Website/Web Store Design Agreement
PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
This Website and Web Store Design Service Agreement (“Agreement”) is entered into by and between 8x10designs.com, LLC, a Delaware limited liability company (“8x10designs”) and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of 8x10designs’s Website and Web Store Design and Update Services (“Service(s)” or “Design(s)”), and represents the entire agreement between you and 8x10designs concerning the subject matter hereof.
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with 8x10designs’s Universal Terms of Service Agreement, which is incorporated herein by this reference.
The terms “we”, “us” or “our” shall refer to 8x10designs. The terms “you” and “your” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits, except where specifically granted herein.
We may, in our sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not continue to use this Site or the Services. We may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your shopper account information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.
2. DESCRIPTION OF SERVICES
This Agreement applies to custom design of websites, web stores, Facebook® pages, and post-publication updates to websites, web stores and Facebook pages.
Website Design Service
Purchase of a website design includes the design of a website using the parameters specific to your plan, and as described below (“Website Design”):
• Standard Website Design includes your choice of one (1) design template, up to five (5) site pages, one (1) revision after your site is completed, and thirty (30) minutes per month for site maintenance. Unused minutes expire each month and do not roll over. Additional maintenance/update time may be purchased in thirty (30) minute increments.
• Deluxe Website Design includes custom designed elements placed into our choice of design template, one (1) standard favicon image based on your website design, logo or initials, up to twenty (20) site pages, one (1) revision during the design process, one (1) revision after your site is completed, and thirty (30) minutes per month for site maintenance. Unused minutes expire each month and do not roll over. Additional maintenance/update time may be purchased in thirty (30) minute increments.
Web Store Design Service
Purchase of a web store design includes the design of a web store using the parameters specific to your plan, and as described below (“Web Store”):
• Standard Web Store Design (Standalone) includes your choice of one (1) design template, basic setup of your first ten (10) products, one (1) revision after your store is completed, and thirty (30) minutes per month for store maintenance. Unused minutes expire each month and do not roll over. Additional maintenance/update time may be purchased in thirty (30) minute increments.
• Standard Web Store Design includes all items in Standard Web Store Design (Standalone) plus up to five (5) site pages.
• Deluxe Web Store Design (Standalone) includes custom designed elements placed into our choice of design template, one (1) standard favicon image based on your web store design, logo or initials, basic setup of your first twenty (20) products, image touchup (resizing, cropping, and lightening/darkening) of your first twenty (20) products, category and product default (placeholder) graphic, logo resizing for insertion on header and invoice pages, one (1) revision during the design process, one (1) revision after your store is completed, and thirty (30) minutes per month for store maintenance. Unused minutes expire each month and do not roll over. Additional maintenance/update time may be purchased in thirty (30) minute increments.
• Deluxe Web Store Design includes all items in Deluxe Web Store Design (Standalone) plus up to five (5) site pages.
You are solely responsible for providing your product descriptions, images, pricing and other product information, and for confirming this information before approving your web store for publication. Excluding the initial design and basic setup included in your plan, you are solely responsible for all other storefront content configuration, including configuration of tax collection methods, shipping methods, and payment methods.
Facebook Design Service
A Facebook Design may only be purchased as an add-on to an eligible Website Design or Web Store Design plan. Standard Web Store Design (Standalone) and Deluxe Web Store Design (Standalone) plans are not eligible.
Purchase of a Facebook Design includes (i) the design of a customized Facebook page intended to complement your website or web store, and (ii) fifteen (15) minutes per month for maintenance. The Facebook page is in addition to the number of site pages included in your website or web store plan. At your discretion, you may apply your fifteen (15) minutes per month of Facebook page maintenance to your website or web store.
Before we begin the Facebook page design process, you must (i) set up a Facebook account, and (ii) activate a public page from within your Facebook account. After we finish the Facebook page design process, it is your responsibility to link the Facebook page to your Facebook account. We will not perform these steps for you. Please note that your Facebook page will be built on the same hosting account (and accessible via the same control panel) as your website or web store. Accordingly, at least one page of your website or web store must be published before your Facebook page can be published.
If your Website, Web Store or Facebook page requires more updates or maintenance than what is included in your Design plan, additional time may be purchased separately (“Update Services”). Additional Update Services may be purchased and used in thirty (30) minute increments only, regardless of the actual time used. Unused time will not carry over to future updates. Once we receive your request for maintenance/updates and all necessary materials or content, we will complete the requested maintenance/updates and re-publish your site without further review. Update Services must be used within thirty (30) days from purchase. Failure to initiate your requested updates or maintenance within thirty (30) days from purchase may result in expiration of the Update Services purchased without refund or credit.
