If you are not 100% satisfied with any product or service provided to you by Turnkey Auto Shop, we will reward you a refund on your purchase price within the first 15 days of purchasing our website package. We offer a 100% refund of your money for websites packages we develop for you if a refund is requested within the first 15 days of it's being launched to the Internet. No refunds will be rewarded after this initial 15 day period. We do not reward refunds on type of graphics services such as logo design, print media design or other forms of electronic files provided to you. Complete ownership of any graphics, website files and all other multi-media is forfeited by you and released back to Turnkey Auto Shop if a return or refund for services has been issued.
Provider warrants that any Work Product, Provider Tools or Provider-made changes to the Content shall not: (a) infringe on the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (c) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) be obscene, child pornographic or indecent; and (e) contain any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Provider warrants that: (a) any Work Product or Provider Tools will conform to their applicable Specifications; and (b) there is no outstanding contract, commitment or agreement to which Provider is a party or legal impediment of any kind known to Provider which conflicts with this Agreement or might limit, restrict or impair the rights granted to Client hereunder. EXCEPT AS SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
Provider shall develop, design, program and provide other consulting services for the Development Fee set forth in this agreement. Provider will provide the Work Product to Client in accordance with the Milestone Delivery Schedule. Provider shall produce a professional quality website suitable for use as an electronic brochure by those interested in accessing information about products and services offered by the Client. Provider shall produce and test Website before making it available to the public. Provider shall provide means by which selected sections of the Website are available for Client updates. Provider will host the Client's website on the servers that the Provider leases, owns or rents. Provider shall create on the provided hosting server any unique email accounts or email forwarding accounts that the Client requests or point email records to the Clients specified email service. Provider shall provide either direct links to website statistics reports or will provide these reports to the client via email. Provider shall provide up to 30 minutes of free Website Support on the Client's website each month in the condition that any and all service fees have been paid by the Client. Unused support time per month is non-cumulative, will not carry over to the proceeding month or any proceeding months or years.
If Client desires Provider to modify the Website at any time during the term of this Agreement, Client shall describe the additional services or deliverables to Provider. Proceeding initial launch of the Client's Website, any modifications requested by the Client to Provider shall be performed within 7 business days and shall be subject to the guidelines set forth in this agreement. Modifications to the Client's website can only be requested by the Client. Modifications performed by the Provider are subject to all current standard charges, but in no event shall it exceed the per hour rate specified in section 8 below unless agreed upon in writing. Provider agrees to provide up to thirty (30) minutes of free modification service each month to the client providing all service and development fees have been paid by the Client. This includes any monthly service and hosting fees and prior development fees.
Provider will not install, migrate, upload or transfer any programs, codes, databases, scripts or any other data except for text and images only, that the Client has requested to be migrated from their existing website. Provider will use commercially diligent efforts to complete the Migration Services within seven (7) days of the Date of this Agreement. Migrating services provided by the Provider is limited to no more then fifteen (15) pages of content for no additional fees. Client agrees to pay any additional fees specified by the Provider if the content exceeds more then fifteen (15) pages. Client agrees that any and all content is the sole property of the Client and no other party and that Provider is in no way liable for any content posted on the Client's Website.
During the Term of this Agreement, Provider shall provide the following web hosting services:
(A) DOMAIN NAME. It is hereby acknowledged that Client shall own all rights, title and interest in and to the Domain Name and all Intellectual Property Rights related thereto.
(B) CONTENT CONTROL. Client and Provider shall have control over the Content of the Client's Website. Provider will only permit Client to electronically transmit or upload Content directly to the Website pages or specified directories deemed accessible by the Provider. Client is only allowed access into the images directory and any sub-folder within the images directory. All directories excluding the "images" directory are off limits to the Client and any other party except for the hosting service itself and the Provider. During the period that Provider provides web hosting services pursuant to this agreement, Client hereby grants to Provider a non-exclusive, non-sublicenseable, royalty-free, worldwide license to distribute, publicly perform, publicly display and digitally perform the Content and Work Product only on or in conjunction with the Website created for the Client. Client grants no rights other than explicitly granted herein, and Provider shall not exceed the scope of its license.
Client understands and agrees that Provider in performing its obligations hereunder, may incorporate or use Provider Tools in connection with the Hosting Services, Production Services and Migration Services. In the event any Provider Tools are incorporated by Provider into or are used in connection with the Client's Site, then Provider hereby grants to Client during the Term of this Agreement a worldwide, non-exclusive, nontransferable, royalty-free, free right to use the Provider Tools on and in connection with the Client's Sites only. The underlying graphic template or templates and the applications that run's the Client's website shall be a Provider Tool and remain the sole property of the Provider unless otherwise specified in writing by the Provider. If any Provider Tools are incorporated into or are used in conjunction with the Client's Website, or any Provider Tools are used to manipulate Content on the Website, then Provider hereby grants to Client a worldwide, non-exclusive, sublicenseable, assignable, royalty-free right to use. Client agrees that ALL Provider Tools are the sole property of the Provider and shall not be shared, reverse engineered, distributed, released or modified in any way by any parties. Throughout the term of this Agreement, Provider shall provide to Client the most current copies of any Provider Tools to which Client has rights pursuant to the foregoing, plus any related documentation.
