Definitions.
This Maintenance Agreement (“Agreement”) is hereby entered into between you (“Client”) and The Webscaper, LLC (“Consultant”). Client is defined by the named person entering into this Agreement as well as any employees, volunteer assistants, or other authorized agents of the named company or organization associated with the named person on this Agreement. Consultant is defined as any employee or authorized agent of The Webscaper, LLC, or any of the affiliated companies of The Webscaper, LLC, a Pennsylvania-based limited liability company located at 2933 Coventryville Road, Pottstown, PA, 19465.
This Agreement expressly covers the services provided under the named Maintenance and Security Pro Plan (“Plan”), which provides website maintenance and security for the website(s) named on this Agreement.
By accepting this Agreement electronically or in writing, the Client agrees to be bound by the following terms and conditions. The Client also agrees that accepting this Agreement electronically has the same binding effect as a written agreement with signature.
Consultant provides advertised maintenance, security, development, troubleshooting, and consultation services subject to the following Agreement, which may be amended from time to time. Client will be notified of any updates to this Agreement with at least thirty (30) days prior notice.
Maintenance Services
Consultant agrees to provide Client with services as described in this Agreement as follows:
- Perform all website software updates (software, theme, plugin) on a scheduled basis.
- Create full backups of Client’s covered website(s); full backups include all files and databases. Backups are performed daily and shall be stored offsite on Consultant’s cloud servers.
- Provide 24×7 monitoring of website uptime using automated scanning and logging services and debug/troubleshoot if downtime is detected.
- Provide 24×7 extended security monitoring to include, but not limited to, detecting intrusion attempts, DDoS attacks, file modifications, and database modifications through server-side and client-side malware and virus scanning and logging services.
- Provide ongoing automatic performance monitoring using third-party software and tools.
- Firewall installation, configuration, and management (optional)
- Debugging & Troubleshooting: Provide unlimited debugging and troubleshooting for any issues detected through Consultant monitoring and/or reported by Client. Troubleshooting and debugging is defined as: Identify and fix any issue that impacts proper usage of Client’s website(s), including but not limited to: site outage, malware/virus infection, site errors, plugin errors, display errors, etc.
- Third-party vendor management: Consultant will manage Client’s covered website-related third-party vendor accounts including, but not limited to: website hosting, domain registration, email provider services, premium software/plugin accounts, email marketing providers, etc., for the purpose of ensuring proper configuration, renewal dates are met, server/domain updates and required maintenance are performed, and to be able to provide support to such systems for the Client.
- Consultation: Client may request consultation for any question, training, or advice related to the Client’s online presence. Unlimited email, phone, or video conference consultation is included; consultation shall only be honored during posted consultation hours and requires advance appointment.
- Support Requests: Consultant will perform requested work on the Client’s website up to two (2) hours per month. Support requests are additional requests outside of the scope of the maintenance plan, including but not limited to: website content changes, image creation or posting, forms creation, adding or configuring new functionality on the website, adding plugins, adding or editing navigation menus, pages, or sections, etc. Monthly support time does not accumulate or roll over from month to month.Additional support hours may be purchased separately.
- Site Reviews: Quarterly site reviews will be performed, to include a full front-end and back-end analysis of performance, content, design, navigation, error logs, software, hardware, server configuration, plugin integrity and more.
Additional Services.
Additional services not listed herein may be provided at additional hourly cost.
Client Responsibilities & Acknowledgement
Client understands and agrees that for the purposes of performing the services outlined in this Agreement, Consultant needs access to certain third-party service accounts, including but not limited to: website hosting accounts, domain registration accounts, email provider accounts, website CMS administration accounts, payment processor accounts, and similar services. Client agrees to provide Consultant with access to these accounts either through creation of unique user accounts for Consultant, or by securely sharing username/login credentials with Consultant. Furthermore, Client understands that Consultant needs constant and continual access to these service accounts in order to service and troubleshoot as issues arise, and agrees not to intentionally or unintentionally revoke access to these accounts by changing passwords or removing user accounts without prior notice to Consultant.
Client agrees that Consultant is not responsible for delays in troubleshooting site errors, outages, or failures if delay in troubleshooting occurs as a result of inability for Consultant to access systems or accounts due to withheld, changed, or removed access, including changed passwords for service/vendor accounts. Should Clients require the need to change service/vendor/account passwords, Client agrees to promptly alert Consultant and provide the updated access information.
Client agrees that no other service providers, including but not limited to, Maintenance Providers, Security Providers, Web Designer/Developers, SEO Providers, IT Providers, or other third-party consultants, have or will be provided administrative access to the Client’s website or any managed third-party systems while this Agreement is in effect. Such concurrent access could interfere with the services, tools, or procedures put into place under this Agreement by Consultant. If Client deems it necessary to grant website access to another third-party provider for any services, Client agrees to notify Consultant prior to providing access to the third party so that additional protections, maintenance, and security procedures may be put into place.
Client agrees that Consultant is NOT responsible for site outages, errors, security breaches, or other website failures that occur as a result of actions performed by outside service providers other than Consultant. If a breach or failure of the website occurs while administrative access to the website or managed third-party system is granted to an outside provider, the terms of this Agreement will be null and void.
