Custom Web Site Design :: Far Beyond Code, Inc. Master Terms of Service Agreement

Far Beyond Code, Inc. Master Terms of Service Agreement

Version 2.0

This document was posted on December 31st, 2011 and last updated December 31st, 2011.

Definitions

• "Company" refers to Far Beyond Code, Inc.
• "Client" refers to the account holder of a service provided by Far Beyond Code, Inc.
• A Business Day is any day Monday to Friday 9am to 5pm excluding United States Federal Holidays.
• "Intellectual Property" refers to copyrighted services and information provided by the "Company" to the "Client".
• Agreement refers to this agreement and any other agreement which includes this agreement.
• The Company's current hourly rate is $100/hour.
• This document is subject to change and Clients will be required to review and accept the terms of this agreement as a condition of continuing to receives the Company's services unless otherwise ammended.
• Clients will be able to review their contract at the URL provided at the bottom of this page.

Electronic Agreements & Digital Signatures

The Client agrees that electronic agreements made through the Company's web services, FAX or by Email have the same legal effect as a handwritten original physical document.

The Company may gather certain information such as the Client's IP Address, User Agent, date, name and email address to record electronic signatures. The electronic signature process will be secured through SSL encryption and email verification. It is important that the Client keep their email account private and update us with their latest contact information to prevent unauthorized signatures.

The Company is not responsible for unauthorized signatures performed by assistants or employees of the Client performing the electronic signature without the Client's permission. All collected electronic signatures will be assumed to be made with the full authority of the Client's management.

Intellectual Property Rights & Licensing Limitation

Far Beyond Code, Inc. provides the Client limited rights to continue doing business if the Client terminates services and work with a new web developer at some point.

Terms & Conditions:

• The Client's license is limited to the domain names that the Company has provided a license for and no others.
• If the Client changes their domain, they must notify the Company to update the license.
• The Client will not claim to own the intellectual property
• The Client will not remove the Company's copyright messages, links or disclaimers without permission.
• The Client will not attempt to sell or redistribute the Company's intellectual property.
• If the Client sells their business, the new owner must agree to the Company's contract.
• The Client's employees and contractors must agree to these limitations to be able to work with the web services or source code provided by the Company.
• The Intellectual Property built by the Company is proprietary and owned by the Company.
• At no time will the Client be provided with a copy of the source code and database structure.
• Clients who are paying for a design templates do not own the graphic design files.
• The Client doesn't own the ideas or results of work that they suggest in feature requests which affect the source code and database. New features may become available to all the Company's clients and we do not sign non-compete or non-disclosure agreements.
• The Client owns copywriting and graphic design files made exclusively for the Client or files that they provide to the Company. This is limited to the following file formats .jpg, .gif, .png, .fla, .psd, .ai, word processing documents and emails. These files will be provided upon receipt of full payment for the provided service within 10 business days upon request. The Company is not responsible for providing files that have become lost or corrupted and will only be responsible for making a best effort to provide the relevant files they do have.

Customization Limitations

The Company provides services that allow for limited amounts of customization.

During the design process, we may refer clients to review web sites that we haven't built or that have more content then we will provide solely to evaluate the aesthetic ideas. These web sites may have features that our service doesn't have. We will not make those features unless they are explicitedly agreed upon and factored into the price. We only reference other works to determine the general direction to go in for your project.

The features and functionality of the web site services we provide will be similar to the functionality of the Company's demo site, which is available at this URL: http://demo.farbeyondcode.com/. Some portions of the web site you receive may vary depending on whether you are a real estate business, rental business or another type of business.

A custom design includes a template that is made for the web site home page and one variation of it that is used for the rest of the pages on the web site. Additional custom designs for other pages are not included unless explicitly itemized and priced.

If a new feature is requested, the Client must discuss this with the owner of the Company (Bruce Kirkpatrick) or the request may not be honored as contractors and employees may not be fully aware of the contractual limits of the project.

If we can't satisfy your expectations within 3 revisions, then we will require additional payment to continue revising the design.

Client Review & Payment Process

Each project requires a personalized quote to ensure the Company meets the Client's needs. The Client will be asked to agree to an amount by email or verbally.

