Terms & Privacy
Terms & Conditions
The Client is engaging Brandit360, known as Developer, for the specific purpose of designing or re-designing and developing a website and or any graphic design elements. The Client hereby authorizes Developer to set-up and/or access the domain and web hosting service thru the existing provider, or an account set up with Brandit360. The Client shall grant Developer access to the FTP (File Transfer Protocol) account, and authorize the web hosting service to provide Developer with “Account Administrator Privileges” for the Client’s web page directory, DNS (Domain Name Server) and any other directories or programs which need to be accessed for this project.
2.Formatting & Templates.
This project includes coding elements, including, but not limited to, HTML, CSS, or scripting languages, please note that they may be interpreted differently by different browsers, which could vary the user experience. Brandit360 will test these elements to ensure that they work as intended on the following browsers and devices, representing the vast majority of all Internet users:
March 2014 National Browser Averages (source w3schools.com)
Internet Explorer 8.0 + 9.7% of users
Mozilla Firefox (latest) 25.6% of users
Google Chrome (latest) 57.5% of users
Apple Safari 5.0 + 3.9% of users
iPad OS v5.0 + 1.32% of users
We will not test or optimize these elements on older versions of the browsers listed above, unless you specifically request it. Time spent optimizing these elements for unsupported browsers will be billed at our standard hourly rate of $75.00 per hour.
3. Search Engine Registration
The Developer will optimize the Clients web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client’s web site including site-map to each of the major search engines and directories. (Google, Yahoo and Bing) The Developer also offers advanced search engine optimization and site promotion services. If advanced search engine optimization and site promotion services are desired they will be charged separately.
4. Changes, Revisions & Updates
The Client is free to change the scope of this project at any time. Any changes must be requested and agreed to in writing. Client will be billed for these changes with weekly invoices due after 10 days at the standard hourly rate of $75.00 per hour, unless otherwise agreed.
5. Hosting for Website + Email
Brandit360 will work with the current registrar and hosting plan provided by the Client. Hosting and email is available through Brandit360 and can be included in your Proposal. Client will be responsible for hosting fees, transfer fees and domain renewals.
6. Social Media Account Creation – Facebook, Twitter, Pinterest
Social media account creation may or may not be included in this project. If desired custom social media profiles can be set-up for $300 per social platform, this includes a custom profile cover design (Facebook and Twitter only. $150.00 value) Social Media account management can be provided and pricing will be negotiated separately.
7. Release of Liability
You agree to release Brandit360 from any liability for all spelling or content errors in the copy you provide to us. Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and uses include, but are not limited to, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.
Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material or use of those materials. It is also understood that the Developer will not publish information over the Internet which may be used by another party to harm another.
Developer does not warrant that the functions of the site will meet the Client’s expectations of site traffic or resulting business or that the operation of the web pages will be uninterrupted and / or error-free. Developer is not to be held responsible for occasional downtime of email or web site due to line interruptions and/or other instances beyond Developers control.
8. Grant of License
Brandit360 grants to the Client, a non-exclusive, non-transferable license to use the internet-based management tools and the website development and management tools (collectively the “Software”) the data capture services, and the advertising services and other services provided by Brandit360. The Client may not use or duplicate the Software for any use prohibited by law. Brandit360 reserves the right to cancel any site for any unlawful material posted, if it determines, in its sole and absolute discretion that the user is in violation of any US laws including a posting of Obscene Material or offending, illegal materials as defined by US Laws, spam and any other non acceptable postings. The use of the subject published domain is the responsibility of the publisher, Brandit360 its affiliates and partners have no responsibility or control over the content or use of the subject Domain ( URL ) published. By accepting this agreement you also accept all the liabilities associated with publishing the subject URL or Domain including its contents.
