Terms of Service

Sitecats Web Development Terms of Service as of July 7, 2011

This Agreement is entered into on the day of purchase between the proprietor t/a Sitecats Web Development (a fictitious name) with its principal place of business located at 9 N. Main Street, Souderton, PA 18964 (“Sitecats”), and the Client

Background

Client desires to create a web site on the Internet through which it will communicate its products and services to the public.

Sitecats is experienced in designing web sites on the Internet and desires to work with Client to facilitate the design of the Web Site.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Payment Overview.  Full payment is due on an agreed schedule, usually 2-3 weeks from the initial down payment, whether you have provided the materials required for completion, or otherwise.  If you delay sending text, images or other information, payment is still required.  If loss of efficiency due to disruption of the work sequence causing extended/unabsorbed overhead occurs, a fee of 2.5% per day may be enforced at the discretion of Sitecats.  Please avoid this by paying ON TIME by your Next Billing Due Date stated on all invoices.

1a. Authorization. The above-named Client (hereinafter referred to as "Client") is engaging Sitecats Web Development, as an independent contractor for the specific purpose of designing a World Wide Web site (herein after referred to as "Web Design Project") to be published on the Client's account on an Internet Service Provider (ISP)/Web Presence Provider (WPP) computer, herein after refer to as "Hosting Service", or provided on diskette at the Client's option. The Client hereby authorizes Sitecats Web Development to access this account, and authorizes the Hosting Service to provide Sitecats Web Development and its designer, the proprietor, with "full access" to the Client's account, and any other programs needed for this Web Design Project that are included as part of the Client's service agreement/level. The Client will provide the necessary information to Sitecats in order to access the Client’s account on the Hosting Service. The Client also authorizes Sitecats Web Development to submit the completed Web Design Project to major Web Search Engines.

2. Development. Compatibility - Designing a web site to fully work in multiple browsers (and browser versions) can require considerable, extra effort. It could also involve creating multiple versions of code/pages. Sitecats Web Development represents and warrants that the web site we design for you will work in:

• Microsoft® Internet Explorer versions 7.0 and up

• Firefox 3.0 and up

While Sitecats Web Development will make reasonable efforts to design a fully-functional web site, Sitecats Web Development warrantee does not cover AOL, text-based browsers or requested special effects. In addition, you are expected to have working hardware and software to receive email and browse the web. Sitecats Web Development will not offer support on old versions of email clients and old browsers past two years old.

2a. Set Amount of Hours. Sitecats estimates the time it will take to complete your website project based on past experiences and averages out this time to create pricing. This total must not be exceeded, however if the amount of hours is approaching it’s cap based on newly introduced tasks, reworked structure by the client, or poor direction, the Client will be notified and offered a chance to purchase more time from Sitecats.  Sitecats will dedicate a set amount of hours to work on the Client’s Web Design Project based on the features requested by the client, hence forth called the Time Bank. If the Client requests customizations or changes to the design, layout, functionality or any other pre-existing component, module, template or other type of plug-in, Joomla or otherwise, including the Web Design Project itself, the Time Bank will be reduced by the number of hours the changes or customizations will take. Once the Time Bank is used, the Client may purchase more work hours from Sitecats Web Development at 87.50 per hour or all work on the site by Sitecats Web Development and any subcontractors will cease, the project will be deemed “complete” and the Client must pay the remaining balance of the amount specified by this document.

2b. Web Design Project.  The parameters of the features requested and the scope of the project are further defined on the Sitecats Sales Estimate and supporting documents and are hereby incorporated into this agreement. Any changes to the features requested will require written authorization from Client.

2c. Editorial Content.  The Client is entirely responsible for editorial content on the website. If a client cannot provide this content on the specified schedule, payment is still required. Sitecats can provide a professional freelancer who specializes in content creation, at additional cost.

3. Assignment of Web Design Project.  Sitecats reserves the right, and you hereby agree, to assign subcontractors to this Web Design Project to insure that the terms of this agreement are met as well as on-time completion.

4. Copyrights and Trademarks.  The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Sitecats for inclusion in the Web Design Project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will accept infinite legal liability for materials submitted to Sitecats Web Development for use in the Web Design Project (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client. Sitecats Web Development and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. All Web Design Projects shall contain a copyright/legal statement with a link to Sitecats Web Development’s Design Services Web Site.

5. Web Site Maintenance.  This agreement allows for minor web site maintenance to pages for the lifetime of your web site, including updating links and making minor changes to a sentence or paragraph. It does not include replacing nearly all the text from a page with new text, major page reconstruction, new pages, guest books, discussion webs, navigation structure changes, images, and/or repairs of attempted updates, including content, the installation of components, modules, patches, templates or any other plug-in of any form, Joomla or otherwise, by Client. This service is available from the date the Client's web site is available to be published to the Client's hosting service. Major page code and/or graphics changes and additions will be charged at the applicable hourly rates.

6. Completion Date.  Sitecats Web Development and the Client must work together to complete the Web Design Project in a timely manner. We agree to work expeditiously to start the Web Design Project no later than 30 days after Client has submitted all necessary materials. If the Client does not supply Sitecats Web Development with complete text and graphic content for this Web Design Project within 45 days of the effective date of this agreement, the entire deposit amount of the agreement shall be retained by Sitecats Web Development as liquidated damages and the contract shall become null and void, at Sitecats Web Development’s option, unless the Web Design Project is canceled in writing by the Client prior to 15 days of the effective date of the agreement. The Client may also be responsible for a “contract cancellation” fee of up to 1795.00.

