Virtina.com ™ a brand of United Platforms Llc. Copyright 2014 Virtina’s goal is to create a customized, affordable and effective online solution with the flexibility to grow and expand with your success. Our work includes; Custom Web design, Web Development, Search Engine Optimization (SEO) and Marketing (SEM), Soc,ial Media Marketing (SMM), consulting, eCommerce services, content optimization, WordPress websites, hosting and management packages, domain names, and more, primarily utilizing our in-house services and a network of strategic partners. Please spend a few minutes reading these guidelines. Being familiar will help us be fair in working together. We really care about the way we interact in the business.
Definition of Terms:
Current (2014-2015) Billable Professional Rate $150/hr.– Professional Rate applies to business consulting, software and / or design UX and UI analysis and project management. We apply a mix of rates to project estimates that are generally lower however; rates are cumulative as projects will use expert, master and apprentice levels staff to accomplish your goals.
Current (2014-215) Minimum Professional Retainer $1,000 – The Professional Retainer Rate applies to the process of developing your Scope of Work and is applied to your phases of initial business consulting, software and / or design UX and UI analysis and project management.
The Phases include initial project estimation, contracts and preparations for production. Production Management – keeping your project on track and within the Scope of Work and or adjusting by agreement the Scope of Work and cost revisions during a project. The Final Phase deals with the following end of project sequence including in this order; final review, final edits, final payment, delivery, release phase (the initial 10 days after delivery) and Support Plans set ups.
Current (2014-2015) Minimum Project $3,000.– All projects require the minimum Professional Retainer of $1,000. The retainer funds are used to develop your Scope of Work, Contract and Project Production Plan. Your minimum project amount will be $3,000 in addition to and separately from retainer costs.
Design – Color selection, logos, graphics, backgrounds, created animations, font selection and navigation styles which, when arranged in a different combination, give a website an identity. The “look and feel” of a website. A noticeable difference in three or more of these elements constitutes a newly unique design.
Layout – the horizontal and vertical arrangement, alignment, spacing, delineation, separation or grouping of Website Elements on a web page.
Content – the exact and set of words, graphic images, photographs and other Website Elements used on your website. Website Elements – Graphics such as logos, illustrations, icons and images, photographs, text, links, forms, navigation elements and animations; each is considered a Website Element.
Navigation Elements – a grouping of links on one or more of your web pages used to navigate between sections or pages of your website.
Royalty-Free Image – photographs and pictorials, obtained or created for general use. Users pay to license images and can use them without paying additional fees. The copyright remains the property of the artist.
Merchant Account – a business banking relationship whereby you and a bank, working through a Payment Gateway, arrange to accept customer credit card and electronic payments at an eCommerce website. It is a separately paid service.
Shopping Cart – Software that allows consumers to purchase merchandise and services by way of integration with a Merchant Account.
eCommerce Software Platform – A set of software applications allowing businesses to create web pages and sell products or services to their customers over the Internet through integration with a Merchant Services Account. eCommerce Software Platforms can be grouped into one of the following two categories:
Integrated Software – Existing software which must be configured and customized for your site, and which is self-hosted. This software may be purchased, or it may be free, “Open Source” software, and there is typically no support for maintenance of your site or updates. Users DIY or contract separately for support.
eCommerce Hosted Solution – A web host company is providing licensed software or the eCommerce software owned and operated by the host. Your entire site resides on their servers. The monthly fee includes use of the software and web hosting, as well as technical support to help you maintain and operate your site.
Working with Us
All billing and invoices will be presented by:
United Platforms Llc.
1000 W. Valley Forge Cir. King of Prussia, PA 19406
Customer Service 888 478 4799 - firstname.lastname@example.org
1, United Platform” name will appear in CC statements.
Your Cost Projects are typically provided on a fixed-cost basis. Once a Proposal or Package is accepted and a deposit is made, The laws of the State of Delaware will govern any and all legal dispute(s) arising from the content of this Agreement and be settled through arbitration or mediation.
a) Estimates: The numbers and schedules represented above are approximate for the project under discussion. Estimates are not a warranty of a final price. Estimates may change as new specifications emerge or as external service costs change.
b) Fixed Price: A project’s price is fixed during the project timeline and will remain so with adherence to the guidelines. Projects suspended by a client beyond 50% of the scheduled timeline may incur fees for excess work.
2, Payment Terms and Project Stages
The typical down payment is 50% of project cost, due upon acceptance of your Proposal. The down payment signifies your acceptance of the Project Proposal submitted to you as it is written. When your payment is received, we begin Stage One of your project.