9. Intellectual Property Protection
Software is intellectual property of Brandit360. This Agreement does not give the Client any intellectual property rights in or to the Software. The Client agrees not to make any attempt to discover or obtain the source code for the Software by any means other than through the interface that is provided by Brandit360; not to access (or attempt to access) any portions of the Software or Services or the content included therein through any automated means (including use of scripts or web crawlers); not to engage in any activity that interferes with or disrupts the Software or Services (or the servers and networks that are connected to the Software or Services);not to reproduce, duplicate, copy, sell, trade or resell the Software or Services for any purpose; that it is jointly and severally liable for any breach of any of its own or any other Client obligations under this Agreement and for any activity that occurred under its own account, where applicable;
to be at all times in full compliance with this agreement; to be responsible for maintaining the confidentiality of passwords associated with any account Client uses to access the Software or Services and to only provide the passwords to its employees or other representatives with a need to know; to be responsible to maintain, as required under law, policy or contract, the confidentiality of information that Client uses, is provided to Client, or that Client obtains as a result of its use of the Software or Services; to comply with all applicable laws, legislation, rules, regulations, governmental requirements and industry standards with respect to Client’s use of the Software or Services and the performance by Client of its obligations hereunder, including, but not limited to, any laws regarding the export of data or software to and from Canada, the United States or other relevant countries, and any applicable federal, provincial, state and local laws, rules, regulations, and ordinances governing the privacy and security of customer information that apply to Client; and to protect and maintain the privacy of such information accordingly.
10. Limitation of Liability
Client expressly understands and agrees that Brandit360 would not be able to provide the advertising, software or services, on an economic basis, without the benefit of a limitation of liability clause and has set its fees and other prices accordingly. Consequently, subject to overall provisions above, client further agrees that neither brandit360, nor its affiliates or their respective licensors shall be liable to client for: (a) any indirect, incidental, special, consequential or exemplary damages that may be incurred by client, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss; (b) any loss or damage that may be incurred by client , including but not limited to loss or damage as a result of:
(i) any reliance placed by any third party on the completeness, accuracy or existence of any advertising on behalf of client which is generated by the software or services;
(ii) any changes that Brandit360 may make to the software or services, or for any permanent or temporary cessation in the provision of the software or services (or any features within the software or services);
And (iii) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the software or services.
Client understands and agrees that Brandit360’s aggregate liability whether arising out of contract, negligence, strict liability in tort, implied term or condition, or any other legal or equitable theory, shall not exceed the sum of all fees paid by client to Brandit360 during the three-month period immediately preceding the time the claim arose.
The limitations on liability to client, above, shall apply whether or not Brandit360 and its affiliates have been advised of or should have been aware of the possibility of any such losses arising.
11. Content in the Software or Services
Client understands and acknowledges that in order for Brandit360 to provide the Software or Services, Client will need to provide or upload information about its inventory (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) either through one of Client’s representatives or by requesting that Brandit360 or one of its representatives (the “Brandit360 Representative”) record the particulars of Client’s inventory.
Client understands and agrees that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) that it may provide or have access to as part of, or through Client’s use of, the Software or Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
Client acknowledges that Content made available to it as part of the Software or Services, including but not limited to user interface “look and feel” elements, creative assets, advertisements, and incentives, may be protected by intellectual property rights which are owned or licensed by Brandit360 or its Affiliates, as applicable (the “Licensed Content”). Client may not modify, rent, lease, loan, sell, distribute, license or create derivative works based on any Licensed Content (either in whole or in part) unless Client has been specifically notified in writing that it may do so by Brandit360 or by the owners of that Licensed Content, in a separate written agreement that Client will provide to Brandit360.
Brandit360 reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from the Software or Services in its sole discretion.
Client understands and acknowledges that it uses the Software or Services at its own risk.
Client agrees that it is solely responsible for (and that Brandit360 and its Affiliates have no responsibility to Client or to any third party for) any Content that Client or a third party creates, transmits or displays while using the Software or Services (the “Client Content”) and for the consequences of these actions (including any loss, liability, fine or damage which Brandit360 or its Affiliates may suffer) by doing so.
Through Client’s use of the Software or Services, Client agrees to defend, indemnify, and hold Brandit360 and its Affiliates harmless from any and all claims that might arise from Client Content on Client’s website, or advertising published in Brandit360’s various print publications or online properties including but not limited to copyrights for text and photographs and from the Software or Services. Client certifies that it will review all Client Content submitted through the Software or Services to make sure that said content is fully and completely accurate and contains no errors, mistakes, omissions, inconsistencies, or libelous or slanderous remarks.
