This Agreement (“Agreement”) is entered into by and between First Crescent Designs, LLC DBA PathIgniter (“PathIgniter”) and you (“Customer”), and is made effective as of the date of electronic acceptance (“Effective Date”). This Agreement sets forth the terms and conditions of your PathIgniter Web Site Design Services and your use of your PathIgniter Hosting Services (the “Services”), and represents the entire agreement between you and PathIgniter concerning these subjects. Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement and any other agreements or policies that are expressly incorporated herein.
We always desire to satisfy our customers, we have found this Agreement to be a good and reasonable foundation on which to base our relationship. Please note that this Agreement may be updated from time to time as required to keep pace with technology, law, or to accommodate issues we or our customer’s experience. Your use of the Services sixty (60) days from updates published on the PathIgniter website shall constitute your acceptance of this Agreement and any limitations to the Services as last revised. If you do not agree to be bound by this Agreement and any Service limitations as last revised, do not continue to use the Services.
When used in this Agreement, the capitalized terms listed in this Section shall have the following meanings:
1.1 Agreement— this document.
1.2 Code — HTML computer programming/formatting markup language, any files necessary to make web pages, images, and any markup language necessary to make forms, buttons, check-boxes, and the like function, and any markup necessary to integrate enhanced or interactive features, interact with computer databases, and provide additional features as specified.
1.3 Deliverables — all Code, Documentation, Reports, and other materials developed by PathIgniter in the course of its performance under this Agreement, and any other items necessary for the operation of Customer’s Web site (other than third-party operating system software, third-party networking software, Web Browsers, hardware, and code not specifically developed for Customer), including all enhancements thereto.
1.4 Internet — the world-wide network of computers commonly understood to provide some or all of the following features, among others: electronic mail, file transfers through File Transfer Protocol (“FTP”), Telnet access to local and remote computers, UseNet Newsgroups, Gopher access to information on local and remote computers, Wide Area Information Servers (“WAIS”), and World Wide Web access.
1.5 Proprietary Materials — all Code, Documentation, Reports, and other materials developed by PathIgniter that was not specifically developed for Customer under this Agreement.
1.6 Web Page — a document or file that is formatted using HTML and that is intended to be accessible by Internet users with a Web Browser.
1.7 Web Server — the computer or computers that PathIgniter uses to make Web sites accessible to Internet.
1.8 Web Site — a series of interconnected Web pages residing in a single directory on a single Web Server.
1.9 Unlimited Site Updates – Unlimited site updates include all reasonable updates such as typos, phone numbers, content, copy, text, and images.
1.10 Commencement Date – When Customer has accepted this agreement and payment information has been processed.
2.1 Web Site Design — The design of Customer’s Web site shall be as selected by Customer from offerings in PathIgniter Website Deliverables Section 12. PathIgniter is providing the opportunity for you to receive a professional Web Site at a very reasonable price through choosing from the Web Site templates offered by PathIgniter. PathIgniter will initially build out the Customers new web site with Customer’s selected template, integrating their provided deliverables or our stock images and stock content. We will post the initial web site for customer preview as soon as possible.
2.2 Templates — PathIgniter templates, photos, stock content, and logos are for the use of all of PathIgniter’s Customers and are not for the exclusive use of each Customer. PathIgniter is offering its unique expertise as well as a composite of services and technology that have been created, and made available to us to use by companies other than PathIgniter. If for any reason the companies with which we associate change their technology, or have issues with their technology or even go out of business, PathIgniter will do everything within our power to find a suitable replacement. There shall be no variation from the standard Web Site Design selected by Customer without such specification being included in a separate agreement.
2.3 Revisions to Web Site Design — PathIgniter prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of PathIgniter’s business. To that end, we encourage input from the Customer during the design process. Customer shall be allowed to review the new Web Site before launch and make three rounds of revisions including copy edits, corrections of typos, deletes and additions. Any further changes requested by Customer, other than the updates allowed in PathIgniter Website Deliverables Section 12, shall be considered customization and Customer will be charged PathIgniter’s standard hourly rate.
2.4 Additional Specifications — If Customer desires to modify the Web Site, as described in the , at any time during the term of this Agreement, Customer shall describe the additional services or deliverables to PathIgniter and PathIgniter will consider the changes and charges for them on a case by case basis. All subsequent changes and revisions will be considered customizations and will be billed separately at the standard hourly rate in addition to the monthly cost.
2.5 Timing For Launch Date Of The Web Site — PathIgniter shall provide Customer with on-line access to Web Site in generally functional condition within 30 days of acceptance of the Agreement. Final delivery and operation of Web site will be considered to have taken place when Customer accepts the Web Site and it is launched live on the Internet (“Launch Date”). PathIgniter will make every effort to assure this Launch Date, however PathIgniter cannot guarantee this launch date. The actual length of time to complete this project depends on the Customer’s ability to make decisions, choose templates, and provide content, images, and copy for the new site in a timely manner. The completion and launch date of the project ultimately depends on the customer. PathIgniter shall not be held liable in any way for a delay in Launch Date due to delays caused by the Customer.
