Master Services Agreement and Terms of Service

I do my best to be honest & transparent with my customers/clients. Listed below you will find the up-to-date MSA and TOS. This agreement represents the complete agreement and understanding between Clifton “CJ” Hallock and his customers and supersedes any other written or oral agreement.

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Introduction:

In this document, I try to write everything in plain English, and in order for it to sound right, I say “I”, “me”, “you” and other phrases like that. “I”, “Me”, “My” “Company” means Clifton “CJ” Hallock (CJ). “You”, “Customer”, “Client” means you, my amazing client.

Throughout this document, you will see “NOTE” sections. These are helpful tips that I offer from almost two decades of marketing online.  You will also see other things like italicized or bold text, which is to indicate to you that it is an important point I don’t want you to miss.

There is some unavoidable legalese at various places in the document. Sorry, attorney required it. If you need assistance translating, just ask.

The Project

You are hiring CJ Hallock to complete your project according to the specific scope of work we described in the proposal of services document you will receive. The proposed cost of the project in the proposal includes only this work.

I want you to be more than satisfied with your website, video, marketing strategies. I also understand that sometimes changes to the project will occur. If you chose to make changes to the original scope of the project, normally additional costs will be incurred. FYI, if you need changes, making them early is often less expensive than requesting them toward the end of the project.

Time Frames

When it comes to websites, most basic website projects take about 4-6 weeks (not including holidays). This is a rough estimate and depends on a number of factors, including the complexity of your project, my current workload, material/content availability, and programming issues that might arise.

I do have an active queue of work and do not place your project in that queue until your initial payment has been received (see below). While I always plan to start your project quickly, I will not begin your project until it reaches the front of my queue so that it can receive my full attention.

Because of my current workload, projects requiring a “Rush” will incur a 40% markup of the total project cost. This increase is necessary to cover the overtime necessary to complete your project within the timeframe you require.

NOTE: In my experience, your projects can often stall as I wait for materials, feedback, or approvals I have requested from you. I understand why it happens – you have a business to run. But please understand that I do too.

While I am waiting for your response, I will normally begin to work on other projects to make efficient use of our time. IF YOU TAKE A WHILE TO RESPOND, IT’S FINE WITH ME, BUT IT MIGHT BE A FEW DAYS (OR POSSIBLY A FEW WEEKS) BEFORE I CAN GET YOUR PROJECT BACK INTO THE QUEUE. PLEASE ALSO SEE BELOW CONCERNING SUSPENDED AND ABANDONED PROJECTS.

Suspended and Abandoned Projects

If work on a project is delayed more than 30 days due to the client’s inability to provide content, images, media or other items necessary for the completion of the project, the project shall be considered suspended. At that time, an invoice for the remaining balance of the project shall be sent and considered due upon receipt.

CJ HALLOCK WILL ATTEMPT TO COMMUNICATE WITH THE CLIENT BY PHONE AND/OR EMAIL DURING THE 30 DAYS PRIOR TO PROJECT SUSPENSION. ONCE A PROJECT IS CONSIDERED SUSPENDED, IT IS THE SOLE RESPONSIBILITY OF THE CLIENT TO REACTIVATE THE PROJECT BY (1) SUPPLYING ALL ITEMS NECESSARY TO COMPLETE THE PROJECT AND (2) PAYING THE BALANCE OF THE PROJECT IN FULL.

After a project is considered suspended, I will not perform any additional work on the project until full payment of the project balance has been received.

If all the required materials are provided and the project balance is paid in full within 60 days of the project being considered suspended, we will complete the project according to the original scope and proposed costs.

If all the required materials are provided and the project balance is paid in full more than 60 days of the project being considered suspended, a new proposal of services shall be created to complete the remaining scope of the project. The balance paid when the project was suspended shall be considered as a credit against the cost specified in this new proposal.

If all the required materials have not been provided and/or and the project balance has not been paid in full within 120 days of the project being considered suspended, the project shall be considered abandoned, and any monies paid to us for the project shall be forfeited.

Fees and Payments

In consideration of the development services to be provided hereunder, the parties agree that the Company shall be paid in accordance with the Proposal of Services attached as Exhibit A, or any other such additional Proposals of Services executed by the parties pursuant to this Agreement.

