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(865) 282-2399    info@thesocialbrandtn.com    404 South Roan Street | Johnson City, TN 37604

The Social Brand's

Website Agreement:

We strive to be completely transparent with our customers. Listed below you will find our up-to date Website Agreement. This agreement represents the complete agreement and understanding between The Social Brand and its customers and supersedes any other written or oral agreement.

In this document, we try to write everything in plain English, and to do that we use terms like "we" and "you" a lot. "We" and "us" means The Social Brand. The Social Brand is a limited liability corporation registered in the State of Tennessee.

The "You" in this document is you, our Client.

Occasionally in this document, you will see an FYI. These are helpful tips that we offer from our experience of working with clients and seeing web projects through to completion. You will also frequently see some italicized text that designates an important point we don't want you to miss.

 

The Project

You are hiring us to complete your website according to the specific scope of work we described in your proposal. The proposed cost of the project in the proposal includes only this work.

We want you to be completely satisfied with your web design project, and we understand that sometimes changes to the project will occur. If you elect to make changes to the original scope of the project, normally additional costs will be involved.


Proposal of Services

The Proposal of Services details the work to be provided to the Client by The Social Brand, including without limitations, the deliverables and specifications, and any and all compensation to be paid for such work. If additional services are requested by the Client, the parties may enter into other such Proposal of Services signed by the parties. Notwithstanding the forgoing, the terms of any Proposal of Services entered into between the parties, shall be in addition and supplemental to the terms of this Agreement. If there is a conflict between the Agreement and any Proposal of Services, the terms of this Agreement shall be binding.


Time Frames

It is our experience that a Basic Website package takes about 6-8 weeks, Custom Website package takes about 8-10 weeks and  the Rebranding Package take about 10-12 weeks. This is a rough estimate and depends on a number of factors, including the complexity of your project, your feedback, our current workload, material availability, and programming issues that might arise.

We do have an active queue of work and we do not place your project in that queue until your initial payment has been received (see below). While we endeavor to start your project quickly, we will not begin your project until it reaches the front of our queue so that it can receive our full attention.

FYI, in our experience, your projects can often stall as we wait for materials, feedback, or approvals we have requested from you. We understand why it happens - you have a business to run, but please understand that we do too.

While we are waiting for your response, we will normally begin to work on other projects to make efficient use of our time. If you take a while to respond, it's fine with us, but it might be a few days (or possibly a few weeks) before we can get your project back into the queue.

 

Putting Your Project On Hold

We understand that projects need to be put on hold from time to time. Trust us, we get it! However, due to how our scheduling works, we plan around your project when you hire us. We set time aside for you so you can get the best possible result. So, if a project is put on hold for under 30 days - there is no issue. If a project remains on hold for over 30 days, there will be a restart fee equal to $599 or 5% of the project - whichever is higher. This fee will be required upfront to restart your project and does not apply to your remaining balance.

 

Payment Processors for eCommerce Websites

Our preferred payment processors for eCommerce websites are Stripe and Paypal. The pricing provided in all quotes is based on the Client utilizing one of these preferred payment processors. The Social Brand makes every effort to be flexible to accommodate the Client's needs in terms of utilizing other payment processors when requested, but be aware that utilizing other processors will result in additional fees for premium plugins required to integrate and the additional time for research, testing, and integration.

We have selected these payment processors because in our experience, they are the most reliable for web-based projects. If you choose to utilize a different processor for your eCommerce platform, please be aware that The Social Brand is responsible for initial integration. After the first successful test transaction, additional issues are not including in the scope of building your website. Maintenance of payment processor integration will be billed at our normal hourly rate.


Fees and Payments

In consideration of the development services to be provided hereunder, the parties agree that The Social Brand shall be paid in accordance with the Proposal of Services or any other such additional Proposals of Services executed by the parties pursuant to this Agreement.

The most economical way to pay for your project is upfront, as you receive a 10% discount. If you prefer to pay 50% upfront and pay the last 50% upon completion you will be responsible for the full price of the project. We also offer financing options in which you can break your payments up into 12 or 24 months. Payment options will be discussed during the proposal process and financing fees do apply.

The payment methods we accept are check, ACH and all major credit cards.

 

Late Payment and Collection Policy

All invoices pertaining to web hosting, security, or any work on your website are payable on receipt. If an invoice goes unpaid for more than 30 days after the invoice was sent, we reserve the right to suspend your website from public view until all outstanding bills are current. We really hate doing this, so please pay promptly.