2.6 Delivery Of Deliverables — Upon termination of this Agreement, Customer may request that PathIgniter deliver all Deliverables to Customer and PathIgniter shall deliver all such requested Deliverables within thirty (30) days of termination in a form consistent with common good practices for exchange of such information and materials as determined by PathIgniter. If Customer has completed one year of payments to PathIgniter there will be no charge to Customer to deliver the Web Site to Customer. If Customer has not completed one year of payments to PathIgniter they must complete those payments in order to receive the Web Site from PathIgniter. PathIgniter requires one year of monthly payments or the year’s payments in advance to pay for the Web Site development and for ownership of the Web Site to transfer to Customer.
2.7 Availability of Proprietary Materials – There shall be no availability to Customer of PathIgniter’s Proprietary Materials associated with Agreement. A separate formal written agreement may be executed at the discretion of PathIgniter to deliver Proprietary Materials to Customer.
3.1 Server Hosting — As part of this Agreement, PathIgniter agrees to host Customers Web Site on PathIgniter’s Web Servers, to make Customer’s Web Site available to Internet users. PathIgniter will make a full back-up of Customer’s Web Site on a regular basis, and store said back-up materials in a safe and secure environment, fit for the back-up media, and not located at the same location as PathIgniter’s Web Servers. Should Customer request a Web Site to be restored or a specific file to be restored, PathIgniter shall restore requested files to the most recent backed up file. Extra charges may be incurred by Customer for restore requests.
Interruption of Hosting for any continuous time period exceeding 1 hour within any 24 hour period, and not due to any fault of Customer, shall result in a credit to Customer for the amount Customer pays to PathIgniter for one day of the interrupted Hosting (“Daily Credit”).
Interruption of Hosting for any continuous time period exceeding 48 hours , and not due to any fault of Customer, shall result in a credit to Customer for the amount Customer pays to PathIgniter for one month of the interrupted Hosting (“Monthly Credit”). No such credit(s) shall in total exceed the cost of hosting within any individual month. To receive a credit, customer must have opened a trouble ticket with PathIgniter at the time such interruptions occurred.
3.2 Domain Name — If requested by Customer, PathIgniter shall cooperate with Customer in registering ONE selected Domain Name. Customer shall own all right, title and interest in and to the Domain Name and all Intellectual Property Rights related thereto. PathIgniter shall be the Registrant, Administrative, Technical and Billing Contacts, and be responsible for domain name renewals on behalf of Customer until this agreement is terminated.
3.2.1 Additional Domain Names — Should customer request additional domain names for their website, PathIgniter will assist in purchasing and configuring additional names and additional expenses will be incurred.
3.2.2 Domain Name Transfer -— Upon termination of this agreement by either party, the customer shall have the option of transferring their selected domain name to their registrar of choice. PathIgniter will comply and facilitate transfer to customer including changing Registrant information. Customer will be responsible for all fees associated with transfer.
3.3 Maintenance Modifications — PathIgniter may make maintenance modifications to Customer’s Web site from time to time as required to ensure good operation and security. PathIgniter shall make available to Customer in a timely manner information regarding functional changes these Maintenance Modifications may cause to Web site.
4.1 Total Price — The total price for Web Site and associated services covered in Agreement shall be as specified in PathIgniter Website Deliverables Section 12 and accepted by PathIgniter.
4.4 Payment — PathIgniter will accept payment through Customer’s credit card on file with PathIgniter or automatic debit from Customer’s bank account. If Customer’s payment is delinquent, for any reason, for more than 5 days the Web Site hosting will be taken offline and the Web Site will no longer be available on the Internet. Payment is required to initiate this agreement however; actual charges will begin when the web site is launched or 30 days after Commencement Date, whichever comes first. Payment will be due monthly or annually as per customer’s choice thereafter until agreement is terminated.
4.5 Payment In The Event Of Termination — If Agreement is terminated for any reason, PathIgniter shall be entitled to full payment for all services delivered up to the time of Termination. No Deliverables shall be provided by PathIgniter to Customer until full payment has been received by PathIgniter. To reinstate the Web Site Customer must pay a $25 late fee and all past due fees to PathIgniter. In the event that PathIgniter shall hire legal counsel to collect (or attempt to collect) any amount due under this Agreement, Customer shall be required to reimburse PathIgniter for actual attorney fees and costs of collection.
CONFIDENTIALITY AND NON-COMPETITION
5.1 Confidentiality — PathIgniter shall treat all matters specifically associated with this Agreement as confidential. Subsequent to Delivery Date, PathIgniter may list Customer as a client of PathIgniter and may include a link to Customer’s Web site on PathIgniter’s Web site Portfolio.
