Website Maintenance Terms and Conditions
This Website Maintenance Agreement (“Agreement”) is hereby entered into between the purchaser, their employees, and agents (collectively “Client”) and Sidecar Productions, LLC (“Sidecar”) and applies to the Monthly Website Maintenance Services (hereinafter collectively referred to as “Maintenance Services”) selected and purchased by Client.
Term and Termination
This Agreement shall be effective as of the initial purchase of a Website Maintenance Plan. This Agreement may be terminated by either party upon 30 days’ written notice for any reason, delivered via email to the other, or if either party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Sidecar immediately (i) if Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate with Sidecar or hinders Sidecar’ ability to perform the Maintenance Services hereunder, including cutting off access to, or changing passwords without communication, services we use in our maintenance tasks.
Sidecar agrees to provide Client with Maintenance Services to WordPress sites as described in this Agreement. Maintenance Services may include the following, dependingt on the Maintenance Plan purchased:
- Regular updates to WordPress backend software, including WordPress Core, plugins, and themes.*
- Backup of the website on a daily, weekly, or monthly basis.*
- Recovery of website files and databases from backups, as needed.*
- Uptime monitoring. *
- Regular security scans.*
- Updates to text, images, and other minor changes to the Client’s website pages.
- Any website build, support requests, or requested trainings and tutorials, above and beyond what is outlined in the purchased Maintenance Plan, will count towards the monthly allotted time. If Client’s Plan has no remaining monthly allotted time, Client agrees to pay the standard hourly rate for support services provided by Sidecar.
*These are tasks that are done throughout the month and will be detailed in your monthly report. Some items, such as updates, only occur when necessary and only when we know the update is a stable version and it is okay to proceed.
Rates and Payment
The standard hourly rate is set at $100 per hour. Discounts to that rate are specified in the Maintenance Plan selected.
The standard hourly rate is only billed for support services that are provided in excess of the monthly allotted time included in the Maintenance Plan.
Malware, Spam, or Malicious Code
Removal of malware, spam, and malicious code existing on a website when a Client signs up for a Maintenance Plan will be charged at the standard hourly rate for removal, with a minimum fee of $500. This charge includes a one-year subscription to Securi (up to $299 value). We will:
- Clean the infection.
- Remove any malicious code and malware links in your posts, pages, comments, and source code.
- Provide an in-depth report of the infection removal and investigation.
- Work with over 20 search engines, anti-malware, and anti-spam blacklists like Google and Symantec to remove your site.
- Provide a detailed checklist to protect the site from future attacks.
Fees, Limitations on Refunds, and Cancellation Fees
Client agrees to pay Sidecar any and all fee(s) as billed in accordance with this Agreement. The Client further agrees that, in the event of any termination of this Agreement by Client, refunds shall be given (less any pre-paid expenses incurred by Sidecar) for any funds received that have not been applied to work provided, beginning on the following billing period. Refunds can only be requested during the first 30 days of a billing cycle on any Annual Plans. The Client further agrees to pay, upon cancellation, any other amounts due to Sidecar for work provided at Client’s request above and beyond the monthly allotted time of monthly agreement.
For the purposes of providing these services, Client agrees:
- To properly convey to Sidecar the information that needs to be changed or added to the website.
- To provide all website copy and images, unless otherwise agreed.
- To answer any questions from Sidecar, in regards to task work on the website, promptly.
- To provide Sidecar with access to its website for the purpose of providing Maintenance Services.
Client understands, acknowledges, and agrees that:
- Time included for updates is determined by the Maintenance Plan purchased and will be billed in fifteen (15) minute increments or less. Time overages will be billed at the standard hourly rate less the discount included on the Maintenance Plan.
- Client understands that all work for monthly maintenance tasks will be scheduled according to Sidecar’ workflow. Fair scheduling will occur, except in the case of an emergency need (as determined by Sidecar).
- Delayed Client responses to questions or information requests from Sidecar may result in delayed deliverables.
- Sidecar has no control over the hosting company in regards to server downtime, incompatibilities with software, PHP compatibility issues, etc.
- Sidecar has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future.
- Additional fees could be charged if the information provided has to be typed and exceeds the amount of time allotted in the selected Maintenance Plan.
- Sidecar is not responsible for checking the validity or accuracy of the content provided by Client.
- Unused time does not carry over from month to month.
- Sidecar is not responsible for changes made to Client’s website(s) by other parties, including the Client.
- Sidecar is not responsible for third-party plugins that may become unusable as a result of Maintenance Services performed but will strive to find adequate replacements to maintain consistent functions.
- Recovery or repair of a compromised website is not guaranteed.
- Availability of backups is not guaranteed.
Additional services not listed herein will be provided at the standard hourly rate, less and discounts provided by the purchased Maintenance Plan. Sidecar is not responsible for search engine optimization (SEO), developing new content, or writing new copy for Client. Client will be charged the standard hourly rate for any content creation services. SEO is contracted separately in one of our SEO Plans. Maintenance Plan allotments do not apply to these services.
Client shall indemnify and hold harmless Sidecar (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Sidecar as a result of any claim, judgment, or adjudication against Sidecar related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Sidecar (the “Client Content”), or (b) a claim that Sidecar’ use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Sidecar must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.
Disclaimer of All Other Warranties
Except as otherwise specified in this agreement, Sidecar provides its services “as is” and without warranty of any kind. The Client agrees that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be deemed 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.
In no event shall Sidecar be liable to Client for any indirect, special, exemplary, or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from the course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds for work performed. Sidecar makes no warranty of any kind, whether express or implied, with regard to any third-party products, third-party content, or any software, equipment, or hardware obtained from third parties.
Client makes the following representations and warranties for the benefit of Sidecar:
- Client represents to Sidecar and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Sidecar are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Sidecar and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
- Client guarantees to Sidecar that Client’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.
- From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Sidecar and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.
Neither party will be liable for or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use reasonable efforts to minimize the impact of the event.
Relationship of Parties
Sidecar, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of Sidecar, whether by regulation or contract. In no way is Sidecar to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
This Agreement shall be governed in accordance with the laws of the State of Michigan. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Michigan including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
Agreement Binding on Successors
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors, and assigns.
Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Sidecar. Sidecar reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause, or provision, and such invalid term, clause, or provision shall be deemed to be severed from the Agreement.
No Inference Against Author
No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
Client and Sidecar agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within sixty (60) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Marquette County, Michigan and in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
Read and Understood
By purchasing a Maintenance Plan, Client acknowledges that they have read and understand this Agreement and agree to be bound by its terms and conditions.