The Planning or Design Stage of your project includes:
a) A consultation regarding the aspects of your project as specified in your Proposal. Typically including; overall design look and feel of your website and the Home page in particular. Marketing elements for your website that are graphic and textual. Image and text content of your entire website, and the Home page in particular. Organization of content particularly as it pertains to the navigation of the site and any other elements as described in the Proposal or Package.
b) Creation of the actual design and layout of your website. Specifically this includes the following, as applicable to your Project: (define terms)
Design and layout of your Home page.
Design and layout of your “inner” or “sub” (non-Home) pages.
Design and layout of the Header area, including logo.
Design and layout of the main navigation element.
Design and layout of the footer area.
Design and layout of sidebar area(s).
Design and layout of any specifically requested website components such as image viewers, animated elements, galleries, image links and other graphic elements as described in your Proposal.
For eCommerce websites:
Design and layout of one Category page.
Design and layout of one Product page.
Design and Layout of the Shopping Cart and Checkout pages.
For WordPress websites:
Design and layout of one “static” (non-“blog”) page.
Design and layout of one “blog” type page containing excerpts of “posts”.
Design and layout of one “post” type page.
For all websites, we will use whatever graphic, image and text content you are able to provide us during the Design Stage, or we will use “dummy” text and images to be replaced by final copy and images during the Construction Stage.
For eCommerce websites, we will use one product image and descriptions as supplied to us by you or a “dummy” product to design and layout the Category and Product page example.
Design and layout submissions will be presented for approval in the form of graphic images in a file-type most easily viewable on your computer, or in the form of a website framework viewable in a browser, depending on the project, at our discretion.
Depending upon your website package we will typically provide three Design mockups from which one is chosen. A pre-determined amount of hours is allotted for achieving an accepted design and layout. Layout proposals will be modified and/or re-presented until they meet your satisfaction as to their “look and feel” up to the allotted design hours.
Pre-designed websites or template designs are to be implemented as they were selected and packaged priced. Additional paid options are available for customization of pre-designs and templates. Packages often include pre-designed themes that are customizable but customization of themes is an additionally paid option.
If our designs are submitted to you in a purely graphic form such as PDFs, we warrant that your website’s appearance will be of equal quality when rendered on multiple browser.
Standard Service Projects. Our practice is to achieve approval within three reviews or edit sequences of design submissions.
Collaborative Design Projects. Very high standards projects where we rely on your direct participation and approvals of design elements incrementally during the process.
Carte Blanche Projects – Highest Standards Projects. These differ from standard or collaborative design projects as we are granted carte blanche Virtina approval to provide designs without your routine approval of all style, layout and content detail.
Interim payment of 35%. This payment is due upon your approval of the design and layout of your website, as described above.
Stage Two. The construction stage of your project includes:
a) Construction of all pages of your website, including final text, graphics and images as provided by you or created by Virtina.com in collaboration with you.
b) Finalization of all other elements of your website, including navigation elements, image viewers, animated elements, galleries, image links and other graphic elements, forms, Social Media elements, Newsletter Signups, Graphic User Interfaces (GUI’s) for database use, custom Content Management System (CMS) dashboards, etc., as applicable or as described in your Proposal or Package.
For WordPress sites, this includes “Widgets” and “Plugins”.
For eCommerce sites, this includes Shopping Cart and Checkout pages, integration with your Merchant Account system and Shipping Rules and any other eCommerce elements and rules as described in your Proposal or Package.
You may contract with us as an additionally paid option to install products within eCommerce systems as these may typically not be included in a Package.
All of the above will be considered “Final” when they are tested as to appearance, layout and functionality, are visibly working in all major browsers, as described in the section of this document called “Browsers”.
c) A predetermined limited hours based orientation and instruction for you or your designated representative on the use of any CMS, GUI, dashboard or “Back End” of your site so that access and general control of your website can be in your hands to the extent possible and as described in your Proposal. Final Payment of 15%. This payment is due upon completion of Stage Two. Upon Final Payment, your site will be uploaded and “Go Live” on the Internet. Control of any Content Management included in your Project will be turned over to you. Clients who are already in possession of their own hosting accounts or “Hosted Solution” accounts, please see the section 15, “Your Hosting Account” below.
3, Communicating with Us
Through the stages of your Project while we are consulting with you and working on the design of your website, we must be able to communicate verbally, in writing through email, share files and screen share. These are standard methods to facilitate productivity.
In later stages you will see your website online as it is developed, and verbal communication will be required via phone. Approvals acquired verbally will always be confirmed in referenced email. We often use Skype, a popular and secure, free “peer-to-peer” system. Skype can be downloaded for free at www.virtina.com, and is easily installed. We will assist you with setting your Skype Preferences to ensure your privacy if needed.
4, Delivering Content to Us
You agree to provide content to us via the project management tools that we provide for efficient management of your information. These include our file share and communication tools, approval and help systems.