5.2 Non-Competition — PathIgniter shall be free during and after the term of Agreement to develop Web sites for, and provide services to, any other clients.
5.3 Non-Solicitation — Customer shall not attempt to solicit for employment, hire, or contract services from any employee of PathIgniter during the term of this contract (or for 6 months thereafter) without the express written consent of PathIgniter.
6.1 Information of PathIgniter — PathIgniter represents that any information provided to Customer in the course of entering into this Agreement or performing any work hereunder shall not be confidential or proprietary to PathIgniter unless specifically indicated in writing.
6.2 Information of Customer — All information received from Customer is to be treated as confidential until such information is made public by Customer on Customer’s Web Site or otherwise made public by Customer. PathIgniter shall use its best efforts to prohibit any use or disclosure of Customer’s confidential information, except as necessary to perform work hereunder or as required by law. In any event, PathIgniter will not disclose Customer’s confidential information or materials without prior written approval by Customer.
6.3 Shared Non Confidential Information — Customer agrees that PathIgniter will be compiling web statistics from Customer’s Web Site regarding key words, web searches, demographics, numbers of sessions/visitors, gender, technology, Browser, OS, Users Flow etc. PathIgniter will use this information from a variety of Customers with different Web Sites, and different industries to get a quick snap shot analysis of Customer’s Web Site, their web traffic and how it compares to others in similar industries or in different industries. The more information in, the better the final output of information will be. This information will help PathIgniter and ultimately help the customer with search engine key word selection, tags, and social media integration.
OWNERSHIP AND RIGHTS
7.1 Vesting of Rights -– Except as provided for in Agreement and excluding any Deliverables or information and materials Customer places in Web Site, PathIgniter retains all rights to Web Site design, artwork, images, logo supplied by PathIgniter, look and feel, all database design and content, all markup language, and any other materials associated with delivery of Web Site. After one year of monthly payments or the year’s payments in advance the ownership of the Web Site transfers to Customer. Until that time PathIgniter grants a license to Customer for the use of the Web Site.
7.2 Credit to PathIgniter — PathIgniter may place and maintain, and Customer will not remove, a non-obtrusive yet noticeable reference to the PathIgniter and link to PathIgniter’s own Web site.
VIOLATION OF PROPERTY RIGHTS AND ETHICS
8.1 Customer Not to Provide Certain Materials to PathIgniter — Customer agrees not to provide any materials to PathIgniter for inclusion in Web site nor upload to Web Site for display on Web Site where (a) the inclusion of those materials would constitute a violation of another party’s legitimate copyright, trademark or other intellectual property rights, (b) where such inclusion would be illegal to display or (c) is inconsistent with acceptable community standards. If any such violation occurs, or if any complaints of such violation are received by another party, Customer shall fully defend same and shall hold PathIgniter free and harmless therefrom.
8.2 Obscene or Illegal Materials — PathIgniter shall not include, as determined in its sole discretion, any of the following in the Web Site or in Customer’s directory on PathIgniter’s Web Servers: text, graphics, sound, or animations that might be viewed as obscene or any illegal activities; links to other websites that might be viewed as obscene or related in any way to any illegal activities; impressionistic or cartoon-like graphics; or destructive elements or destructive programming of any type.
WARRANTY AND LIABILITY
9.1 Customer / PathIgniter Warranty — PathIgniter warrants that Web Site shall substantially meet the published specifications for Web Site and services associated with Agreement. In the event of warranty breach, damages shall be limited to the contract price actually paid by Customer to PathIgniter to fulfill this Agreement.
9.2 PathIgniter Warrants — that no material, product or services provided by PathIgniter under this Agreement infringe upon any patent, trademark, copyright, trade secret, or other intellectual property or proprietary right of any third party.
9.2 PathIgniter Does Not Warrant — PathIgniter makes no warranties or representations other than expressed in this agreement for the service it is providing. PathIgniter also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of Customer. Use of any information obtained by way of PathIgniter is at Customer’s own risk, and PathIgniter specifically denies any responsibility for the accuracy or quality of information obtained through its services. PathIgniter expressly limits its damages to Customer for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. PathIgniter specifically denies any responsibilities for any damages arising as a consequence of such unavailability. PathIgniter does not make any warranty as to search engine ranking results or placements.
9.3 Damage — PathIgniter does not provide any warranty or agree to cover any damage to other software or systems or loss of data that is caused by or related to Customer’s misuse, accident, negligence, or misapplication of Web Site or PathIgniter’s services.
9.4 Use — Customer agrees to use PathIgniter’s Services only for lawful purposes. Customer is prohibited from any use of the customized template website hosted by PathIgniter that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of our Services including but not limited to unauthorized entry into PathIgniter’s systems, misuse of passwords, or misuse of any information posted on the Site is strictly prohibited. Customer shall indemnify PathIgniter for any losses incurred as a result of Customer’s unlawful activity.
