Last modified: 2023-01-10
Website Service Agreement
This Website Service Agreement (“Agreement”) is hereby entered into between you and your employees (hereinafter referred to as “Client”) and Dobson Digital, LLC (hereinafter referred to as “Dobson Digital”) and applies to the purchase and use of all Website Hosting and Maintenance Services (hereinafter collectively referred to as “Services”) ordered by Client.
Term and Termination
This Agreement shall be effective when Client purchases or uses Services provided by Dobson Digital. This Agreement may be terminated by either party upon 30 day written notice to the other with or without cause.
If Client’s website is not hosted by Dobson Digital, client must provide Dobson Digital with full access to their hosting cPanel or control panel. This means Client will need to share login credentials for its hosting account. There is no discount if Client chooses to host elsewhere.
This Agreement may be terminated by Dobson Digital (i) immediately if Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate with Dobson Digital or hinders Dobson Digital’s ability to perform the Services hereunder, including revoking access to Client’s websites, domain registrar, or hosting accounts.
Maintenance Services
Dobson Digital agrees to provide Client with Services as described in this Agreement.
Monthly Hosting & Maintenance – $ Price as Negotiated By Client and Dobson Digital
- Secure website hosting
- Regular updates to Client’s WordPress backend software, including WordPress plugins and themes, on a monthly basis
- Automated data backup of website on a weekly basis
- Recovery of website files from backups, as needed
- Regular security scans
Website Development & Content Management** – $60 / hour (hourly rates subject to change with notice)
- Updates to website text and images with content provided by Client
- Creating new pages or posts with content provided by Client
- Editing navigational menu items
- Creating or editing e-commerce products
- Custom programming (PHP, HTML, CSS, Javascript) to create custom website features
** Dobson Digital is under no obligation to perform website development or content management services, and the Client is not obligated to hire Dobson Digital to perform these Services. Client may hire a third-party for website development and content changes, as required.
Fees; Limitations on Refunds and Cancellation Fees
Client agrees to pay Dobson Digital any and all fee(s) as billed in accordance with this Agreement. Hosting and Maintenance fees must be paid in advance of service and content management fees will be invoiced after services have been rendered. THE CLIENT FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY CLIENT, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CLIENT FURTHER AGREES TO PAY UPON CANCELLATION ANY OTHER AMOUNTS DUE TO DOBSON DIGITAL FOR WORK PROVIDED AT CLIENT’S REQUEST ABOVE. DOBSON DIGITAL IS HEREBY AUTHORIZED TO CHARGE CLIENT’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CLIENT TO DOBSON DIGITAL.
Client Responsibilities
For the purposes of providing these Services, Client agrees:
To properly convey to Dobson Digital instructions for website changes.
To promptly answer any questions from Dobson Digital, in regard to changes to CLIENT’s websites.
To provide Dobson Digital with access to its website, domain registrar and hosting account for the purpose of providing Services.
Client Acknowledgements
Client understands, acknowledges, and agrees that:
All hourly work will be billed in 30-minute time increments and will be invoiced on a weekly basis. All invoices are due NET 15.
Client understands that all work will be scheduled according to Dobson Digital’s workflow. Dobson Digital has many clients and all work is performed on a first come first serve basis, except in the case of a total website down issue, which would be considered an “emergency.”
Failure by Client to answer a question critical to the completion of a task within 2 business days may cause that task to be “bumped” and moved to the “end of the line” in our work queue.
All monthly updates are scheduled at Dobson Digital’s convenience and in accordance with Dobson Digital’s schedule. The only exception being in the case of Client’s website being totally offline or down, in which case Client’s issue would be considered an “emergency” and would take priority.
All communications will be during Dobson Digital’s regular business hours, which are Monday through Friday from 8:00 AM to 4:00 PM (EST).
Dobson Digital is not responsible for Client’s email issues or troubleshooting problems on client’s own computer. Dobson Digital’s role is to maintain and keep your website running at its optimal capabilities.
Dobson Digital has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s website(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
All text-based content shall be provided in a manner that can be copied and pasted by Dobson Digital. Screenshots of text are not accepted.
If changes are made by Dobson Digital according to Client’s instruction, and the changes are not correct, or need to be amended, Client will be billed for the time required to make these changes.
Dobson Digital is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
Dobson Digital is not responsible for changes made to Client’s website(s) by other parties, including the Client themself.
Dobson Digital is not responsible for third-party installed plugins that may become unusable or break the website.
Availability of backups is not guaranteed.
Scheduling of Maintenance Tasks
Scheduling is a priority for Dobson Digital. Dobson Digital schedules all work for the month in advance to maintain a workflow that is conducive for its business and for all of its clients. Client understands that the scheduling of these tasks is at the discretion of Dobson Digital.
Additional Services
Additional services not listed herein will be provided for a fee of our standard hourly rate at the time services are requested. Dobson Digital is not responsible for search engine optimization (SEO), developing new content, or writing new copy for Client.
Proprietary Rights
No title to the intellectual property used to provide Services is transferred to Client. Title and full ownership rights to the Services will remain the exclusive property of Dobson Digital and/or its suppliers, and Client will not acquire any rights to the Services, except as expressly set forth above. The Services are protected by copyright laws and international treaty provisions.
Client has the right to access and use the Services subject to the terms of this Agreement.
As between Dobson Digital and Client, Client owns its original data as provided to Dobson Digital.
As between Dobson Digital and Client, Dobson Digital shall retain copyright and title to any creative work performed by Dobson Digital, even if the work is at the request of Client.
Client grants Dobson Digital and its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, store, record, transmit, display, view or otherwise use Client Data, as reasonably necessary for Dobson Digital to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein to Dobson Digital, Dobson Digital acquires no right, title or interest from Client or Client’s licensors under this Agreement in or to any of Client’s data.
Dobson Digital shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into Services any Client recommendations. Dobson Digital shall have no obligation to incorporate Client recommendations.
Indemnification
Client shall indemnify and hold harmless Dobson Digital (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Dobson Digital as a result of any claim, judgment, or adjudication against Dobson Digital related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Dobson Digital (the “Client Content”), or (b) a claim that Dobson Digital’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Dobson Digital must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.
Disclaimer of All Other Warranties
DOBSON DIGITAL DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENTS’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CLIENT. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, DOBSON DIGITAL PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
Limited Liability
IN NO EVENT SHALL DOBSON DIGITAL BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. DOBSON DIGITAL MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD-PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
Client Representations
Client makes the following representations and warranties for the benefit of Dobson Digital:
Client represents to Dobson Digital and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Dobson Digital are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Dobson Digital and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
From time-to-time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce.
Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Dobson Digital and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.
Confidentiality
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Dobson Digital and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
Force Majeure
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
Relationship of Parties
Dobson Digital, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of Dobson Digital, whether by regulation or contract. In no way is Dobson Digital to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
Notice and Payment
Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered or Express mail, return receipt requested, by Federal Express or by email. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph. All email correspondence to Dobson Digital shall be delivered to info@dobsondigital.com. Client shall provide Dobson Digital with a valid email address for all legal and billing correspondence.
Jurisdiction/Disputes
This Agreement shall be governed in accordance with the laws of the State of Georgia. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Georgia including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
Agreement Binding on Successors
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
Assignability
Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Dobson Digital. Dobson Digital reserves the right to assign subcontractors as needed to deliver Services.
Waiver
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
Severability
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
Disputes
Client and Dobson Digital agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Bartow County, Georgia and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Georgia sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Georgia or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.
Read and Understood
By purchasing or using Services, Client acknowledges that they have read and understand this Agreement and agree to be bound by its terms and conditions.