MyWebMedia LLC (herein referred to as “WebMedia”) agrees to furnish to the party ordering services and/or products (“Buyer”), including but not limited to website development, hosting, consultation, research, and other services provided by WebMedia (“Web Solutions”) in connection with sale or use of Web Solutions provided to Buyer are subject to the following terms and conditions. Buyer agrees that no other terms and conditions, including those of any purchase order issued by Buyer, shall apply unless explicitly incorporated herein.
Buyer will be deemed to have accepted this Agreement when Buyer places order for products or services and WebMedia has confirmed and/or received payment for the said order. WebMedia reserves the right to accept or reject any order for products or services. This Agreement, and all exhibits, riders or limited warranties attached hereto, is intended to be the exclusive and final statement of the terms and understandings relative to the subject matter hereof, merging herein and superseding all negotiations and prior written or oral agreements between the parties as to the subject matter of the purchase of the products or services.
Either party to this agreement may terminate this agreement at any time for any reason. In the event that WebMedia terminates this agreement prior to completing the services contemplated by this agreement, it will refund any fees paid to it for any service not yet delivered.
Web development project prices are at a discounted price and paid in full, up front, for all projects under $2,500. Payment shall be made immediately in full by Buyer when services or products are ordered as pre-payment, either using a credit card online or by phone. For existing customers, a purchase order or annual service agreement may be established at WebMedia’s discretion, with payment due on receipt of invoice, or as stated in the annual service agreement. Failure to make prompt and full payment here-under constitutes a material breach of this Agreement and affords WebMedia the right to suspend its performance without liability to Buyer and to cancel this Agreement and any purchase orders. Buyer has no right of set-off. If full payment is not made when due, WebMedia shall be entitled to charge Buyer a 10% late fee, with an additional interest on any amount unpaid at the rate of 1.5% per month, until WebMedia receives payment in full. Buyer agrees to reimburse WebMedia for any and all expenses WebMedia may incur, including reasonable attorney’s fees, in taking any action contemplated by this Paragraph.
Each of Marketing Solutions is a result of our intellectual property experience and achievements. In the event that you choose to take over a Marketing Solution as your own property, you are in fact purchasing the rights to the code. Following are fees to different levels of access within your specific website and a potential cost to own those rights of your own use and profit.
For CMS websites such as WordPress and Joomla $200 for Contributor access – has no publishing or uploading capability, but can write and edit their own posts until they are published $400 for Author access – can write, upload photos to, edit, and publish their own posts.
In order to receive above access Client must have completed a 6 month SEO program with WebMedia and includes a bit of mentor-ship for them to take over SEO of their website.
$600 for Administrator access – nothing is off limits and comes with great responsibility and care by Client. This access is really discouraged and usually only comes when a Client is choosing to move their site to another hosting company. Client understands that unless they have purchased a custom solution or custom template we are in fact giving over rights to our proprietary technology and expect compensation for this.
$200 for zipping all files and sending to Client which is an additional fee to a custom site and/or administrative access fees to an existing website.
Buyer will pay for work performed by WebMedia regardless of the results of services or the quality of products.
(A) WebMedia WARRANTS FOR A PERIOD OF 30 DAYS COMMENCING ON THE DATE OF DELIVERY THAT THE PRODUCTS MEET OR EXCEED THE WRITTEN SPECIFICATIONS SET FORTH ON WebMedia ORDER ACKNOWLEDGEMENT AND ARE FREE OF MATERIAL DEFECTS. BUYER’S EXCLUSIVE REMEDY IN CONNECTION WITH THESE EXPRESS WARRANTIES IS THE REPAIR OR REPLACEMENT OF THE PRODUCTS OR, AT WebMedia’S OPTION, A REFUND OF THE PURCHASE PRICE, IF ANY, ACTUALLY PAID BY BUYER.
(B) WebMedia MAKES NO WARRANTY AS TO RESULTS TO BE OBTAINED BY BUYER FROM THE USE OF ANY SERVICES AND/OR PRODUCTS AND/OR FACILITIES PROVIDED BY WebMedia UNDER THIS AGREEMENT, AND THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WebMedia ACCEPTS NO RESPONSIBILITY, AND BUYER SHALL HOLD WebMedia HARMLESS, FOR ANY LOSS OR DAMAGES ALLEGEDLY ARISING OUT OF THE END USE OF ANY PRODUCTS OR SERVICES BY EITHER BUYER OR ITS CUSTOMERS OR USERS.
(A.) WebMedia shall not be liable, by reason of its performance under this agreement, for any loss of profits, claims against Buyer by any third party, or consequential damages even if WebMedia is advised of the possibility of such loss, claims, or damages. Buyer agrees that WebMedia’s liability hereunder for damages, regardless of the form of action, shall not exceed the total of all charges paid by Buyer for the particular services rendered.
(B) Buyer agrees that WebMedia shall incur no liability to Buyer or to any third party for any loss, cost, claim, or damage, either direct or consequential, arising from WebMedia’s delay in performance or failure to perform services pursuant to this Agreement.
(C) WebMedia shall incur no liability to Buyer or to any third party for loss or destruction of or damage to any data, equipment, or other property brought upon WebMedia premises by Buyer or delivered to WebMedia or its independent contractors/sales representatives by Buyer in connection with this Agreement. Buyer accepts all liability for risk of loss to any and all such property.