Verbal approval of stages of your website will be confirmed in writing via email or Skype.
Unless otherwise agreed, approvals must be made within 24 to 48 hours once submitted to you to avoid delays in your Project.
We may request approval of a specific page or section of a page on your site in order to avoid Excess Work.
6, Content for your Website
We will use the content you provide as is without adjustment unless you specifically contract us to copy-edit or proofread text material or alter or edit graphic images beyond the scope of cropping or resizing images or graphic elements.
A) To avoid creating Excess Work: Text content provided to us should be carefully proofread before delivery.
B) Graphic content such as photographs, diagrams and illustrations should be delivered to us as .jpg, .gif .png .psd or .ai files. Files delivered to us in any other format may create Excess Work.
It is always best to send us images larger than they will appear on your web page. Resizing an image down retains image quality. If you will be using photographs taken specifically for your project by a Professional Photographer, please ask them to contact us to coordinate file types and sizes.
C) Text and images must be clearly named and marked as to which pages they belong. When using Royalty-Free Stock Images, send us the name of the Stock Image website, image number and location on your website where you want the image used for each image. (Please see section entitled “Other Fees”.)
7. Excess or Emergent Work
Emergent Work: It’s not unusual after the start of a project to recognize that some content, function or service not originally envisioned for the website needs to be added to the Project. This is defined as “Emergent Work”. Emergent Work is not considered within a Project’s scope of work and will be estimated with mutually agreed costing and added to a Project’s base cost.
“Excess Work” is defined as work created by changes after approval:
a) Content delivered to us as APPROVED which is then embedded in a web page on your site during production that you later decide needs to be changed or edited.
b) Content, design or layout you request to be changed after approval.
c) Unsuitable file types or sizes requiring file conversion, correction or enhancement.
d) Requiring us to develop your Project in a sequence other than our recommended practice.
e) Approvals not provided in a timely fashion. We may notify you that Excess Work is being created in your Project and do our best to work with you to avoid additional expense. Excess Work is billable at the rate of $150 per hour.
8. Other Fees
Hosting fees for standard websites or eCommerce websites and ancillary resources such as SSL Certificates, email marketing services and video hosting services have their own accounts and fees associated with them. All of these fees are part of your own monthly budgeting and are not included in the cost of development services. We will work with your existing hosting resources in general. On occasion it is sensible to change hosting services and consolidate domain and hosting but we will not recommend this without practical technical reason. We offer domain registration and hosting services through www.virtina.com , backed 24/7 Tech Support. If you need Royalty-Free images, we maintain accounts with a number of Royalty-Free image providers and can usually download them at a cost of between $5.00 and $10.00 per image. Images can be more expensive and will only be obtained with your consent. The cost of your Royalty-Free images will be added to your Interim and/or Final Payments.
Browser render websites slightly differently. Virtina.com works hard to make your website look good on all major browsers on all computers. We guarantee that your site will look good and function properly in Internet Explorer 11, 10 and 9, Firefox, Chrome and Safari within two whole numbered versions retroactively including the then current version at the time of your contract. That is; the present and one whole version. ex. ver 6 ver 5
We DO NOT support Internet Explorer 6 or 7 or earlier versions of Firefox or browser on PC’s with Operating Systems earlier than Windows 7.
It is always possible to have browser compatibility issues. Additional browser and deeper compatibility with older version browsers can be provided at additional expense. Mobile systems iPad/Phone and Android Tablet/Phones will operate to varying degree and typically have styling or compatibility issues and most can be corrected at additional expense.
1) It is not a part of the project to fix less than optimum behaviors of the standard Volusion system and shopping cart.
2) Shopping cart standard behaviors can sometimes affect user experience negatively, it depends upon the particular situation and this does vary a lot.
3) It is not a defect in Volusion’s software if it is not perfectly suitable for every scenario nor is it required of Virtina to provide compensating software solutions for circumstances where Volusion’s standard system behavior does not perfectly suit your business need.
4) We can write software to compensate for many standard Volusion system behaviors at additional cost.
10. Log In User Names and Passwords
Virtina.com will ensure that you receive in written electronic form any log in information that we create for you, including domain name registration, hosting accounts E-commerce and WordPress dashboard logins, etc. This information is confidential and will not be shared with anyone without your written consent. We will do our best to keep this information on record for you as long as possible but we do not guarantee that we will have it should you lose or misplace it. We urge you to keep multiple copies of this information in secure locations that will be accessible to you in the future.
Virtina.com recognizes and acknowledges that your acceptance of our Proposal creates a confidential relationship between Virtina.com and Client and that information concerning Client’s business affairs, customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Client is hereinafter collectively referred to as “Confidential Information.”
