Terms and Conditions • Compensation is either pre-paid phases, or desposit/monthly payment terms. Minimum Term of Hosting; 12 Months or as Stated: Clients electing to pay by desposit/monthly payment terms, the Minimum Term of Hosting is 12 months (or as stated in Project Outline / Package description) from the time of the signing, regardless of completion of Project and tasks included. Early Termination and Fees: Client may cancel monthly Hosting service and close account at any time, by phone, email or US Post notification. If however, such cancellation occurs before the Minimum Term, Early Termination fees apply, and are due at the time of cancellation.
Past Due Hosting Payments - Account Suspensions and Closures by EG: Failure to compensate according to Package price constitutes a breach of this Agreement and Terms and Conditions, and EG shall have the right to discontinue Client’s License of Use, and disable the Client’s account and online facilities for payments past due.
Overdue payments and balances are subject to collections, and a finance charge of 18% annual percentage rate. In the case of account suspensions or closures, EG shall not be held responsible for lost Client Project data, financial data/records (Orders, etc.), or Client Project backups. Warranty of Payments: Client shall pay EG per this agreement and the Package Price at the time of purchase, and EG compensation from Client is not subject to anything except completed Project assignments as listed herein. Non-Refundable Deposit and Non-Refundable Monthly Payments: Client shall pay EG a deposit or setup fee(s) and monthly payments in the exact amount as stated in the project Outline and/or Package description for the project purchased. Any deposit or setup fees or monthly payments paid to EG are non-refundable regardless of work completed or abandoned, regardless of termination of this Agreement for any reason, and regardless whether EG has earned hourly or other fees, or whether EG has incurred any costs as of the time of termination of this Agreement. Expected Deadline: With Project Selections submitted by Project Outline, and any other necessary Content Materials in hand, the project is expected to take the time period as stated. EG shall make every reasonable effort to meet deadlines or due dates of the Project. Should Client delay EG in any way, EG shall not be held to any deadlines or due dates of that project(s). Assignment and Subcontractors: EG may at any time assign its obligations under this Agreement with or without Client's prior, written consent. Client shall give directions, instructions, and work orders directly and only to EG, and may not direct, instruct, or give work orders directly to any Subcontractor. Project “Content" Materials; Definition: For this Agreement, the term Project "Content" shall include, but not be limited to, all items given to EG by Client (protected by copyright or not), including text (or copy/wording) or text files, graphics or graphic files including logos or other designs, photos, Stock photography, video or movies (in any format), audio (in any format), data contained in database(s) of any format, documents or spreadsheets of any kind, intended for inclusion with and constituting Client's website/project. Project “Content” and Use of Protected “Content”: Unless otherwise agreed upon herein, Client shall supply Project Content directly to EG, or post to his/her website by way of Control Panel Manager programming. EG shall not incorporate any Content into the website/project(s) that is not either given to EG directly by Client, or is approved by Client to be included as Content for Client's project(s). EG does not guarantee, and is not liable for the truthfulness, accuracy, effectiveness, offensiveness, or any resulting effects of the release or publication of any of the project Content. Client represents and warrants that any and all Content is released or published at Client's own discretion and at client's own risk, and is done so with any and all necessary issue-authority, and does not violate any applicable copyright. Client shall indemnify and hold harmless EG for all claims in the event any Content is incorporated into the Client’s project(s) that is already protected by intellectual property rights of any kind. Legal Matters Concerning Client and Relevant Content Material Published: Client assumes full responsibility and full liability for any and all legal matters concerning Client copyright and issue authority of any instructional materials being written and published by Client and its affiliates. Client shall warranty and indemnify EG against any legal actions taken by any parties against it. Further, Client agrees to post and publish only materials relevant to purpose and business of Client, and shall never post or publish materials relating to such topics including Psychology, Psychiatry, Psychotherapy, Hypnotism, Meditation, Religion, Politics, Sex, Pornography, Sexual Orientations, or other potentially offensive materials. EG reserves the right to refuse service to anyone. Malicious Content / Security of Programming and Access Passwords: Client shall make every reasonable effort to keep access usernames/passwords confidential and secure from theft or misuse, and shall share with only persons qualified to use facilities given Client by EG. Further, Client shall never post malicious Content Materials, attempt unauthorized level of access to online server or programming facilities, and (as in the case of EG online facilities compromised by way of inadequate AntiVirus protection on the part of Client on Client’s home/office computer, etc.) Client shall make every reasonable effort to protect EG online programming facilities from Virus attacks, Hacker access, Spyware