Terms Of Service

Authorization

The client is engaging Madrock Corporation as an independent contractor for the specific purpose of deploying and configuring a Madrock Corporation World Wide Web site to be installed for the leasing client on the developers servers.

Hereafter, the client will be known as the "Client" Madrock Corporation will be known as the "Developer."

The developer will also act as the ISP and provide all the web hosting.

Domain Registration

The Developer will secure a domain name (http://www.clientdomainname.com) for the Client at the Client’s request. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement.

If the Client already has a domain name, the Developer will coordinate redirecting the address to the proper new host. Should the Client desire a specific domain name which is already owned by another party and negotiations for said domain name must be undertaken by the Developer, additional charges may apply. The Client will be contacted in advance before any negotiations of this nature are undertaken or charges are incurred.

Base Package

This agreement contemplates standard branding web pages with layout and proprietary code included in the website templates provided by the developer. The website package will be a specific template already developed by the developer. This package will include proprietary programming code written on a specific internet programming platform. The developer will have all rights to the entire website and it's contents. The website shall be leased out to the client on a month to month basis only while residing at the Madrock Corporation hosting servers. The website packages shall not be provided to anyone else for hosting nor shall anyone else have access to the website.

Customization

All customization will be billed to the client at a rate of $45.00 per hour. Customization is defined as anything that is changed on the Madrock Corporation website template other than pictures, text, background images, and font sizes. Anything else will be classified as customization. All custom projects will have a turnaround time of no less than seven days. Also, we do not do graphic design so if there is a special type image you would like us to upload to the website you will have to have yourself or a graphic designer create and send us the data file.

Training

The Developer will provide email and telephone assistance to the Client’s designated representatives regarding management of the Client’s web site and features. Off site training is offered to the customer one time when the customer decides to go live with their website. Off site training is no longer than 30 minutes. Anymore on site training will be billed to the client at a rate of $45.00 per month.

Text

Final text should be supplied by the Client. Web pages of more than 1,000 words of text may be subject to additional fees for increased formatting time.

Cross Browser Compatibility

Our agreement contemplates the creation of a web site viewable on the latest versions of Netscape Navigator, Microsoft Internet Explorer, Google Chrome, and Mozilla. Compatibility is defined herein as all critical elements of each page being viewable in all browsers. Client is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions of Internet Explorer and Netscape are developed, the new browser versions may not be backward compatible. In the absence of a Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement.

Graphic Creation

We do not offer any graphic creation other than the flash introduction and client logo. All other graphics shall be supplied by the client or their graphic designer. Madrock Corporation can create graphic images for a custom rate of $45.00 per hour.

Photography

For Client’s residing in the San Diego area, the Developer will at the request of the Client, visit the Client’s place of business and capture professional photography for the Client’s web site. The cost for this photo shoot of no more than 12 pictures will be $49.99. There is also a photo shoot package we offer for $99.99 that includes up to 20 photos. There shall be a charge of $5.00 each for additional pictures. These photo packages are not included in the website and are of extra charge.

Scanning

This agreement contemplates scanning up to 5 images for the Client. If more than 5 images need to be scanned, the charge for each will be $5.00 after the 5-image allowance has been reached.

Payment Terms / Work Flow

A minimum deposit of the setup fee is required to commence work. All custom website work will be billed to the Client at an hourly rate of 45.00.

Once the deposit is received by the Developer Madrock Corporation website template will be put online for the Client’s viewing. Alternatively, Developer may show Client the designs in person via lap top computer or Ipad. Once the acceptance is received from the Client, the work necessary to complete the project will begin.

Upon completion of the web site, an email or letter and invoice will be sent to the Client advising the Client that the work has been completed. Final payment of the monthly hosting plus any additional charges incurred will be due within seven (7) business days after delivery of this email or letter and invoice. If payment is not made within seven (7) days of notification, simple interest will accrue on the balance owed at a rate of 18% from the date the payment was due.

Developer reserves the right to remove all web content from the Internet if payment is not made within thirty (30) days after delivery of the completion notification. If a payment delay is anticipated, please contact the Developer to discuss potential problems in advance.

Maintenance Agreements

Maintenance Agreements are negotiated on a Client by Client basis as each Client will have differing needs. Developer offers a maintenance agreement in which the customer pays on an ‘as needed’ hourly basis of $45.00.

Third Party or Client Page Modification

This agreement allows only the developer to have access to the website and all of it's components. All change requests shall be made by the client. If a third party developer or consultant is working for the client and would like to make changes to the website the changes must be made only through the developer. Madrock Corporation does not allow any third party to access it's servers anytime due to proprietary software created by Madrock Corporation.

Search Engine Registration

The Developer will optimize the Client’s web site with appropriate titles, keywords, descriptions and text for search engines.

Additional Expenses

Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples would be:

• Purchase of specific fonts at the Client’s request
• Purchase of specific photography at the Client’s request
• Purchase of specific software at the Client’s request

Copyrights and Trademarks

All copyrights and trademarks of the Madrock Corporation proprietary website shall be owned exclusively by the developer. Any data provided by the client will be property of the client (pictures, fonts, videos). The developer will have all rights to the entire website and it's contents. The website shall be leased out to the client on a month to month basis only while residing at the Madrock Corporation hosting servers. The website packages shall not be provided to anyone else for hosting.

Limited Liability

Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming advocacy of an illegal activity, and any infringement policy.

Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material or use of those materials.

It is also understood that the Developer will not publish information over the Internet which may be used by another party to harm another. The Developer will also not develop a pornography or otherwise unethical web site for the Client. The Developer reserves the right to determine what is and is not unethical content.

Indemnification

Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the Developer’s development of the Client’s web site. This includes Liabilities asserted against the Developer, its subcontractors, its agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employees or assigns.

Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s web site. This includes infringing upon on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.

Ownership to Web Pages and Graphics

The developer will have all rights to the entire website and it's contents. The website shall be leased out to the client on a month to month basis only while residing at the Madrock Corporation hosting servers. The website packages shall not be provided to anyone else for hosting.

Design Credit

Client agrees that the Developer may put a byline on the bottom of their web site for establishing design and development credit. Client also agrees that the web site created for the Client may be included in the Developer’s link. Madrock Corporation reserves the right to put their link on all websites for copyright purposes.

Nondisclosure

The Developer, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any confidential information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Developer to another party.

Completion Date

The Developer and the Client must work together to complete the web site in a timely manner for both parties to remain profitable. A standard website should take no longer than 3 days to create, install, and deploy. A custom website can be created, developed, and deployed in roughly 7-10 days.

Cancellation/Refund

Madrock Corporation operates on a month to month basis so cancelation is very easy and convenient for the client. Cancellation of the project must be written or emailed to Madrock Corporation immediately. In the event that work is postponed or cancelled at the request of the Client by certified letter or email. There are absolutely no refunds of any kind and all proceeds made to Madrock Corp D.B.A. Madrock Corporation shall be non refundable. In the event this amount is not sufficient to cover the Developer for time (45.00 per hour) and expenses already invested in the project additional payment will be due. If additional payment is due, this will be billed to the Client within 10 days of notification via certified letter to stop work. Final payment will be expected.

Entire Understanding

This contract and the Appendices attached thereto constitute the sole agreement between the Developer and the Client regarding this project. It becomes effective only when the customer pays for the website services. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Developer.