Terms of Service Agreement.

BusinessOnWWW LLC offers various services to you, our Client and your End Users, through our website (https://www.businessonwww.com), all of which are conditioned on your agreement to adhere to the following Terms of Service without modification of any kind. Your use of the Service and/or your registration with us constitutes your agreement to these Terms of Service. Any changes that are made to these Terms of Service will not apply retroactively and will not apply to disputes or events occurring before the change is published. You are responsible for reviewing these Terms of Service on a regular basis. These Terms of Service apply to all visitors and all who access our website or Service.   

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.

We respect the privacy and security of our Users. You understand that by using our Service, you give consent to the collection, use and disclosure of our personally identifiable information as well as any non-personally identifiable information, as described in more detail in our Privacy Policy.
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

1. Deadlines and Correspondence.
   Dina Rudenko, Managing Member, will be Contractor’s primary contact person for Client and he/she will provide Contractor with everything that is needed to complete the project including text, images and other information as and when it is needed and in the format that is required. This primary contact person shall review Contractor’s work, provide feedback and sign-off approval in a timely manner too. Contractor will work with this primary contact person to set mutually agreeable deadlines. Client acknowledges that any delays by Client in supplying materials, approvals, or sign off could cause delays in the project deadlines by Contractor.

All requests, questions, and correspondence shall be conducted by e-mail—this ensures that both parties both have a time line record of all correspondence. Both parties agree to check e-mail regularly and respond to any questions or issues that may arise in a timely manner, preferably within 24 hours.

2. Scope of the Project.
   A completely custom website will be developed for Client. The goal of this website is to provide Client with an online presence and to provide current and prospective customer vital information about Client’s business operations.

The scope of the Project includes 10 page(s) website for the Standard Package. Project development and completion would take 4 weeks from the date when all digital materials including images and pages content received from client. The scope of the Project includes 15 page(s) website for the Premium Package. Project development and completion would take 6 weeks from the date when all digital materials including images and pages content received from client.
The scope of the Project includes 20 page(s) website for the Standard Package. Project development and completion would take 8 weeks from the date when all digital materials including images and pages content received from client.

The design process consists of five (5) phases:
1. Concept
2. Design
3. Website Development
4. Testing
5. Delivery.

In the Concept Phase Client will provide information about their business and their needs in a website. Client will deliver to Contractor all digital images and text for the website. Contractor will put together a plan for the website, a list of all main topic areas of the site as well as determine what functionality should be implemented.
In the Design Phase Contractor will create digital artwork for the outlined web pages, integrate the images and text, and incorporate Client’s company logo and brand colors.
In the Website Development Phase Contractor will determine what technology will be used to develop a website. Contractor use the following technologies: CMS such as WordPress, HTML5, CSS3, JavaScript, JQuery, PHP. Contractor will determine what framework, libraries, plugins will be implemented into fully–functional website.
In the Testing Phase Contractor will check the entire website to make sure it is operating as expected. The Website will be tested on all modern browsers (IE9+, Latest Build of Firefox, Chrome and Safari) and the most appropriate way suited for any devices (desk-top computer, tablet, and mobile device).
In the Delivery Phase Contractor will upload files to a server of a Client choice. Client site will be tested again to make sure that the site continues to be fully functional and is viewable to the public.

3. Assignment of Web Site Design Project.
   Contractor reserves the right, and Client hereby agrees, to assign subcontractors to this Web Design Site Project to insure that the terms of this agreement are met as well as on-time completion.
4. Copyrights and Trademarks.
   The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Contractor for inclusion in the Web Site Design Project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Contractor, employees of Contractor, and its subcontractors from any liability (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
   Should Client provide Contractor any materials, including documents, photographs, etc., which may or may not including copyrighted material created by third parties, for the purpose of accomplishing and performing the project covered by this Agreement, Client warrants they have a right to provide these materials to Contractor for that intended purpose.
   If Client provides any materials, documents, photographs, etc. to which Client does not have copyright, Client shall fully indemnify Contractor against all claims of such copyright materials. Indemnity shall include cost to defend against all such claims related to those materials, court courts, and attorney’s fees.
   Copyright to the finished web design site produced by Contractor will be owned by the Contractor. The Client will be having a right to use the Web Site Design Project as a web site, once final payment under this agreement and any additional charges incurred have been paid. Rights to photos, graphics, source code, work-up files, and computer programs specifically are not transferred to the Client, and remain the property of their respective owners. Contractor and its subcontractors retain the right to display graphics and other Web Design elements including a link to Client completed project to display and link to Client completed project as part of their portfolio and to write about the project on web sites, in magazine articles and in books about web design. All Web Site Design Projects will contain a copyright/legal statement with a link to Contractor ‘ Design Services Web Site. Contractor shall own the HTML markup, CSS and other code, but shall hereby license to Client an exclusive, worldwide, sub-licensable right to use the Web Site Design Project and make derivative works from it.
5. Details of the Web Site Design Project Development

