TOS Terms of Service 2017-03-08T15:34:58+00:00

Design We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We may use static visuals to indicate a look-and-feel direction (color, texture and typography). Our strength is in our design not only for you, our client, but more importantly (or at least as important) to your potential client. You’ll have two or more weekly opportunities to review our work and provide feedback. If, at any stage, you’re not happy with the direction our work is taking, you’ll pay us in full for everything we’ve produced until that point and cancel this contract. We provide all of our Website designs through the WordPress platform. Text Content We’re not responsible for writing or inputting any text copy. If you’d like us to write new content or input text for you, we can provide a separate estimate for copy writing. Photographs You should supply graphic files in an editable and web-acceptable format. If you choose to require stock photographs or graphics, we can provide such service and provide a separate estimate for purchase of such item(s). Browser Testing Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device. In other words, we make sure your website works on mobile devices, tablets and desktops/laptops in a manner that is familiar to that device. Technical Support We’re not a website hosting company so we don’t offer support for website hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we can set up an account for you at one of our preferred hosting providers. Far to often, Design & Development companies promote the ability to provide “ A One Stop Shop” logic while in essence they are providing you those services through 3rd party companies. We do the same, but we stay transparent and can provide you that service with direct contact with that company providing you the service. We do one thing and we do it well, we design. So let us bridge you and your hosting company together so that you have direct contact and we can move pixels. We also understand the value of your service and your website, so rest assure, we are putting you in business with a Hosting partner that we use ourselves. Changes and Revisions We want to play this smart. We want you to be happy but we also want to be efficient. When it comes to website design and development, we understand it may take a few tries so we are willing to do so. We just ask that you be direct in “your wants” so we can get you there with our designs. Legal Stuff We can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them. Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions. Copyrights First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. Then, when your final payment has cleared, copyright will be automatically assigned as follows: You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them. Screaming Lunatic Design Agency • • 732.497.0391 We will own the unique combination of these elements that constitutes a complete design and we will license that you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that. Bragging Rights We love to show off our work and share what we’ve learned with other people, so we reserve the right to display and link to your project as part of our portfolio and to write about it on websites, in magazine articles and in books. Payments We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule. But just in case…. Collections – On any balance more than 90 days overdue (100 days past the Invoice Date), Screaming Lunatic Design Agency reserves the right to send Customer’s open bill to a collections company. One week prior to submitting bills to collections, Screaming Lunatic Design Agency will contact Customer, via email or via phone, to resolve any open balances. If no resolution can be reached, a 15% processing fee will be added to the open balance prior to submitting to collections. Payment Schedules We ask for 50% payment of your “Balance Due” for any Invoice provided upon contract signature and must be done to commence project(s) of that Invoice, alongside receiving any materials required from you, our beloved client, to begin the design process. After that, we ask for completion of “Balance Due” prior to your website going “live” or for printed material to be sent to our print facility. The Horrible Small Print Just like a parking ticket, you can’t transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place. Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of United States of American courts. OWNERSHIP Ownership of Work Product (The Short: It’s your stuff, not ours) Screaming Lunatic Design Agency hereby irrevocably assigns to Customer all right, title and interest in and to all Work Product and documentation produced pursuant to Customer’s requests for services hereunder including, without limitation, all applicable Intellectual Property Rights thereto. If Screaming Lunatic Design Agency has any such rights that cannot be assigned to Customer, Screaming Lunatic Design Agency waives the enforcement of such rights, and if Screaming Lunatic Design Agency has any rights that cannot be assigned or waived, Screaming Lunatic Design Agency hereby grants to Customer an exclusive, irrevocable, perpetual, worldwide, fully paid license, with right to sublicense through multiple tiers, to such rights. Screaming Lunatic Design Agency acknowledges that there are, and may be, future rights that Customer may otherwise become entitled to with respect to the Work Product that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed, and Screaming Lunatic Design Agency specifically intends the foregoing assignment of rights to Customer to include all such now known or unknown uses, media and forms of exploitation throughout the universe. Ownership of Content and Website As between Screaming Lunatic Design Agency and Customer, any Content given to Screaming Lunatic Design Agency by Customer under this Agreement or otherwise, and all User Content, shall at all times remain the property of Customer or its licensor. Screaming Lunatic Design Agency shall have no rights in such Content or User Content