3. YOUR OBLIGATIONS
Reasonable Requests. You agree that all requests will be reasonable in nature and within the scope of the Services purchased.
Obligation to Maintain Subscription. All Services, including any free products or services included in your plan, must be associated with a specific website or web store at the time of purchase and are not transferable to other accounts, websites or web stores thereafter. Provision of all Services, including any free products or services included in your plan, is dependent upon your active subscription to the Services. Failure to maintain your account in good standing will result in termination of any outstanding or pending Services, including any free products or services included in your plan, without refund or credit. Recurring billing for your Services plan will begin on the date of purchase.
Provision and Timing of Design Services. After your initial purchase of a Website or Web Store Design plan, you will be required to (i) complete an interview form, and (ii) submit your content in the Design Manager. Upon completion of the interview form, we will create an optional “Coming Soon” page for your site, which is available on all plans except the Standard Web Store Design (Standalone) and Deluxe Web Store Design (Standalone) plans. Upon receipt of all of your content, we will begin building your Website or Web Store.
Submission of Content. You are responsible for submitting all copy, images, and other content for your Design. All provided content should be copies and not the originals. You agree to respond to any request for content, feedback or approval within ten (10) days. All content must be submitted electronically and we will not return any materials you provide. Arrangements may be made for the delivery of files that are too large to be transmitted electronically, but additional fees may apply and the quoted completion date may be extended. We may in our sole discretion, require you to re-submit images if we determine that the images are not of high enough quality. We will not begin work on your Design until all requested materials and assurances of rights have been received from you. It is your responsibility to maintain independent back-up copies of any materials you submit. We expressly disclaim any liability or responsibility for any loss, damage or destruction of any content or materials you submit.
Automatic Publication. Within ten (10) days of receiving notice that your Website or Web Store is ready for review, you must either (i) provide us with your revisions, or (ii) notify us that you have no revisions. If you fail to take either such action within ten (10) days, your Website or Web Store will be published on your behalf without further review. Any time after publication, you may elect to de-publish your site by changing to the “Coming Soon” page option.
Included Maintenance. It is your responsibility to initiate your included maintenance each month through the Design Manager. Once we receive your request for maintenance/updates and all necessary materials or content, we will complete the requested maintenance/updates and re-publish your site without further review.
Completion of Service. Publication of your Design is acknowledgement of your satisfaction with the Services provided to date and releases us from any obligation for further revisions or alterations at that time or until the next month of maintenance or purchased Updates are initiated. You also acknowledge and agree that once your Design is published, you will not be entitled to any credits or refunds for any reason including, but not limited to, dissatisfaction with your Design.
Maintenance Downgrade. Once you have maintained your Services subscription for a full twelve (12) months, you may contact us to downgrade to a plan that does not include any minutes for monthly maintenance. If you downgrade your plan, you may either (i) update your Design yourself using our control panel, or (ii) purchase Update Services in thirty (30) minute increments. After downgrading, if you wish to return to a plan that includes monthly maintenance minutes, you will be required to commit to a plan no less than six (6) months in duration.
Cancellation Policy. Failure to complete the interview form or submit content for your initial Design within six (6) months of purchasing your plan may result in the cancellation of your Service. If we have not commenced any work on your Design at the time of cancellation, you will be eligible for a refund of the fees associated with the remaining time left on your plan.
Failure to provide any other requested content, feedback or approval within thirty (30) days of our request also may result in cancellation of your Service. If we have commenced work on your Design (which means any commencement of the creative process), you may be eligible for a refund of the fees associated with the remaining time on your plan, but you will be charged for the work completed to date, plus a cancellation fee at the following rates:
Standard Website Design – $525.00
Deluxe Website Design – $1500.00
Standard Webstore Design – $2300.00
Deluxe Webstore Design – $3900.00
Update Services – Fees paid are non-refundable
Any unfinished Designs at the time of cancellation may be archived and may require additional activation fees to recover.
Reasonable Expectations. We strive toward providing Services that meet your expectations. However, we do not guarantee expectations will be met if requests are unreasonable or unable to be completed within the scope of the Service.
Your Delay. Our completion of the Services depends upon your timely feedback and approval in the Design Manager within your account. We are not responsible for additional fees, time, or expenses incurred because of delays caused by your lack of or untimely response, feedback or approval, including your failure to initiate the design process.
