VivaNet’s Terms of Service
These “Terms of Service” are entered into by and between VivaNet Corp., who shall be referred to as COMPANY for the rest of these “Terms of Service”; with its principal location at 1243 Calle La Mirada, Santa Fe, NM 87507; and the CLIENT. The CLIENT is defined as any individual or company who has paid for either the “Entry-Level Website Service” subscription or the “Premium Website Service” subscription through this website VivaNetCorp.com. The CLIENT agreed to these “Terms of Service” at the time of check out when they paid to start the subscription using their credit card.
These “Terms of Service” are for the purposes of defining the roles and responsibilities of CLIENT and COMPANY for either of the 2 subscription service options listed in the paragraph aboce, the subscription services will be labeled as one “Monthly Website Service”, which shall be referred to as MWS for the rest of these “Terms of Service”. Throughout these “Terms of Service” the individual subscription services may be broken out in order to identify the differences between the two. When that happens, the identification will be clearly labeled as either “Entry-Level Website Service” or “Premium Website Service”.
A. FEES AND SERVICE FULLFILMENT
This section lists fees that are to be charged to CLIENT for the delivery of MWS (which is defined as “INCLUDED SUBSCRIPTION SERVICES” in SECTION B) by COMPANY and billing options CLIENT may choose in order to pay those fees.
Any fees for “Additional Work Rendered” (which is defined below under the section titled “Additional Work Renederd: outside of “Included Subscription Services”) or monthly fees inside of the 6 month minimum term for the Monthly Billing option (which is defined below in Billing Option 1) which are not paid within 30 days of the date due will bear a monthly finance charge equal to the lesser of 1% of the outstanding balance or the maximum amount allowed by law. In addition, CLIENT shall be liable for all fees incurred by COMPANY due to payment processing fees resulting from bounced checks, insufficient funds/bank overdraft fees and/or chargebacks.
All fees are to be paid by CLIENT using the payment method of a credit or debit card. A representative of the billing department of COMPANY may contact CLIENT in order to accept payment of fees or to update the CLIENT’s card information if needed.
Billing Option 1. Monthly Subscription Cost
1. Entry-Level Website Service Monthly Fee = $99 per month
2. Premium Website Service Monthly Fee = $199 per month
CLIENT agrees to make monthly recurring payments to COMPANY equal to the “Monthly Subscription Cost” stated above in “Billing Option 1” for their chosen subscription option for a minimum of 6 monthly payments. After the minimum term of 6 monthly payments, CLIENT will continue making monthly recurring payments until they choose to “TERMINATE SERVICE” (which is defined below in SECTION C). If CLIENT chooses to “TERMINATE SERVICE” before the “minimum of 6 monthly payments” has been made, they will be charged an early termination fee of $200 if they have chosen the “Entry-Level Website Service” or $400 if they have chosen the “Premium Website Service”.
Billing Option 2. Annual Subscription Cost
1. Entry-Level Website Service Annual Fee = $1,009.80
2. Premium Website Service Annual Fee = $1,671.60
CLIENT agrees to make yearly recurring payments to COMPANY equal to the “Annual Subscription Cost” for “Billing Option 2” for their chosen subscription option stated above. There is no required term for this “Billing Option”. CLIENT will continue making yearly recurring payments until they choose to “TERMINATE SERVICE” (which is defined below in SECTION C).
Additional Work Rendered: outside of “INCLUDED SUBSCRIPTION SERVICES”.
As stated in the “INCLUDED SUBSCRIPTION SERVICES” (which is defined below in section B) CLIENT may request website updates or edits from COMPANY as long as the time that is required for COMPANY to complete those website updates or edits does not exceed 45 minutes per month for the “Entry-Level Website Service” or 90 minutes per month for the “Premium Website Service” . If the client wishes, they may choose to request website updates or edits after the maximum amount defined above in that month, at this time CLIENT will be given the option to pay COMPANY $75 per hour for the time required to complete additional website updates or edits they have requested. All work, which includes phone calls, emails, web design, consultation, etc. is billed at this hourly rate. Charges for additional work will automatically be charged to the CLIENT using the CLIENT’s payment method on file. Fees for this additional work are charged at the end of each week that work has been performed. Authorization for the charges happen when the customer accepts either over phone or through email the additional work as a result of exhausting that month’s free website updates or edits. COMPANY does not make any guarantee of its ability to perform all services requested by CLIENT as some services may be outside the scope of the capabilities of COMPANY such as custom programing, photography, video production, copywriting, etc.