Virtina.com agrees that, except as directed by Client, it will not at any time during or after the term of your Project disclose any Confidential Information to any person whatsoever.
13. Conflict of Interest
Virtina.com shall not offer or give a gratuity of any type to any Client employee or agent.
A. Acceptable Forms of Content Delivery: Text and image content should be delivered to us in digital/electronic format, and appropriately represent the information to be displayed on your website. We will use the content you provide as is without adjustment unless you specifically contract us to copy-edit or proofread text material or alter or edit graphic images beyond the scope of cropping or re-sizing images or graphic elements. Content you provide to us after your Project starts, or content that you desire to be changed or modified after pages have been developed will incur additional hourly fees if rework is necessary to make adjustments, per the section of this document entitled “Excess or Emergent Work”.
B. Transferred or Otherwise Copied Content: When website content is being copied or transferred to Virtina.com from another hosting account provider or any other source, Client assumes all responsibility for content that may be rights-managed, in accordance with the Legal Waivers, Disclaimers, Limits of Liability, and Durability section of this Agreement.
1. Damaged or Missing Content: When transferring a website to Virtina.com from a third-party hosting service provider, Virtina.com is not responsible for correcting damaged or missing content from the third-party hosting service provider. Examples of damaged or missing content include, but are not limited to, broken links, corrupted files, proprietary code, and other such materials that are not readily available or cannot be obtained from the third-party service provider.
2. Transfer of Erroneous Content: If your website is being transferred to Virtina.com hosting without specifically including copy editing services in your Proposal, Virtina.com is not responsible for typographical errors, layout errors, typesetting errors, grammar errors, spelling errors, or any other errors transferred from source documents and files.
C. Login Access to Relevant Accounts: For the purpose of fulfilling the agreed upon Scope of Work as described in your Proposal, the term “Content” includes all account access information that we need in order to transfer or configure files, E-commerce accounts, shopping carts, merchant services, domain names, email accounts, 3rd-party services, etc. in conjunction with your Project.
15. Your Hosting Account
In the case of a Web Hosting Account or Hosted Solution Account being owned and controlled by Client at the inception of your Project, you agree not to exclude Virtina.com from access to the account until the Project is complete, approved and paid for in full. Should you do so, you agree that you are subject to the conditions set forth in this Agreement in the sections entitled “Un-collectable Payments”, Declined Payments”, “Languishing Projects” and “Active and Dormant Accounts”.
In the case of Web Hosting Accounts or Hosted Solution Accounts set up by Virtina.com for you, we promise to turn over all account access to you once your Final Payment has been made, and instruct you on how to exclude us from access to your account(s) should you choose to do so.
16. Third-Party software and Licensing
In the event other Third-Party-Materials are necessary to complete the project, including but not limited to applications; software; stock photo images; clip-art; video clips; subscriptions; or licenses, you agree to procure and provide us with, or reimburse us for procurement of such materials as needed.
17. Completion and Grant
Virtina.com agrees that upon Final Payment your Project Work Product will become your exclusive property. Any rights granted to Virtina.com in your Proposal shall not affect Client’s exclusive ownership of the Project Work Product. Virtina.com will not withhold the full publication of your website(s) or control of your Project Access and Assets once Final Payment has been fully received.
Because there are conventions used in website layout that are commonly associated with certain types of websites and certain industries in the Internet marketplace, for the purposes of this document the term “Project Work Product” herein includes Design and Content but does not include Layout.
“Project Work Product” consists of your identical design, logo, images that you own outright, text content provided by you or written by us for you, browser script or computer code that you own exclusively and any other exclusively owned website elements as described in your Proposal.
18. Hourly Rates
Our hourly rates are subject to change without notice. Project pricing and hourly rates specific to the Scope of Work for your Project are guaranteed to remain as quoted in your Proposal through the completion of your Project. The hourly rates quoted for additional (future) work after your Project’s completion are not guaranteed in perpetuity and may change (increase or decrease) in response to market demands.
19. Payment Methods
Virtina.com will accept payment for services and products by check, credit card, PayPal, bank wire, ACH, eCheck, EFT, bank transfer or cash. In the case of cash an electronic Paid Invoice will be provided. In all other cases, printed or electronic record of the payment provided by the paying institution will be considered adequate proof of payment. In all cases other than cash payment, payment will not considered to be complete until funds clear into our bank account.
20. Notification of Recurring Payment Changes
It is important that you update any credit card, bank account, PayPal or other payment method changes immediately as they occur, and notify us. Client is responsible for making payment information updates in a timely manner in order to preclude any service fees from being incurred.
