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MikeYaroSoft, Inc. Terms of Service

MikeYaroSoft, Inc.

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MikeYaroSoft, Inc. Terms of Service

Published May 25, 2009
Updated January 5, 2011

The following is our basic terms of service agreement.

  • Overview

    This Terms of Service Agreement is entered into by and between MikeYaroSoft, Inc, a New Jersey company ("MikeYaroSoft") and you and is made effective as of the date of your acceptance of an estimate or request for services. The terms "we", "us," or "our" shall refer to MikeYaroSoft. The terms "you," "your," or "client" shall refer to any individual or entity who accepts this agreement. MikeYaroSoft, in its sole and absolute discretion, may change or modify this agreement at any time, and such changes or modifications shall be effective immediately upon posting to the MikeYaroSoft website. The parties hereto consent to jurisdiction from any lawsuit arising from this agreement in the state of New Jersey.
  • Payments

    • Estimates

      Before beginning projects for new clients, we will prepare for you based on your specifications an estimate that outlines the amount of work we expect your project to require and the associated costs. The estimated costs, however, are not binding unless explicitly agreed upon in writing prior to the start of the project, and the final cost of your project will depend on the actual time to complete the work and any modifications to the scope of the project after the initial estimate was issued. Estimates will not be created for follow-on work or project updates for existing clients unless requested.
    • Deposits

      We request a deposit of $100 on projects expected to cost more than $300 but no more than $800. For all projects expected to cost more than $800, a twenty percent (20%) deposit of the estimated amount is due before the project begins. All deposits are refundable in full, minus any billable fees or ancillary expenses accrued until the time the refund is processed.
    • Fees

      Unless explicitly agreed upon otherwise, all work will be billed at an hourly rate. Hourly rates are set at the beginning of the project and will remain in affect through the duration of the project. Hourly charges will be assessed for activities required to complete the project and communicate with you or your designees, including research, design, development, enhancements, server setup, domain name management, meetings, telephone conversations, emailing, and travel. Once you accept the deliverables, any future alterations not covered by the website management service will be subject to the fees in effect at that time.
    • Additional Costs

      Any products, services, software, licenses, that must be purchased from third parties to complete the project or other expenses incurred while completing the project will be subject to a ten percent (10%) purchasing fee.
    • Invoices

      We will issue invoices to you upon reaching a significant milestone in the project, usually project completion. Invoices will be sent via email to the email contact on file, but you may also request to receive mailed copies of printed invoices for $2.50. Payment is due in full within 15 days of the invoice being sent.
    • Payment

      Payment can be made via cash, check, or credit card. If by check, please make checks payable to "MikeYaroSoft" and send payments our accounts receivable address on the invoice. If by credit card, please follow the instructions in the email containing the invoice.
    • Overdue Balances

      Balances that are overdue will accrue a compounding penalty of five percent (5%) every 15 days from the date of invoice. Payments will first be credited to late payment charges and next to the unpaid balance. We reserve the right to withhold delivery and transfer ownership of any current work if accounts are not current or overdue invoices are not paid in full. If payment is not received in full within 30 days after the invoice was issued, we reserve the right to remove or disable your website temporarily until payment in full is received. If payment in full is not received within 60 days after the invoice was issued, we reserve the right to delete permanently the website and liquidate any assets remaining for the project. None of the aforementioned penalties for overdue balances relieve you of the obligation to remit payment in full for outstanding balances.
  • Warranties, Licenses, Rights, and Responsibilities

    • Transfer of Rights

      Upon payment in full and continuation of timely payment in full for any ongoing fees, we grant to you an exclusive, non-sublicensable, worldwide, license to reproduce, distribute, publicly perform, publicly display, and digitally perform the deliverables. We retain the right to revoke this license at our discretion if the website is found to be in violation of this agreement, other agreements between MikeYaroSoft and the client, or governing laws; or under the circumstances of overdue balances as described above.
    • Alterations after Delivery

      After we deliver the final project, please let us know within 10 days if you would like any alterations. After 10 days, future alterations not covered under the website management service will be subject to the latest rate schedule.
    • Responsibilities of the Client

      You are responsible for coordinating any decisions with parties other than us required for the project, for providing us with the necessary content for the deliverables, and for the final proofreading of the deliverables. We shall not be liable to project delays resulting from delays in these responsibilities of the client.
    • Accreditation

      All displays or promotions of the deliverables must contain an accreditation as included by us in the final project. For websites, this may include a small image with the words "Website by MikeYaroSoft" with a link to our website. We retain the right to include the deliverables in our portfolio to advertise our services and to publish a link to your website. Clients may request the removal of such accreditations for an additional fee.
    • Confidentiality

      We will hold your confidential information in strict confidence. This confidential information includes, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, financial information, and passwords.
    • No Solicitation

      For a period of six months following project completion, you may not solicit, recruit, engage, or employ on a full-time, part-time, consulting, work-for-hire, or any other basis any of our employees, subcontractors, or agents without express written consent of MikeYaroSoft.
    • No Exclusivity

      Any services rendered by us for you does not create an exclusive relationship between you and us. We retain the rights to perform services of the same or similar nature and to solicit other clients and otherwise advertise our services.
    • Limited Lifetime Warranty