My payment terms are A) 50%, non-refundable deposit upon execution of the Proposal of Services and this Master Services Agreement, and B) 50% upon completing site revisions. In certain cases, we may request that payments be made at certain additional milestones. If milestone payments are necessary, they will be specifically detailed in a supplemental document.

The payment methods we accept are check, Square Credit Card Processing which accepts all major credit cards including MasterCard and Visa. If your project exceeds $500 and you elect to pay by credit card or a payment service like Square, a 4% surcharge will be added to your order.

Current Hourly Rate

Throughout this document, reference is made to the current hourly rate. This rate is defined as our hourly rate that is in place at the time a service is requested (not at the time this agreement is started).

Late Payment and Collections Policy

All invoices pertaining to web hosting, security, or any work on your website are payable upon receipt. If an invoice goes unpaid for more than 15 days after the invoice was sent, I RESERVE THE RIGHT TO SUSPEND YOUR WEBSITE FROM PUBLIC VIEW UNTIL ALL OUTSTANDING BILLS ARE CURRENT.  I really hate doing this, so please pay promptly.

Amounts due and unpaid shall bear an interest at the rate of twelve percent (12%) per annum.

If your account is suspended for non-payment or any other reason, you agree to pay a $25.00 re-activation fee to (CJ). Please pay promptly.

Client agrees to pay all costs of collection, including reasonable attorney’s fees, as additional sums owed under this Agreement. Client further acknowledges and agrees that if a check tendered for payment is not honored by the bank for non-sufficient funds (“NSF”), it will not be re-deposited. If the bank does not clear the check, the Client will incur a fee of $45. The Client must immediately send a certified check or money order for the amount due, including the NSF fee, to the Company to cover returned check. Postdated checks are not an acceptable form of payment.

Termination

This Agreement may be terminated immediately by either party upon written notice for any of the following:

  • (a) upon five (5) days prior written notice by either party to the other party, or
  • (b) if the other party defaults in the performance of any material provision of this Agreement, which default is not cured within thirty (30) days after written notice from the non-defaulting party.

Refunds

IF YOU WISH TO CANCEL THE PROJECT AFTER THIS AGREEMENT HAS BEEN EXECUTED, YOUR INITIAL 50% DEPOSIT IS NON-REFUNDABLE FOR ANY REASON. PERIOD. IF YOU CANCEL THE PROJECT AT ANY POINT AFTER PHASE TWO HAS BEGUN (AS DEFINED IN “THE DESIGN PROCESS” BELOW), YOU WILL BE LIABLE FOR THE ENTIRE COST OF THE PROJECT.

Compatibility

Your new website will be designed for viewing on modern screens and tested for compatibility in the following web browsers: Microsoft Internet Explorer, Mozilla Firefox, Apple Safari and Google Chrome. I test on the Windows and Mac operating systems.  Unless specifically requested by the client, I do not code for web browsers or operating systems older than the current release or for those in beta testing at the time the project is begun. There will normally be additional charges for this work.

Changes After Launch

The design project covered in the proposal of services you receive from me concludes when your website is launched. I am happy to help you with changes to your website after this point. However, any changes or modifications that were not included in the original quote, other than fixing existing bugs, will incur my hourly rate for completion.

An “existing bug” is an error in the programming I provided that existed prior to launch and affects the operation or appearance of your web site.

Additional costs at my current hourly rate will be incurred for future support requests such as but not limited to:

  • Your web site has issues after an upgrade to WordPress or any plugins or software you are using.
  • You or a third party add code or a plugin to your site that affects its operation.
  • You need assistance adding new plugins or features to your site that wasn’t included in the original project.
  • A new version of a web browser has issues displaying your website properly.
  • You or a third party make changes or alterations to any part of the site.
  • Your site gets hacked or compromised and/or you lose files or data.

Web Page Count

(This website includes up to the listed number of Web Pages specified on the YOUR INVESTMENT portion of this agreement. In case the client desires additional standard webpage’s beyond the original number of pages specified above, the client agrees to pay  (CJ Hallock) an additional $95 for each additional webpage.)

The Use of Third Party Images and Photography

If you provide me with images or photography for use on your website, securing the appropriate license to use them is your responsibility. You assume the full risk of liability for the use of those images. If you are in doubt of the licensing status of an image, contact the original artist before providing it for me to use in your design project.