12. Proprietary Rights
Client acknowledges and agrees that Brandit360 or Affiliates, or their respective licensors, own all legal right, title and interest in and to the Software or Services, including any intellectual property rights that subsist in the Software or Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). For greater clarity, Client acknowledges that Brandit360 exclusively owns the intellectual property rights related to the advertisements posted in Brandit360’s publications or online properties as well as any photographs taken by Brandit360 or its representatives and undertakes not to reproduce same without Brandit360’s prior written consent. Client further acknowledges that the Software or Services contain information that is confidential and that Client shall not disclose any such information without Brandit360’s prior written consent.
Client agrees that it shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Software or Services.
Client may not (and Client may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the software provided with the Software or Services (the “Provided Software”) or any part thereof, or any of the other proprietary elements of the Software or Services, or allow any third parties to use the Software or Services, or any portion thereof, in any way.
Client understands and acknowledges that the Software or Services may require the use of third party software. Client also understands and acknowledges that the Software or Services may contain terms specific to such Software or Services including third party license terms. Client agrees to comply with all license terms, including any click through or shrink wrap license or of which Brandit360 or its Affiliates otherwise make Client aware.
Client may not assign (or grant a sub-license of) its rights to use the Provided Software, or any of the other proprietary elements of the Software or Services, grant a security interest in or over Client’s rights to use the Provided Software or any other proprietary elements of the Software or Services, or otherwise transfer any part of Client’s rights to use the Provided Software or any other proprietary elements of the Software or Services.
13. Import and/or integration from MLS/IDX Integration – REAL ESTATE AGENTS AND BROKERS - This feature is provided as a convenience to allow the quick addition of Client listings to your website. Availability and quality of this service may vary depending on the source of listings in your area. Agents must have the permission of their broker to post listings on their website. The posting of other brokers’ listings is strictly prohibited and may be in violation of MLS regulations. Only residential homes and lots for sale can be copied using this feature. New listings may take several days to become available by this service. Brandit360 is not liable for any damages and shall be held harmless for any inaccuracies or omissions in MLS data that it imports for the convenience of its users. Fees charged by MLS providers for IDX integration are not included in this Agreement and are the responsibility of the Client.
14. General Provisions
This Agreement is the entire agreement between the Client and Brandit360 or it’s affiliated legal entities, contractors, vendors, or partners, and supersedes prior agreements. The laws of California will govern this Agreement. If any part of this Agreement is found to be void, unenforceable or invalid, it shall not affect the other parts of this Agreement.
15. International Use
Brandit360 or it’s affiliated legal entities, contractors, vendors, or partners make no representation that material on their sites is appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations are responsible for compliance with local laws and do so on their own initiative.
16. Responsibility for Content
The Client acknowledges full responsibility for the content of the web site(s). Client represents and warrant that:
REAL ESTATE AGENTS AND BROKERS – Client and it’s Agents have received permission from the homeowner/seller to place information concerning the property on this internet site. Client and it’s Agents agree to indemnify and hold Brandit360 or it’s affiliated legal entities, contractors, vendors, or partners harmless from any and all claims of the homeowner/seller arising out of or in connection with the placement of the property information on this site.
The information regarding any properties that the Client or Agent places on one of Brandit360 or it’s affiliated legal entities, contractors, vendors, or partners sites is accurate and correct to the best of your knowledge and belief ,and that the Client has verified this information in accordance with the present custom and practice in the industry. You agree to indemnify and hold Brandit360 harmless from any and all claims of injury and/or damage arising out of or in connection with the accuracy of the information on any Brandit360 or it’s affiliated legal entities, contractors, vendors, or partners sites.
The Client and it’s Agents have been authorized by your employer and/or the owner of the name, service mark/trademark/logo to place its name/service mark/trademark/logo on any of your web pages designed by Brandit360 or it’s affiliated legal entities, contractors, vendors, or partners sites. You agree to indemnify and hold Brandit360 harmless from any and all claims by such entity relating to the placement of its name/service mark/trademark on this any Brandit360 or it’s affiliated legal entities, contractors, vendors, or partners sites.