access, or other malicious entries and/or infiltration by those obtaining Client’s access password information. EG “Innovations”; Definition: For this Agreement, the term "Innovations" is defined as EG creations, facilities and resources, and shall include, but not be limited to, all text (or copy/wording) or text files, art and artwork in any format, designs, design ideas/concepts, sketches or drawings, graphics or graphic files including logos or other designs, photos, photo composites (including collages or montages), Stock photography, video or movies (in any format), audio (in any format), database(s) and data contained in database(s) of any format, software and programs in any format, programming, code, algorithms, scripts, applets, documents or spreadsheets of any kind, or automated/self-created materials (created by programming), processes, techniques, creation ideas/concepts, inventions, works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade-secrets, know-how, discoveries, and any other proprietary information. License of Use / Intellectual Property Rights vs. "Works for Hire": The creation of certain items, including and limited to final logo artwork, business card final artwork, postcard final artwork, flyer final artwork, advertisement final artwork, or other final artwork for printing, campaign design, illustrations created specifically for Client, constitutes a "Work made for Hire”, as defined in Title 17 §101, United States Code (the Copyright Act), and upon completion and full compensation per this agreement, is then and only then the property of Client. Other creations/deliverables, including but not limited to design templates, programming and online facilities and resources (licensed to EG or not), software and programs, programming code, algorithms, scripts, applets, and other EG Innovations are delivered to Client in the form of a single-user license, paid for by monthly payment plan or other arrangement, is the exclusive property of EG and is not the property of the Client, but used by Client with the permission of EG. All EG Innovations, and (until full compensation to EG per this agreement) all creations created specifically for Client, are considered the “Intellectual Property” of EG and owned exclusively by EG. Client agrees not to copy EG Innovations in any form, alter them in any way, nor display them in any way without the express written permission of EG. EG shall determine best hosting facilities for given project, and unless otherwise arranged, website and facilities shall be hosted on EG servers, and cannot be moved to other hosting except at the discretion of EG (if technically possible). Single Use Policy: Unless expressly agreed upon in writing, Client agrees that EG grants license for only one single use of any and all final artwork pieces and/or graphics and designs delivered to Client (ie. a single postcard), and Client shall not re-use or copy any of the artwork for any repeat purpose, nor any purpose other than its one-time creation and use. Use of Hidden Text: For the purpose of this agreement, "Hidden Text" is defined as simply "html" and other programming code required to display the web page, perform the functions built therein, and reasonably identify the page to major Search Engines. Hidden Text shall not include passages of invisible text designed to aggressively influence major Search Engines. EG shall include any Hidden Text in Client's website/project(s) as necessary to the website/project's functional completion, without Clients prior written consent. Access to Website/Project During Construction: During development, EG may make all or part of the website/project available for Client's review as needed. Such display will be at a server of EG's choice. Client shall not copy, and shall make no edits, modifications, additions or changes of any kind without the prior knowledge and consent of EG until after final Delivery and compensation in full of the website/project. Rejection of Design/Revisions Submissions: Client will provide EG with Project Selections at the time of signing, and EG shall construct the website/project accordingly. EG will offer up to 3 design minor revisions (such as color change, etc.) as necessary, based on the Client’s stated requests. Further revisions are subject to additional charges per EG rates/fees. Rejection of submitted designs or revisions, requests for one or numerous additional designs or changes, and changes to already approved designs or Content materials, are subject to additional charges per EG rates/fees. 30 Days Aborted/Abandoned Project or Phase: Client acknowledges and agrees to supply EG with Project Selections, other necessary influences, cooperation, and project Content materials in timely manner so as not to impede or inhibit the progress of EG towards the Project completion. Should any of the Project or its tasks be impeded, obstructed, aborted or abandoned by Client before its completion and for a period of not less than 30 days, then that Project including its tasks is deemed closed, and Client shall compensate EG in full the grand total due for that Project per Package price at the time of purchase. Ongoing monthly payment plan Projects are subject to stated monthly fees regardless of delays by Client. Project is terminated only by terms stated herein. Right to Display Logo or Design Credit / Right to Demo in Portfolio or Case Study: Client shall allow the placement(s) of an EG logo or other design/production credit on the Client's website/project, and a link back to a page within the EG website. The logo/Credit shall be placed in an unobtrusive manner. Such placements shall remain and shall not be removed except by permission by EG. Client agrees to allow EG to demo in EG