Customer may use the Hosting Services solely for its own business purposes, in compliance with applicable law.  Customer may not:  (a) license, sublicense, sell, resell, rent, lease, transfer, distribute, use the Licensed Materials for commercial purposes; (b) reverse engineer, translate, disassemble, or decompile the Software used in the Hosting Services, or cause or permit others to do so for the purpose of making commercial use thereof; (c) copy, frame or mirror any content forming part of the Software other than on Customer’s own systems; and (d) remove any title, trademark, copyright and/or restricted rights notices or labels from the Hosting Services.

5.3 Reserved Rights. SFB hereby reserves all rights in and to the Hosting Services not expressly granted in this Agreement.  Nothing in this Agreement shall limit in any way SFB’ right to develop, use, license, create derivative works of, or otherwise exploit its Hosting Services.

6. Representations and Warranties

6.1 Mutual Warranty. Each party represents and warrants that it has the legal power to enter into this Agreement.

6.2 SFB Warranty. SFB warrants that it shall perform the Services (i) in a good and workmanlike manner; (ii) by adequately trained, competent personnel, (iii) in conformance with generally accepted industry standards, (iv) in conformance with specifications set forth on Schedule A, and (v) in compliance with applicable law.  SFB further warrants that its services will not knowingly violate the intellectual property rights of any third party in the delivery of its Services.

6.3 Customer Warranty. Customer warrants that its content does not violate the copyright or trademark rights of third parties and it has legal rights to upload and share such content.

7. Warranties

7.1 SFB warrants upon acceptance by Customer that the Website will be free of material defects and will function in substantial conformance to the applicable specifications.  SFB does not make any representations or warranties that the Website will be free of minor interruptions or errors.

7.2 SFB DISCLAIMS ANY AND ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE. 

8. Damages and Limitation of Liability

8.1 Consequential Damages.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE HOSTING SERVICES OR THE DATA, EVEN IF EITHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Limitation of Liability.  EXCEPT FOR A PARTY’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS, OR DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,  EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY FOR CLAIMS RELATING TO THIS AGREEMENT OR THE HOSTING SERVICES, WHETHER FOR BREACH OF CONTRACT OR IN TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER TO SFB HEREUNDER.

9. Dispute Resolution

9.1 Mediation.  The parties will attempt to resolve any dispute (whether in contract, tort or otherwise) between the parties, arising out of or relating to this Agreement, through face to face negotiation. Prior to arbitration (described below), both parties shall use persons fully authorized to resolve the dispute or through mediation utilizing a mutually agreeable mediator.

9.2 Arbitration.

(a) Any controversy or claim arising out of or relating to the agreement or the breach thereof which is not resolved through mediation will be settled by arbitration in accordance with the Rules of the American Arbitration Association (“AAA”) then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration will be conducted in either Ramsey or Hennepin County, Minnesota.

10. Miscellaneous

10.1 Notices.  All notices required or contemplated to be given to SFB by this Agreement shall be in writing and delivered or mailed to SFB at 17335 Jade Terrance, Lakeville, MN 55044, Attention:  Patrick North, Email:  service@sitesforbuilders.com.

10.2 Survival.  The provisions of this Agreement which, by their terms, require performance after the termination of this Agreement, or have application to events that may occur after the termination of this Agreement, shall survive the termination of this Agreement.

10.3 Force Majeure.  The failure of a Party to perform any term or condition of this Agreement as a result of conditions beyond its control such as, but not limited to, war, strikes, acts of terrorism, fires, floods, acts of God, governmental restrictions, power failures, or damage or destruction of any network facilities or servers or the failure of the ISP  of SFB to deliver services to SFB, shall not be deemed a breach of this Agreement.

10.4 Assignment.  Customer may not assign this Agreement, in whole or in part, without the express written consent of SFB.

10.5 Applicable LawThis Agreement shall be governed by the laws of the State of Minnesota, excluding its choice of law rules.

10.6 Entire Agreement.  This Agreement constitutes the entire agreement between the parties, and merges all prior and contemporaneous communications with respect to the subject matter hereof.

10.7 Compliance with Laws.  Each party shall comply with all applicable laws and regulations. 

10.8 Severability/WaiverIf any provision of this Agreement proves to be or becomes invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable and the remainder of this Agreement shall remain in full force and effect.  No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

10.9 Independent Contractor.  SFB shall act at all times as an independent contractor, and shall be responsible for any and all social security, unemployment, Workers’ Compensation and other withholding taxes for any and all of its employees.  SFB may use subcontractors to perform services under this Agreement.  Nothing contained in this Agreement shall be construed or applied to create a partnership.

 


 

SCHEDULE A

Custom Website Development Services

Description:

The Web Development Services include the following:

Consultation
Interview with Customer to establish communications goals for the website, assist and work on client delivery of logo files, copy/text for site and all pictures/images Customer selects to be used within the site.  Identify domain/s owned and develop a plan to direct domain/s to new site once complete.

Graphic design
Layout static interface design for a new home page and submit as JPG for review (includes up to two rounds of revisions).  Image editing and asset organization to prep all images needed for site.  This includes up to 35 images for the project gallery.

Programming
Create a custom, responsive, theme for content management system based on approved interface design.  Develop not to exceed 10-15 pages for the website and populate with content.  Page content to be based on text/images provided by Customer and include “Home, About, Services, Project Gallery, News and Contact.”  SFB will also assist in configuring DNS, HTML redirects and SML site map submission to and registration with Google.