THIRD PARTY TOOLS:
Client understands and agrees that Provider in performing its obligations hereunder, may incorporate or use Third Party Tools in connection with the Hosting Services, Production Services and Migration Services. In the event any Third Party Tools are incorporated by Provider into or are used, then Provider hereby grants to Client during the Term of this Agreement a worldwide, non-exclusive, non-transferable, right to use the Third Party Tools on and in connection with the Client's Website as permitted under the rules, regulations, laws and guidelines specified by the Third Party Tool owner.
Provider hereby irrevocably assigns to Client all rights, title and interest to all Custom Content, works and documentation produced exclusively for the Client by the Provider. Client agrees that any Provider Tools, and Provider Content shall remain the sole property of the Provider at all times without exception including templates, photos provided by the Provider, graphics provided by the Provider, programs provided by the Provider, code, files, data and text. Custom Templates and graphics developed exclusively for the Client by the Provider or any other party shall become or remain the sole property of the Client. As between Provider and Client, any Content given to Provider by Client under this Agreement or otherwise, and all Client Content, shall at all times remain the property of Client or its licensor. Provider shall have no rights in such Content or User Content other than the limited right to use such content for the purposes expressly set forth in this Agreement. Provider agrees that ownership of the Domain (URL) used for the Client's website is and shall remain the sole property of the Client.
CONFIDENTIAL / NON-DISCLOSURE
Client's "Confidential Information" consists of any logins & passwords used in connection with the Website, all Server Logs, all Custom Work Products and documents related to the Custom Work Product, any Client Content which Client designates as confidential, and any other materials of Client which Client designates as confidential or which Provider should reasonably believe to be confidential. Provider's "Confidential Information" is defined as the source code of any Provider Tools and logins & passwords for Provider services including hosts and third party supplier tools. Provider understands and agrees that Client does not want any other Confidential Information of Provider, and should the parties believe that additional confidential information of Provider needs to be disclosed to Client, the parties shall execute a separate non-disclosure agreement regarding such information. Each party shall hold the other party's Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party's Confidential Information for any purpose other than as necessary to perform under this Agreement. Provider agrees not to use the Confidential Information of the Client for any purpose except to the extent necessary to fulfill its obligations under this Agreement. The Client agrees not to copy, disclose, share, sell, alter, modify, disassemble, reverse engineer or decompile any of the materials comprising Confidential Information, unless permitted in writing by the Provider or by any of the Providers third party relationships. CLIENT AGREES THAT DURING THE TERM OF THIS CONTRACT AND PRIOR TO TERMINATION OF THIS CONTRACT THAT ANY AND ALL CONFIDENTIAL FILES, PROVIDER TOOLS AND PROVIDER CONTENT SHALL REMAIN THE SOLE PROPERTY OF THE PROVIDER AND SHALL NOT BE DISCLOSED TO ANY OTHER PARTY.
FUNCTIONALITY & COMPATIBILITY
Provider will develop the Client's site so that the Client's site will have the following functionalities: all pages of the Client's sites will be meta tagged and capable of tracking metrics; Requested and Purchased extension programs such as newsletter programs, chat programs, reminder programs and other services or website features will be put in effect on the Client's website. Client access to the CMS Provider Tool will be established to enable Client to update the Website remotely, should Client choose to do so. Client's website will be hosted at the designated host provider that the Provider deems fit for the Client's Website. CLIENT AGREES THAT ALL HOSTING FUNCTIONS AND SERVICES WILL BE PROVIDED BY THE PROVIDER AT EITHER THE PROVIDERS HOSTING SERVERS OR ANY THIRD PARTY HOSTING SERVICE THAT THE PROVIDER DECIDES TO USE AS A HOSTING SOLUTION FOR THE CLIENT'S WEBSITE. The Work Product and Provider Tools provided to Client by Provider shall be compatible with the following browser(s): Mozilla FireFox , Google Chrome, MS Internet Explorer, Safari, and AOL.
COSTS / PAYMENTS & FEES
Provider shall digitally invoice all fees (excluding the monthly service/hosting fee) to Client for initial Website Development, any Custom Content development, and additional services requested by the Client immediately prior to completion of these services. Client agrees to have their credit card or bank account automatically debited on the 1st day of every month during the duration of this agreement for monthly services and hosting fees associated with their account. All fees quoted include, and Client shall pay, all sales, use, excise and other taxes which may be levied upon either party in connection with this Agreement, except for taxes based on Client's net income. Client shall reimburse Provider for all reasonable out-of-pocket expenses which have been approved in advance by Client which are incurred by Provider in the performance of services hereunder, including but not limited to travel and lodging expenses, long distance calls, material and supply costs, and third party products and services fees, within 30 days after Client's receipt of expense statements including appropriate receipts or other evidence of the expense. The Monthly Service/Hosting Fee will be $30/month during the duration of this agreement. The Services Fee excludes any fees that may be payable to third parties as a result of Client's request for additional services which fees will be paid by Client to Provider for payment to such third parties. Client shall pay Provider for Services as per the prices listed on the website at the date of purchase. Client agrees to pay any fees pursuant to ownership of the domain that are billed to the Client either by the Provider or the Registrar of the Domain and be responsible for any and all laws related to ownership of said Domain.
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