portfolio, case study, or other presentation, any and all works created for Client, after the completion and public release of project by Client. Delivery of Website/Project and Taxes: Upon completion, EG shall deliver the website/project in the form of a final upload to Client's domain or upload to other mutually agreed upon Server, or digital artwork sent to a printer, etc., as applicable. Tangible items such as disks or printed materials are subject to Sales Tax charges as required by law. Remunerative Performance, Acceptability and Varying Appearance of Project: Promotion and marketing of Client's website/project(s) and therefore its remunerative performance, is the responsibility of the Client. EG does not guarantee how often a client's website/project(s) will be visited (hits), the acceptability by Client’s audiences, any increase of leads, sales, income or business in general, nor the amount of Internet commerce that will occur through the Client's website. Client represents also that Client has a working understanding of computer platforms, modem speeds, and Internet Browsing, and that with different platforms, modem speeds and different makers and versions of Internet Browser software, the general appearance and technical performance of pages and programming can vary widely. EG does not guarantee, and is not responsible for variances of appearance or technical performance of the website/project(s), including but not limited to download speeds, programming performance, Server performance, and Browser compatibility. It is the responsibility of the Client and/or the Client's public to connect to, and to view/access the Client's website/project(s) with an appropriate and/or updated Internet Browser, and any other needed software (ie. plug-in, etc.). Retention of Backup Copy(s): It is the responsibility of the Client to make and maintain a backup copy(s) of their website/project(s) artwork once delivered. Once delivered, EG shall maintain a backup copy of Client's website/project(s) at EG's discretion. "Developmental Files": Final artwork and final website pages are typically created out of raw or “Developmental Files”. All computer "Developmental Files” created by EG in the process of completing Client’s final website/project(s) are the sole property of EG. Payment by the Client to EG is for finished and final art, pages, graphics, computer-generated prints, negatives or color separations. Copies of "Developmental Files” may be purchased by the Client at the discretion of EG. Privacy Policy:
Non-Disclosure and Confidentiality: Both Client and EG agree to hold all Confidential Information in strict confidence. Confidential Information shall be used only for purposes of the website/project(s) completion under this Agreement. Neither party shall disclose Confidential Information to any third party without the prior written consent of the other party. "Confidential Information" shall include, but is not limited to, EG Innovations, designs, concepts, business plans and systems, marketing plans and systems, project research, advertising material, customer lists, business records, projections, product information, project compensation information, financial information and financial calculations and statistics, and any other information either EG or Client designates as confidential. Merger of All Prior Negotiations and Amendments: This Agreement and its associated Project Selections, constitutes and contains the entire agreement and understanding concerning the subject matter between the Client and EG, and supersedes and replaces all prior negotiations, proposed amendments or agreements, whether written or oral. Warranty to Indemnify: Client warrants and represents that it will indemnify EG and EG's attorneys for any and all liabilities incurred, including attorneys' fees, should any representation or warranty Client makes in this Agreement prove to be false, or should Client at any time repudiate this Agreement, or any of its terms. Termination: This agreement can be terminated by either EG or Client for the following reasons: Failure to perform, Failure to compensate per this agreement, Failure to report, Illegal activity. The terminating party shall give notice by telephone or by email, and also written notice by United States mail, postage paid, to the other party's given address. This Agreement shall be deemed terminated on the date either party deposits written notice, postage prepaid, into the United States mail. Severability: If any one or more of the provisions contained in this agreement shall for any reason be held invalid, illegal, or unenforceable for any reason, such provision shall be deemed to be severed and deleted. Neither such provision, nor its severance and deletion, shall affect the validity of the remaining provisions, and no other provision shall be construed as invalid, illegal, or unenforceable. Effective Date of This Agreement: This Agreement shall be effective from the time of the submission to EG of the Project Outline. Hosting Terms / Conditions Hosting and Email: The following clauses are intended specifically for and to hosting and Email services, and apply regardless of package purchased or items included in overall Project. Provision Of Hosting Services:
Use of Material Relating to Hosting:
Use of Hosting Services:
Indemnification Related to Hosting Services:
Payment Of Hosting Fees And Penalties:
Hosting Account Cancellations
Abuse Of Hosting Services
BY EXECUTING THIS AGREEMENT, CLIENT ACKNOWLEDGES HAVING READ THE FOREGOING AGREEMENT TERMS AND CONDITIONS, OR HAD IT READ TO THEM BY COUNSEL, AND CLIENT FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT AND AGREES, AND EXECUTES IT OF HIS/HER OWN FREE ACT. Endless Graphics, Graphic Design and Web Development |