Zoom Website Design

Terms and Conditions

Zoom Website Design Terms and Conditions:

Zoom Website Design, hereafter ZWD, provides consulting and design services exclusively in the United States of America. Any services rendered to any party shall be governed by the following terms and conditions of use.

1. ZWD requires 50% of the total project bid amount before starting work on a design. The remaining balance must be paid upon completion of the project or 90 days after beginning the project, whichever comes first, regardless of project status.
   
   
2. All written content for the web site is to be provided by the Client.
   
   
3. ZWD will only use materials that are in accordance with copyright laws and the Client will not provide material to ZWD for use in a web site design that violates such laws.
   
   
4. ZWD shall not be held liable for the accuracy of any information supplied by the Client and contained in Client's website.
   
   
5. ZWD will be given final approval of a design by the Client before developing the web site. Changes to the design after approval has been given and development has begun are not included in the initial agreement and are therefore billed at an hourly rate.
   
   
6. ZWD and Client shall agree to a schedule of deadlines before commencing work on a project. Meeting project deadlines will be dependent on the provision of content/information for the project by the Client. Failure by Client to provide content/information promptly will result in the project deadline being re-scheduled.
   
   
7. The cost estimates agreed upon by ZWD and Client are based on the requirements specified in the accepted proposal. Any change in the requirements or delays in communication will have a direct impact on the cost of the project.
   
   
8. All payments to ZWD are non-refundable.
   
   
9. On the agreed completion date or milestone the Client will be invoiced for the agreed fees as detailed in the Proposal.
   
   
10. In case any invoice is overdue for more than 10 days, ZWD reserves the right to stop work, suspend hosting, or remove work without any further communication.
    
    
11. ZWD sends all invoices on email only and all invoices are due on presentation.
    
    
12. ZWD will not give out Client’s confidential information, including but not limited to names, addresses and trade secrets. ZWD agrees to take reasonable precautions to prevent unauthorized disclosure of confidential information.
    
    
13. A valid cancellation will take place if the same is communicated in writing (with authorized signature of Client) and is mutually agreed upon or full and final payment having been received by ZWD with respect to project.
    
    
14. This Agreement is effective as of the Effective Date and shall continue unless terminated; ZWD may terminate this Agreement after five (5) days' written notice to Customer if Customer materially breaches this Agreement, including, without limitation, failure to pay, and fails to cure such breach during such five (5) day period; and (c) upon the termination of this Agreement, Customer will pay ZWD for all Services provided to Customer by ZWD prior to termination.
    
    
15. ZWD warrants that the Web site will conform to specifications or acceptance criteria agreed to by the parties when delivered to Customer and for a period of one (1) year thereafter (the "Warranty Period") and that ZWD will perform the services in material conformity to the specifications contemplated hereunder in a professional and workmanlike manner. ZWD warranties and representations hereunder will not extend or apply to any Web site modified by any party other than ZWD In the event that Customer discovers an Error in the Web site during the Warranty Period, ZWD sole responsibility will be to use reasonably commercial efforts to correct such Errors. "Error" means any reproducible error, problem, or defect resulting from (i) an incorrect functioning of the Background Technology that materially affects the functionality of the Web site or (ii) any failure of the Web site delivered to Customer to materially meet the specifications or acceptance criteria. All warranty claims not made in writing within the Warranty Period shall be deemed waived. ZWD warranty obligations are personal to Customer and may not be extended to any third party.
    
    
16. Except as expressly provided in this Agreement, the Services and Customer Web sites are provided "as is," and ZWD expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title,noninfringement, merchantability, and fitness for a particular purpose. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein. Unless an approval process is specified herein or in a Statement, all Web sites provided by ZWD to a Customer will be deemed accepted when delivered.
    
    
17. ZWD reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. ZWD may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following ZWD posting of any changes or modifications on its websites will constitute your acceptance of such changes or modifications.
    
    
18. Rights to the Website and Content - With the exception of any Third-Party Materials and Background Technology, Customer owns the website and Customer Content. "Customer Content" means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software), in any medium, provided by Customer to ZWD. "Third-Party Materials" means any content, software, or other computer programming material that is owned by an entity other than ZWD, and licensed by ZWD or generally available to the public, including Customer, under published licensing terms, and that ZWD will use in the development of or to display or run a website. The graphics utilized from ZWD' graphics library are licensed from third-party suppliers. ZWD will provide Customer a limited, personal, nonexclusive, nontransferable license to use the graphics during the term of this Agreement.
    
    
19. Limited License to the Background Technology - "Background Technology" means computer programming/formatting code or operating instructions developed by or for ZWD and used to create any portion of a website or used to operate the website or a Web server in connection with a website. Background Technology includes, but is not limited to, any files necessary to make forms, buttons, checkboxes, and similar functions and underlying technology or components, such as style sheets, animation templates, interface programs that link multimedia and other programs, customized graphics manipulation engines, and menu utilities, whether in database form or dynamically driven. Background Technology does not include any Customer Content or any derivatives, improvements, or modifications of Customer Content. Subject to the terms and conditions of this Agreement, ZWD hereby grants Customer a perpetual, nonexclusive license to copy, distribute, transmit, display, perform, create derivative works of, and otherwise use only such Background Technology that is incorporated into a website, in whole or in part, solely as necessary for Customer to operate, maintain, and make the website available in the normal course of Customer's business. Customer may not duplicate or distribute any Background Technology to any third party without the prior written consent of ZWD. All rights to the Background Technology not expressly granted to Customer hereunder are retained by ZWD. Without limiting the foregoing, Customer agrees not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of the Background Technology, except as allowed by laws
    
    
20. Customer agrees to indemnify ZWD and hold ZWD harmless against any and all liabilities, claims, suits, losses, costs, and legal fees caused by, arising out of, or resulting from any act or omission of the Customer, whether intentional or not, including, but not limited to, the Customers negligence, breach of contract, or violation of federal, state or local law
    
    
21. Customer understands that ZWD is not aware of and has not reviewed the Customers other contractual obligations. ZWD does not wish to encourage or facilitate any Customers breach of any contract with any third party. Customer warrants that it is not breaching any agreement with any third party by purchasing any services from ZWD. Customer agrees to indemnify ZWD and hold ZWD harmless from any loss caused by breach of this warranty.
    
    
22.  Limitation of Liability - ZWD' LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO ZWD DURING THE THREE (3) MONTH PERIOD BEFORE THE ACTION AROSE. ZWD SHALL NOT BE LIABLE FOR (A) ANY LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ZWD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND ABSENT SUCH LIMITATIONS, ZWD WOULD NOT ENTER INTO THIS AGREEMENT
    
    
23. These terms and conditions apply to custom web design. Other projects or services may be bound by separate terms and conditions