You agree not to include any images on your website (like those found on Google’s image search) without securing approval from the copyright holder for the image or determining that the image is in the public domain.

Certain media companies employ software that combs the Internet for websites using their images without a license. Many small businesses have received demand letters for thousands of dollars because they used a single copyrighted image, even innocently, on their websites. This is a common occurrence. Search for “Getty Images letter” and find hundreds of horror stories from small businesses.

An investment in professional photography can make a significant difference in the visual impact your website has on a visitor. I work with several photographers at varying price points should you desire this service. Just let me know.

If you do not have professional photography and do not desire to employ a photographer, I often utilize royalty-free images obtained from stock photo websites. The cost for licensing this stock photography is not included in the proposal and is billable on the final project invoice. I will ask for your approval before purchasing any stock photography. It’s usually very reasonably priced.

Terms of Use, Policies and Other Legal Pages

Depending on the nature of your site and your location, legal pages such as Terms of Use and policy pages such as Privacy Policy, Return Policy, etc. may be required for your site by government entities, vendors or licensing agencies. It is the sole responsibility of the client to determine whether such pages are required, and the creation of such pages is not included in the Proposal of Services for your new website unless specifically itemized in the proposal. You should consult an attorney to determine your responsibilities in this matter. I do have templates you can use ($50) even with the templates you should still consult with an attorney.

Copyright & Trademarks

The client represents to  (CJ) and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to (CJ) for inclusion in WebPages are owned by the client, or that the client has permission from the rightful owner to use each of these elements and will hold harmless, protect, and defend (CJ) and his subcontractors from any claim or suit arising from the use of such elements furnished by the client.

Intellectual Property (Who Owns What)

Your new website will be built using the WordPress content management system. WordPress and its associated software are “open source,” distributed under the GNU General Public License. I use WordPress to power your website but neither of us “own” WordPress or the third-party plugins used to add features to your web site.

When you hire me to build your web site, you are not purchasing WordPress, you are retaining my services to create a customized web site using the WordPress system.

The website design I create for you is licensed by me to you for one domain only (www.yourname.com). It may not be redistributed, resold, or modified for another domain in any way. If you would like to use your site or theme on an additional domain(s), please let me know and we will provide a quote for additional licensing. I’m easy to work with on this and the cost is typically minimal.

Any custom graphics, images, or photography I develop belongs to you as it is displayed on your web site. If you require high-resolution versions of any images or photographs I develop (for use in print, advertising, merchandise, etc.), additional licensing may be required. And again, I’m easy to work with on this.

When I utilize images or other content that are licensed for use on your web site by a third party, that party retains ownership of the content in question according to the terms of their own license agreements. For example, if I use a stock photo on your site, you typically pay for the license to use the photo on your site but you do not own that photo. If you have questions about licensing issues like this, just ask.

During the process of creating your web site, I will create various types of code, functionality, and processes. While this work is used on your website, I retain ownership of these as my intellectual property and reserve the right to use them on future web sites as well. I also reserve the right to use any part of any theme/design I develop for in future projects.

The re-use of code and visual elements helps me serve my future clients better just as your website will benefit from things we have learned and developed in my previous projects.

Marketing and Attribution Link

I reserve the right to use your project as an example inside of my promotional material and case studies. At the end of your project, I may ask you for a quote describing your experience working with me. I may also ask you to be a reference should any future clients desire to speak with people I’ve worked with in the past. Finally, I will place a small text link (called an attribution link) in the footer of your web site that states something like “Designed By CJ Hallock” which will contain a link back to CJHallock.com.

Plugin Licenses and Updates

One of the great strengths of WordPress is its immense ecosystem of third-party add-on software called plugins. Many of the plugins I use are free. However, I often use premium WordPress plugins that require an annual licensing fee for ongoing updates and support.

  • Plugins used on your web site are provided at their current software version.
  • I CANNOT GUARANTEE UPDATES OR SECURITY PATCHES FOR ANY PREMIUM PLUGINS USED ON YOUR SITE IF YOU OPT NOT PARTICIPATE IN OUR PEACE OF MIND SERVICE OR HIRE US WITH AN ONGOING RETAINER OF SERVICES.

Web Site Security

I employ basic WordPress security techniques when building your web site. However, studies have shown that the most common way that hackers gain access to your web site is through keylogging programs installed on the infected computers of users.

