IMPORTANT - READ CAREFULLY:
This Web Services Addendum is an addendum to, and supplements and forms part of, the Order Form and the Service Agreement entered into between TeleVox and Client with respect to, among other services, WebPlus Website Design services. The terms of the Addendum shall govern in the event of any conflict with the Order Form or Service Agreement.
You have engaged TeleVox to complete the project of developing and/or improving a World Wide website to be installed on either the Client's web space on a web hosting service's computer, or web space and hosting provided by TeleVox. If web space and hosting is being provided to the customer by a company other than TeleVox , the Client hereby authorizes TeleVox to access this account, and authorizes the web hosting services to provide us with "write permission" for the Clients' webpage directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project.
Building a web site to address each Client's individual needs requires collaboration between TeleVox's Web Implementation team and the Client. Client may delegate an individual or entity to work with TeleVox to complete the process. In the case of any such delegation, Client hereby provides its authorization for such person or entity to act on its behalf and to bind Client with respect to any decision or matter.
3. Website Package Elements
The following elements are included in the Standard Website Package:A. Web page design and site architecture
A Web Specialist from TeleVox will conduct a comprehensive design conference with the Client to gain an understanding of the Client's goals, messaging and stylistic preferences. A design will be presented to the Client in the form of screenshots of the home and interior page. TeleVox will make a reasonable number of minor modifications so as to not delay the implementation process. Complete redesigns are available for an additional fee.1B. Graphics Package
Masthead graphic, homepage graphics, navigation, internal page design and layout. Photos and images may be provided by Client, or may come from TeleVox's stock photo/image library. Custom illustrations are not provided. If the Client's design requires specific art images that can not be purchased through stock imagery, it is the Client's responsibility to contract the work to an artist or illustrator and provide us with the images. TeleVox can provide a limited amount of illustration for an additional fee.2
C. Site buildis the development of the site based on Client approved design, site architecture and Flash elements. If the Client recants approval of the site design during this phase, a complete redesign will be required.1
D. Applying text and contentprovided by Client, our standard text library, or a combination of both to the site.
E. Additional features listed within the package you purchased.
F. Linksto external pages if necessary.
G. Installationof the web pages on the web hosting servers.
H. Content Management System (CMS)allows the Client to make edits to page text and add/remove photos from the body section of the web pages.
I. Web support for changesto existing web pages for the duration of the contract. These are changes that alter the text and images in the body of the site, and that repair errors, broken links and images, and other minor changes. Changes that alter the site design, or require rebuilding Flash elements are considered major changes, and are covered in Item 5 below. Change requests can be made by sending an email to firstname.lastname@example.org, or by calling 800-706-0459 (7 a.m. until 5 p.m. CST).
J. E-mail response linkon each webpage to any e-mail address the Client designates, as well as a webmaster link to note any issues with links or broken images on the website.
K. Basic formto handle requests, get contact information from site visitors.
4. Payment Terms
Fees for the Website Design services shall be paid in accordance with the terms of the Order Form and Service Agreement in three equal monthly installments. In no event shall the Go-Live date occur prior to the date upon which Client has paid all amounts owing for Website Design services. TeleVox retains all intellectual property rights in all technology, telephone numbers, web addresses, software or systems related to the Website Development services and the website being created for Client by TeleVox. TeleVox shall have no obligation, other than to return Client Material (as defined below), upon Client's failure to make any payment due hereunder or under the Order Form or Service Agreement.
5. Go-Live date
This is the first full day that your TeleVox designed website is available to the general public from your Registered Domain (URL).
6. Major Changes after Go-Live date
Major design changes are defined as altering more than 30% of the layout or theme of the website, and/or rebuilding Flash elements. These site alterations are available on an hourly fee basis.3
7. Project Completion
TeleVox and the Client must work together to complete the website in a timely manner. We agree to work expeditiously to complete the website. Client's failure to respond to attempted communication via telephone and email will delay the progress of the Client's project. TeleVox shall not be held responsible for any delays resulting from acts or omissions of the Client or its agents or events or circumstances outside of TeleVox's reasonable control.
8. Copyrights and Trademarks
The Client may provide text, graphics and other content to be included in Client's website ("Client Material"). TeleVox may also provide text, graphics, and other content to be included in Client's website ("TeleVox Material") and it will retain ownership and copyright of any TeleVox Material. You agree to indemnify TeleVox against all costs (including attorney's fees) resulting from any claims of any third parties based on your website's content (other than the TeleVox Material), including without limitation claims of trademark or copyright infringement. Your obligation to indemnify TeleVox applies even if the claims against TeleVox are based on its sole or concurrent acts, omissions, violations or breaches of duty. TeleVox may remove any content that it believes may violate any other party's trademark, copyright or other rights.
9. Laws Affecting Electronic Commerce
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees to be solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend TeleVox and its subcontractors from any claim, suit, penalty, tax or tariff arising from he Client's exercise of the internet electronic commerce.
10. Copyright to Web Pages
Copyright to the finished assembled work of web pages produced by TeleVox is owned by TeleVox. Upon final payment of this contract, the Client is assigned rights to use as the website design and graphics in the finished assembled website. However, the rights to our standard text libraries and Flash education features belong solely to TeleVox. In the event the Client chooses to discontinue the relationship with TeleVox, the Client will not have rights to these elements. TeleVox retains the right to display graphics and other web design elements as examples of their work in their respective portfolios.
11. Order Cancellation
In the event a client elects to terminate or cancel an order relating to the website design services, regardless of whether such services were ordered on a stand alone basis or combined with a T.Link package, Client agrees to pay for work completed through the date of termination/cancellation on an hourly fee basis at the rate of $250 per hour. These hours include, but are not limited to hours spent with respect to communication, design concept, creative design, and iterations on initial design ideas and concepts. These hourly fees, once calculated, will not exceed the total contractual price of the cancelled order including any subscription revenue contracted.
12. Third Party Terms
Some of the Services that TeleVox provides may require TeleVox to set up an account on Client's behalf with a third party (e.g., Google, Facebook). Client hereby provides to TeleVox Clien's authority for TeleVox to accept on Client's behalf, and Client agrees to abide by, the terms and conditions of any such third party required in connection with setting up such account. Client further acknowledges and agrees that Client shall be solely responsible for any Client Materials or any information Client provides to TeleVox or any third party in connection with a third party account and agrees to defend, indemnify and hold harmless TeleVox with respect to any liability, action or claim arising in connection with Clien's use of any such account or violation of any third party terms and conditions.
This Addendum, together with the Order Form and Service Agreement constitute the entire agreement between TeleVox and the Client regarding Website Development services. Any additional work not expressly addressed in these documents must be authorized by a written change order or the execution of a new Order Form.
This Addendum shall apply only to TeleVox hosted or designed web services. Integration of features involving third party products that are not related to the operation of your website are not covered by this agreement.