ProPages Terms

This agreement is for web design and hosting services on the ProPages platform between Maven Digital, LLC (hereinafter “Company”) and you, the purchaser (hereinafter “Client”). Collectively, Company and Client will be referred to as the “Parties.” The Parties agree to the terms set forth below.

1. Conditions

This Agreement will not take effect, and Company will have no obligation to provide services, until: (a) Client pays the full Project Fee called for under Paragraph 3; (b) Client books their Site Setup Session; and (c) Company acknowledges acceptance of Client. Upon satisfaction of these conditions, this Agreement will be deemed to take effect and the Project will begin (“Project Start Date”).

2. Scope of Services

Client hires Company to build 1 new website for Company, by providing the services as specifically outlined and selected in the checkout process. The services to be performed by Company, as selected in checkout, will be referred to as the “Services.”

The Services will be provided as follows: set up in 1 Site Setup Session consisting of an 8-hour session dedicated to customizing and setting up the site for launch. Included in this service, Company will provide Client with the following:

• Client intake questionnaire(s)

• 1 Customized site design

• If choosing Custom Premium Multi-Page Site, 1 questionnaire for each respective service page determined by the chosen site plan

• 1 Site Session for setup + launch (8 hours) in which we can make revisions and tweaks to the site

• If choosing ProPages Managed Site, 1 Monthly set of requested website changes as long as the site maintenance subscription is active

• If choosing ProPages Managed Site, Monthly site hosting and maintenance for one domain or subdomain

• Any addons selected during checkout

While the initial site setup session may be a collaborative process, it is NOT an in-person, phone, or Zoom session. Company’s best work happens when Company is able to concentrate and focus in silence. 

For monthly site changes, Client will be able to submit specific requests for site updates to receive one set of batched site updates changes per month. Client must provide all required content and code snippets they would like added. These changes may include changing or adding written text Client has provided, changing or adding photos Client has provided, creating additional pages using existing layouts to add content Client has provided, adding additional features such as a booking calendar or tracking snippet when the code is provided by the Client, etc.  

There is no guarantee of other specific deliverables for the duration of this contract. No part of this service includes additional recommendations, consulting, regular reporting or calls, or projects not specified above. Client may elect to engage in additional projects with Company for services outside of the scope of this project. Client will be solely responsible for all related purchases.

ITEMS NOT INCLUDED:

The following items, as well as any custom coding requirements beyond the initial design phase, are not included: 

-Additional custom layouts beyond scope of project
-Custom written website content 
-Set up of any third-party systems such as live chat features, calendar/booking features, email service providers for newsletters, etc.
-New logo creation outside of specifications above
-E-Commerce functionality
-@domain Email setup with Google Apps 
-Hosting or cpanel access
-Additional domain or subdomain hosting 
-Management of DNS/domain records for third party services
-Maintenance or setup of any outside hosting or domains
-Transferring the site or any parts of the site, designs, or files to external hosts or external platforms

Please note that any third-party systems we do initial setup for (for example online booking, live chat, Google email) are your responsibility to maintain, and any support must go through the system provider - we can only support the integration with the website.

3. Payment Terms

Client agrees to pay Company the agreed-upon Project Fee at the time of booking for the Services considered in this Agreement. Client understands that Company will not provide any services or begin work until payment is received. Project Fee includes an initial project fee and may include a monthly ongoing maintenance fee depending on the options selected during checkout, which will be billed as part of an automatically recurring subscription. Client agrees to be automatically billed for this subscription monthly, and agrees that the subscription will automatically continue month-to-month until cancelled with a 30-day notice to Company via email.

4. No SEO Guarantees

While the parties understand that search engine optimization (“SEO”) is an important aspect of website performance, Company makes no guarantees with regard to SEO. Client understands that SEO is subject to algorithm changes and fluctuations in competitors and rankings.

5. Timeline

Client must book and agree to a date and time for the site setup session (“Site Session”) within 48 hours of Project Start Date. The Site Session Date must occur within 4 weeks of Project Start Date. Client must provide Initial Client Questionnaire and all other requested info to Company a minimum of 72 hours prior to the Site Session Date. 

6. Cancellation and Refunds

Client may not cancel the services and no refunds are offered. Client may postpone a scheduled session up to 72 hours before the start of a session, as long as the new date chosen is within the timeline window stated above. If Client chooses to postpone less than 72 hours before the agreed upon design days, a non-refundable fee of $100 will be invoiced to the Client to hold a new date on the Company’s calendar. If Client no-shows or delays work in accordance with Paragraph 8, Company may cancel this agreement at their discretion without providing a refund, resulting in Client forfeiture of project fees.