other than the limited right to use such content for the purposes expressly set forth in this Agreement. INDEMNITY We will protect you if you protect us. WORDS OF WISDOM Content Management System (CMS) – A web-based program intended to give Customers the ability to create or modify content in their website without affecting the overall design. SEM (Search Engine Marketing) – The act of optimizing a website, completing external directory listings and initiating other online marketing strategies so the Customer’s website pages appear as relevant, high-ranking search engine results. Screaming Lunatic Design Agency • • 732.497.0391 Delivery of Initial Content – Customer shall deliver to Screaming Lunatic Design Agency all Content that Customer intends for Screaming Lunatic Design Agency to incorporate into the Work Product (the “Initial Content”) as indicated in the Customer Summary. Screaming Lunatic Design Agency will not begin development on the work product until the Initial Content has been delivered by the customer. Search Engine Registration – When Screaming Lunatic Design Agency makes the initial “final version” of the Work Product available to Customer, Screaming Lunatic Design Agency shall propose to Customer search engines, directories, and appropriate advertising portals where the Website should be registered. If requested by Customer, Screaming Lunatic Design Agency shall, for a negotiated fee, promptly register all Website pages with all (or a designated subset) of such sites. WEB HOSTING (If provided) Following Customer’s initial acceptance of the Work Product, Screaming Lunatic Design Agency shall provide the following web hosting services through an agreed upon 3rd party company. This company agrees to provide the following and shall be referred to as “Hosting Provider”: Domain Name Registration If requested by Customer, “Hosting Provider” shall, at Customer’s expense, reserve requested domain name(s) with an accredited registrar. Customer shall own all right, title and interest in and to the Domain Name and all Intellectual Property Rights related thereto. Unless otherwise noted by Customer, “Hosting Provider” shall list itself as the administrative, technical and billing contact. Content Control Customer shall have sole control over the Content. “Hosting Provider” shall not supplement, modify or alter any Work Product that has been accepted by Customer or any Content (other than modifications strictly necessary to upload the Content to the Website) except with Customer’s prior written consent. Customer shall be given access to upload or manage content through the use of a Content Management System (CMS) or File Transfer Protocol (FTP) as described in the Customer Proposal. “Hosting Provider” shall also perform content updates at the Customer’s request for an additional fee. Site Backup & Disaster Recovery “Hosting Provider” shall maintain a complete and current copy of the Website no more than three days old. In the event that servers experience failure, the stored copy shall be restored to a working server. No guarantees are made of any kind, either expressed or implied, as to the integrity of these backups. It is the Customer’s responsibility to maintain recent local copies of their web content. Server Logs At Customer’s written request, “Hosting Provider” shall provide to Customer access to the minimum tools necessary to view and analyze the server logs of Website activity (the “Server Logs”). Security “Hosting Provider” shall prevent unauthorized access to restricted areas Website and any databases or other sensitive material generated from or used in conjunction with the Website; and “Hosting Provider” shall notify Customer of any known security breaches or holes. Force Majeure Neither Customer nor “Hosting Provider” shall be responsible for any losses or damages to the other occasioned by delays in the performance or nonperformance of any of said party’s obligations when caused by Acts of God, strike, acts of war, inability of supplies or material or labor or any other cause beyond the reasonable control of the said party. Third Party Software Customer is strictly prohibited from installing any third party software on “Hosting Provider” servers without the express written authorization of “Hosting Provider”. In the event that the authorized third party software disrupts “Hosting Provider” server, “Hosting Provider” shall have the right to temporarily disable the software until the problem can be resolved. In the event that the Customer installs third party software on “Hosting Provider” servers without the express written authorization of “Hosting Provider”, “Hosting Provider” shall have the right to terminate the Agreement without notice. Acceptable Use “Hosting Provider” maintains an Acceptable Use policy for all hosting services. Customer shall be responsible to adhering to this policy as it is continued and updated. Customer License During the period that “Hosting Provider” provides web hosting services pursuant to this Section 5, Customer hereby grants to “Hosting Provider” a nonexclusive, non-sublicenseable, royalty-free, worldwide license to reproduce, distribute, publicly perform, publicly display and digitally perform the Content Screaming Lunatic Design Agency • • 732.497.0391 and Work Product only on or in conjunction with the Website. Customer grants no rights other than explicitly granted herein, and “Hosting Provider” shall not exceed the scope of its license. General Covenants During the period that “Hosting Provider” provides Web hosting services pursuant to Section 4, Customer shall not distribute on the Website any Content that: (a) infringes on the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) is obscene, child pornographic or indecent; or (e) contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Laws Affecting Electronic Commerce From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that Customer is solely responsible for complying with such laws, taxes, and tariffs. TERM AND TERMINATION OF SERVICES Renewal of Services (Hosting, 3rd Party Plugins, etc) Upon