21. Un-collectable Payments
In the event that we are unable to collect payment for work performed or other valid charges and fees as described in this Agreement, including future invoices for emergent and routine website updates, you agree to be responsible for any and all fees pursuant to, and incidental to, obtaining payment for such balances due to Virtina.com. Such fees may include but are not limited to, collection agencies, travel, lodging, per-diem, attorneys, court costs, etc., for attempts made to obtain payment and reconcile your account.
22. Delinquent Payments
Virtina.com reserves the right to suspend, withhold, undo and/or discontinue any services including, but not limited to, hosting, marketing, web design, domain registry, and email related to your account until your account is reconciled in good standing, within 30 days of written notice of our intent. In such an event, notice will be provided to the addresses of record via Email, USPS and telephone. In the event that your website is hosted on a server other than provided by Virtina.com, you agree that Virtina.com may remove or reverse any work performed that has not been paid for, or in the event that Virtina.com no longer has access to that work, you agree to have the work removed or reversed until such time as your account is reconciled as paid-in-full to Virtina.com.
23. Declined Payments
A) NSF Checks/Bank Drafts: Non-Sufficient Funds (NSF) checks/bank drafts will incur a fee of $30 per incident.
B) Recurring Monthly Service Fees: If a Credit Card, PayPal or other payment method is declined, a service fee of $30 per incident will be assessed to Client. This includes payments that decline due to expired credit cards, over-limit charges, or card numbers that have been replaced due to being reported lost or stolen. The automated billing system for hosting and ongoing marketing will still attempt to process the transaction using the information on file. It also includes any payment that declines due to the payment method(s) associated with Client’s PayPal or other account failing to process due to, but not limited to, credit card expiration, Non-Sufficient Bank Funds, closed accounts, etc.
C) Second Attempt at Billing: If a credit card, PayPal or other payment method, paper check, or bank draft payment is declined, we will wait five (5) business days before attempting to re-present or re-post the payment, during which time we will attempt to contact you by phone and/or email. If a PayPal or other payment is declined, the PayPal or other service may attempt to represent the transaction one additional time. If the subsequent payment is declined (credit card, paper check, bank draft, PayPal or other payment method), it will be considered a new, separate incident, and the service(s) for which the payment was to be applied will be suspended until the account is paid to good standing, including resulting service fees.
D) History of Declined Payments: If payment for an ongoing monthly service declines for three months out of a twelve month period, you agree to convert monthly billing to an annual billing interval for website hosting services, and/or to a quarterly billing interval for ongoing Search Engine Marketing (SEM) services, and will be invoiced for pre-payment of the next billing period, accordingly.
If you dispute a credit card charge or bank draft transaction due to your oversight, negligence, or error, you agree to reimburse Virtina.com for any charge-back fees that result, and you agree to re-institute payment for services rendered or contracted which you charged back.
25. Languishing Projects
Upon your acceptance of your Proposal, as signified by the Initial Payment having been made, this document, along with the Proposal, becomes a legal and binding Agreement for contracted services with respect to the Scope of Work contained within the Proposal. Your Project will be prioritized and managed at the opportunity cost of other projects that we might have otherwise accepted. Consequently, the following provisions are in effect in order to ensure that Virtina.com is able to make reasonable and timely delivery of your Project with minimal damage or impact to our other clients’ projects. A “languishing project” is one with a lapsed due date and/or either has made no progress or insufficient progress to ensure completion within a reasonable period of time (“reasonable delay”) as specified herein.
A) Reasonable Delay: If circumstances develop that cause delays by any Party to this document, we will make every attempt to adhere to the proposed Project End Date as specified in the Proposal. We are understanding and flexible to reasonable delays due to emergent circumstances unforeseen at the Project Begin Date. For the purposes of this Document, all Parties agree that within 45 days is considered “reasonable delay”.
B) Our Fault: It will be considered our fault if we, our strategic partners, or our assigns are unable to complete your Project within 45 days of the Project End Date due to circumstances for which we are responsible, including technology failure on our part, labor strike, or incompatible skill set for the Scope of Work we have agreed to herein. Unless mutually agreed upon otherwise, we will prorate the billing (at the discounted rates herein) to account for work actually performed, and we will provide it to you in a fashion that is usable by another professional web developer. After prorating the billing, we will then issue you a refund for the amount of any overpayment you have made, or if a balance is due to us, we may waive such balance to reconcile your account.
C) Not Our Fault: It will be considered not our fault if we, our strategic partners, or our assigns are unable to complete your Project within 45 days of the Project End Date due to circumstances including but not limited to not receiving necessary content and materials from you, your failure or refusal to communicate or respond to repeated requests we initiate (history of not returning phone calls, emails, etc.), mid-project changes to Scope of Work which cause project delays, and/or rework of any kind after you have approved or accepted project work. If any of the aforementioned situations in this paragraph arise and we are unable to resolve them within a reasonable delay, after 45 days you authorize us (or the applicable billing Party) to apply payment in full for the remaining balance on account using your payment method on file, which we will then apply as a non-refundable credit to your account. We will apply the credit on your account to the Scope of Work of your Project once the project resumes, unless the project becomes a Dormant Account as defined in the following section.