      We warrant that all services will be performed in a professional and workmanlike manner and in accordance with all reasonable professional standards. If any deliverables are found to have a defect in the code at the time of delivery, we will make it right at no additional charge for the lifetime of your website.
    • Disclaimed Warranties

      Except for the express representations and warranties stated in this agreement, we make no additional warranties whatsoever. We explicitly disclaim an other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations.
    • Indemnification

      By engaging in a project with us, you agree to indemnify and hold harmless us from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of any breach of your responsibilities or obligations, representations or warranties under this agreement.
    • Limitation of Liability

      The services and the work product of us are sold "as is." In all circumstances, the maximum liability of MikeYaroSoft, Inc., our directors, officers, employees, design agents, and affiliates to you for damages for any and all causes whatsoever, and your maximum remedy, regardless of the form of action, whether in contract, tort, or otherwise, shall be limited to our revenue from services rendered to you. In no event will we be liable for lost data or content, lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary, or punitive damages arising our of or relating to the materials or services we provide, even if we have been advised of the possibility of such damages, and not withstanding the failure of the essential purpose of any limited remedy.
  • Website Development

    • Domain Names

      To build your website we require administrative privileges to the domain name for which we will be developing the website. We may choose to make exceptions if this is not possible such as if conditions are beyond your control. If you already have a domain name, the domain must be transferred to our ICANN-approved registrar before we develop the website. Otherwise, we may purchase domain names on your behalf. Contingent upon your continued adherence to these terms and timely payment of outstanding balances, we grant to you an exclusive, non-sublicensable, worldwide license to use the domain name in connection with your website. We will not be responsible for the loss or cancellation of your domain name if you fail to remit payment in full and on time for renewing the domain.
    • Hosting Conditions

      All websites must be hosted on our servers unless there is a compelling reason otherwise and an express written agreement has been made to use other hosting servers. We reserve all rights to choose the hosting provider for your website and to transfer to different hosts at any time for any reason. If we determine that your use of our provided hosting is inappropriate or unacceptable, we reserve the right to refuse further service or access to the server. Examples of unacceptable use include, but are not limited to, using the server to provide access to illegal or distasteful content and to process bulk emails or perform processor-intensive calculations. We reserve the final determination of what constitutes inappropriate or unacceptable use.
    • Hosting Fees

      We will assess hosting fees based on the disk space used by your site and the anticipated bandwidth usage by your site. Hosting fees will be paid in advance and in increments no less than 6 months in duration. If we determine that your website has exceeded the amount of disk space or bandwidth allotted, we will adjust the hosting fees and prorate the number of months remaining until the next hosting payment is due and issue an invoice for the adjusted costs.
    • Service Level Agreements

      We only use the most reliable partners to host our websites that offer no less than a 99.9% uptime guarantee, some with a guaranteed 99.99% uptime. However, we make no express guarantees regarding the availability of your site.
    • Website Backups

      At your request and at no additional charge, we will make a complete backup of your website and store it securely on our separate backup discs. For an additional fee of $60, you may also request to receive by mail a backup copy via CD or DVD of your website or $30 for a downloadable file.
    • Website Management

      We will continue to provide ongoing support to you for websites we develop under the website management service. This service is included with all websites at an additional fee billed concurrently with hosting fees. Under this service, we will provided limited services to make minor alterations to content already on the website. This includes corrections to typographical errors or factual inaccuracies and updated information. The modification covered by this service take no more than 15 minutes of billable time and are limited to one such correction per month. This also covers many other minor requests you may have that take less than 15 minutes to fulfill such as a retrieval of forgotten password or minor technical assistance.
    • Source Files

      Charges for web development do not include the costs required to obtain the source files for your website, including but not limited to files from Photoshop or Flash. These files can be purchased separately.
    • Client Review

      After we deliver to you or make publicly available the final version of the website, the delivered website and associated deliverables will be deemed accepted after 10 days unless you notify us otherwise.
    • Assigned Project Contact

      You must designate a person to serve as the assigned project contact, which may be yourself. This contact will be responsible for providing content for the website in a timely manner. If after reasonable efforts to establish communication with the contact no response is received, we reserve the right to suspend the project. After 60 days of failed correspondence, we reserve the right to terminate the project and send a final invoice.
    • Provided Content

      We take no responsibility for errors in content you deliver to us for use on your website. You must grant us permission to use logos and corporate identity content for the purposes of developing your site. You agree to indemnify us from all claims arising from your negligence or inability to obtain proper copyright permissions from content you provide or request us to use.
    • Timeline of Completion

      We will establish a timeline of project progress and make reasonable efforts to adhere to this timeline. However, we will not be liable for failing to meet this timescale due to circumstances beyond our control, especially those caused by delays in receiving materials from the client necessary to proceed with the project.
    • Third Party Services

      We may need to use third-party services, such as credit card processing and email hosting, to meet your requirements. We cannot be held responsible for changes made by these third parties or for the accessibility of these services. Any changes by third parties that require alterations to your site will be billable services unless covered under the website management service.
    • Client Alterations After Delivery

      Clients may be given the ability to modify their own websites.  The client assumes all risks associated with making changes to the website, especially changes which cause the site to become unavailable, vulnerable to unauthorized access, or in need of work to reverse mistakes.