9.5 Liability — In no case shall PathIgniter be liable for any incidental, special or consequential damages or loss, including, without limitation, lost profits or the inability to use Web Site or access to data, whether such damages are based upon a breach of express or implied warranties, breach of contract, negligence, strict tort, or any other legal theory. This is true even if PathIgniter is advised of the possibility of such damages. In no case will PathIgniter’s liability exceed the amount of the contract price actually paid by Customer to PathIgniter.
TERM AND TERMINATION
The term of this Agreement shall commence on Effective Date and shall continue as long as Customer’s required payments are current, as described in this Agreement or until termination as set forth in this Agreement. Provided, however, that customer may terminate Agreement at any time without cause by notifying PathIgniter in writing at least Thirty (30) days prior to a desired termination date. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within Thirty (30) days of receipt of the notice. This Agreement may be terminated by PathIgniter (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with PathIgniter or hinders PathIgniter’s ability to perform the Services hereunder. Email notification may be deemed written notice.
If this agreement is terminated for any reason, PathIgniter shall be entitled to payment for the amount of all work performed up to the date of termination.
11.1 Date of Publication – This version of the Agreement has been posted and published by PathIgniter on PathIgniter’s Web site as of March 1, 2017
11.2 Modification – PathIgniter may update and/or modify Agreement at any time as necessary to keep pace with technology, law, or to accommodate issues that arise. Customer shall be bound to these modifications Sixty (60) days after publication on PathIgniter’s Web site of any new or modified version of Agreement. Customer agrees that as Customer may terminate Agreement with Thirty (30) days prior written notice and as Agreement provides Customer with at least Thirty (30) additional days of prior notice of modification of Agreement, that Customer is considered to have prior knowledge and to have agreed to modifications of Agreement Sixty (60) days after Date of Publication.
11.3 Assignment — Neither party may assign its rights and responsibilities hereunder without the written consent of the other party.
11.4 California Law — California law shall control in the interpretation of this Agreement.
11.5 Arbitration — If the parties are unable to resolve a dispute arising under this Agreement, either party may submit such dispute to the American Arbitration Association for resolution under its rules and procedures. Any decision rendered in such proceeding shall be binding on both parties and may be enforced in any court of competent jurisdiction.
11.6 Entire Agreement — This Agreement, including the Exhibits attached hereto, sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.
12 PATHIGNITER WEBSITE DELIVERABLES
The PathIgniter website will be elegant, clean and professional and includes:
- 5 web pages or more as deemed on a case-by-case basis. Standard web pages such as: Home, About Us, Contact, Services, and Testimonials
- $19/month. Annual payment: $228/year. Plus one-time setup (to be determined at time of purchase)
- Photo Gallery with up to 10 photos or more as deemed on a case-by-case basis.
- Email address (email forwarding only – options available)
- Standard generic logo Included
- Domain name Included
- Standardized content Included
- Cloud Hosting
- Mobile Website, Responsive Designed
- Google Analytics
- Site built with Level I SEO best practices and methods and submitted to search engines
- Unlimited Site Updates Included. Reasonable updates such as text changes, content updates, text, gallery photos and graphics. Items NOT considered reasonable and not included in the unlimited updates are as follows but not limited to additional SEO, additional web pages, changed or redesign or new layout design and formatting. These additional updates and support available on a per incident fee.
Thank you for visiting pathigniter.com. To better protect your privacy, we provide this notice explaining our online information practices.
Information we collect
At the Path Igniter web site, you can submit a request for more information or sign up for email specials. We may collect personally identifiable information such as your: name, address, e-mail address, telephone number, and fax number.
How We Use the Information
We may use the information you provide about yourself to fulfill your requests for our products and services, to respond to your inquiries about our services, and to offer you other services that we believe may be of interest to you.
We sometimes use this information to communicate with you, such as to notify you when we make changes to our website or to fulfill a request by you for an online request, or to contact you about requested services.
Employees of Path Igniter who have access to personally identifiable information are required to protect this information in a manner that is consistent with this Privacy Notice by, for example, not using the information for any purpose other than to carry out the services they are performing for Path Igniter.
Finally, Path Igniter will not use or transfer personally identifiable information provided to us in ways unrelated to the ones described above without also providing you with an opportunity to opt out of these unrelated uses.
We have put in place appropriate physical, electronic, and managerial procedures to safeguard and help prevent unauthorized access, maintain data security, and correctly use the information we collect online.
How to Contact Us
If you have any questions or concerns about the PathIgniter online policy for this site or its implementation you may contact us at (805) 284-0766 or email us at email@example.com
The Privacy Notice posted on this site was updated on or about March 1, 2017