26. Active and Dormant Accounts
A) Dormant: Your customer account with us will be considered “active” for one year after any activity posted to it. Your account will be considered ‚”dormant” if no transaction activity occurs within one year. Once an account becomes “Dormant”, the account will be immediately closed, any unclaimed work will be permanently and irreversibly purged (deleted) from our servers without saving it to external media, and the amount paid by Client for the unclaimed work will be forfeited without credit or refund.
Hosting, Search Engine Optimization (SEO), Search Engine Marketing (SEM), Domain Name purchases and renewals, Web Development Work, Graphics Design work, or most other transactions (receipts or invoices) will serve to reset the one year (365 days) counter (exceptions include account service charges, finance charges on overdue balances, and any monthly account management fees on dormant accounts) to keep your account in an active status for the respective service provider.
B) Dormant with Balance Due: Dormant accounts with a balance due are considered negligently delinquent, meaning that the outstanding balance due is excessively overdue for a period of over one year. We will attempt to obtain payment from you for overdue balances via periodic statements mailed to your last known billing address on file. To maintain administrative efficiency, your approval of this Agreement acknowledges your understanding that balances due on dormant accounts will be considered “bad debt” and may be referred to a collections agency, which in turn may reported to credit bureaus. At our discretion, we may also pursue legal action to recover funds from overdue balances, in which case you agree to pay all costs and fees including, but not limited to, travel, lodging, per-Diem, attorneys, court costs, etc., incidental to the collection of your balance due. Your Dormant Account with any balance due will be immediately closed, and any other services provided to you by Virtina.com will be terminated without refund.
C) Dormant with Credit on Account: Dormant accounts with credit balances are considered to be abandoned funds, meaning that the outstanding credit has aged to the point where you have lost interest in retaining it or receiving benefit from its use for a period exceeding one year (365 days). We will notify you of any refundable credits you have on account via periodic statements or credit vouchers mailed to your last known valid billing address on file. To maintain administrative efficiency, your approval of this Agreement acknowledges your understanding that dormant accounts with credit balances will be assessed a $25 monthly management fee beginning on the first day that begins the second year of no activity on the account. The monthly management fee will continue in perpetuity until a transaction occurs which brings the account back into “active” status, or the credit balance is depleted. Once a credit balance is depleted from a dormant account, the account will thereafter be immediately closed.
D) Dormant with Partial Work Completed: Accounts that qualify as a “Languishing Projects (Not Our Fault)” for a period exceeding one year (365 days) that are paid up to the point of work completed, but on which the agreed upon Scope of Work have not been completed, will be considered “Dormant with Partial Work Completed”. Until the point where the account becomes “Dormant”, Client may “claim” their partially completed work by requesting that any work performed by Virtina.com is saved on external media (CD-ROM, DVD-ROM, or Flash Drive) and shipped with delivery confirmation to Client for a service fee of $50, paid in advance.
27. Legal Waivers, Disclaimers, Limits of Liability, Durability
Why This Section is Needed
The following Waivers, Disclaimers, and Limits of Liability are in effect due to 1) the widespread and far reaching linkable and attainable content digitally available via the Internet, 2) our inability to control and monitor such content, 3) our inability to certify or verify rights managed content provided to us by our clients with regard to their website’s development, and 4) the ability for our clients to make changes and additions to their own website content themselves, or through third-party applications and services beyond our control.
You agree to indemnify and hold harmless Virtina.com, our strategic partners, and our assigns, from, but not limited to, legal action and any associated attorney’s costs, court fees and associated expenses as follows herein.
A) Disclaimer of Warranties: Virtina.com disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, operability, and/or availability of information or material displayed on Client’s Website or hosting service. Additionally, Virtina.com disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material. Further, Virtina.com disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Internet through Client’s website or any other website.
Virtina.com services are provided “as is,” with no warranties whatsoever. Virtina.com disclaims to the fullest extent permitted by law all express, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. Additionally, Virtina.com disclaims any warranties regarding the security, reliability, timeliness, and performance of all hosting, merchant account, consultant, and other service providers related to support, performance, and functionality of Client’s website. Further, Virtina.com disclaims any warranties for any information or advice obtained through or advertised related to the hosting, merchant account, consultant, and any other service or services, as well as for any information or advice received through any links provided in or by such services.
Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. If any portions of the Disclaimer of Warranties paragraphs do not apply to you because the law does not allow them, the remaining portions of the Disclaimer of Warranties paragraphs which are allowable by law remain in full force and effect. You also may have other rights that vary from state to state and jurisdiction to jurisdiction.
In states where exclusion of implied warranties is not allowed, and/or in any situation not covered elsewhere by this Agreement where damages may otherwise be awarded, Client agrees that the maximum amount of damages is limited to the actual monies paid to Virtina.com as agreed upon specifically and solely in the “Scope of Work” and “Project Pricing” sections of this Agreement for work performed, excluding any and all website hosting fees and/or ongoing Search Engine Marketing (SEM) fees. Any payment of damages agreed to be paid to a client will require the client to immediately cease use of the website and any other services provided by Virtina.com and the agreement of the client to refrain from use of any website design or business services provided by Virtina.com from that day forward.
B) Limitation of Liability: Virtina will not accept liability to you in respect of any loss or damage (including indirect special or consequential loss or damage) which may be suffered or incurred by you or which may arise directly or indirectly in respect of any services supplied by Virtina or in respect of any failure or omission on our part to comply with our obligations as set out in these Terms and Conditions. Any liability of Virtina or it’s owner subcontractors or consultants in connection with goods or services supplied to you will, subject to any non-excludable liability for breach of conditions or warranties implied by legislation and to the maximum extent permitted by law, at the election of Virtina be limited to in relation to services, the supplying of the services again or the payment of the cost of having the services supplied again and not to exceed our original cost of provision of service.
Under no circumstances shall Virtina.com be liable to any user on account of that user’s use or misuse of, or reliance on, the hosting, merchant account, or other third-party services associated with Client’s website or provided to Client. Such limitation of liability shall apply to prevent recovery of direct, indirect, incidental, consequential, special, exemplary, and punitive damages whether such claim is based on warranty, contract, tort (including negligence), or otherwise, (even if Virtina.com has been advised of the possibility of such damages). Such limitation of liability shall apply whether the damages arise from use or misuse of, and reliance on, such services, from inability to use such services, or the interruption, suspension, or termination of such services (including such damages incurred by third parties). Client holds Virtina.com, its officers, directors, employees, subcontractors, strategic partners, and other assigns harmless from any and all errors, omissions, and/or damages that may relate to services rendered or content contained on or within Client’s website, as well as from any marketing efforts related to or incidental to the promotion of Client’s website.
Some states or other jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations and exclusions may not apply to you. If any portion of the Limitation of Liability paragraphs does not apply to you because the law does not allow them, the remaining portions of the Limitation of Liability paragraphs which are allowable by law remain in full force and effect. You also may have other rights that vary from state to state and jurisdiction to jurisdiction.
In states where exclusion or limitation of liability for incidental or consequential damages is not allowed, and/or in any other case not covered by this Agreement where damages may be awarded, Client agrees that the maximum amount of damages is limited to the actual monies paid to Virtina.com as agreed upon specifically and solely in the “Scope of Work and Price” Section, (Paragraphs 2.a., 2.b., and 2.c.) of the “Project Vital Signs” portion of this Agreement for work performed. Any payment of damages agreed to be paid to a client will require the client to immediately cease use of the website and any other services provided by Virtina.com and the agreement of the client to refrain from use of any website design or business services provided by Virtina.com from that day forward.
In the event of any dispute arising from the terms or performance in conjunction with this Agreement, Client agrees to pay their fair share of costs as determined by independent certified mediation including, but not limited to, travel, lodging, per-diem, attorneys, court costs, etc. incidental to the resolution of such dispute.
C) Content Posted on, Linked To, or Linked From Client’s Website: Client’s website, the sites displayed in Internet search results, or linked to/from Client’s website may be developed by people or companies over whom Virtina.com exercises no control. We are not responsible and shall not be liable for the content, listings or advertisements contained in websites we develop, and those websites may include technical inaccuracies or typographical errors notwithstanding our efforts to eliminate them. Virtina.com does not check licenses, trademarks, certifications, copyrights and other certified or rights managed content provided by Client or provided to Client, and Client agrees to hold Virtina.com harmless of all infractions, breaches, or legal consequences resulting from use or misuse of content posted on Client’s website. Client assumes sole, total and complete responsibility for use of all content on Client’s website. Virtina.com does not assume the responsibility of monitoring the use of trademarks, certifications, copyrights, or other rights of third parties. Virtina.com may make improvements and/or changes in the products, services, and/or programs described in these materials at any time without notice. A search using Internet search tools, resources, or services may produce search results and links to sites that some people find objectionable, inappropriate, or offensive. Virtina.com cannot guarantee that an Internet search will not locate unintended or objectionable content and assume no responsibility for the content of any website included in any search results, including Client’s site.
