This Plan is a legal contract. By purchasing it, You understand that it is such a contract and acknowledge that You have had the opportunity to read the terms and conditions set forth herein. These terms and conditions together with Your completed order constitute the entire agreement.
1. DEFINITIONS: Throughout this Plan ("Plan") the word, “Consultant" refers to Blue Kaboom Design, a Henson Enterprise Corporation, and the words "Client", “You” and “Your” refer to the Plan holder (collectively referred to as the “Parties”). "Site" refers to one world wide web site that is covered by this Plan.
2. TERM: This Plan becomes effective as of the date that You subscribe to the Plan. Billing begins as of the effective date and renews automatically from month to month until cancelled.
3. SERVICES: Client shall engage Consultant for the maintenance of its currently, existing Site for a maximum of two (2) hours per month (an hourly maintenance rate of $75 per hour will be applied after that). Such services to be described in greater detail below (the “Services”):
A. Content. Upon Client request, Consultant will edit, revise, update or create new content on Client’s existing pages. Changes are limited to text and image changes from a single submitted WORD document that includes all needed information. Images can be provided separately as long as their titles are clearly labeled in the WORD document with directions for page location.
B. Consultation. Consultant will provide Client, upon Client request, consultation which includes, but is not limited to, any and all internet orientation, trouble shooting, marketing strategy, and education regarding use of a web page editor.
C. Disaster Recovery. Provide disaster recovery from backup and maintain a current file library of all assets, graphics, source code and revision history of the Site.
D. Confer With Vendors and Affiliates. Consultant will, in matters relating to the Site (except billing and accounting matters), confer with Client’s software and or hardware engineers, ISP host, and any other service entities.
E. Fixes/Updates. Consultant will, as necessary, fix/update technical errors on the Site.
F. Update Links. Consultant will, as necessary, update any links on the Site.
G. Custom/Advanced Coding. Consultant will maintain any custom coding or custom scripts already existing on the Site. Consultant assumes that these codes and scripts are installed and currently running properly on the Site.
H. Changes to buttons and categories should be provided in bullet points showing new order and titles. Some buttons that use FLASH or rollover graphics will incur additional charges.
I. Image changing does not include any custom modification to images. Image customization is billable at $75 per hour. Replacing, deleting and moving images are included in this service agreement at no additional charge.
J. Changes to web structure, design, navigation or functionality that would take more than one hour to complete need to be contracted for separately outside this agreement.
K. No rebates for unused changes, as the plan is a discounted package based on average use amongst all participants, thus allowing us to offer a lower price.
Consultant is not responsible for any of the following services (the “Non-Included Services”): the development of new custom graphics, scripts, fonts or other elements for the Site unless expressly described above.
4. AUTHORIZATION. If applicable, Client hereby authorizes Consultant to access the Site’s hosting account located on the following ISP’s host computer: Cincinnati Bell Telephone. (the “ISP”). Client further instructs the ISP to provide Consultant with access to any directories or other programs, which need to be accessed for the completion of the Services pursuant to this Agreement.
5. PAYMENT: Charges for the Plan are billed one month in advance. You agree to the pay monthly charges for this Plan as such charges may appear on Your Cincinnati Bell telephone bill. The monthly rate for the Plan was provided to You at the time You subscribed to the Plan. You may contact Your Cincinnati Bell representative for the current applicable rate for the Plan. Because this Plan is optional, non-payment of charges for this Plan will not cause termination or denial of Your regular telephone service. Non-payment will, however, result in cancellation of the Plan. All charges, plus all applicable taxes, shall be due and payable by the due date stated on Cincinnati Bell's bill. Payments received after that date may be subject to a late payment charge.
6. INDEPENDENT CONTRACTOR. Consultant is an independent contractor and not an employee of the Client, and, unless otherwise stated in this Agreement, is not entitled to any of the benefits normally provided to the employees of the Client.
7. CONFIDENTIALITY: Consultant acknowledges that he/she may have access to Client’s confidential and proprietary information. Such confidential information may include, without limitation: i) business and financial information, ii) business methods and practices, iii) technologies and technological strategies, iv) marketing strategies and v) other such information as Client may designate as confidential (“Confidential Information”). Consultant agrees to not disclose to any other person (unless required by law) or use for personal gain any Confidential Information at any time during or after the term of this Agreement, unless Client grants express, written consent of such a disclosure. In addition, Consultant will use his/her best efforts to prevent any such disclosure. Confidential Information will not include information that is in the public domain, unless such information falls into the public domain through Consultant’s unauthorized actions.
8. OWNERSHIP OF PREPARED MATERIALS: Except those items described below, all materials prepared by Consultant for Client (the “Prepared Materials”) shall be considered the exclusive property of Client. Consultant hereby assigns and transfers any and all rights, title and interest that he/she may have in the Prepared Materials, including any rights under copyright law, to Client. The Prepared Materials do not, however, include any items or materials that pre-existed this Agreement (“Pre-existing Materials”). Consultant hereby gives Client a nonexclusive, worldwide, royalty-free license to use, execute, display or perform any Pre-Existing Materials included or contained in the Prepared Materials. Client acknowledges and agrees that Consultant may include the Site, specific pages from the Site and/or any of the other Prepared Materials for the Site, in Consultant’s portfolio.
9. CLIENT REPRESENTATIONS. Client represents and warrants that the text, graphics, and photographs provided to Consultant for the Site are owned or licensed by Client, and that Client is authorized to use and display such items in the manner contemplated by this Agreement. Client shall be solely responsible for the Site and materials on the Site and the validity of copyrights, trademarks and ownership claimed by Client. Client agrees to indemnify and hold Consultant harmless from and against any claim, loss, damage, expense or liability (including attorney’s fees and costs) that may result in whole or in part, from: i) any infringement or any claim of infringement, of any trademark, copyright, trade secret, or negligence arising from any of the text, graphics, and photographs provided by Client, ii) any claim by a third party regarding any services or products sold or otherwise distributed by Client, its employees or agents, iii) any errors or omission on the Site, or iv) any claim, suit, penalty, tax or tariff arising from Client’s use of the internet or electronic commerce.
10. RETURN OF PROPERTY: Upon termination of the Services, Consultant will promptly return to Client all drawings, documents and other tangible manifestations of the Confidential Information (and all copies and reproductions thereof). In addition, Consultant will return any other property belonging to Client including without limitation: computers, office supplies, money and documents.
12. CONTINUING OBLIGATIONS: Notwithstanding the termination of this Agreement for any reason, the provisions of Sections 7, 8 and 9 of this Agreement will continue in full force and effect following such termination.
13. BINDING EFFECT: The covenants and conditions contained in the Agreement shall apply to and bind the Parties and the heirs, legal representatives, successors and permitted assigns of the Parties.
14. CUMULATIVE RIGHTS: The Parties’ rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.