(D) Any proceeding or dispute relating directly or indirectly to this Agreement shall be submitted to final and binding arbitration before the Judicial Arbitration and Mediation Service (“JAMS”) before a single arbitrator. The arbitrator shall have expertise in the subject matter of the dispute. The arbitration process including the selection of an arbitrator, exchanges of requests for information, and the arbitration hearing shall be completed within ninety (90) days following the initiation of arbitration. The actual arbitration hearing shall be limited to no more than two (2) days, and the arbitrator shall issue a written opinion specifying the reasons for the decision within ten (10) days following the arbitration hearing. Judgment upon any arbitration award may be entered in San Diego County Superior Court of California. This provision will be self-executing, and in the event anyone fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding such failure to appear. In the event of any litigation or arbitration here-under, the arbitrator or court shall award costs and reasonable attorney’s fees to the prevailing party. The parties agree that any breach of the obligations under this Agreement which is otherwise not subject to remedy by monetary damages that will cause irreparable harm will be entitled to injunctive relief and other forms of equitable relief in addition to all other remedies provided in this Agreement or available at law, in any court of competent jurisdiction. This dispute resolution requirement shall survive termination of this Agreement. Any claim must be submitted to arbitration within the earlier of twelve (12) months of termination of this Agreement or twelve (12) months from the date of discovery or shall be void. The venue for arbitration shall be San Diego, California. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
(A) Each party agrees to indemnify, defend, and hold harmless the other party, its officers, employees, and agents, from and against any and all liability, loss, expense, attorney’s fees, or claims for injury or damages arising out of or in connection with this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorney’s fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the indemnifying party, its officers, agents, or employees.
(B) Buyer expressly understands and agrees that WebMedia is solely retained for the purpose of developing Web Solutions for Buyer. Buyer further expressly understands and agrees that WebMedia offers and expresses no opinion of any kind whatsoever as to the fitness for any particular use of any Web Solution created for Buyer. Buyer agrees to defend and indemnify WebMedia from and against any liability, loss, expense, attorney’s fees, or claims for injury or damages arising out of or in connection with any claims that the Web Solution created for Buyer was or is not fit for the use to which Buyer put said Web Solution.
(C) The parties specifically agree that WebMedia’s limit of liability for any alleged breach of this agreement, whether sounding in tort or contract, shall be the total amount paid to WebMedia, or 500 US dollars, whichever is less. In the event that WebMedia is named in any action related to the services performed hereunder, the client agrees to defend and indemnify WebMedia against any and all such claims.
The sale of products and services covered by this Agreement shall not confer upon Buyer any license or right under any patents, trade secrets, or other proprietary information owned or controlled by WebMedia, or the right to otherwise utilize such proprietary information, it being specifically understood and agreed that all such rights are reserved to WebMedia.
WebMedia shall have the unrestricted right to use for its own purposes, including publication, any data or information that it may develop in connection with or as a result of performing the services described; however, all results will remain anonymous.
No form of the names “WebMedia” or its services shall be used in any form or manner in advertisements, reports, or other information released to the public without the prior written approval of WebMedia.
The parties to this Agreement shall be and remain at all times independent contractors, never being the employee, agent, representative, or sponsor of the other in their relationship under this agreement.
No claim or right arising out of a breach of this Agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. If any term, covenant, warranty, remedy, or condition of this Agreement, or the application thereof to any person or circumstance, shall, to any extent, be held or deemed invalid or unenforceable; the remainder of this Agreement or the application of such term, covenant, or provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby, and each remaining term, covenant or provision of this Agreement shall be deemed valid and enforced to the fullest extent permitted by law.
WebMedia shall have no liability or obligation to Buyer of any kind, including, but not limited to, any obligation to deliver products or provide services, arising from any delay or failure to perform all or any part of this Agreement as a result of causes, conduct, or occurrences beyond WebMedia’s reasonable control, including, but not limited to, commercial impracticability, fire, flood, earthquake, lightning, storm, accidents, act of war, terrorism, civil disorder or disobedience, act of public enemies, problems associated with transportation (including car or truck shortages), shortages of energy or raw materials, acts or failure to act of any state, federal, or foreign governmental or regulatory authorities, labor disputes, strikes, or failure of suppliers to make timely deliveries of materials, goods, or services to WebMedia.
The rights and obligations of Buyer under this Agreement shall not be assignable without the prior written consent of WebMedia. This Agreement shall not be modified, altered, or amended in any respect except by a writing signed by the parties.
This Agreement and all claims and causes of action shall be governed by and subject to the internal laws (exclusive of the conflicts of law provisions) and decisions of the courts of the State of California. The sole and exclusive venue for all claims and causes of action between the parties shall be via arbitration with JAMS in San Diego, California.
These terms and conditions constitute the entire understanding of the parties respecting the subject matter hereof and supersedes any prior understanding or agreement between them, written or oral, regarding the same subject matter, unless both parties have engaged in an agreement that supersedes this. To the extent that the parties have entered into an annual service agreement, the annual service agreement is considered to be an addendum to these terms and conditions. In the event of an ambiguity between these terms and conditions and any annual service agreement, these terms and conditions shall govern the relationship between the parties.