Client understands and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Consultant for use on website(s), social media, or other public use are unique creations of, are owned by, the Client, or that the Client has permission or licensing from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Client and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
Client unconditionally guarantees that Client’s website has not been compromised, hacked, or otherwise defaced or infected prior to purchasing a maintenance plan, unless previously disclosed in writing to Consultant.
Client understands that governments enact laws affecting electronic commerce and communication, including but not limited to, electronic commerce and taxation, payment collection, internet privacy and data collection, required disclosures, and electronic and email communication. Client understands and agrees that the Client is solely responsible for complying with such laws, requirements, procedures, taxes, and tariffs, and will hold harmless, protect, and defend Consultant and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s use or non-compliance of these legal requirements.
Service Expectations.
Client understands the following procedures, timelines, and limitations of service being provided:
- Maintenance and security tasks are performed automatically by Consultant on an ongoing basis. Updates to software and plugins are performed routinely but major updates may be delayed until compatibility with other software has been verified to prevent conflicts and site issues.
- All requests for support work or to schedule consultation should be sent via email to kym@thewebscaper.net. Emails automatically open a “ticket” assigned to the client. Emails should only be sent by Client contacts on file; there is no limit to the number of contacts that may be on file. Any requests made by phone, text, via Dropbox, Canva, Google Docs/Sheets, or any other means are not guaranteed to be received or triaged in a timely manner.
- All maintenance and support work performed by Consultant across all Clients is prioritized by triage. Urgent issues, as defined as a site outage or critical functionality of a website not working properly, always take priority over ALL other tasks and requests. Client understands that for this reason, exact timelines of completion of support requests may occasionally be delayed.
- Urgent issues will be addressed as immediately as possible, including after-hours, and will take priority over all other requests until the issue is resolved. Consultant cannot guarantee a completion time, but most issues are resolved within 24 hours and often significantly sooner.
- All non-urgent maintenance and support work across all Clients is queued and completed first-come, first served unless a deadline is provided. Providing us with requested deadlines on support requests greatly helps us serve all clients as efficiently as possible. We request advance notice of one (1) week for requests. Most requests are completed within two business days. Deadlines of fewer than three (3) days are not guaranteed and are dependent on the scope of the request and whether all relevant information is provided. We do our best to honor all deadlines.
- Support work is clocked in fifteen (15) minute intervals. It is recommended to “batch” requests in as few emails as possible, as this will allow us to do more tasks for you in less billed time.
- Two (2) complimentary hours of support are included in this Maintenance Agreement. This time is not accumulated or “rolled over” from month-to-month. If Client has purchased supplemental support hours, monthly requests will first be deducted from the complimentary two (2) hours and any overage is then deducted from supplemental support. Supplemental support hours purchased do not expire and may be used at any time while an active Maintenance Client.
- Support requests may be emailed at any time. Time of receipt will be logged immediately if received during business hours (Monday through Friday, 9:00am – 5:00pm) or at 9:00am on the next business day if sent after business hours. Consultation must be scheduled ahead of time and is available Monday through Friday between 11:00am and 3:00pm.
Fees.
Customer agrees to pay Consultant any and all fees as billed in accordance with this Agreement. Fees must be received before Plan services are put in effect. All maintenance plans auto-renew monthly or annually. Failure to pay renewal fees will result in suspension of services until plan fees are brought current. Notification of any change in service fees will be provided at least fourteen (14) days prior to renewal.
Term and Termination.
This Agreement shall be effective immediately upon receipt of the Maintenance Agreement enrollment form and successful payment. Annual subscription plans automatically renew each year, on the calendar day and month that the Plan was initially purchased. This Agreement will remain in effect through subsequent renewals until the Maintenance plan is terminated or cancelled.
This Agreement may be terminated by either party upon 30 day written notice (mail or email) 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 Consultant if (a) Client fails to pay any fees hereunder or (b) if Client fails to cooperate, or hinders the ability for Consultant to perform the activities agreed upon in this Agreement, including but not limited to revoking access through password change or other means to the Client’s website administration portal or third-party services such as hosting, domain registrar, etc.
Refunds will only be issued for cancellation within the first seven (7) days of purchase or renewal. No refunds will be given for unused months for plans cancelled after the first seven (7) days of the plan term. Plans canceled less than thirty (30) days before renewal of the annual term, a fee equivalent to one (1) month’s monthly-paid subscription fee will be due, and the Plan will terminate thirty (30) days after fee is paid.
Copyright and Intellectual Property Indemnification and Liability.
Client shall indemnify and hold harmless Consultant (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 as a result of any claim, judgment, or adjudication 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 Consultant for publication on Client’s website(s), or (b) a claim that Consultant’s use of the content provided by Client for publication infringes the intellectual property rights of a third party.
Limited Liability.
Consultant will not be responsible for any indirect, special, or consequential damages, such as lost profits, loss of data, or other issues that may arise. This includes claims based on breach of contract, negligence, or other legal grounds. No refunds will be provided under any circumstances. Consultant does not offer any guarantees or warranties, expressed or implied, for third-party products, software, or services used in the project. Consultant 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.
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
Consultant, 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 Consultant, whether by regulation or contract. In no way is Consultant 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.
Assignability
Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Consultant. Consultant reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
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 Consultant 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 Chester County, Pennsylvania, 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 Pennsylvania 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 Pennsylvania 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
Client agrees that by purchasing a Maintenance Plan they are acknowledging that they have read and understand this Agreement and agree to be bound by its terms and conditions.