Terms of Service
WISEST Website Package
We want you to love our services!
Our ideal clients will appreciate our efficient process and responsive communication.
You understand that by using our services you can save time and money.
The package you have chosen is a FULL SERVICE website service and is intended for companies and non-profits that need to ensure all digital marketing is working and producing desired results. We will still need your input and you will have responsibilities but your project manager will guide the process and ensure results.
Payment of the subscription fee must be by preauthorized credit card charge, and your subscription will automatically renew each calendar month. You will automatically be charged the applicable monthly subscription fee for each month or partial month that your month-to-month subscription is in effect.
You can stop your subscription at any time. Your services will continue until midnight of the night before your next subscription payment would have processed.
Monthly Subscription fees begin at the start of the project and recur on the same day of the every month thereafter.
Payment will occur before the launch of the website.
Sitewise will schedule the building the website at time of payment. Website launch date will be communicated by email. This means you will make payments during development stage.
Fees for hosting the website are included in the monthly subscription fee.
You can transfer your website to another hosting provider anytime.
If Cllient wishes to use Sitewise Digital to transfer Client’s website to different hosting provider, Client understands and agrees as follows
(1) Client agrees to pay the costs of preparing files and databases for transfer, on a time and materials basis, at Sitewise’s then-prevailing standard hourly rate (which is currently $65/hour).
(2) Hosting requires special configuration for the function of content management systems and features of the websites, and failure to use an appropriately configured host may result in website inoperability.
(3) NO Third party licenses are transferable. Client will need to do a website audit and obtain all necessary licenses.
One Time Project Services.
Unless otherwise specified, all invoices are payable upon receipt. Sitewise will make all reasonable efforts to complete work per Client’s requests. Sitewise Digital expects payment for services rendered. Design work is highly subjective and it is understandable that Client may want to continue developing marketing materials. Sitewise will offer a discounted rate of $50 per hour to continue working until Client is satisfied.
The grant of any license or right of copyright is conditioned on Sitewise’s receipt of full payment from Client.
If it becomes necessary to retain a collection agency or attorney for collection of unpaid amounts, Client agrees to reimburse Sitewise for any fee paid or payable to such person, firm, or entity.
Client is solely responsible for sales tax or use tax, if applicable, and sales tax is not included in the Fee and such taxes will not be paid out of or from said fee.
All fees and payments must be paid in order to continue any and all services including keeping the website live.
Client agrees to cooperate with Sitewise in providing content to Sitewise for use on the website or social media platform as requested.
Client shall comply in a timely manner with all of Sitewise’s requests for content and any other requirements in order to complete the Services.
Client acknowledges and agrees that Sitewise’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to this agreement and that any delays in Client’s performance or changes in Services requested by Client may delay delivery of the Services.
Any such delay caused by Client shall not constitute a breach of any term, condition or Sitewise’s obligations.
Client shall make available to Sitewise a designated representative (“Client’s Representative”), who shall be authorized to make binding decisions for Client.
Client understands that Sitewise shall rely upon Client’s Representative as having the authority specified in this section and that all official communications from Sitewise to Client will be addressed to Client’s Representative.
Client will at all times comply with all applicable laws, regulations, codes, or judicial or administrative orders.
Client shall not, nor authorize or permit another to, do any of the following:
(a) Transfer Sitewise account and login credentials to another person, firm, or entity without Sitewise’s consent.
(b) Distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes to or through Sitewise, its subcontractors or users.
(c) Distribute viruses or any other technologies that may harm Sitewise, its subcontractors or users, or the interests or property of Sitewise, its subcontractors or other users.
(d) Take any action that imposes or may impose (in Sitewise’s sole discretion) an unreasonable or disproportionately large load on Sitewise’s infrastructure, including but not limited to video and audio hosted on YouTube or other third party media server.
(e) Copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except as permitted by paragraph 7 below) from any Sitewise site without the prior express written permission of Sitewise and the appropriate third party, as applicable.
(f) Interfere or attempt to interfere with the proper working of any Sitewise site, service or tool, or any activities conducted on or with such sites, services or tools.
(g) Install content management modules or other software without Sitewise’s consent.
Third Party Licenses.
In providing the Services, Sitewise may use software or tools developed and provided by third parties, such as WordPress for content management, and various Plugin Software for enhancement of the WordPress platform.