 

SCHEDULE B

Hosting Service Plans

Plan Features

Standard

Premium

Hosting

x

x

Users

1

3

Bandwidth

1TB/mo

1TB/mo

Storage

1GB

1GB

Content Management System (CMS)

x

x

Site Analytics

x

x

Web Forms

x

x

Social Media Integration

x

x

Phone & Tablet Support

x

x

FTP & File Manager

x

x

Hosted Email Accounts

10

10

Dynamic Menu Builder

x

x

Blog

x

x

Photo Galleries

x

x

Ad Rotators

x

x

Media Downloads

x

x

Web Aps

x

x

Customer Database

x

x

Email Marketing

5,000/mo

10,000/mo

Site Management Training

x

x

Unlimited Email Support

x

x

Unlimited Phone Support

 

x

General Site Updates and Revisions

 

x

 

Subject to the general terms of use set forth on Schedule B1.

 


 

SCHEDULE B1

General Terms of Use for Website Hosting Services

1. Your Content

1.1 Ownership. You retain all rights and ownership of your content. We do not claim any ownership rights to your content.

1.2 Licenses to Your Content in Order to Operate the Services. We require certain licenses from you to your content to operate and enable the Services. When you upload content to the Services, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, and transferrable license to use, reproduce, publicly display, distribute, modify (so as to better showcase your content, for example), publicly perform, and translate the content as needed in response to user driven actions (such as when you choose to store privately or share your content with others). This license is only for the purpose of operating and improving the Services.

1.3 Our Access. We will not access, view, or listen to any of your content, except as reasonably necessary to perform the Services. Actions reasonably necessary to perform the Services may include (but are not limited to) (a) responding to support requests; (b) detecting, preventing, or otherwise addressing fraud, security, unlawful, or technical issues; and (c) enforcing these terms.

1.4 Sharing Your Content.

(a) Sharing. Some Services may provide features that allow you to Share your content with other users or to make it public. “Share” means to email, post, transmit, upload, or otherwise make available (whether to us or other users) through your use of the Services. Other users may use, copy, modify, or re-share your content in many ways. Please consider carefully what you choose to Share or make public as you are entirely responsible for the content that you Share.

1.5 Account Information.  You are responsible for all activity that occurs via your account. Please notify SFB immediately if you become aware of any unauthorized use of your account. You may not (a) Share your account information (except with an authorized account administrator) or (b) use another person’s account. Your account administrator may use your account information to manage your use and access to the Services.

2. User Conduct
You must not misuse the Services or Software, particularly you must not:
(a) copy, modify, host, sublicense, or resell the Services;

(b) enable or allow others to use the Service or Software using your account information;

(c) use the content or Software included in the Services to construct any kind of database;

(d) access or attempt to access the Services by any means other than the interface we provided or authorized;

(e) circumvent any access or use restrictions put into place to prevent certain uses of the Services;

(f) Share content or engage in behavior that violates anyone’s Intellectual Property Right (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights.);

(g) Share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;

(h) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(i) attempt to disable, impair, or destroy the Services, software, or hardware;

(j) disrupt, interfere with, or inhibit any other user from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way),

(k) engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;

(l) market or advertise any products or services through the Services unless we specifically allowed you to do so;

(m) use any data mining or similar data gathering and extraction methods in connection with the Services; or

(n) violate applicable local, state or Federal law.

3. Discontinuance of Service.

3.1 If we discontinue service for reasons other than for cause, then we will make reasonable effort to notify you at least 30 days prior to discontinuance via the email address you provide to us with instructions on how to retrieve your content. We may at any time discontinue this Service Plan for cause if:

(a) you breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms);

(b) you fail to make the timely payment of fees for the Services, if any;

(c) we are required to do so by law (for example, where the provision of the Services or Software to you is, or becomes, unlawful);

(d) our ISP elects to discontinue the Services or Software to SFB, in whole or in part.

3.2 If we discontinue the Services, we will make reasonable effort to notify you and allow you a reasonable time to download your content.  If we discontinue Service in its entirety, then we will provide you with a pro rata refund for any unused fees for that Service Plan you have prepaid.

4. Disclosure. We may access or disclose information about you, or your use of the Services, (a) when it is required by law (such as when we receive a valid subpoena or search warrant); (b) to respond to your requests for customer service support; or (c) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public.

5. General Obligations. 

5.1 If we provide notice to you that your website hosted through the Services may contain content that infringes upon the copyright of a third party, then within 5 days of receipt of such notice, you will either (a) authorize removal of the content from the website; or (b) provide us with a written proof of non-infringement and an indemnity in a form acceptable to SFB.

5.2 You agree to authorize our ISP to provide the Services through and process such user information the ISP requires in order to provide service to SFB.

5.3 You give our ISP the direct right also provided to SFB to access, use, remove, or delete content as set forth in this Agreement.

 


 

SCHEDULE C

Schedule of Fees

Custom Website Development:

Fees for development of the custom Website is a total of $4,495.00, payable as of the Effective Date of this Agreement.

Hosting Service Plans:

Standard Service Plan
A fee of $99.00 per month is due and payable following acceptance of the Custom Website and each calendar month thereafter. The standard billing term for Service Plans is annual.  Additional support is available to Standard subscribers at our standard rate of $140/hr.

Premium Service Plan
A fee of $149.99 per month is due and payable following acceptance of the Custom Website and each calendar month thereafter. The standard billing term for Service Plans is annual.  Up to three hours per month of additional support is available to Premium subscribers.  This support is limited to modifying or adding to existing site content.  Creating entirely new content sections or functionality may incur additional costs. Support needed beyond the scope of that included with the Premium plan is billed at our standard rate of $140/hr.

SFB also offers an optional Bid Service Center Service Plan for $29.99 per month.

Post Website Development Services:

Post/Website Development Services are available on a Time and Material (“T&M”) basis at the then standard rate of SFB.

Any balance unpaid after thirty (30) days will accrue interest at the lesser of one and one-half (1-1/2%) percent for each month or fraction thereof that the invoice is overdue or the maximum rate allowed by applicable law.