7. Project Delivery.  The final web site design project will be published to the Client's hosting service upon receipt of final payment (or upon first payment of agreed payment plan) or delivered via diskette upon the receipt of full payment. The Client understands that Sitecats Web Development provides hosting services in connection through Sitecats Web Development. The Client agrees to select a hosting service which allows Sitecats Web Development full access to the Client's account via FTP (File Transfer Protocol). The Client will be solely responsible for any and all hosting service charges. 

7a. Hosting.  The client understands that a labor fee of $300 is required to move the site to another server other that owned or leased by Sitecats Web Development.  The client may use already paid for hosting fees toward this fee. An archive file containing the entire site and it's database will be provided to the new hosting company and they will assume full control and perform the needed configuration. Once the decision is made by the client to move hosting, Sitecats is not obligated to troubleshoot, fix, adjust or consult with the latter hosting provider on the operations of the website, assuming it was working as expected on Sitecats Web Development's servers.  Any request for Sitecats Web Development to provide phone consultation or any type of work on these servers must be negotiated and pre-paid at Sitecats hourly rate.

8. Electronic Commerce Laws.  The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Web Design Project or any other services contemplated herein, and will accept infinite legal liability for any claim, suit, penalty, tax, fine, penalty, or tariff arising from the Client's exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.

8a. Sitecats Web Development recommends downloading all of your mail onto your server. The Client agrees that the Client is solely responsible for the email storage and Sitecats assumes no responsibility for lost mail for any reason.

9. Payments.  Payments must be made promptly based on the terms of this Web Site Design Project. Sitecats Web Development reserves the right to remove any Web Design Project from viewing on the Internet until the client is up-to-date on the agreed payment plan or final payment is made. In case collection proves necessary, the Client agrees to pay all fees (including all attorney's fees and court costs) incurred by that process.  Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this agreement will be entered into Montgomery County, PA, and any dispute will be litigated or arbitrated in Montgomery County, PA, and the Client hereby consents to the personal jurisdiction of the Pennsylvania State Courts. Furthermore, the Client waives any right to or claim of sovereign immunity. Adding of Meta Tags (Description and Keywords) and the submission of the Web Design Project to Web search engines and updating occur only after the first payment of payment plan or the full final payment is made. All payments will be made in U.S. Dollars.

10. Legal Notice.  Notwithstanding anything to the contrary contained in this contract, neither Sitecats nor any of its employees or agents, warrant that the functions contained in the Web Design Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web Design Project is with the Client. In no event will Sitecats be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Design Project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitor's computer or Internet software, even if Sitecats has been advised of the possibility of such damages. Furthermore, the Client shall indemnify, defend and hold Sitecats harmless from, against and in respect of all claims, demands suits, proceedings, liabilities judgments, losses, expenses and deficiencies (including reasonable attorneys’ fees incurred in litigation or otherwise), actually assessed, sustained or incurred by Sitecats directly or indirectly, with respect to or arising out of, directly or indirectly, any misrepresentation, breach of warranty or non-fulfillment of any covenant or agreement on the part of the Client or Sitecats under this Agreement. Client’s indemnification obligation hereunder shall survive termination of this Agreement.

11. This Agreement.  This agreement constitutes the sole agreement between the proprietor, Sitecats Web Development and the Client regarding this Web Design Project. Any additional work not specified in this contract or any other amendment or modification to this contract must be authorized by a written request signed by Client and Sitecats. All prices specified in this contract will be honored for the life of the published web site after both parties sign this contract. Additional services may be added and charged to the client upon written agreement and approval of the client and Sitecats. The undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.

12. Contractor Clause  If an agency or individual (hereinafter referred to as "Agency") is commissioned by their client to perform work that is to be performed by Sitecats, a start date and expected end date of work to be performed by Sitecats must be in written form and signed by the Agency and their client before work can commence.

13. Payment Schedule.  Payment for services provided hereby shall be made in accordance with the conditions contained in this contract and the Package Price, attached hereto and made a part of this agreement hereof. Notwithstanding any prices listed in literature or on Web pages, the Client and Sitecats agree that the services described in this contract, and the Package Price, shall be completed for the total fee of the estimate, barring any cost overruns or additions requested by the Client. The Client agrees to pay to Sitecats Web Development an initial, non-refundable deposit of 50% of the estimated total upon execution of this agreement.

14. Private IP Addresses.  Internet Protocol (IP) addresses allocated to customers of Sitecats Web Development are the property of ARIN (American Registry of Internet Numbers) and its successors ("ARIN") and are allocated by Sitecats pursuant to rules and guidelines promulgated by ARIN (as established under the authority of the Internet Assigned Number Authority) and the policies of Sitecats, for no longer than the duration of the customer's service agreement with Sitecats ("IP Addresses"). Sitecats' customer ("Customer") acknowledges that the IP Addresses made available to it are the property of ARIN, and as such the Customer acknowledges it has no rights of ownership of the IP Addresses.  It should be noted that IP Addresses can be changed at any time because of the ownership by ARIN which is out of Sitecats' control.

Signing of the estimate provided via email, fax or postal mail constitutes that you have read these term and agree to abide by them fully.

John W. Ralston Jr., President

Sitecats Web Development / Sitecats.com                                                          REF060410<