Limits on Content. We reserve the right to refuse any direction to create a Design that exploits children, contains pornography or other tasteless images, contains copyrighted or trademarked materials of others or infringes on the intellectual property rights of another, harasses, defames or slanders another, or for any other reason that we, in our sole discretion, decide.
No Obligation to Back-Up. We have the right, but not the obligation, to back up or archive your Design before delivery or in the event of cancellation.
Limitations on Design Services. The following services are not included in any of the initial Design plans, but may be purchased separately as Updates: (i) any revisions beyond the revisions included in your applicable Design plan; (ii) illustration or custom graphics, such as category graphics; and (iii) photo manipulation services, such as cutting the image out from the background, adding shadows, cleaning up the image from dust and scratches, making images a uniform size, and adjusting levels/brightness to match. The following photo manipulation services are not available, even as Updates: Color correction or making a low-resolution image a higher resolution.
Integration with Hosting Platform. Websites and Web Stores designed by us are built on and integrated with our hosting platform, and any attempt to migrate or otherwise transfer any such website or web store to another hosting provider is a violation of this Agreement.
No Endorsement. We do not endorse any of the Designs built using the Services, and expressly disclaim any and all liability or responsibility regarding the same.
Security of Account. You are responsible for maintaining the security of your account. You are also solely responsible for the activity that occurs on your account, whether authorized by you or not. You must keep your account information and passwords secure. We expressly disclaim any responsibility or liability for any unauthorized use of or access to your account.
5. GENERAL RULES OF CONDUCT AND RESTRICTIONS
Websites. In addition to Section 4 (General Rules of Conduct) contained in the Universal Terms of Service Agreement, you acknowledge and agree that you shall not use the Services in a manner, as determined by us in our sole and absolute discretion:
• To display or advertise pornographic, X-rated, sexually explicit, adult-themed, or otherwise tasteless materials, images, products or services (including, but not limited to, clothing, accessories, novelties and toys and/or massage, dating, escort or prostitution services); or
• That uses pornographic, X-rated, sexually explicit or adult-themed keywords or images in video names, descriptions or listings.
Web Stores. You are responsible for ensuring that any product posted for sale in your Web Store is in compliance with all applicable laws and regulations where your items can be purchased. We reserve the right and sole discretion to determine whether the sale of any particular item is illegal or otherwise prohibited, and to ban the sale of any prohibited item(s) and/or cancel your Web Store Service. Prohibited items include, but are not limited to, the following:
• Alcoholic beverages, tobacco, tobacco products, controlled substances, illegal drugs (including items used to manufacture controlled substances and illegal drugs), drug paraphernalia, prescription drugs, medical devices, miracle cure products;
• Firearms, ammunition, weapons, stolen goods or property, items that encourage, promote, facilitate or instruct others to engage in illegal activity;
• Offensive material, hazardous items or substances, items that contain hazardous substances, items not permitted for mailing per USPS Publication 52, living creatures, illegal wildlife products, pesticides, regulated plants and seeds;
• Gambling or items used for gambling, electronic surveillance equipment, unauthorized satellite broadcasts or signals, telephone services (including phone cards);
• Movies, promotional media, recopied media, resale software, resale video games, resale tickets, copied coupons, resale gift cards, membership clubs, rights of publicity, unauthorized celebrity images, unauthorized trademarked items or replicas of trademarked items, items that infringe upon an individual’s privacy;
• Domain names, real estate, credit or debit cards, Government IDs, licenses, uniforms, products that have been recalled by the Consumer Product Safety Commission.
Facebook Pages. You acknowledge and agree that you own or have secured all rights necessary to copy, display, distribute, deliver, publicly render all content on your Facebook page to Facebook users in all countries where you make such content available. You also acknowledge and agree that you shall not use the Services to create a Facebook page that promotes, provides content reference, facilitates, contains, or uses any of the following:
• Alcohol-related content, or sale of tobacco products, ammunition or firearms;
• Content that infringes upon the rights of any third party, including intellectual property rights, privacy publicity, moral or other personal or proprietary rights, or that is deceptive or fraudulent;
• Gambling, including without limitation, any online casino, sports books, bingo or poker;
• Illegal activity or illegal contests, pyramid schemes, sweepstakes or chain letters (if you run, reference or facilitate a legally permissible sweepstakes, contest or other promotion, you are subject to Facebook’s Pages Terms; or
• Content that is hateful, threatening, defamatory, pornographic, incites violence, or contains nudity or graphic or gratuitous violence.
6. OWNERSHIP OF CONTENT AND DESIGNS
By submitting content for your Design to us, you grant us an unrestricted license (i) to use the content for the purpose of creating your Design, and (ii) to display screenshots of your Design online, in marketing materials, or in any other manner we desire.
