MikeYaroSoft, Inc.

Published May 25, 2009

The following is our basic terms of service agreement.

• Payments

  • Estimates

    Before beginning the project, we will prepare for you 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, 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. If we expect the cost to exceed the original estimate, we may contact you as a courtesy notification.

  • 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 delivered.

  • Fees

    Projects will either be billed hourly, by individual project milestones, or by project completion. Hourly rates are agreed on 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 additional products, services, software, licenses, that must be purchased from third parties to complete the project or unanticipated expenses incurred while completing the project will be subject to a ten percent (10%) purchasing fee. Some examples of additional costs include stock photography, software, and music rights.

  • 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. Payment is due in full within 15 days of the invoice being sent.

  • Payment

    Payment can be made via cash, check, or credit card. Credit card payments are subject to a four percent (4%) processing fee. If by check, please make checks payable to "MikeYaroSoft" and send payments our accounts receivable address on the invoice.

  • Overdue Balances

    Balances that are overdue for more than 60 days from the original date of invoice issuance will accrue a compounding monthly penalty of five percent (5%) per 30 days after the first 60 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.

  • Default

    If payment associated with maintaining a website is overdue for more than 60 days after the date of invoice, your account will be in default, in which case we reserve the right to make the website unavailable until payment is received. If you maintain a balance of payment due for more than 90 days, we reserve the right to delete permanently any website of yours from our servers and disclaim liability for loss of data associated with this deletion. Suspension of availability or deletion of the website does not relieve your obligation to remit payment for outstanding balances.

• Warranties, Licenses, Rights, and Responsibilities

  • Transfer of Rights

    Upon payment in full and continuation of payment in full for any ongoing fees as required, we grant to you an exclusive, non-sublicensable, worldwide, license to reproduce, distribute, publicly perform, publicly display, and digitally perform the deliverables for the purpose of furthering the mission your business or organization through ethical means.

  • Alterations after Delivery

    We will make commercially reasonable efforts to ensure that the products we deliver are free of defects. 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.

  • 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.

  • 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.

  • 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 applicable to the project.

  • 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 net profit 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 and influence. If you already have a domain name, the domain will 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 reasons we deem commercially compelling. 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 diskspace 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 diskspace or bandwith 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, you may also request to receive a backup copy via CD or DVD of your website.

  • 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 90 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.

  • 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.