IMPORTANT – READ CAREFULLY:
This Web Services Addendum (the “Addendum”) incorporates, is an addendum to, and supplements and forms part of, the Order Form and the Service Agreement entered into between Intrado Interactive Services Corporations (“TeleVox”) and Client with respect to, among other services, website design services (the “Services”). The terms of the Addendum shall govern in the event of any conflict with the Order Form or Service Agreement. Capitalized terms not otherwise defined herein shall have the definitions set forth in the Service Agreement.
1) Authorization
You have engaged TeleVox to complete the project of developing and/or improving a worldwide website to be installed on the TeleVox platform.
2) Delegation
Building a web site to address each Client’s individual needs requires collaboration between TeleVox’s web implementation team and the Client. Client may delegate an individual or entity to work with TeleVox to complete the process. In the case of any such delegation, Client hereby provides its authorization for such person or entity to act on its behalf and to bind Client with respect to any decision or matter.
3) Website Package Elements
The following elements are included in the Foundation Website Package:
During the site review period prior to the go-live, routine site updates and minor changes (excluding design changes) may be performed at no charge. After the website is live, all design changes are Client’s responsibility, using the tools and training provided by TeleVox.
If at any point after the site review period, Client wishes to have changes made to its website, but does not wish to perform the work itself, TeleVox may perform the work at the following rates:
1. TeleVox will charge a one-hour minimum for any change.
2. Hourly fees for design changes made by TeleVox are $100 per hour, billed in 15 minute increments after the first hour. This fee is subject to change due, but not limited to, salary wage increases, economic conditions and/or government policies.
3. Clients will receive written notifications of the terms and fees for any billable change requests.
4. Bills for changes to a website will be made on an individual basis.
The following elements are included in the Essentials Website Package:
Client shall be trained to perform changes itself, using the tools and training provided by Intrado.
Client agrees to backup all data, including email data. TeleVox will purge any email data within one hundred eighty (180) days from the sent or receipt date.
Should Client wish to have work done outside of the support scope such as design changes to its website and does not wish to perform the work itself, TeleVox may perform the work at the following rates:
1. TeleVox will charge a one-hour minimum for any change.
2. Hourly fees for changes made by TeleVox are $100 per hour, billed in 15 minute increments after the first hour. This fee is subject to change due, but not limited to, salary wage increases, economic conditions and/or government policies.
3. Clients will receive written notifications of the terms and fees for any billable change requests.
4. Bills for changes to a website will be made on an individual basis.
Questions or integration of features involving third-party products are not eligible for support during any portion of this Addendum.
If your Order Form specifies you have purchased a Practice Edition Website Platform, which is a product designed by a third party named Milestone (“Milestone”), the Milestone ADA Conformance Scope of Service & Additional Terms found at Digital Experience Marketing Company | Milestone Inc. (milestoneinternet.com) shall apply and is incorporated by reference herein.
WCAG 2.2 Design
When the Website is Launched Initially
1. WCAG 2.2 AA conforming design – Milestone ensures that the website is full conforming to the specification by using the following methodology:
a. Automated Scans – scans the site against the WCAG2.2 AA specification using the WAVE API tool provided by WebAIM (https://webaim.org/standards/wcag/WCAG2Checklist.pdf. While the automated test does not cover all ADA conformance issues, it covers the technical issues, for example, contrast, fonts, space, image alt tags, webpage-related attribute settings and captcha validation. Any errors found during the scans are corrected by Milestone within a reasonable time-frame (within 30-60 days).
b. In addition to automated scans, at initial site-live only, Milestone performs manual ADA Testing. Elements of manual testing include:
i. Content focus (link and hover) and element accessibility by keyboard.
ii. Content readability through screen readers
iii. Meaningful SR tag and image alt tags applied to all elements (like Button/CTA and images).
iv. Popups and click event elements accessibility through Keyboard and any change to color contrasts made by client.
v. Video play pause facility with video transcripts.
vi. PDF accessibility checks are made manually.
Ongoing Testing After Site is Live
1. Automated tests are run monthly against WCAG 2.2 Specification using the WAVE API provided by WebAIM (https://webaim.org/standards/wcag/WCAG2Checklist.pdf ). While the automated test does not cover all ADA conformance issues (as defined in A2 above), it covers the technical issues, for example, contrast, fonts, space, image alt tags, webpage-related attribute settings and captcha validation. Any errors found during the scans are corrected by Milestone within reasonable time-frame (within 30-60 days).
2. Audit Reporting: The reports and archives of previous scans are made available in the CMS.
Important Note:
1. These automated and manual efforts show an active effort to make and keep the site accessible, and the accompanying reports show the history of audits and work done.
2. Milestone does not run monthly manual testing or screen reader testing. The only way to ensure full conformance is to run manual testing. However, there are significant additional costs associated with ongoing manual testing. Milestone can provide costs associated with ongoing manual testing if customer is interested.
