1. Authorization. The above-named client is engaging SOHO Prospecting , mailing address 2390-C Las Posas Rd, #G462, Camarillo, CA 93010, as an independent contractor for the specific project of maintaining a World Wide website installed on the client's web space on a web hosting service's computer. The client hereby authorizes SOHO Prospecting to access this account, and authorizes the web hosting service to provide SOHO Prospecting 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. The client will provide this access at the time of signing the contract, to SOHO Prospecting in the form of user name and password.
2. Standard Webmaster Package Elements. SOHO Prospecting includes the following elements in their Webmaster Packages:
- E-mail/phone consultation (General Internet orientation education and web design consultation per month. Telephone long distance charges are in addition to package rates quoted. Education and consultation will be charged at the prevailing hourly rates to be determined at the time requested.)
- Changes to text and in-line graphics.
- Creation and deletion of entire pages and sections of the website.
- Modifications to existing software that is part of the website and installation of most open source software. All software modification and installation is included or excluded at the sole discretion of SOHO Prospecting.
- Updating Links, including notifying client of any links to external pages (pages not on the client’s website) that point to pages that are no longer there.
- Custom Graphics Packages.
- Installation of updated web pages on the client's web hosting service.
- Updating E-mail response link on each web page to any e-mail address the client designates.
3. Online stores. The text and graphic content of the web pages will be supplied by the client. We provide e-mail/phone consultation for general Internet orientation education, Web design consultation, and helping clients learn to use the store software. Telephone long distance charges are in addition to rates quoted.
4. Web design maintenance period. If the client had SOHO Prospecting design the site, a period of minor web page maintenance to regular web pages (not store product pages) may have been included. Regardless of the date that maintenance period ended, this contract is valid beginning on the date indicated on the invoice.
5. Changes to Submitted Text. Please send us your final text. Time required to make substantive changes to client-submitted text after new web pages have been constructed or existing web pages have been modified will influence the cost of future webmaster services after this contract is up.
6. Web Hosting. The client understands that any web hosting services require a separate contract with a web hosting service. The client agrees to use a web hosting service which allows SOHO Prospecting full access to the website via FTP. The web hosting service should also feature a cgi-bin directory accessible via FTP if additional site design and development requested by client makes such a feature necessary. The client further understands that if the web hosting service's operating system is not a Linux system, standard CGI software may not work, and providing a substitute may incur additional charges. It may be that the current website needs to be moved to accommodate a feature requested by the client. These services do not include the web hosting service.
7. Notification of updates. SOHO Prospecting may recommend routine maintenance and updates to the website without it being requested by the client. Specific updates requested by the client must be submitted in the form of a written update order. Email is the preferred method, but any letters can be sent to SOHO Prospecting at the aforementioned mailing address.
8. Timely Updates. When an update to the website is requested, SOHO Prospecting and the client must work together to update it in a timely manner. We agree to work expeditiously to update the website no later than 24hours after all material required for the update is received by SOHO Prospecting from the client. SOHO Prospecting is released from any liability due to the website not being updated.
9. Cancellation of Contract. The client may cancel this contract at any time.
10. Use of Subcontractors. SOHO Prospecting reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion.
11. Disclaimer. Although SOHO Prospecting will do our best to insure that the pages are functioning, due to many aspects of maintaining a website being out of our control, it is not possible to guarantee that. Therefore, SOHO Prospecting does not warrant that the functions contained in these web pages or the Internet website will meet the client's requirements 100% of the time or that the operation of the web pages will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages and website is with client.
Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID BY CLIENT HEREUNDER. SOHO PPROSPECTING MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
12. Indemnification. Client shall indemnify and hold harmless SOHO Prospecting (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by SOHO Prospecting as a result of any claim, judgment, or adjudication against SOHO Prospecting related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by client to SOHO Prospecting (the "Client Content"), or (b) a claim that SOHO Prospecting’s use of the client’s content infringes the intellectual property rights of a third party.
13. Copyrights and Trademarks. The client represents to SOHO Prospecting and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to SOHO Prospecting for inclusion in web pages 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 SOHO Prospecting and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
14. Laws Affecting Electronic Commerce. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend SOHO Prospecting and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.
15. Copyright to Web Pages. Upon continued payment of this contract, rights to the assembled work of web pages produced by SOHO Prospecting is transferred to the client for use on one web domain. Any work copyrighted by someone other than SOHO Prospecting (including but not limited to open-source software and stock images) remain the property of their respective owners. SOHO Prospecting and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios, and to re-use source material as needed for other projects.
16. Payment of fees. All fees are pre-paid to SOHO Prospecting for webmaster services. If payment cannot be made at the time this contract is signed, the contract will not be effective until payment is made. The actual webmaster services will not be rendered prior to payment being received. All payments will be made in US funds. If a payment is not received, all webmaster services will be suspended until payment is made.
In order for SOHO Prospecting to remain in business, payments must be made promptly. If any invoiced amount remains delinquent 30 days after its due date, an additional 5% penalty will be added for each month of delinquency. In case collection proves necessary, the client agrees to pay all fees incurred by that process. This agreement becomes effective only when payment is received by SOHO Prospecting. The client agrees that for purposes of venue and jurisdiction, this contract was entered into in Camarillo, California, and any dispute will be litigated or arbitrated in Ventura County, California.
17. Legal Responsibility. The client alone is responsible for the content of the website, including but not limited to any pictures, videos, text or merchandise. SOHO Prospecting is not responsible for any items that are found to be illegal in any way.
18. Sole Agreement. The agreement contained in these terms constitutes the sole agreement between SOHO Prospecting and the client regarding webmastering services for this website. Any additional work not specified in this contract must be authorized by a written update order.19. Amendment. The parties agree that they may amend this Agreement only by a written agreement duly executed by persons authorized to execute agreements on behalf of the parties.