Services Agreement

This Managed Web Services Agreement (the Agreement) governs your (Customer or Party) purchase and use of Managed Web Services (Services) from This Web Developer (TWD, Party, or collectively Parties). By purchasing or utilizing Services from TWD, Customer agrees to these terms and conditions.

Term. This Agreement will commence on the date of Customer purchase of Services (Effective Date) and will remain in full force and effect until terminated by either Party in accordance with this Agreement.
Payment. TWD charges Customer for Services upon Customer’s initial purchase of Services. TWD will then charge Customer monthly on the same date thereafter until this Agreement is terminated by either Party. Payment may be made through credit card or PayPal. No other forms of payment are accepted. TWD reserves the right to change the monthly rate amount for Silver Plan Customers. Gold or Platinum Plan Customers will not receive a rate adjustment so long as they maintain continued Service in Gold or Platinum Plans. Continued Service means that the Customer makes a monthly payment to TWD every month for its Gold or Platinum Plan without any stoppage. All sales are final and no refunds are allowed.
Scope of Services. TWD is responsible to perform only the Services described below based on the plan the Customer purchases. Any additional services discussed or implied that are not defined explicitly below will be considered out of the scope.
- Silver Plan
  - Basic Site Maintenance
    - Updates to the core, themes and plugins
    - Does not include custom web development or any additional services, including, but not limited to: updates to pictures, updates to text, miscellaneous content changes, new designs or plugins. The additional services may be purchased at an hourly rate. TWD will provide a quote for such additional services prior to commencement.
  - Monthly Backups
  - Monthly care, Plugin & Theme Updates
  - Monthly Security Threat Analysis
  - Daily Uptime Monitoring
  - Monthly Website Health Reports
- Gold Plan – everything from the Silver Plan plus:
  - Daily Backups
  - Bi-Weekly Core, Plugin & Theme Updates
  - Weekly Security Threat Analysis
  - Hourly Uptime Monitoring
  - Weekly Website Health Reports
  - 1 Hour of Dedicated Developer Work (Includes any aesthetic, text, or plugin-based work. Excludes any custom code work).
  - 10% Discounted Hourly Rate $95.00/hr$85.50/hr
  - Rate Lock
- Platinum Plan – everything from the Gold Plan plus:
  - Disaster Recovery
    - A Fully Hosted Live Backup
    - Error Resolution: errors related to hosting, core, plugin, theme, and content of the Customer’s website(s), to the extent the website(s) have not been altered by an outside third party
    - Restoration of Live Site
  - 24/7 Ready to Launch Backup
  - Daily Backups
  - Weekly Core, Plugin & Theme Updates
  - Daily Security Threat Analysis
  - Uptime Monitoring Every 5 Minutes
  - Weekly Website Health Reports
  - 2 Hours of Dedicated Developer Work (Includes any aesthetic, text, or plugin-based work. Excludes any custom code work).
  - Maintenance Hours Roll Over up to 2 months of unused time
  - 20% Discounted Hourly Rate $95.00/hr $76.00/hr
  - Rate Lock
Warranty Limitations. TWD is not responsible for (i) any changes made to the Customer’s website(s) by third parties; (ii) third party plug-ins that become inoperable as a result of changes to the website; (iii) Customer’s website(s) that have been compromised, hacked, or otherwise infected prior to the Effective Date of this Agreement; (iv) incorrect changes made by TWD to the Customer’s website(s) to the extent that the changes were made in accordance with Customer’s instructions; and (v) plugins that are not supported in updated versions of WordPress, where the plugin provider ceases to provide compatible updates.The Services are provided “As-Is” without warranty of any kind. To the extent permitted by law, TWD disclaims all other warranties, remedies, and conditions, whether oral or written, statutory, or implied, as permitted by applicable law. TWD’s cumulative liability to Customer for any loss or damage resulting from any claims, demands, or actions arising out of or relating to any Services will not exceed the amount paid for such Services over the prior 12 months preceding the claim. In no event will TWD be liable for any direct, special, indirect, incidental, exemplary, punitive or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence, strict liability, tort or under any other legal theory.
Customer Responsibilities. The Customer is responsible for (i) providing TWD with access to Customer’s website(s) for the purpose of providing Services; (ii) providing clear and accurate information to TWD on any requested changes to the Customer’s website(s); (iii) compliance with all local, state, and federal laws including with regards to the use of intellectual property; (iv) ensuring that any text, graphics, designs, trademarks, or other content provided to TWD (collectively Customer Content) is owned by Customer or Customer has the right to utilize such content.
Indemnification. Customer will defend, indemnify and hold harmless the TWD officers, directors, and employees (TWD Indemnitees) from and against all claims, damages, losses, liabilities, reasonable costs and expenses (including reasonable attorneys’ fees) arising out of a third party claim against a TWD Indemnitee alleging that Customer Content infringes or misappropriates the intellectual property rights of a third party. TWD must provide Customer with prompt notification of such claim.
Proprietary Rights. Customer agrees that TWD has and claims various proprietary rights in the Services, and that Customer will not cause those rights to be violate either directly or indirectly. TWD owns and reserves all right, title, and interest in the Services, as well as any suggestions made to TWD.
Termination. Either Party may terminate this Agreement with 30 days advance notice to the other Party. This Agreement may be terminated by TWD (i) immediately if Customer fails to make any payment required under this Agreement, or (ii) Customer fails to cooperate with TWD or otherwise deters TWD’s ability to provide the Services under this Agreement.
General.
- 9.1 Excusable delays. TWD will use commercially reasonable efforts to deliver all Services ordered as soon as reasonably practicable. In the event of interruption of any delivery due to causes beyond TWD’s reasonable control, TWD has the right to delay or terminate the Services with reasonable notice.
- 9.2 Force Majeure. Neither Party will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond the Parties’ reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
- 9.3 Independent Contractors. The Parties are independent contractors. Neither Party, nor any of their respective affiliates, has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
- 9.4 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
- 9.5 No Waivers. The failure by either Party to enforce any provision of this Agreement will not constitute a present or future waiver of the provision nor limit the Party’s right to enforce the provision at a later time.
- 9.6 Severability. This Agreement is contractual and not a mere recital. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect.
- 9.7 Governing Law; Venue. The laws of the state of California, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between the Parties.
- 9.8 Entire Agreement. This Agreement represents the entire agreement between the Parties. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal, regarding the subject matter of this Agreement. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the Parties to this Agreement.