3. Automated tests are run monthly. So, in the worst-case scenario, the site may fall out of compliance for a maximum of 1-month duration before the next scan detects the issues. Milestone schedules the fixes within reasonable time-frames (30-60 days) once the issues are detected.
4. Milestone does not provide legal advice, guidance, or represent clients in lawsuits.
4) Payment Terms
Fees for the Services shall be paid in accordance with the terms of the Order Form and Service Agreement. TeleVox retains all intellectual property rights in all technology, telephone numbers, web addresses, software or systems related to the Services and the website being created for Client by TeleVox. TeleVox shall have no obligation, other than to return Client Material (as defined below), upon Client’s failure to make any payment due hereunder or under the Order Form or Service Agreement.
5) Go-Live date
This is the first full day that your TeleVox designed website is available to the general public from your registered domain (URL).
6) Major Changes after Go-Live date
Major design changes are defined as altering the layout or theme of the website. These site alterations are available on an hourly fee basis.
7) Project Completion
TeleVox and Client must work together to complete the website in a timely manner. TeleVox agrees to work expeditiously to complete the website. Client’s failure to respond to attempted communication via telephone and email will delay the progress of the Client’s Service. TeleVox shall not be held responsible for any delays resulting from acts or omissions of Client or its agents or events or circumstances outside of TeleVox’s reasonable control.
8) Copyrights and Trademarks
Client may provide text, graphics and other content to be included in Client’s website (“Client Material”). TeleVox may also provide text, graphics, and other content to be included in Client’s website (“TeleVox Material”) and it will retain ownership and copyright of any TeleVox Material. Client agrees to indemnify TeleVox against all costs (including attorney’s fees) resulting from any claims of any third parties based on Client’s website’s content (other than the TeleVox Material), including without limitation claims of trademark or copyright infringement. Client’s obligation to indemnify TeleVox applies even if the claims against TeleVox are based on its sole or concurrent acts, omissions, violations or breaches of duty. TeleVox may remove any content that it believes may violate any other party’s trademark, copyright or other rights.
9) Laws Affecting Electronic Commerce
From time to time, governments enact laws and levy taxes and tariffs affecting internet electronic commerce. Client agrees to be solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend TeleVox and its subcontractors from any claim, suit, penalty, tax or tariff arising from the Client’s exercise of the internet electronic commerce.
10) Copyright to Web Pages
Copyright to the finished assembled work of web pages produced by TeleVox is owned by TeleVox. Client is assigned rights to all custom content and images provided by Client. However, the rights to TeleVox’s standard text libraries, “Dear Doctor” content and education features belong solely to TeleVox. In the event Client chooses to discontinue the relationship with Intrado, Client will not have rights to these elements. TeleVox retains the right to display graphics and other web design elements as examples of its work in its respective portfolios.
11) Order Cancellation
In the event Client elects to terminate or cancel an order relating to the website design services, Client agrees to pay for work completed through the date of termination/cancellation on an hourly fee basis at the rate of $250 per hour. These hours include, but are not limited to hours spent with respect to communication, design concept, creative design, and iterations on initial design ideas and concepts. These hourly fees, once calculated, will not exceed the total contractual price of the cancelled order including any subscription revenue contracted.
12) Third-Party Terms
Some of the services that TeleVox provides may require TeleVox to set up an account on Client’s behalf with a third party (e.g., Google, Facebook). Client hereby provides to TeleVox Client’s authority for TeleVox to accept on Client’s behalf, and Client agrees to abide by, the terms and conditions of any such third party required in connection with setting up such account. Client further acknowledges and agrees that Client shall be solely responsible for any Client Materials or any information Client provides to TeleVox or any third party in connection with a third party account and agrees to defend, indemnify and hold harmless TeleVox with respect to any liability, action or claim arising in connection with Client’s use of any such account or violation of any third party terms and conditions.
13) Changes
This Addendum, together with the Order Form and Service Agreement, constitute the entire agreement between TeleVox and Client regarding the Services. Any additional work not expressly addressed in these contracts must be authorized by a written change order or the execution of a new Order Form.
This Addendum shall apply only to TeleVox hosted or web design services. Integration of features involving third party products that are not related to the operation of your website are not covered by this Addendum.
14) Email
TeleVox’s Services may include an email feature (the “Email Feature”) for Client’s business use. The parties agree and acknowledge that this Email Feature is not designed for or intended to be used to transmit Confidential Information (as defined in the Service Agreement), Protected Health Information (as defined by the Health Insurance Portability and Accountability Act) private information or other legally protected information (the “Private Email Information”) or to be Client’s exclusive email platform. TeleVox expressly disclaims any warranty, representation or guarantee about the performance, security, privacy or confidentiality of the Email Feature. TeleVox shall not be responsible in any way for Client’s use of the Email Feature or the content or transmittal of any Private Email Information. Client represents and warrants that it will not send any Email Information through the Email Feature. Client shall indemnify TeleVox for any claims that arise in connection with Client’s use of Email Feature, including the disclosure of Private Email Information.