Each project will be broken up into a series of milestones for the client to review and provide feedback. Usually, there are 3 primary steps to web site projects:

1. A graphic design is provided as a non-interactive still image.
2. Then we build the interactivity and custom features according to the approved design which may be 1 or more milestones.
3. Then we load any new or provided content if this is part of the agreement.

Completion of a milestone will require an electronic signature from the Client on the Company's web site to continue to the next step in building the web site. Additional revisions after the Client's approval may cause delays or add additional expenses, however, the Company will try to be as flexible as possible to support the creative process.

Design Template Pricing

If a Client chooses a pre-existing design template for their web site, they must pay a fee. This fee is a separate charge from all other services provided by the Company. The licensing terms of each template may vary and these terms and conditions will be provided before your purchase. Unless an exception is made to the terms, the Client will never own the related graphic design files for design templates due to the nature of the discounted pricing they offer.

Hosting Fees

The hosting fee helps to cover the basic expenses of maintaining the software and hardware provided to run the web site services.

Hosting includes an account 1 primary domain, 10 domain aliases, 10 GB file and database storage, 50 GB monthly bandwidth. If the Client's usage exceeds these limits, the Company may assess an additional fee. The majority of clients don't exceed these usage limits.

Hosting fees do not include the cost of registering your domain, SSL Certificates, email or other services besides web site hosting.

Hosting the web site with the Company is mandatory since this is a subscription service.

Real estate web sites: $50/month
Additional real estate web sites: $5/month
Clients without a real estate web site, pay $10 /month per web site.

Additional Third Party Fees

If the Company has purchased links, domains, or other third party services on the Client's behalf, payment is expected before the due date to ensure continuation of those services. No links, domains or other third party services are included with the Company's hosting fee. Whenever possible, The Company will ask the Client to pay these third parties directly. Examples: Banner ads on other web sites, Google Adwords or Domain Registrations

Refund Policy

Hosting charges are always non-refundable.

Payments for services or projects that have already been completed according to the Company's agreements are non-refundable.

Payments to third party contractors and service providers are non-refundable.

If the Company issues a refund, it will be limited to incomplete or late projects. None of the work in progress will be delivered to the Client if a refund is processed. Any associated web services may also be terminated.

If the Client is willing to accept a partial refund or other arrangement, the Company may be able to provide the work in progress or continue the Company's web services.

Also, if the Company is able to cancel a third party service and receive a full or partial refund, the Company may be able to refund that amount to the Client.

Maintenance fees

If the Client needs changes on their web site, they need to request a quote. Any changes not made at a fixed project rate will be charged at the Company's current hourly rate listed at the top of this document. Please note any serious bugs / errors are usually fixed for free very quickly.

Estimated Launch Dates

The Company makes a best effort to estimate when a project will be completed. Please understand that the creative process may cause this schedule to be modified. We also can't control the amount of revisions that a client will request. Revisions require new estimations of their completion.

The Company's goal is quality, accuracy and client satisfaction after each milestone, which may take longer then expected in some cases.

The Company will notify the Client of any delays so they can make the best decisions for their business.

Contractors

The Company uses other contractors to perform various services such as copyrighting, link building, and marketing for the Client's web site. The Client agrees to let the Company give these contractors access to their web site in order to make changes to the web site or other external web sites as part of the marketing of the web site. The contractors may write articles and make posts on many web sites that will link to the Client's web site. These contractors will agree to respect the confidentiality of The Client's customers and database. The Company may allow the contractors to contact The Client directly sometimes to review the marketing plan and to research The Client's business so the contractor can write better articles.

Terminating Service / Working with other contractors

The Client must contact the Company within 2 business days of the next billing cycle to avoid non-refundable charges if the Client intends to change or cancel services.

The Client can use other professionals to make changes at any time on their web site using the tools the Company provides. Access via other means such as FTP or database logins are strictly prohibited at this time, but may be provided in the future with increased security measures. It is the Company's policy is to not share source code / database access with other developers outside our control due to security concerns.

A copy of files that qualify for ownership under our Intellectual Property terms & conditions above will only be provided to accounts that are paid in full for the initial web site cost or the entire remaining balance of a payment plan.

If the Client wishes to work with a different company at any time, they must contact the Company before the end of the month or billing period to avoid further billing.

The Company is not responsible for providing any assistance to the Client to help setup the web site at a different company upon termination.