Production and Fulfillment
CLIENT agrees to timely respond to COMPANY questions and requests. Any delays in CLIENT responses or delivery of CLIENT materials may adversely affect the timing of delivery and quality of MWS. Materials presented to CLIENT for review shall be deemed accepted by CLIENT unless COMPANY receives CLIENT’s comments (if any) within 3 business days. In the event CLIENT repeatedly fails to respond to COMPANY during the production and fulfillment process, COMPANY shall have the right to terminate these “Terms of Service” and cancel the CLIENT’S subscript with no further obligation to CLIENT, and CLIENT shall have no right or claim for a refund of any Fees.
B. INCLUDED SUBSCRIPTION SERVICES
This section describes the products or services CLIENT shall receive as a result of using MWS and making their first fee payment.
Delivery of MWS
The delivery and fulfillment of MWS starts after the client has made their first fee payment. COMPANY will create a website for CLIENT using content provided by CLIENT. This website will be hosted and managed by COMPANY. CLIENT will have access to limited admin functions of the website. CLIENT will not have access to website code or the hosting environment through FTP or any other connection method. The website will be built for the CLIENT in hopes of meeting the expectations of the CLIENT for the look and feel as well as the functionality of the website. As a result of the costs incurred and time spent to produce MWS for CLIENT regardless of the satisfaction level of CLIENT the following sentence applies. If COMPANY fails to meet the expectations of CLIENT for the look and feel of the website, these “Terms of Service” are still active and CLIENT agrees to continue making fee payments without refund if required to do so by these “Terms of Service”. CLIENT acknowledges that COMPANY has created business systems and processes in order to meet the expectation of CLIENT and that it is the genuine intention but not guarantee of COMPANY to produce a website for CLIENT which satisfies their expectations.
It is the sole responsibility of CLIENT to provide COMPANY with all content (eg: text copy, photos, videos, etc.) for the use of creating MWS. Delivery of all content made by CLIENT will be sent through email.
Products or Services that are provided in delivery of MWS:
The following list is a list of products or services that are to be provided by COMPANY to CLIENT.
- Complete and functioning website with admin functionality: The website will be built for CLIENT and CLIENT will have limited access to the admin functions of the website in order to make edits to their website if they choose to do so. COMPANY will choose all software products or technologies to use in the delivery of MWS.
- Website Vision Form: CLIENT is required to complete an online form which assists COMPANY in understanding the visions and goals CLIENT has for the website. The purpose of this form is also to acquire content from CLIENT.
- Up to 6 or 10 Pages: COMPANY will add up to 6 pages (if CLIENT chooses “Entry-Level Website Service”) or 10 pages (if CLIENT chooses “Premium Website Service”) to CLIENT’s website in the initial build of the CLIENT’s website which may include but are not limited to pages such as the following.
- About Us
- Contact Us
- Free monthly website updates or edits: COMPANY will make edits (which have been requested by CLIENT) to the CLIENT’s website that do not require COMPANY to spend more than 45 minutes per month (if CLIENT chooses “Entry-Level Website Service”) or 90 minutes per month (if CLIENT chooses “Premium Website Service”). Each month is a new start of the Free Monthly Website Edits maximum and if the request from a previous month has required more than the available time to complete (and the CLIENT did not choose to exercise “Additional work Rendered”) it is the responsibility of CLIENT to make a new request the following month for COMPANY to complete the remaining website updates or edits.