Code and Markup:
If the project includes PHP, SQL, JavaScript, AJAX, JSON, XHTML or HTML5 markup and CSS3 templates, Contractor will develop and test all our codes in current versions of all major browsers including those made by Apple, Microsoft, Mozilla and Opera. Tests will also be conducted to ensure that pages will display visually in a similar, albeit not necessarily an identical way, in Microsoft Internet Explorer 7 for Windows as this browser is now past its sell-by date.
These templates will not be tested in old or abandoned browsers, for example Microsoft Internet Explorer 5, 5.5 or 6 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified by Client. If the Client requests showing the same or similar visual design to visitors using these older browsers, the daily rate set out in our original estimate for any necessary additional code and its testing will apply. If any commercial plugins needed to be purchased to implement web site functionality, Client will be invoiced for that amount.

Text content:
Contractor is not responsible for writing or providing input on any text unless it was specified it in the original estimate. These services are available at a rate of $75.00 per hour. 

Photographs:
If needed, Client will supply Contractor photographs in digital format. If Contractor needs to crop, retouch, or otherwise alter graphics in any way other than re-sizing in order to implement into website development, the standard fee of $75.00 per hours will be charged. If Client wishes Contractor to help them find and choose images for the site from stock photos Royalty-Free images and vectors and make changes using digital software products (such as Photoshop or Affinity Photo), the standard fee of $75.00 per hour will be charged. If Contractor needs to purchase stock illustrations/photos or any fonts, Client will be invoiced for those charges. All purchases must be approved by Client prior to any purchase.

All content must be provided digitally and in final form. Contractor will provide a link to a Dropbox where Client can upload files. Please do not email files unless requested. Files should not be provided on a disc.

Client has edits to text content after it has been provided to Contractor, there will be the standard fee of $75.00 per hours charged.

If Client needs a feature that will require Contractor to purchase a utility, program, or script, Client will be invoiced for that fee. All purchases must be approved by Client prior to any purchase.

Client agrees to review Contractor’s work and provide feedback and sign-off approval in a timely manner. A 24-hour period is considered timely manner.

Search Engine Optimization:
In building Client’s site Contractor will do everything that is reasonable to make your site search engine-friendly. This includes creating descriptive title tags, descriptions, and alt tags. However, guaranteeing search ranking for any site is not possible. Optimizing a web site is only one step in an SEO strategy. Any additional services including Installation and activation SEO plugin, adding meta tags, generating XML sitemap, is available based on the price for SEO optimization package.

Changes and revisions:
Contractor will create designs for the look-and-feel, layout and functionality of Client’s web site. This contract includes one main design plus the opportunity for you to make up to three rounds of revisions. If Client is not happy with the designs at this stage, Client may either cancel this contract or continue to commission Contractor to make further design revisions at the hourly rate of $75.00. Please note that the retainer covers the cost of the design and reserving time for Client’s site, and is thus non-refundable under any circumstances.

Start Date and Reschedule Fees:
Work will be done expeditiously to complete the Web Site Design Project in a timely manner. Once Contractor has received this signed Agreement and the retainer, the parties will work together to select a Start Date for this project. For period of two (2) weeks following the Start Date the Contractor will devote time exclusively to the project. Please note that if the Client’s materials are not delivered in final form to the Contractor by this Start Date, the project will be rescheduled on the next available date. Client will also be charged a Reschedule Fee (see below). If Client fails to reschedule within thirty (30) days, the project will be consider terminated. The retainer, which is non-refundable, will be applied to any time spent on the project. Billable time that is not covered by the retainer is the Client’s responsibility and must be paid within thirty (30) days from invoice.

If for some reason Client wishes to reschedule the Start Date, thirty (30) days’ notice is required. Otherwise, the following fees apply:

• less than 30 days’ notice: $250 rescheduling fee
  • less than 7 days’ notice: $350 rescheduling fee
  • less than 48 hours’ notice: $500 rescheduling fee

Note that this fee must be paid before the project is rescheduled.

Hosting Service, Domain Names, and Logins:
Whether Contractor or Client signs the Client up for a Hosting Service account or registers the Client’s domain name(s), Client is responsible for renewing its domains and Hosting Service account on time. Client agrees to provide Contractor login access to Client’s Hosting Service account and FTP account, and gives Contractor permission to create the databases and other applications which may be necessary for Client’s site.

Backups:
While Contractor may maintain a local copy of the html and graphic files, it is important that Client work with its Hosting Service provider to perform regular backups of its server and any databases used by its site unless Client has a security plan with Contractor. Contractor is not responsible for loss of data or content due to expired Hosting Service or domain names, Hosting Service company crashes, database corruption, or any other scenario.