Payment options, due dates & late payments

The Company has an automated billing system that sends the Client invoices and notificiations by email. New invoices are automatically due within 15 calendar days. If a payment is not received within 1 month of the date the Company sent the invoice, the Company reserves the right to disable the Client's web services until payment is received. The Company is not responsible for a loss of business or a lapse of service due to the Client's failure to pay on time.

The Company offers several convenient ways to pay.

The Client will be prompted to select one of these options when they view the invoice on the Company's web site.

• Send a check via snail mail.
• Auto-pay monthly via PayPal® subscription
• Auto-pay annualy via PayPal® subscription
• One time payment via PayPal®

The Company's automated billing system keeps the Client notified of status changes and scheduled payments so that they are never surprised. The Client can securely view all their invoices and past payments by clicking the link in any of the Company's automated billing notifications. The Client agrees to send their payment early to avoid service disruption.

Unsolicited Commercial Bulk E-Mail (Spam) is strictly not allowed

Spam of any kind is not tolerated by nearly all internet service providers including the Company. The Client is not allowed to buy third party lists and email them in bulk no matter the size of the list. The Company routinely monitors the email server logs and detects unusual activity. It is better to ask the Company first if the Client is unsure about the email list or how to send an email campaign in general. If the Company has to investigate and resolve an abuse situation due to the Client sending spam, the Client may be billed at the Company's current hourly rate for the Company to resolve the incident. Spam abuse affects all the Company's clients and it can't be ignored. Sending spam or other network abuse may result in a delay, deletion or termination of the Client's web services without notice.

More Legal Statements

The Client agrees to not post illegal or copyrighted materials on their web site. The Company reserves the right to terminate service or remove any information related to the violation.

The web services may not be used to sell or advertise services or products that are against the law or to host content that is inappropriate for minors under age 18.

If there are lawsuits or fines assessed due to the Client's violation of laws or agreements, the Client agrees to pay and resolve all these disputes on their own and the Company will not be held liable.

The Client will not solicit Company employees to be hired or work for the Client's company directly for the duration of their web services with us and 12 months after. A violation will result in the Client paying a one time payment of 50% fine of the employee's annual base salary to the Company.

Severability: If any part of this agreement is found to be illegal or unenforceable, the remaining parts will remain in effect.

The governing law shall be that of the State of Florida and the United States of America as applicable. If a lawsuit should arise, the exclusive venue will be Orange County Federal and State Courts.

The Company provides no guarantees regarding the placement of the Client's web site on search engines and other web sites. The Company will not be held responsible for the Client's lost business due to changes in the placement of the web site on other web sites. Changes in placement can not be used as a reason for refund or as a reason to not pay for completed services.

The Client agrees that it is acceptable that the original copy of information the Client changes or deletes when editing the web site may be permanently lost.

The Client and Company are not agreeing to be partners or participate in a joint venture. The Company reserves the right to work with other companies, even a competitor of the Client.

Security & Reliability Disclaimers

The Client agrees to not use email to send credit cards, bank information or social security numbers to anyone. Email is not a secure way to transfer this information. We don't collect your financial information, so please do not send us this information under any circumstance.

The Company can not guarantee that information stored or sent through its web services is secure at all times.

The Company makes routine backups of the Client's data to reduce the risk of data loss and long periods of downtime due to mistakes or system failures. There is a risk some data that was added since the last backup in the event of a major system failure. The Client agrees that this data loss is acceptable and won't hold the Company liable for damages for this partial data loss of data up to 24 hours old.

The Company does not guarantee that the Client's web site will be online at all times. Routine maintenance and unanticipated network downtime occur occasionally which can affect large parts of the internet or just the Client's office. If the Client notices downtime, contact the Company and the Company will help the Client figure out the problem and when service should be restored. The Client agrees that some downtime will occur occasionally.

Continuing to review this agreement

All contracts made by the Company with the Client are based on this Master Terms of Service Agreement. Our invoices include a link to this agreement and a reminder that the terms of this agreement apply to the transaction:

The URL of this document on the Internet is:
http://www.farbeyondcode.com/master-terms-of-service-2.0.html

It is the Client's responsibility to routinely keep copies of and review changes to this agreement so they understand the terms and conditions of the services they are paying us for.

Bruce Kirkpatrick
President & Web Developer
Far Beyond Code, Inc.
wwww.FarBeyondCode.com
386-405-4643

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