- Website Redesigns: COMPANY will redesign the CLIENT’s website to adhere to new trends and technologies that have become available. COMPANY will choose what new design trends or technologies to implement into MWS. COMPANY will send an email to CLIENT on a bi-yearly basis (if CLIENT chooses “Entry-Level Website Service”) or a yearly basis (if CLIENT chooses “Premium Website Service”) notifying CLIENT their Redesign is coming up. CLIENT will have 1 week to use a system defined by COMPANY to convey any changes CLIENT would like to have made at that time. The redesign does not include “rounds of revisions” so it is important that CLIENT communicate clearly and fully the changes they would like made.
- 2 Design Revisions: Upon the completion of the initial production of the CLIENT’s website, CLIENT will have 2 opportunities to make comments to redirect the look and feel of the website if they so choose. These opportunities are known as “rounds of revisions”.
- Mobile Friendly: The website built for CLIENT will reorganize itself when opened on a mobile device such as an iPhone, Android Phone, or Tablet.
- Search Engine Friendly: The website built for CLIENT will be built using standard practices chosen by COMPANY to assist in adhering to common search engine requirements. This is done to help boost the search result ranking of the CLIENT’s website.
- On-site Search Engine Optimization: COMPANY will perform on-site search engine optimization to the CLIENT’s website. The processes used to perform this service will be at the discretion of COMPANY and may change at any time.
- Web Hosting Included: Hosting for the website will be provided by COMPANY. COMPANY does not make any guarantee to the availability or uptime of the website, although it is the goal of COMPANY to keep hosting uptime at no less than 99.9%. If the website goes down as a result of hosting failure, COMPANY is not responsible for any damages or lost earnings which were caused by the outage.
- Available Add-ons: CLIENT may select any of the following add-ons to be added to their website at no additional charge. COMPANY may or may not perform all configurations of these add-ons on behalf of CLIENT. Some add-ons require extensive configuration that the CLIENT will need to do on their own. COMPANY does not make any promise which defines the functionality or look and feel of these available add-ons.
- eCommerce Store *Premium Website Service Only
- Blog with Comment functionality
- Lead Capture Forms
- Appointment Scheduling *Premium Website Service Only
- Event Calendar
- Newsletter Signup
- Image Gallery
- Social Sharing Buttons
- Click-to-Call for Mobile *Premium Website Service Only
- Video & Audio Players
- Real Estate Listings *Premium Website Service Only
- Web Traffic Analytics *Premium Website Service Only
- Google Analytics Integration *Premium Website Service Only
- Interactive Google Map *Premium Website Service Only
Products or Services that are not provided:
The following includes but is not limited to a list of products or services that are not to be provided by COMPANY to CLIENT. There are additional web-related services which may have been added to this list, although this list acts as a reference to assist in creating an accurate expectation for CLIENT of the products, services or experience of MWS provided by COMPANY.
- Payment Processing (Also known as Merchant Services or Payment Gateways)
- Email Hosting
- Cloud Storage
- Offsite SEO
Examples Include: Consulting, Email, Facebook, Google Adwords, Radio, etc.
- Photography or Video production
- Custom graphic creation which includes logos
- Digital Online Strategy
- Domain Name Registration
- Content Creation such as copywriting, photography or videography
- Add-on design or functionality modification
C. TERMINATE SERVICE
CLIENT will request to terminate the services defined in these “Terms of Service” by sending an email to email@example.com expressing that they would like to end their services with COMPANY. If CLIENT is not bound to the “6 month minimum term” defined in “Billing Option 1” in SECTION A, COMPANY will communicate with CLIENT letting them know that their services have been terminated, if CLIENT is bound to the “6 month minimum term” client will be required to pay an early-termination fee of $200 (if CLIENT chooses “Entry-Level Website Service”) or $400 (if CLIENT chooses “Premium Website Service”). CLIENT will be given at least 30 days from the date the termination email was sent from the CLIENT to gather all of the content they have supplied to COMPANY for the creation of MWS from the website admin. After 30 days, CLIENT will no longer have access to the products or services of MWS. CLIENT may choose to keep their website, if they choose to keep their website, they will be required to pay a fee of $200 and COMPANY will deliver the website files to CLIENT also setup the website in a host environment of the CLIENT’s choosing. COMPANY will not pay for CLIENT’s new host environment and does not guarantee successful installation of the website into CLIENT’s new host environment, although most host environments work just fine.