6. Completion Date.
   Contractor and the Client shall work together to complete the Web Site Design Project in a timely manner. Contractor agrees to work expeditiously to complete the Web Site Design Project after Client has submitted all necessary materials. If the Client does not supply Contractor with complete text and graphics content for this Web Site Design Project within 14 days after payment for a Standard, Premium, or Ultimate Package is received, the 50% of payed amount shall be retained by Contractor as liquidated damages and considered as a cancelation fee. 25% cancellation fee applies if project cancelled by Client within 14 days after payment received.
7. Project Delivery.
   The final web site design project will be published to the Client’s Hosting Service upon receipt of final payment. The Client understands that Contractor does not provide any Hosting Services in connection with this Web Site Design Project. Hosting Services require a separate contract with the Hosting Service of the Client’s choice. The Client agrees to select a Hosting Service which allows Contractor full access to the Client’s account via FTP (File Transfer Protocol). The Client will be solely responsible for any and all Hosting Service charges.

Client is engaging Contractor as an independent contractor for the specific purpose of designing a World Wide Web site, herein after referred to as “Web Site Design Project”, to be published on the Client’s account on an Internet Service Provider (ISP)/Web Presence Provider (WPP) computer, herein after refer to as “Hosting Service”. The Client hereby authorizes Contractor to access this account, and authorizes the Hosting Service to provide Contractor and its developer, Dina Rudenko, with “full access” to the Client’s account, and any other programs needed for this Web Site Design Project that are included as part of the Client’s service agreement/level. The Client also authorizes Contractor to submit the completed Web Site Design Project to major Web Search Engines.

Services are also available for technical support and web site maintenance once the Web Site Design Project is complete. Other services with regard to web revisions, text content, and photograph selections and use are also available. The estimate/quotation prices for services in this Agreement are based on the number of hours that are estimated that will be needed to accomplish everything that Client wants to achieve. Unless otherwise specified, all services including changes requested by the Client that result in more time than was estimated will be billed at a $75.00 hourly rate. There is a 30-minutes minimum charge. All changes and requests are to be put in writing and sent via email. These services shall be billed by Contractor and paid by Client within 30 days from invoice. Under no circumstances, will the Web Site Design Project be scheduled until this contract is signed and the retainer has been received.

The Scope of the Web Site Design Project is defined below hereto and may be modified or supplemented from time-to-time by mutual written agreement of the parties. Any such modification of the scope of the Web Site Design Project or services provided shall not change or modify the terms and conditions of this Agreement unless specifically referenced in the modification document and agreed by both parties.

Unless written consent is provided by Client, Contractor shall not, directly or indirectly, disclose or use, outside of its efforts for the Web Site Design Project, at any time, either during or subsequent to this Agreement, any secret or confidential information, knowledge or data of Client or any of its subsidiaries (whether or not developed by the Contractor).

8. Technical support.
   Contractor will assist Client if needed in selecting and setting up an account with a third-party Hosting Service providers. A fee for assisting and installing Client’s site on a preferred server, plus any statistics software such as Google Analytics; then the updates to, and management of that server, plus any support issues that may be needed will be charged at the rate of $75.00 per hour.
   Contractor is not a web site Hosting Service company and so it does not offer or include technical support for web site hosting, email or other services relating to web site hosting.
   After completion your website and depending on availability Contractor can do updates and revisions to Client’s web site at an hourly rate of $75.00 per hour. There is a 30-minutes minimum charge for these services.
9. Payments and Payment Schedule.
   The remaining balance including all additional fees described in this contract must be paid prior to the transferring website to Client’s server.
   Payments must be made promptly based on the terms of this Agreement. Contractor reserves the right to remove any Web Site Design Project from viewing on the Internet until final payment is made on that Project. In case collection proves necessary, the Client agrees to pay all fees (including all attorney’s fees and court costs) incurred by that process. Regardless of the place of signing of this agreement, the Parties agree that for purposes of venue, this agreement was entered into Travis County, Texas, and any dispute will be litigated or arbitrated in Travis County, Texas and the Parties hereby consents to the personal jurisdiction of the Texas State Courts. Furthermore, the Client waives any right to or claim of sovereign immunity.
   Adding of Meta Tags (Description and Keywords) and the submission of the Web Site Design Project to Web search engines and updating occur only after the full final payment is made. All payments will be made in U.S. Dollars.
   Payment for services provided hereby shall be made in accordance with the conditions contained in this Agreement. Notwithstanding any prices listed in literature or on Web pages, the Client and Contractor agree that the services described in this contract shall be coordinated and scheduled by the Contact Person and the Contractor.
   An hourly Rate of $75.00 per hour, with 30-minute minimum charge for Additions to scope of Web Site Design Project, including but not limited to additional pages, additional functionality, edits to text after it has been provided to Contractor, changes to the design after design approval by Client, or anything else outside the scope of the work agreed to by the Contact Person and Contractor pursuant to the terms of this Agreement shall apply.