ALL INDUSTRIES -The Client owns or otherwise control all of the rights to the content or that the content is in the public domain and that public posting and use of the content by Brandit360 or it’s affiliated legal entities, contractors, vendors, or partners will not infringe upon or violate the rights of any third party.
Please note, it is the end user’s responsibility to determine if any of the images on the site are copyright protected or not, and it will be in the end user’s best interest to provide their own images and or replace existing images. Brandit360 will make all efforts not to use any copyrighted images.
Client agrees to use Brandit360 or it’s affiliated legal entities, contractors, vendors, or partners sites for lawful purposes only and not to post or link to material that is unlawful, vulgar, profane, defamatory, abusive or otherwise objectionable.Client recognizes that Brandit360 has the right to remove any material that it finds to be objectionable.
17. Email and Viruses
Brandit360 cannot guarantee that the email is virus free when sent through our Software prior to leaving ours or your servers, whichever is applicable to you. Client should satisfy yourself that it is free from harmful components, as Brandit360 does not accept responsibility for any loss or damage it may cause to your computer systems.
18. Email delivery
Brandit360 and it’s affiliates will not be responsible for email deliveries due to blocking type of software that may be installed in the recipient email.
Client agrees to indemnify, defend and hold harmless Brandit360, its Affiliates, and each of their respective third party providers, and each of their affiliates, officers, shareholders, directors, employees and agents (collectively, the “Indemnified Parties”), from and against any and all third party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, fines, judgments, settlements, charges, expenses (including attorneys’ and accountants’ fees and disbursements) and costs (“Claims”), incurred by, borne by or asserted against any of the Indemnified Parties to the extent such Claims relate to, arise out of or result from: (i) any intentional or willful conduct or negligence of any employees, agents or subcontractors of Client; (ii) a breach of any of Client’s representations, warrants, covenants or other obligations contained in this Agreement; (iii) Client’s use of the Software or Services or of the Numbers; or (iv) Client Content. Client further undertakes to notify Brandit360 if any of the provisions of this Agreement are breached, or if there is a Claim within seven (7) days of being informed thereof.
20. Exclusion of Warranties
Nothing in this agreement shall exclude or limit the warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations that are lawful in client’s jurisdiction will apply to client and Brandit360’s and its affiliates liability will be limited to the maximum extent permitted by law.
Client expressly understands and agrees that its use of the software or services is at client’s sole risk and that the software or services are provided “as is” and “as available.” in particular, Brandit360 and its affiliates, and each of their licensors, do not represent or warrant to client that: (a) client’s use of the software or services will meet client’s requirements, (b) client’s use of the services will be uninterrupted, timely, secure or free from error, (c) any information obtained by client as a result of client’s use of the software or services will be accurate or reliable, and (d) defects in the operation or functionality of any software provided to client as part of the software or services will be corrected. Any material downloaded or otherwise obtained through the use of the software or services is done at client’s own discretion and risk and client agrees that it will be solely responsible for any damage to its computer system or other device or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by client from Brandit360, any of its affiliates, or through or from the software or services shall create any warranty not expressly stated in this agreement.
Brandit360 and its affiliates further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non- infringement.
We’re very proud of the designs that we produce, and love to show them off. As a result, Brandit360 reserves the right to display the designs we create for this project in our portfolio and to write about the design process for the project on websites, magazines, books, blogs and other outlets. Developer may place an unobtrusive credit with a hypertext link (such as “Website Design by…”) or (“Site Credits:) in the footer on the web site.
22. Term of Agreement
The term of this Agreement begins on the Signing Date, is for an indeterminate period of time unless otherwise stated in the Proposal, and shall continue in force until such time as one of the parties provides the other with thirty (30) days prior written notice of its intention to terminate this Agreement. When addressed to Brandit360, such written notice shall be sent by mail to:
P O Box 5
Los Olivos, CA 93441
Non-Payment: Brandit360 reserves the right to remove web pages from viewing on the internet if payments of fees are not made. Monthly fees, if applicable to your Proposal, are considered delinquent after 45 days. If a payment delay is anticipated, please contact us immediately for an alternative arrangement to ensure your websites remain viewable.
Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
(a) commits any material breach of any term of the Agreement, and:
(i) the breach is not remediable; or
(ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
(b) persistently breaches the terms of the Agreement (irrespective of whether such breaches collectively constitute a material breach).
23.2 Either party may terminate the Agreement immediately by giving written notice to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under the Agreement); or
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
In case of termination by Client, unused fees for the current month will not be refunded or prorated. In all cases, payment is due within 30 days of the billing date. Client acknowledges that any rights or licenses granted to it shall terminate as such time that Brandit360 ceases to offer the Software or Services.
24. Effects of Termination
Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely):
If the Agreement is terminated by the Customer, the Customer will not be entitled to any refund of Fees on termination, and will not be released from any obligation to pay any current Fees due to the Developer.
To provide you with outstanding design, we need to have a great working relationship with you. To that end, you agree that during the course of this project you will:
Provide information and files as we request them in a timely manner.
Review work, offer feedback, and issue approvals in a timely manner.
Adhere to project and payment schedules.
Inform us of any problems or issues as soon as possible.
Brandit360’s timeframe begins at the time authorization and access to your current registrar and hosting is made available by client and after the initial payment on the project is received. This timeframe is only an estimate, which depends on many factors outside our control, including but not limited to; Client approvals, schedules and meeting availability, client content being received. If the project is completed beyond this estimated timeframe, that fact in itself will not amount to a breach of this Agreement.
ADDITIONAL AGREEMENTS AND INFORMATION:
The following list outlines some of the technologies to be used for the website. When applicable, the fees for specific technologies have been listed for estimated purposes only. Fees charged by third parties, including WordPress Plugins are to be paid by your company, unless otherwise noted in your Proposal.
If e-commerce, you will need a Merchant Account to enable the ability to accept credit cards online. Any charges necessary to secure the Merchant Account are chargeable to you.
CMS – Content Management Systems
WordPress – a software platform that manages website content, a Content Management System. Known mostly for providing Blog support, WordPress can be upgraded with Plugins (installation of Plugins is charged at our hourly rate) to provide support for picture galleries, slideshows, calendars, and other features.
360 Dashboard – a customized Content Management System unique to Brandit360.
Monitoring website traffic is essential to determining which pages and items are
attracting individuals. By using this service from Google, we can track marketing campaigns, user traffic and viewing statistics.
Integral to the success of developing an online presence for your business, will be the design process and creating a professional face for the new website. In addition, the site must present information in a way that is useful to the user and persuades the user to use the services offered by your company. through the use of strategic marketing copy.
We will create a design solution for elements of the interface, layout, and functionality of your project.
There are certain key design features that will be built into the overall design and each will need to be approved by the client before the final design is accepted. Those features are:
Navigation – One of the most important elements of any site, it will be particularly important to create a navigational system that maintains the overall feel of the site while making the site intuitive to navigate.
Colors – The design will be built around a coordinated color palette that will provide the modern, clean and professional look desired by the client while maintaining the cohesiveness of the website.
Fonts – The fonts’ family, size and color combine to maintain a professional and cohesive feel.
Images – Photos, graphics and individual images will be submitted by you and may be modified in Photoshop (hourly charges may apply) to meet the overall design requirements of the site. The placement of 25 images is included.
Layout – The design must take into account the content that will appear in the site to ensure its usefulness and readability. Certain elements will need to be highlighted more so than others, so Brandit360 will work with you to determine what the best layout should be.
Copy (editorial) will be provided by you or Brandit360 will work with you to create content (billed at the copywriting hourly rate as stated in your Proposal).
The following are standard pages:
Home – This page will be the starting point for most, if not all, users, and so will need to provide the broadest amount of information while maintaining a clean, modern and professional appearance.
Company/About Us – Your Company will provide information regarding the history of or other appropriate information regarding the company.
Contact Us– Contains contact information for your company along with a link to the Contact form.
Portfolio – Photo gallery of completed projects. A list of companies and customers.
Services – A list of services currently provided services.
Blog – A blog page for your company to use to engage with clients and social media followers.
Email Sign up form – (Optional -To be used with Email Marketing.) Capturing the emails of all who visit your website and social media pages is key to marketing success.
OTHER PAGES: Will be added or created based on the needs of your company.