the expiration of the then-current term, this Agreement will renew automatically for an additional one year term unless either party notifies the other party that it has elected to terminate the Agreement. Such notification must be in writing at least thirty (30) days prior to the end of the then-current term. Termination for Cause Except as otherwise provided for herein, either party may terminate this Agreement upon the material breach of the other party, if such breach remains uncured for 60 days following written notice to the breaching party. Termination During Initial Website Development In the event that Customer terminates the Agreement prior to initial acceptance of the Work Product pursuant to Acceptance, Customer shall have the option to retain any part of the Work Terms of Use PolicyProduct related to documentation, videos, images or other media completed for the project for which they have paid. Screaming Lunatic Design Agency shall return any Initial Content to Customer. Screaming Lunatic Design Agency will charge for actual hours performed but not yet billed hourly rate of $85. All licenses granted hereunder shall terminate. Termination During Website Hosting In the event of expiration or termination of this Agreement while “Hosting Provider” is providing Web hosting services, “Hosting Provider” shall, at the customer’s request, download all unique materials on the Website to a medium of Customer’s choosing and deliver such materials to Customer within 5 business days. In addition, upon written request by Customer and for an additional fee, “Hosting Provider” shall: (a) keep the Website publicly accessible for a period of 14 days following the date of termination of this Agreement; (b) if the transfer requires a change in the Domain Name, immediately upon the date that the Website is no longer publicly accessible, and for a period of no less than 12 months thereafter, maintain the Website’s URL and, at such URL, provide 1 page (including a hypertext link) that Customer may use to direct its users to its new Website or some other URL of Customer’s choosing; and (c) if the transfer does not require a change in the Domain Name, cooperate with Customer in assigning a new IP address to the Domain Name as Customer may request and transferring all operations of the Website to a new provider. Additionally, “Hosting Provider” shall transfer any licenses of any applicable third party Provider Tools to customer, as permitted by the third party’s license agreement. Termination During Search Engine Marketing (SEM) Services In the event of expiration or termination of this Agreement while Screaming Lunatic Design Agency is providing Search Engine Marketing services, Screaming Lunatic Design Agency shall relinquish control of any and all services related to web site metrics and visitor tracking. LIMITATIONS OF LIABILITY EXCEPT FOR BREACHES OF THIRD PARTY SOFTWARE, ACCEPTABLE USE, CUSTOMER LICENSE AND COMPLIANCE WITH LAWS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. Governing Law This Agreement will be governed and construed in accordance with the laws of the State of New Jersey without giving effect to principles of conflict of laws. Both parties agree to submit to jurisdiction in New Jersey and further agree that any cause of action arising under this Agreement may be brought in a court in Monmouth County, New Jersey. Screaming Lunatic Design Agency • • 732.497.0391 Further Assurances Screaming Lunatic Design Agency shall cooperate with Customer, both during and after the term of this Agreement, in the procurement and maintenance of Customer’s rights to intellectual property created hereunder and to execute, when requested, any other documents deemed necessary or appropriate by Customer to carry out the purpose of this Agreement. Compliance With Laws Screaming Lunatic Design Agency shall ensure that its Website design and its web hosting services will comply with all applicable international, national and local laws and regulations. Sever-ability Waiver If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. Headings Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement. Assignment and Subcontracting Screaming Lunatic Design Agency may assign its rights, delegate its duties, and/or subcontract its rights pursuant to this Agreement to any person or entity without Customer’s prior consent. Customer may assign, transfer, delegate or grant all or any part of its rights pursuant to this Agreement to any person or entity. The parties’ rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns. Independent Contractors The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. Personnel supplied by Screaming Lunatic Design Agency shall work exclusively for Screaming Lunatic Design Agency and shall not, for any purpose, be considered employees or agents of Customer. Screaming Lunatic Design Agency assumes full responsibility for the acts of such personnel while performing services hereunder and shall be solely responsible for their supervision, direction and control, compensation, benefits and taxes. Notice Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given: upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; if sent by email, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, 5 days after the date of mailing. Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. 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. Any amendments or modifications to this agreement must be in writing and signed by both parties in order to be valid. Your Consent By using our site or services, you consent to our Terms of Use policy. This policy and its updates shall be available on the Screaming Lunatic Design Agency website for your review. Screaming Lunatic Design Agency reserves the right to change the terms of this agreement. Privacy Statement We are committed to protecting your privacy. Authorized employees within the company on a need to know basis only use any information collected from individual customers. We constantly review our systems and data to ensure the best possible service to our customers.