You agree to protect any computer that will log into the website by: installing and maintaining updated security software, using the most up-to-date version of your preferred web browser, keeping the operating system patched with recommended updates, and keeping versions of Flash and Java up to date if they are installed.

If your web site falls victim to hackers, I am happy to help you recover. However, the process is quite time consuming and can become very expensive. I strongly recommend my UpCare Service (detailed below) to protect your web site. Please ask me to explain the importance and benefits of this service for your website.

Web Site Hosting Service

Pricing in my proposal assumes web hosting on/with a recommended host. I use host companies with servers that are optimized for WordPress and my workflow. Since using other servers usually requires a change in my workflow (and makes the project take longer as a result), there will usually be a surcharge added to your proposal.

I CANNOT BE RESPONSIBLE FOR THE SPEED OF YOUR SITE, THE PERFORMANCE OF ANY OF YOUR SITE FEATURES, OR THE UPTIME OF YOUR SITE. FIXING ANY PROBLEMS RELATED TO WEB HOSTING WILL BE CONSIDERED BILLABLE AT MY CURRENTLY HOURLY RATE.

Web Site Updates and Backups

WordPress is a robust system as long as it is kept up to date with the latest software patches and backed up on a regular basis. I offer an UpCare Service in which I proactively backup and update your web site. Backups are made daily, and updates occur weekly. IF YOU ELECT NOT TO PURCHASE “UpCare SERVICE”, THE TOTAL RESPONSIBILITY FOR PERFORMING BACKUPS AND KEEPING WORDPRESS AND ITS PLUGINS UPDATED IS YOURS.

UpCare Service

UpCare Service combines optimization with web site backups and software updates. With “UpCare”, your website’s files and databases will be backed up automatically each day your web site has activity (if your web site does not have activity, there is no need for a backup to occur). This backup is stored in my cloud data vault where I retain the previous backups for your site.

Should your site become compromised by a hack or if your site becomes inoperable because of user error, I will restore a backup for you. If the restorations are the result of a hack, there is no limit to the number of restorations I will perform for you under this service. If the restorations are due to user error, we will perform a maximum of 2 restorations in any 30-day period. Additional user error-related restorations will be performed at my current hourly rate with a one-hour minimum.

UpCare Service also includes weekly updates of the WordPress core software, your theme files, and your plugin files. I perform updates on your site once per week for the items that appear in the “Updates” area of your WordPress dashboard. If you hired me to build your site and we implemented premium plugins that require an annual paid subscription to receive updates, I will maintain the appropriate licenses for you as long as they are paid up-to date. If I did not build your site and it includes premium plugins such as these, the responsibility is yours for maintaining the appropriate licensing to insure the availability of updates. I cannot be held liable for problems such as but not limited to hacks, inoperability or intercompatibility that arise from premium plugins which you choose not to license and are out of date.

As part of the UpCare Service, I will also take action at no cost when an update to a plugin creates conflicts or causes issues with the functionality of your website. The actions we take typically involve the removal of the offending plugin and replacement with a similar plugin or other programming. Should such an issue occur, we will consult with you to determine the best course of action.

IT IS YOUR RESPONSIBILITY TO INFORM US IF YOUR SITE IS EXPERIENCING PROBLEMS AND NEEDS ATTENTION.

Payment for UpCare Services

UpCare services are purchased on an monthly and annual agreement. For this service, payment is due on the first day of the current term.

Cancellation of UpCare Services

You may cancel my services with a 30-day notice. CJ Hallock does not offer refunds on UpCare services.

IF YOU ELECT TO DISCONTINUE MY SERVICES, THE TOTAL RESPONSIBILITY IS YOURS FOR PERFORMING BACKUPS AND KEEPING ALL COMPONENTS OF YOUR WEBSITE BACKED UP, SECURED, AND UPDATED.

Third Party Services

From time to time, my clients might employ the services of a third party that involves modifications on the your website. CJ HALLOCK CANNOT BE RESPONSIBLE FOR THE WORK OF A THIRD PARTY. Should my services be necessary due to any work performed by a third party, these services are billable at my current hourly rate.