Except for the content provided by you, Designs created on your behalf by us belong to us, and all such Designs and copies are subject to copyright, trademark, patent, and other intellectual property laws of the United States and foreign countries. We grant you an unrestricted license to use the Design created for you so long as your Services subscription remains active and in good standing. Cancellation of your Services subscription terminates your license to use the Design created for you.
You agree to prevent any unauthorized copying of your Design. Unless otherwise specifically provided in this Agreement, no right or license under any copyright, trademark, patent, or other intellectual property right or license is granted by this Agreement. We reserve all rights not expressly granted herein.
7. OTHER PRODUCTS AND SERVICES
The Services may include access to other of our products and services, such as (i) Email, (ii) Search Engine Visibility, (iii) Site Analytics, (iv) SSL, and (v) Quick Shopping Cart.
If your Design plan includes an Email account and/or SSL Certificate, it will be your responsibility to set up those services.
If your Design plan includes a Quick Shopping Cart, we will set up that product for you as part of our Service. Your electronic acceptance of this Agreement signifies that you have also read, understand, acknowledge and agree to be bound by the Quick Shopping Cart Agreement, which is incorporated herein by reference.
If your Design plan includes Search Engine Visibility and/or Site Analytics, you may make a request in the Design Manager for us to set up those services for you in conjunction with your Design. If you make that request, then your electronic acceptance of this Agreement signifies that you have also read, understand, acknowledge and agree to be bound by the Search Engine Visibility Service Agreement and the Site Analytics Service Agreement, both which are incorporated herein by reference. To facilitate the set up of these additional services, you will be required to fill out an electronic worksheet providing the necessary information, setup and details for configuration before we can complete the set up. Our set up and configuration of these services will use one month (one 30-minute block) of the free maintenance included with your Design plan. Once set up and configured, continued monitoring of the Search Engine Visibility and Site Analytics services will be your responsibility.
8. THIRD PARTY IMAGES AND SOFTWARE
Definitions and Scope. As part of the Services, you may be allowed to use certain (i) photographs, illustrations, or other images (“Images”) and/or (ii) software, widgets, or other applications (“Software”) developed, owned, or licensed by third-party providers as we may contract with from time to time. If the Images/Software are accompanied by or require consent to a license agreement from the third-party provider, your use of the Images/Software is subject to the terms and conditions of such license agreement, which are in addition to (not in lieu of) the terms and conditions of this Agreement.
Terms and Conditions Applicable to all Images/Software. You acknowledge and agree that (i) the Images/Software have not been sold or distributed to you; (ii) you may use the Images/Software only as part of the Services; (iii) you may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Images/Software; and (iv) you may not modify, reverse-engineer, decompile, disassemble, reverse compile, create derivative works of or attempt to derive the source code from the Images/Software.
Privacy. We may provide your personal information to third-party providers as required to provide the third-party Images/Software. We reserve the right to modify, change, or discontinue use of the Images/Software at any time, and you agree to cooperate in performing any steps necessary in connection therewith.
Limitations. We make no representations or warranties about any third-party Images/Software offered in connection with the Services, and expressly disclaims any liability or responsibility regarding the same.
Indemnification. You acknowledge and agree that you will protect, defend, indemnify and hold harmless us from and against any and all claims imposed upon or incurred by us directly or indirectly arising from your use or misuse of any third-party Images/Software. You acknowledge and agree that the providers of the third-party Images/Software are third-party beneficiaries to this Agreement for purposes of enforcing only their rights under this Agreement.
Additional Terms and Conditions Applicable to Fotolia. You acknowledge and agree to Fotolia’s Terms and Conditions of Use.
Additional Terms and Conditions Applicable to MapQuest. You acknowledge and agree that you will not (i) record, save, archive, store, create a database of or otherwise copy in any manner any map or driving directions (or any portion thereof) other than as may be necessary to generate such map or driving directions to view and print them on a temporary basis; (ii) sublicense, lease, rent, assign, distribute, repackage, rebrand, or otherwise transfer or disclose any map or driving directions to any third party; or (iii) cause, assist or with knowledge permit any third party to do any of the foregoing.
Additional Terms and Conditions Applicable to eBay. You acknowledge and agree that you will comply with the eBay Developers Program & API License Agreement. You acknowledge and agree that eBay owns all rights in the Developers Program intellectual property as described in the Developers Program & API License Agreement.
9. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this Agreement are for convenience and ease of reference only and shall not in any way be utilized to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
10. DEFINITIONS; CONFLICTS
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.