More information is available at https://codex.wordpress.org/About_WordPress.
Such third party tools are made available to Client as part of the Services under the terms and conditions of their respective licenses.
Client authorizes Sitewise and its subcontractors to accept and enter into the terms of third-party licenses as necessary for the use of such third-party software and tools, for Client’s benefit.
However, such licenses extend only to Sitewise or its subcontractor, and Client’s license to use such tools will terminate automatically upon termination of Sitewise services.
Ownership and Use of Materials.
Client represents and warrants to Sitewise as follows:
(a) Client is the owner of, or has the right to authorize Sitewise to use, all information, music, artwork, text, content, and materials provided by Client or its users.
(b) the use of such Client Content does not and will not infringe any existing copyright, violate the right of privacy, or constitute the invasion or infringement of any other personal property right of any third person, firm, corporation, or other entity.
(c) no Client Content will, either in whole or in part, be an imitation or copy of or infringe upon any other material, or violate or infringe upon any common-law or statutory rights of any party including, without limitation, contractual rights, copyrights, and rights of privacy.
Except with respect to Sitewise Materials and Sitewise Software (defined below), upon full payment for the services provided and compliance with these terms of service:
(i) Client shall own, on a sole and exclusive basis, as works made for hire, the following (“Client Materials”),
(A) all Client Content (as defined in 8.1 above)
(B) all social media posts on Client’s website and social media account registrations obtained for Client’s sole benefit
(C) all domain registrations obtained for Client’s sole benefit
(ii) Sitewise hereby irrevocably assigns its rights and will cause its personnel to irrevocably assign their rights in such Client Materials to Client and, as reasonably requested by Client, execute any documents necessary for such assignment.
Client gives Sitewise the right to use, modify, copy, create derivative works of, exhibit, publicly perform, publicly display, transmit, publish, broadcast or distribute all Client Materials (a) as necessary to perform the Services, and (b) in Sitewise’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of Sitewise’s work.
Any software, algorithms, methods, processes, identifier codes or other technology developed by Sitewise or its third-party providers in connection with rendering the Services (“Sitewise Software”) will remain the sole and exclusive property of Sitewise or its third-party providers, and, alternatively, Client hereby irrevocably assigns to Sitewise any and all of Client’s rights therein, and will cooperate and assist Sitewise as may be reasonably necessary to document, secure, or register Sitewise’s ownership in such materials.
Client agrees that its homepage will at all times bear the legend: “Powered by Sitewise” Client agrees that Sitewise may put a byline on the bottom of its index web page establishing design and development credit.
Data Backup and Protection.
Sitewise is responsible for backup of web data and content before, during, and after the rendering of services with the exception of Acts of God.
All support and communication of WISEST package services will be conducted via Teamwork. Teamwork is a project management system that ensures all of our staff can see all client, staff, and third party communications. This allows us to ensure we have the most up to date information and reduces excess costs and mistakes.
WISEST clients can schedule a meeting with their project management team anytime by sending an email message via Teamwork to their team.
The parties acknowledge that in the course of the Services being provided both parties may become familiar with proprietary information of the other concerning the other’s business affairs, property, methods of operation, processing system or other information (“Confidential Information”).
Each party shall
(a) not disclose the other party’s Confidential Information without such party’s written consent and
(b) maintain the confidentiality of any Confidential Information using at least the degree of care and security as each uses to maintain the confidentiality of its own Confidential Information.
The parties acknowledge that their disclosure of any of the other party’s Confidential Information without the other’s prior written consent may give rise to continuing irreparable injury to the non-disclosing party that would not allow adequate compensation. Accordingly, the non-disclosing party shall be entitled to seek immediate injunctive relief against the breach or threatened breach by the disclosing party of any of the foregoing undertakings, in addition to any other legal remedies that may be available.
Disclaimer of Warranties.
Sitewise warrants that the Services will be provided in a workmanlike manner, and in conformity with generally prevailing industry standards.
THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF, AND Sitewise SPECIFICALLY DISCLAIMS, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.
All third party software, tools, and services, are provided on an “AS IS” basis, without warranty from Sitewise of any kind, express or implied.
Limitation of Remedies.