7. Ownership of Work Product & Site Credit

Client is and will be the owner of all interests in the product of all work performed under this Agreement (the “Work Product”). Company hereby irrevocably sells, transfers and assigns to Client all right, title and interest that Company has or will have in and to the Work Product, and Company acknowledges that Client owns and will own all such existing and future right, title and interest in and to the Work Product. Notwithstanding the foregoing, Company shall be entitled to display Work Product in their portfolio, on their website and social media, or for any other business marketing purposes, as well as add a linked site credit to the website footer. This credit requires prior approval and additional payment of $250 made to Company in order to be removed by the Client or any third-party service providers the Client hires in the future.

8. Delays

Client understands that prompt communication is necessary in order for Company to meet its obligations under this Agreement. As such, Client agrees to make best efforts to respond to requests for information and/or approvals with the necessary information from Client on or prior to the Initial Session Date. Furthermore, Client agrees that should Client fail to be responsive to Company communications for twenty-one (21) or more days, Company may cease work under this Agreement. If Client is continually late in responding to Company, Company may choose to cancel this agreement in accordance with Paragraph 6, Cancellation.

9. Limit of Liability

Liability shall be limited to the project fee amount. Except as prohibited by law, Company shall not be liable to Client or to any other person or entity for any general, punitive, special, indirect, for consequential or incidental damages, or lost profits, or any other damages, costs or losses arising out of the Company services, materials, or products, including attorney’s fees and related expenses of litigation and arbitration. Except as prohibited by law, to the extent there is liability found as to the Company, such recovery is limited to the amount the Client paid for materials, products, or services.

10. Indemnification and Release

To the extent permitted by law, each party hereby agrees to protect, indemnify, defend, and hold harmless the other and their respective managers, officers, members, partners, affiliates owners, shareholders, beneficiaries, and their respective employees, agents, and contractors (collectively, "Representatives") against all claim/losses, liabilities, damages, expenses, and costs arising out of or connected with the negligence or intentional misconduct of such party or its Representatives. 

11. Force Majeure

Company shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

12. Attorney's Fees. 

Should any litigation be commenced between the parties to this Agreement, concerning any provision of this Agreement or the rights and obligations of any party, the prevailing party shall be entitled reimbursement of a reasonable sum of their attorney's fees in such litigation which shall be determined by the Court in such litigation or in a separate action brought for that purpose.

13. Waiver. 

No waiver of any default by any party or parties to this Agreement shall be implied from any omission by a party or parties to any action on account of such default. If such default persists or is repeated, no express waiver shall affect any default other than the default specified in the express waiver, and that only for the time and to the extent therein stated. 

14. Article Headings. 

All article, paragraph, and section headings set forth in the Agreement are intended for convenience only and shall not control or affect the meaning, construction, or effect of this Agreement or any of the provisions thereof. 

15. Severability. 

If any provision of this Contract shall be declared invalid or unenforceable, such provision shall be deemed eliminated from this Contract, and all remaining provisions shall continue in full force and effect.

16. Modification by Subsequent Agreement

This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.

17. Mediation

To the extent Client attempts to assert any such claim relating to this Agreement or to services provided from Company to Client, Client hereby expressly agrees to present such claim only in the small claims courts in Wyoming.

18. Governing Law. 

This Contract shall be governed by and interpreted under the laws of the state of Wyoming

19. Sole and Only Agreement. 

This Contract contains the entire understanding between the parties with respect to the subject matter and supersedes any and all other prior written Contracts and understandings (whether oral or written) between the parties. No amendment or modification of this Contract shall be effective unless executed in writing by both parties. 

20. Assignment; Successors and Assigns. 

Client agrees that Client will not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement. Any such purported assignment, transfer, or delegation shall be null and void. Client represents that Client has not previously assigned or transferred any claims or rights released by him pursuant to this Agreement. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, attorneys, and permitted assigns. This Agreement shall not benefit any other person or entity except as specifically enumerated in this Agreement.

21. Counterparts 

This Agreement may be executed in counterparts, and if so executed and delivered, all of the counterparts together shall constitute one and the same Agreement. A facsimile signature may be treated as an original, and each party agrees to deliver to the other party an original executed Agreement within seven (7) days of execution.

I, the agreeing Client, hereby warrant that I am of full age and have every right to contract in my own name in the above regard. I state further that I have read the above authorization and release prior to the execution and that I am fully familiar with its contents.