Amounts due and unpaid shall bear an interest at the rate of twelve percent (12%) per annum. Client agrees to pay all costs of collection, including reasonable attorney's fees, as additional sums owed under this Agreement. Client further acknowledges and agrees that if a check tendered for payment is not honored by the bank for non-sufficient funds ("NSF"), it will not be re-deposited. If the bank does not clear the check, the Client will incur a fee of $35. The Client must immediately send a certified check or money order for the amount due, including the NSF fee, to The Social Brand to cover returned check. Postdated checks are not an acceptable form of payment.


Termination

This Agreement may be terminated immediately by either party upon written notice for any of the following:

(a) upon five (5) days prior written notice by either party to the other party, or
(b) if the other party defaults in the performance of any material provision of this Agreement, which default is not cured within thirty (30) days after written notice from the non-defaulting party.

 

Refunds

If you wish to cancel the project after this agreement has been executed, all payments are non-refundable. If you cancel the project at any point, you will be liable for the entire cost of the project. We really hate to get fussy about these things, so please be sure you are ready to hire us before you sign off to begin your website project.

The Design Process

PHASE 1: DISCOVERY

The Custom Website Package's Discovery phase includes 2 two-hour meetings and the Rebranding Package's Discovery phase includes 3 two-hour meetings.   During the discovery phase, The Social Brand's team will do quite a bit of research on your behalf on your competitors, keyword analysis and the traffic of your current website.

At the end of your discovery phase, you will receive a document summarizing the requirements of your project, your site map, your competitor analysis, and your keyword analysis.


PHASE 2: CONTENT CREATION

This phase involves creating all the content required for your project. Depending on the project and the package you choose, this phase will include creation of things such as:

  • Your Logo and style guide
  • The copy (words) for your website
  • Photos
  • The Videos or animated Videos
  • Custom Graphics

The Client will be required to provide feedback on each piece of the content before it is utilized in the final project. This is generally where projects get held up and time frames get prolonged.


PHASE 3: BUILDING & OPTIMIZATION

When we get to this phase of the project, you'll begin to see exciting things come together. First, we build the home page of your website. You will get to see this page and approve it prior to The Social Brand's team moving forward with the look and feel for the rest of the website or print, depending on your package.

Once we receive approval, the rest of your website will be built and your print work will be designed.

From there, we will work on mobile responsiveness, SEO optimization, and final revisions.


PHASE 4: LAUNCH

We will publish changes to your website so that it is viewable on your domain name.

Important Note: Due to the nature of the Internet, it can take up to 36 hours for a newly published website to be viewable by everyone.

Your new website will be designed for viewing on modern screens and tested for compatibility in the following web browsers: Microsoft Internet Explorer, Mozilla Firefox, Apple Safari and Google Chrome. We test on the Windows and Mac operating systems. Unless specifically requested by the client, we do not code for web browsers or operating systems older than the current release or for those in beta testing at the time the project is begun. There will normally be additional charges for this work.

 

Changes After Launch

The design project covered in the proposal of services you receive from us concludes when your website is launched. We are happy to help you with changes to your website after this point. However, any changes or modifications that were not included in the original quote, other than fixing existing bugs, will incur our hourly rate for completion.

An "existing bug" is an error in the programming we provided that existed prior to launch and affects the operation or appearance of your website.

Additional hourly fees will be incurred for future support requests such as but not limited to:

  • Your web site has issues after an upgrade to WordPress or any plugins or software you are using.
  • You add code or a plugin to your site that breaks the site.
  • You need assistance adding new plugins or features to your site that was not included in the original project.
  • A new version of a web browser has issues displaying your website properly.
  • You make changes or alterations to any part of the site.
  • Your site gets hacked or compromised and/or you lose files or data.

 

The Use of Third Party Images and Photography

If you provide us with images or photography for use on your website, securing the appropriate license to use them is your responsibility. You assume the full risk of liability for the use of those images. If you are in doubt of the licensing status of an image, contact the original artist before providing it for us to use in your design project.

You agree not to include any images on your website (like those found on Google's image search) without securing approval from the copyright holder for the image or determining that the image is in the public domain.