Client’s sole and exclusive remedy for any claim arising out of or relating to these terms of service will be for Sitewise, upon receipt of written notice not more than ninety (90) days after the purportedly deficient service, work, or other labor was performed, either
(i) to use commercially reasonable efforts to cure, at its expense, the matter that gave rise to the claim for which Sitewise is at fault, or
(ii) return to Client the fees paid by Client to Sitewise for the particular service element that gives rise to the claim.
Any such written notice must be sufficient to identify with clarity any claim or objection.
Sitewise shall be entitled to request written clarification of any claim or objection.
Client waives any claim that would allege that this remedy fails its essential purpose. In the absence of any such written notice, the quality of Services will be deemed satisfactory and shall be deemed accepted by Client and Client shall have no other claim or complaint but shall have specifically waived the same.
Limitation of Liability.
Sitewise’s LIABILITY TO CLIENT FOR ANY LOSSES OR DAMAGES, IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF THE SUBJECT MATTER OF THESE TERMS OF SERVICE SHALL BE LIMITED AS STATED IN THE FOREGOING PARAGRAPH, AND IN ANY EVENT TO THOSE ACTUAL AND DIRECT DAMAGES WHICH ARE REASONABLY INCURRED BY CLIENT.
Sitewise SHALL NOT BE LIABLE FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF DATA, LOST PROFITS, LOSS OF GOODWILL IN ANY WAY ARISING FROM OR RELATING TO THESE TERMS OF SERVICE, THE APPLICATIONS OR SERVICES, EVEN IF Sitewise HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.
Client will defend, indemnify and hold harmless Sitewise, its officers, members, shareholders, directors, employees, contractors, and agents, from and against any and all loss, liability, costs, damages, and expenses, including reasonable attorneys’ fees arising out of or in connection with
(a) Client’s performance or nonperformance
(b) Client’s breach of any covenant or representation under these terms of service
(c) any injury to anyone as a result of the negligence or intentional misconduct of Client or its users, directors, officers, shareholders, employees, affiliates, contractors and/or agents
(d) any claim which alleges that all or any part of the Client Content, or any other material posted on Client’s website and not authored by Sitewise, infringes any patent, copyright, trade secret, publicity right, right of privacy, or other proprietary right or personal right of a third party.
Relation of Parties.
The performance by Sitewise of its duties and obligations under these terms of service will be that of an independent contractor, and nothing herein will create or imply an agency relationship between Sitewise and Client, nor will these terms of service be deemed to constitute a joint venture or partnership between the parties.
The parties agree that in the event of a dispute, and within 60 days of a dispute, controversy or claim arising out of this Agreement, prior to the filing of any lawsuit, the parties will participate in at least four (4) hours of non-binding mediation before a mediator approved by the Indiana Supreme Court Commission for Continuing Legal Education.
Such mediation is a jurisdictional prerequisite to filing a lawsuit. If the parties are unable to agree on a mediator, each party shall select a qualified individual or firm, and those selected shall choose the mediator.
At any mediation session conducted pursuant to this Section, each party will be represented by an individual authorized to make binding commitments on behalf of the party and may be represented by counsel.
All fees and expenses incurred as a result of the mediation process, including without limitation the selection of a mediator, shall be shared equally by the parties, and each party shall be responsible for its own attorneys’ fees in connection with such mediation.
Any mediation session conducted pursuant to this Section shall be regarded as a settlement negotiation and governed by Rule 408 of the Indiana Rules of Evidence. This Section shall not apply to any action by Sitewise to collect payment for services rendered pursuant to this Agreement.
The parties agree that these terms of service executed in connection herewith will be governed by, construed, and interpreted in accordance with the laws of the State of Indiana. Any litigation subsequent to the required mediation shall take place in the state or federal courts located in Tippecanoe County, Indiana, and Client submits to personal jurisdiction in such courts.
If any terms in these terms of service is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of these terms of service will remain in full force and effect.
Notwithstanding any other part of these terms of service, no party shall be held responsible for any delay or failure in performance to the extent that such delay is caused by events or circumstances created by act of God, terrorist attack, or other event beyond that party’s reasonable control.
The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. These terms of service may be modified only by a written notification to all parties via email address of clients representative.
Sitewise’s contact information is as follows: Jennifer Teising, email@example.com