Links created by Virtina.com personnel (and also Virtina.com’s subcontractors and assigns) that involve article and blog submissions in conjunction with search engine marketing efforts performed by Virtina.com may credit the Client’s name, Client’s company, Virtina.com or a Virtina.com employee, vendor, subcontractor or other assigns as the author or co-author, with content of the written copy to be created at Virtina.com’s discretion for search engine promotion and marketing merit. Client may request (in writing) to review such content prior to posting and/or publishing articles and/or blog entries. Upon Client’s review of written copy content, or in the absence of Client’s written request for review of such content preceding the publication or posting date of such content, Client agrees to hold harmless Virtina.com from any liability, misrepresentation, or damages resulting from article and blog citations.
D) Search Engine Optimization (SEO), Search Engine Marketing (SEM) and Social media Marketing (SMM) Disclaimer: Although it is our goal, when contracted to perform SEO, SEM and SMM services, to facilitate top placement in any given category with selected keywords for our Client’s website, we can not guarantee such results. Different search engines employ various criteria, which often change on a month-to-month basis. Your placement on a “search engine results” page is not only subject to these criteria, but also the past SEO and SEM history, Web traffic and popularity of other websites. Some criteria that influence your website’s placement on the search engines include (but are not limited to) the following:
• Keyword selection (words that define your business, products and services)
• Keyword relevance to site text (how words are used, and their placement on the page)
• Number of hits per page (traffic to the site from search engines or direct)
• Number of pages on the site with navigable links (scope of site)
• Number of cross-references on the Internet (reciprocal links, Blogs, etc)
• Use of Alt-Tags, image titles, and other Web site elements (including Meta Data)
• Number of site modifications per month (freshness of content)
• Frequency of search engine submission (not too often or seldom)
• Use of Flash, certain Java scripts or other elements that impede optimization (e.g. images of text versus actual text)
There are literally dozens of additional criteria that span between various search engines and directories on the Internet. Although Virtina.com can not guarantee you the Number One spot on a given search engine for any given keyword, we can assure you that methodical analysis and consistent review of your SEO, SEM or SMM strategy should gradually elevate your placement to optimal levels. It may take days, weeks, or months for a given keyword to reflect your placement on the first page of search results, depending on individual words used, and some keywords may not yield favorable/desirable results at all.
We state this disclaimer to provide you with an informative, realistic appraisal of what is involved with Search Engine Optimization (SEM), Search Engine Marketing (SEM) and Social media Marketing (SMM), and to provide advance notification that no online solution company can ethically guarantee your positioning on the major search engines. Our goal is to optimize your site using more effective methods and a consistent process.
E) Cancellation of Agreement:
Purchases are non-refundable. Because our production department may immediately begin provisioning your website resources and other factors. However, at our sole discretion, we may make adjustments or partial refund. To make a determination we use the principal of fair exchange.
For example: If a mistaken purchase was made and you communicate within hours of your realization by phone and email we would certainly consider your request. A full or partial refund may be made or a full credit to the correct service. However, after projects are underway, many hands and minds are working for you. So the more that has been done and the more time that has transpired the less reasonable it is to expect or request a refund. All projects, even at the smallest of scope use time and energy from the first call or email. We hope that you will work with us in the spirit of fair exchange and always consider the best for all concerned.
Considering all of the aforementioned, after three days from the time of your purchase we will not consider a request for a refund as reasonable or fair minded.
This agreement shall commence upon the Initial Payment for your Project and may be cancelled by you with three (3) business days via person to person direct phone contact between management @ (646 257 3800) or (516 946 2745) and confirming written email notice to service@Virtina.com. If this Agreement is cancelled by you after work has begun, you agree to pay for actual work performed at a pro-rated hourly rate of $110/hr. Funds paid in advance will first be applied to actual work performed which will include at this point our cost of sales at 25% of your project total amount.
If for any reason cancellation should become necessary after three (3) days then progress project milestones will be used as the basis for determination of a final payment schedule to Virtina.com. Payments for work performed beyond the project milestone midpoint are due with your request to cancel. Virtina.com will provide a written account of work performed and will deliver all project materials to you. Remaining balances in your favor will be refunded within 30 days.
F) Durability of Agreement:
Virtina.com provides services to clients in all 50 states of the United States of America, and internationally. Individual state laws and laws from country to country vary. In the event that any clause or section of this Agreement is determined by competent legal authority to be invalid or unlawful, the rest of this Document remains intact and enforceable to the fullest extent of applicable laws.
The laws of the State of Pennsylvania and / or Delaware will govern any and all legal dispute(s) arising from the content of this Agreement.