Certain media companies, like Getty Images, employ software that combs the Internet for websites using their images without a license. Many small businesses have received demand letters for thousands of dollars because they used a single copyrighted image, even innocently, on their websites. This is a common occurrence. Search for "Getty Images letter" and find hundreds of horror stories from small businesses.

An investment in professional photography can make a significant difference in the visual impact your website has on a visitor. We work with several photographers at varying price points should you desire this service.

If you do not have professional photography and do not desire to employ a photographer, we often utilize royalty- free images obtained from stock photo websites. The cost for licensing this stock photography is not included in the proposal and is billable on the final project invoice. We will ask for your approval before purchasing any stock photography. It's usually very reasonably priced.


Terms of Use, Policies and Other Legal Pages

Depending on the nature of your site and your location, legal pages such as Terms of Use and policy pages such as Privacy Policy, Return Policy, etc. may be required for your site by government entities, vendors or licensing agencies. It is the sole responsibility of the client to determine whether such pages are required, and the creation of such pages is not included in the Proposal of Services for your new website unless specifically itemized in the proposal. You should consult an attorney to determine your responsibilities in this matter.


Intellectual Property (Who Owns What)

Your new website will be built using the WordPress content management system (CMS). WordPress and its associated software are "open source," distributed under the GNU General Public License. We use WordPress to power your website, but neither of us "own" WordPress or the third-party plugins used to add features to your website.

When you hire us to build your website, you are not purchasing WordPress, you are retaining our services to create a customized website using the WordPress system.

The website design The Social Brand creates for you is licensed by us to you for one domain only (www.yourname.com). It may not be redistributed, resold, or modified for another domain in any way. If you would like to use your site or theme on additional domain(s), please let us know and we will provide a quote for additional licensing. We are easy to work with on this and the cost is typically minimal.

Any custom graphics, images, or photography we develop belongs to you as it is displayed on your website. If you require high-resolution versions of any images or photographs we develop (for use in print, advertising, merchandise, etc.), additional licensing may be required. And again, we are easy to work with on this.

When The Social Brand utilizes images or other content that are licensed for use on your website by a third party, that party retains ownership of the content in question according to the terms of their own license agreements. For example, if we use a stock photo on your site, you typically pay for the license to use the photo on your site but you do not own that photo. If you have questions about licensing issues like this, just ask.

During the process of creating your website, we will create various types of code, functionality, and processes. While this work is used on your website, we retain ownership of these as our intellectual property and reserve the right to use them on future websites as well. We also reserve the right to use any part of any theme we develop for in future projects.

The re-use of code and visual elements helps us serve our future clients better just as your website will benefit from things we have learned and developed in our previous projects.

Plugin Licenses and Updates

One of the great strengths of WordPress is its immense ecosystem of third-party add-on software called plugins. Many of the plugins we use are free. However, we often use premium WordPress plugins that require an annual licensing fee for ongoing updates and support.

Plugins used on your website are provided at their current software version.

We do not guarantee updates or security patches for any premium plugins used on your site if you opt not participate in our Peace of Mind Care Plan.

 

Services

WEBSITE SECURITY

The Social Brand employs basic WordPress security techniques when building your website. However, studies have shown that the most common way that hackers gain access to your website is through keylogging programs installed on the infected computers of users.

You agree to protect any computer that will log into the website by: installing and maintaining updated security software, using the most up-to-date version of your preferred web browser, keeping the operating system patched with recommended updates, and keeping versions of Flash and Java up to date if they are installed.

If your website falls victim to hackers, we are happy to help you recover. However, the process is quite time-consuming and can become very expensive. We strongly recommend selecting one of our SmartVault Services (detailed below) to protect your website. Please ask us to explain the importance and benefits of this service for your website.


Web Site Hosting Service

Pricing in our proposal assumes web hosting with our preferred hosting provider. Since using other servers usually requires a change in our workflow (and makes the project take longer as a result), there will usually be a surcharge added to your proposal.

Should you opt to select your own host, we are glad to recommend a hosting solution.

We do not recommend hosting WordPress sites on GoDaddy or Dreamhost (standard).

If you elect not to host on our server, The Social Brand cannot be responsible for the speed of your site, the performance of any of your site features, or the uptime of your site. Fixing any problems related to web hosting will be considered billable at our current hourly rate.

