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 (“West”) 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 West to complete the project of developing and/or improving a worldwide website to be installed on the West platform.
2) Delegation
Building a web site to address each Client’s individual needs requires collaboration between West’s web implementation team and the Client. Client may delegate an individual or entity to work with West 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 Starter 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 West.
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, West may perform the work at the following rates:
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- West will charge a one-hour minimum for any change.
- Hourly fees for design changes made by West 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.
- Clients will receive written notifications of the terms and fees for any billable change requests.
- Bills for changes to a website will be made on an individual basis.
The following elements are included in the Essentials Website Package:
Unlimited content support is defined as content changes, image updates and wording changes or updates shall be included as part of the Essentials website offer.
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. West 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, West may perform the work at the following rates:
- West will charge a one-hour minimum for any change.
- Hourly fees for changes made by West 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.
- Clients will receive written notifications of the terms and fees for any billable change requests.
- 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.
4) Payment Terms
Fees for the Services shall be paid in accordance with the terms of the Order Form and Service Agreement. West 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 West. West 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 West 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
West and Client must work together to complete the website in a timely manner. West 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. West shall not be held responsible for any delays resulting from acts or omissions of Client or its agents or events or circumstances outside of West’s reasonable control.
8) Copyrights and Trademarks
Client may provide text, graphics and other content to be included in Client’s website (“Client Material”). West may also provide text, graphics, and other content to be included in Client’s website (“West Material”) and it will retain ownership and copyright of any West Material. Client agrees to indemnify West 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 West Material), including without limitation claims of trademark or copyright infringement. Client’s obligation to indemnify West applies even if the claims against West are based on its sole or concurrent acts, omissions, violations or breaches of duty. West 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 West 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 West is owned by West. Client is assigned rights to all custom content and images provided by Client. However, the rights to West’s standard text libraries, “Dear Doctor” content and education features belong solely to West. In the event Client chooses to discontinue the relationship with Intrado, Client will not have rights to these elements. West 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 West provides may require West to set up an account on Client’s behalf with a third party (e.g., Google, Facebook). Client hereby provides to West Client’s authority for West 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 West or any third party in connection with a third party account and agrees to defend, indemnify and hold harmless West 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 West 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 West 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
West’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. West expressly disclaims any warranty, representation or guarantee about the performance, security, privacy or confidentiality of the Email Feature. West 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 West for any claims that arise in connection with Client’s use of Email Feature, including the disclosure of Private Email Information.