Service Agreement and Terms

Acceptance - Your initial payment and/or digital signature signifies your understanding and acceptance of this proposal and its terms.

Limitation of Liability - DEVELOPERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, THE BREACH THEREOF, THE USE OR INABILITY TO USE THE SERVICES, DELIVERABLES AND/OR RELATED MATERIALS, THE RESULTS GENERATED FROM THE USE OF THE SERVICES, DELIVERABLES AND/OR RELATED MATERIALS, ANY TRANSACTIONS RESULTING FROM THIS AGREEMENT, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS HOWEVER CHARACTERIZED AND/OR FROM ANY OTHER CAUSE WHATSOEVER.

Disclaimer of Warranty - ALL SERVICES PERFORMED HEREUNDER AND ALL DELIVERABLES SUPPLIED HEREUNDER ARE "AS IS" WITHOUT ANY WARRANTY OF ANY KIND FROM DEVELOPERS. DEVELOPERS SPECIFICALLY PROVIDE NO WARRANTY WHATSOEVER THAT THE SERVICES, DELIVERABLES AND RELATED MATERIALS WILL BE BUG OR ERROR FREE OR THAT THE SERVICES, DELIVERABLES AND/OR RELATED MATERIALS WILL BE SUITABLE FOR PARTNER'S PURPOSES. DEVELOPERS EXPRESSLY DISCLAIM ALL WARRANTIES REGARDING THE SERVICES, DELIVERABLES AND RELATED MATERIALS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR BASED ON COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE.

System Ownership - Developers retain the rights and ownership to all know-how, software code, the entire Content Management System (database, structure, and files), website pages, designs, design files, customized templates, graphics, css, .htaccess files, tools, algorithms, libraries, routines, assemblers, compilers and other authoring tools necessary to create the deliverables supplied pursuant to this Agreement, as well as any development tools created by Developers or pre-existing development tools created and owned by Developers and used in the development of the deliverables supplied pursuant to this Agreement, including all comments, in text and machine readable form, and original source code and source data files created for deliverables supplied pursuant to this Agreement by Developers and pre-existing source code and source data files created and owned by Developers, including the build scripts and/or batch files to generate the object code of the deliverables supplied pursuant to this Agreement.

Confidentiality - Partner shall keep the Services confidential and shall not release any information, including, but not limited to log in access, to third-parties without the express approval of Developers.

Interpretation - This Agreement shall be interpreted and enforced according to the substantive laws of the State of Oklahoma without application of its conflicts or choice of law rules.

Entire Agreement - This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior oral or written agreements or understandings. This Agreement can only be amended by a writing signed by both parties.

Deliverables - Developers will be retaining the source code for the entire Services provided and providing the Partner with the output formats only. The output is to be used only within the scope of the project as outlined in this agreement and does not include the following: Multiplying the site across other domains or servers, creating new websites based on the code, selling the code, or the relinquishment of copyright by Developers in any way. Partner shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Developers for use in the Services rendered by Developers.

Compensation - For all of Developers’ Services under this Agreement, Partner shall compensate Developers pursuant to the terms of this agreement. In the event Partner fails to make any of the payments referenced in this agreement by the deadline set forth by Developers, Developers have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove content from servers utilized by Developers, (3) bring legal action. Developers have the right to remove the web site until payment in full is paid, plus accrued late charges of 1.5% per month.

Indemnification - Partner warrants that everything it gives Developers for use in Developers providing the Services is legally owned or licensed to Partner. Partner agrees to indemnify and hold Developers harmless from any and all claims of any kind brought by any third party relating in any way to the Services, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Partner’s products/services, material supplied by Partner, copyright infringement, and defective products sold through use of the Services or any other type of claim. Further, Partner agrees to indemnify and hold Developers harmless from claims and demands of any kind related to problems/disruptions caused by Developer’s services or 3rd party services that Developers/Partner may use such as partner services, CMS’s, merchant accounts, email newsletters, e-commerce, shopping carts, shipping, hosting services, real time credit card processing, domain registration, online event registration, online donations, and other services that relate to the ownership and operation of the Services or multimedia project.

Identification of Developers - Partner agrees that the Developers’ identification may be annotated within the code and on the web site as the authors. Partner also grants Developers the right to place “Powered by Church Plant Media” or similar graphic and/or hyperlink in each page footer. Partner also agrees to put Developers’ copyright notices on the Web site and the relevant content therein. 

Transfer of Rights - In the event Developers are unable to continue the support of the web site, non-exclusive rights to the web site content will be granted to Partner. Content includes page text, graphics, and other content submitted into Developer’s System by Partner. Content does not include Developer’s Content Management System (database, structure, files).

Validity - If any provision of this Agreement is judicially determined to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect.

Attorneys' Fees - In the event a dispute arises regarding this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, in addition to other relief to which it is entitled.

Terms

Terms defined in this document and the Project Agreement are subject to change at any time.

If Partner or an agent other than Developer attempts to update the web site and damage is done to the code, graphics, or underlying structure, time to repair will be assessed and billed on a per-project basis or hourly basis.

Additional Services - Any revisions, additions or redesign Partner wishes Developers to perform which is not specified in this document shall be considered "additional" and will be billed on a per-project basis or hourly basis.

Pricing for all services, packages, system fees, hosting, ala-carte services, per project estimates, hourly rates, retainers, and future maintenance is subject to review and/or change at any time.

Online donations, partner services, hosting, Constant Contact e-mail newsletter, and other third party services may require separate agreements, since these services can be provided by third parties.

Rev. 051310