The Social Brand uses commercially reasonable efforts to make sites that we host available 99.9% of the time during each monthly billing cycle. If we are unable to meet this service level, you will be eligible to receive a credit to apply to future billing cycles based upon the unavailability for that month. For the purposes of this agreement, unavailability means that either your website is unresponsive, or your website returns a server error response to valid user requests for more than 60 seconds of consecutive requests.

Unavailability that is a result of scheduled maintenance is excluded from these conditions and will not be considered for service credit calculations. Scheduled maintenance is defined as maintenance that is announced at least 2 days in advance, and does not exceed one hour in any month. Typically scheduled maintenance occurs in off-peak hours (usually in the early morning).

Service credits will be calculated as a percentage of the bill for the billing cycle that the unavailability occurred. The percentage for the credit will be calculated by dividing the number of minutes of unavailability by the total number of minutes in that billing cycle. The customer must request Service credits within 7 days of the unavailability occurring.

 

Disclosure to Law Enforcement

The Social Brand will comply with any lawful court order or judicial demand for information, data or other intellectual property requested.


Domain Names

Registering a domain name for your website and paying the fee for it annually is your responsibility. We can assist in the process of registration and connecting your name to the website if you desire. You can purchase your domain name for multiple years, or renew it annually at your discretion. Just be sure that the credit card the domain registrar has on file for you is current.

The Social Brand is not responsible for suspension or loss of domain names because your card could not be billed. Any time spent reestablishing your site after a domain expires is billable at our current hourly rate. And FYI, this can be complicated to deal with.


Marketing and Attribution Link

The Social Brand reserves the right to use your project as an example in our promotional material and case studies. At the end of your project, we may ask you for a quote or testimonial video describing your experience working with us. We may also ask you to be a reference should any future clients desire to speak with people we've worked with in the past. Finally, we will place a small text link (called an attribution link) in the footer of your website that states something like "Designed by The Social Brand" and links back to our homepage.


Indemnification

The Client agrees to indemnify and hold harmless The Social Brand, its subsidiaries, contractors, employees and affiliates and each of their respective directors, officers, employees, shareholders and agents (each an "Indemnified Party") against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, "Losses") to which an Indemnified Party may become subject and which losses arise out of, or relate to the Agreement, Client's use of the Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys' fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.


Choice of Law and Forum

This Agreement, and any related Statements of Work, shall be construed in accordance with, and governed by, the laws of the State of Tennessee without regards to Conflict of Law principles. In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Agreement or in the event of a claimed breach of this Agreement, the parties hereto agree that such dispute shall be determined by arbitration conducted by the American Arbitration Association pursuant to its commercial arbitration rules. The arbitration shall be conducted in Blount County, Tennessee, unless both parties agree in writing to a different location. The arbitration award is enforceable as a judgment of any court having proper jurisdiction.


Refusal or Discontinuation of Service

The Social Brand reserves the right to refuse, restrict or terminate service to any client for any reason or for no reason at all.


Disclaimer of Warranty

THE SOCIAL BRAND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT SERVER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.


Limitation of Damages or Liability

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR HARM CAUSED BY OR RELATED TO THE CUSTOMER'S SERVICES OR INABILITY TO UTILIZE THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Notwithstanding anything else in this Master Services Agreement, the maximum aggregate liability of The Social Brand and any of its employees, agents, contractors or affiliates, under any theory of law should not exceed the amount of fees it has collected on the customer's account in the last six months.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Notwithstanding anything else in this Master Services Agreement, the maximum aggregate liability of The Social Brand and any of its employees, agents, contractors or affiliates, under any theory of law should not exceed the amount of fees it has collected on the customer's account in the last six months.

Severability

No part of this Agreement will be affected if any other part of it is held unenforceable or invalid.


Entire Agreement

This Agreement, and any Statements of Work attached, constitute the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be waived, assigned, extended, amended, supplemented or modified orally, but only by a written instrument signed by the party against whom enforcement of any such waiver, assignment, extension, amendment, supplement or modification is sought.


Modifications

This Agreement may not be changed or modified except in writing signed by the parties.


Construction

The parties acknowledge and agree that they have read, understood and have actively negotiated the terms of this Agreement, participated in its drafting and have been represented by legal counsel. Therefore, this Agreement shall not be deemed to be the product of either party and shall not be enforced or interpreted any more stringently or strictly against either party


Assignability

Neither The Social Brand nor the Client may assign this Agreement without the prior consent of the other.