Email Deliverability

Occasionally, your website will send an email when certain events occur such as the completion of a contact form, sale of a product, update/reset of a user’s password, etc. These emails that are automatically generated by the WordPress system are often flagged as spam (or not delivered at all) by email providers like Google/Gmail, Microsoft, Yahoo and others.

Since I can only control the sending and not the receiving of email, it is the client’s responsibility to regularly check spam folders and website form and order interfaces for any notifications that were not delivered to the client’s inbox.

SINCE I CAN ONLY CONTROL THE SENDING OF EMAIL AND NOT ITS RECEPTION, CJ HALLOCK CANNOT BE HELD RESPONSIBLE FOR ANY EMAILS THAT WERE NOT DELIVERED TO THE CLIENT FOR ANY REASON.

Disclosure to Law Enforcement

I may disclose information about my clients to law enforcement agencies without further consent or notification to the client upon lawful request from such agencies. I will cooperate fully with law enforcement agencies.

Domain Names

Registering a domain name for your web site and paying the fee for it annually is your responsibility. I will assist in the process of registration and connecting your name to the website if you desire. You can purchase your domain name for multiple years, or renew it annually at your discretion. Just be sure that the credit card the domain registrar has on file for you is current.

I AM NOT RESPONSIBLE FOR SUSPENSION OR LOSS OF DOMAIN NAMES BECAUSE YOUR CARD COULD NOT BE BILLED. Any time spent reestablishing your site after the domain expires is billable at my current hourly rate. And FYI, this can be complicated to deal with. Domain registration fees are not refundable.

Indemnification

The Client agrees to indemnify and hold harmless CJ Hallock, his subsidiaries, contractors, employees and affiliates and each of their respective directors, officers, employees, shareholders and agents (each an “Indemnified Party”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arise out of, or relate to the Agreement, Client’s use of the Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.

Choice of Law and Forum

This Agreement, and any related Statements of Work, shall be construed in accordance with, and governed by, the laws of the State of Tennessee without regards to Conflict of Law principles. In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Agreement or in the event of a claimed breach of this Agreement, the parties hereto agree that such dispute shall be determined by arbitration conducted by the American Arbitration Association pursuant to its commercial arbitration rules. The arbitration shall be conducted in Washington County, Tennessee, unless both parties agree in writing to a different location. The arbitration award is enforceable as a judgment of any court having proper jurisdiction.

Refusal or Discontinuation of Service

I reserve the right to refuse, restrict or terminate service to any client for any reason.

Disclaimer of Warranty

I WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT SERVER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL.

CJ HALLOCK HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Damages or Liability

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF CJ HALLOCK, HIS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR HARM CAUSED BY OR RELATED TO THE CUSTOMER’S SERVICES OR INABILITY TO UTILIZE THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NOTHWITHSTANDING ANYTHING ELSE IN THIS MASTER SERVICES AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF WEBCOUSA ENTERPRISES AND ANY OF ITS EMPLOYEES, AGENTS, CONTRACTORS OR AFFILIATES, UNDER ANY THEORY OF LAW SHOULD NOT EXCEED THE AMOUNT OF FEES IT HAS COLLECTED ON THE CUSTOMER’S ACCOUNT IN THE LAST SIX MONTHS.

Severability

No part of this Agreement will be affected if any other part of it is held unenforceable or invalid.

Headings

The headings in this Agreement are inserted for convenience only and are not a part of this Agreement.

Entire Agreement

This Agreement, and any Proposals of Service, constitute the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be waived, assigned, extended, amended, supplemented or modified orally, but only by a written instrument signed by the party against whom enforcement of any such waiver, assignment, extension, amendment, supplement or modification is sought.

Modifications

This Agreement may not be changed or modified except in writing signed by the parties.

Construction

The parties acknowledge and agree that they have read, understood and have actively negotiated the terms of this Agreement, participated in its drafting and have been represented by legal counsel. Therefore, this Agreement shall not be deemed to be the product of either party and shall not be enforced or interpreted any more stringently or strictly against either party.

Assignability

CJ Hallock reserves the right to assign subcontractors to this project to ensure the right fit for the project as well as on-time completion.

Laws Affecting Electronic Commerce

From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend (CJ) and his subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.

AGREEMENT
If you do not agree to our conditions, please notify me immediately to initiate suspension of your account. Use of your account or services shall constitute your approval.

Do NOT follow this link or you will be banned from the site!