Login instructions will be sent to you after this final payment is made.

*Design Approval date (not later than 14 days after the payment for a Standard, Premium, or Ultimate Package received): You approve the design when you accept a mockup as the design you want to move forward with and I start to build the actual web site. If you have provided all of your content by the start date, your site should be completed before your balance is due for any additional services fees, however, even if the site is not complete because I am still missing content or waiting for feedback from you, the balance is still due in full within 30 days of Design Approval date.
If payment of the balance is not made by the due date on its invoice, I will stop work on the site and take the web site offline, and you will lose all rights to its use or duplication until the balance and any late fees incurred are paid. A $75 per month late fee is assessed after the due date of the invoice has passed. If your check is returned for insufficient funds, I will require your payment by cash or money order within 3 days, and an additional $50 returned check fee will be incurred.
Interest accrued if payment is more than 14 days late is 5% of outstanding amount to be added every 7 days, starting from 15th day after receipt of finished product.

10. Ongoing Service Retainer.
    Client may elect to retain Contractor after Client’s web site is available to be published on Client’s Hosting Service for a period of 12 months. This can be accomplished by Purchasing Premium Maintenance Package. During this period, up to four hours per month will be devoted on assignments to be determined by the Client. Work priority and scheduling will be at the Client’s discretion. This includes for minor web site maintenance to pages including updating links and making minor changes to a sentence or paragraph, and updating pictures.
    Services for major page code and/or graphics changes, replacing nearly all the text from a page with new text, major page reconstruction, new pages, and navigation structure changes in addition to four hours per month will be made available by Contractor at the rate of $60.00 per hour and will be billed separately. Any expenses exclusive of normal overhead are not included in this agreement and will be billed separately.
    All materials furnished by the Client will remain the property of the Client and will be returned upon request, or no more than 30 days from the termination of this agreement.
11. Other Services including the following:
    • White Label Design.
    • Landing Page Design.
    • Logo Design.
    • SEO package.
    • Security package.
    • Social Media Setup package.
    • Email Marketing package.
    • Blog Service Designpackage.
    • Plugin Installation service.
    • Basic Maintenance package.
    • Premium Maintenance package.
    will be completed within 14 days after non-refundable payment received.
12. Cancellation Fees.
    In the event of Cancellation by Client:
    1. If Agreement is cancelled within 14 days after the payment received date, the 25% fee applies.
    2. If the Agreement is cancelled after 14 days, the Contractor will retain the non-refundable 50% of payed amount.
13. Electronic Commerce Laws.
    The Client acknowledges and agrees that it is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Web Site Design Project or any other services contemplated herein, and will hold harmless, protect, and defend Contractor, its employees, and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from the Client’s exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.
14. Legal Notice.
    Notwithstanding anything to the contrary contained in this contract, neither Contractor nor any of its employees or agents’ warrants that the functions contained in the Web Site Design Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web Site Design Project is with the Client. In no event will Contractor, its employees or subcontractors be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by the Hosting Service or any other circumstances beyond Contractor’s reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Site Design Project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, Client’s visitor’s computer or Internet software, even if Contractor has been advised of the possibility of such damages.
15. This Agreement.
    This agreement constitutes the sole agreement between Contractor and the Client regarding this Web Site Design Project. Any additional work not specified in this contract or any other amendment or modification to this contract must be authorized by a written request signed by both Client and Contractor. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties. This Agreement may not be amended except by a document in writing signed by both Client and Contractor.
    All rights under this Agreement shall inure to the benefit of the successors and assigns of Client. Except as herein otherwise stated, the rights and obligations of Contractor under this Agreement are personal, are not transferable, and shall not be sold, assigned or transferred. The undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business.
    Failure on the part of either party to complain of any action or omission on the part of the other party, no matter how long the same may continue, shall not be deemed a waiver by any party of its rights hereunder.
    Client may not transfer this contract to anyone else without Contractor’s permission. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Contractor
BusinessOnWWW, LLC
Dina Rudenko, Managing Member
Email: legal@businessonwww.com

16. Miscellaneous: This Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives. Any dispute arising out of this agreement will be resolved by negotiation between the parties. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. This Agreement shall be governed by the laws of the State of Texas and courts of such state shall have exclusive jurisdiction and venue. The validity, interpretation and performance of this Agreement shall be governed by and construed according to the laws of the State of Texas. All disputes that are not resolved by discussions between the parties hereto shall be subject to resolution only by a court of competent jurisdiction in the State of Texas.