COMPANY agrees to defend, indemnify and hold CLIENT and its directors, officers, employees and agents harmless from and against all claims, defense costs (including reasonable outside attorneys’ fees), judgments and other expenses arising out of any breach of these “Terms of Service” by COMPANY, including but not limited to breaches of the representations made herein by COMPANY, and any claim that MWS violates the copyright or any other intellectual property right of any person (except to the extent that such claim relates to CLIENT Materials or a breach of any representation or warranty by CLIENT). CLIENT agrees to defend, indemnify and hold COMPANY and its directors, officers, employees and agents harmless from and against all claims, defense costs (including reasonable attorneys’ fees), judgments and other expenses arising out of (a) any breach by CLIENT of the “Terms of Service”, (b) the use, display, public performance reproduction, distribution of MWS by CLIENT or CLIENT’s assigns, licensees or any party to whom CLIENT delivers the Licensed Product and any modifications to MWS made by CLIENT.
E. SYSTEM SECURITY AND UPDATES
CLIENT acknowledges and understands that the security of the information or systems used within MWS are not guaranteed. In order to keep the systems used by COMPANY as secure as reasonably possible, COMPANY may choose to make edits or changes to the systems, content, or information used for the fulfillment of MWS at any time and without notice to CLIENT.
F. LICENSED RIGHTS; AFTERCARE.
Provided that CLIENT has paid all Fees and subject to, and for so long as, CLIENT makes timely payments of all other applicable Fees, COMPANY grants CLIENT the non-exclusive worldwide right to exploit MWS throughout the world. Upon termination of the service and/or CLIENT’s failure to make timely payments under thes “Terms of Service”, the CLIENT’s License shall terminate. For the sake of clarity, CLIENT shall have no right to the source code of the Licensed Products (including but not limited to the Website). CLIENT acknowledges and agrees, as between CLIENT and COMPANY, that except for content provided to COMPANY by CLIENT, all copyrights and other intellectual property elements and rights contained in or displayed in MWS, including without limitation design elements, templates, images, scripts, story lines, sound tracks, tag lines, and “look and feel,” object code, source code, and mobile application functionality, music or video, video footage, still photos, still photography elements created or owned by COMPANY (e.g. COMPANY stock footage or photography), or under license and included in the MWS, search engines, Java applets, toolbars and ActiveX controls are owned exclusively by COMPANY. The incorporation of any CLIENT Materials into MWS in no way will affect COMPANY’s continued and separate copyright ownership of MWS, and COMPANY’s ownership will not merge with CLIENT’s ownership of the Client Materials nor deprive COMPANY of its copyright ownership. COMPANY retains its rights to such MWS for use by COMPNAY in any way COMPANY determines. CLIENT shall not have the right to use MWS except as incorporated as part of the MWS as a whole (for example, CLIENT shall not have any separate right to use any components or source code except in connection with the MWS). CLIENT agrees not to reverse engineer any source code or other element of MWS or otherwise use or allow others to use MWS in any manner other than as specifically permitted herein. CLIENT hereby agrees that COMPANY may use the MWS, including but not limited to any materials or content provided by CLIENT, for COMPANY’S marketing and promotional purposes. CLIENT further acknowledges and agrees that COMPANY shall have the right to include its logo and other attribution information on CLIENT’S Website, Video and other Licensed Products as determined by COMPANY in its sole discretion.
G. Governing Law and Dispute Resolution.
The formation, construction, performance and enforcement of these “Terms of Service” shall be in accordance with the laws of the United States and the state of New Mexico without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of these “Terms of Service”, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of New Mexico. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.