Terms and

Conditions

Contract agreement between you, as the client, and Cobalt Graphics.

1. Client Authorization
The Client, ____________________________ (herein referred to as the “Client”), authorizes Cobalt Graphics (herein referred to as the “The Company”) to create or recreate the client website. The Client authorizes The Company to access Client’s web host server to upload and download files as needed from the Client directory for the purposes of creating a website. The Client authorizes use of Client’s logo and all brand identification in the creation of the website. The Client also authorizes The Company to submit Client’s site to search engines and to any other directories requested by the Client for marketing purposes. If necessary, the Client authorizes The Company to purchase a domain, stock photography, and any other services or materials required for the express purpose of the creation of the Client’s website.

2. Website Platform
All websites built by The Company utilize the open source WordPress CMS (Content Management System) platform by Automattic. We rely on regular WordPress updates for continued stability and security of the platform.

3. Website Functionality
Specific functionality of the sites we build varies based on project requirements and business needs. Each website includes these core plugins for added functionality :
– Divi Theme by Elegant Themes or
– Extra Theme by Elegant Themes
– Divi Builder
– Divi Booster
– Divi Switch
– Divi Training
– Bloom
– Monarch
– YoastSEO
– WP Smush
– WP Fastest Cache
– Updraft Plus – Backup/Restore
– Google Analytics Dashboard

4. Website Design
We customize the Divi theme to be unique as possible using your logo and color palette. If a design mock-up has been provided, we will give our best effort to replicate it. If no colors are provided, we will make a selection of colors based on your logo or other collateral. If no logo is provided, we offer logo design services to help you create a professional logo.

5. Communication
Project specific communication will be handled through the “My Projects” section of the client’s account page at http://cobalt.graphics. There, you will have a high overview of project status and access to available downloads and the option to upload additional files as needed for the project. This is in effort to keep everything in one place and avoid being lost in email inboxes.

6. Project Completion
Websites are often completed within 45-90 days. Time to completion is highly dependent upon the delivery of text, images, graphics, and other content from The Client.

When everything is good to go, The Company will submit the final website to Client for approval in writing. Upon approval, The Company will move your website and become available at your URL.

If major changes are required after we go live and final approval is given, the time required to make changes to website will be submitted as a separate invoice at the rate of $50/hour.

7. Project Delays
The Company agrees to have Client’s website completed in a timely manner after the official work start date. Project completion can be reached only if the Client has provided all necessary graphics, text content, and logins to The Company by the start date. The Company shall not be held responsible for delays to site development arising out of Client’s delays in providing graphics, text, and logins to The Company.
If website is not completed with 120 days due to lack of Client assistance, The Company may
a) Extend the project deadline or
b) Close the project and bill Client for work completed at $75 per hour, or
c) The Company will create a website using all content that has been provided, and send a final bill for work completed to meet the project deadline.

8. Transfer of Ownership
Until payment is received in full, The Company owns the website design and any files created for the website. Once The Company has received payment in full, the website ownership is transferred to the Client.

9. Rates/Fees
Rates for website services are $50 per hour. Before The Company will begin work on the website, Client must sign and return this contract with the initial payment of half of the total estimate quoted below. A final bill will be sent to the Client upon completion of the project. Any exception to the payment structure above will be an attached addendum outlining the agreed upon payment schedule.

Final fees and expenses shall be shown when invoice is rendered. The Client’s approval shall be obtained in writing for any increases in fees or expenses that exceed the original estimate by 10% or more.

The Company will not proceed with any work that would exceed the original estimated total until receiving written approval from Client for the new estimated total.

The Company will bill client monthly for work performed only at the request of the Client on an hourly basis at the rate of $50 per hour. Any deposits paid by Client will be credited against The Company’s fee for each monthly billing cycle. After all credits have been applied for Client’s deposit(s), payment for work done through the time of invoicing is due upon receipt of invoice.

10. Default in Payment
The Company is willing to work out a payment schedule if The Client is unable to make final payment.

11. Cancellation of Work
In the event of cancellation of this assignment, ownership of all copyrights and any original artwork shall be retained by the designer.

By Client: Client may cancel work on the website at any time by submitting notice to The Company via certified mail. The Company will halt work upon receipt of certified letter from Client requesting cancellation. At that time, Client will be responsible for paying for all work completed prior to The Company’s receipt of cancellation request. Work completed shall be billed at an hourly rate of $75 per hour. If, at the time of request for refund, work has been completed beyond the amount of work paid for by the initial payment, the Client shall pay for work completed.

By The Company: The Company reserves the right to refuse service and cancel a website project if necessary, in which case, the balance of the initial payment will be returned to Client after all applicable fees have been deducted for work completed. The Company may cancel project for any reason he deems necessary, including but not limited to Client not providing necessary information, text and graphics in a timely fashion to The Company.

12. Copyright.
The Client represents that all website content including logos, trademarks, photos, illustrations, audio, video, and written content provided to The Company are owned by the Client, or the Client has received explicit permission for use, and do not violate United States copyright law.
Client has also received permission from all individuals photographed to be shown on the web. Each person in photos going online understands that their face will be seen on the Internet. Any names and contact information placed on the website also have been provided with consent from each individual.
Client agrees to indemnify and hold The Company harmless against all claims, including but not limited to claims of copyright or trademark infringement, violations of the rights of privacy or publicity or defamation, arising out of use of the work.

13. Ownership of Copyright
The Company acknowledges and agrees that the Client retains all rights to copyright in the subject material.

All content created by The Company and/or her subcontractors for the Client are the property of the Client. Client hereby grants to The Company the right to use the work for demonstration of past work performed via portfolio or advertising.

14. Internet Access
Access to the internet will be provided by a separate Internet Service Provider (ISP) to be contracted by the Client and who will not be a party to this agreement. The Company cannot be held responsible for the speed and/or reliability of The Client’s ISP.

15. Other Electronic Commerce Business Relationships & Laws
The Client understands that the web host, credit card processing services and any other businesses not owned by The Company are not parties to this contract and are separate business entities from The Company. The Client understands that The Company has no control over functionality or availability of website due to the actions or inaction of the web host server, credit card processing, online banking and any other business services the Client uses to transact business over the Internet outside of The Company. The Company makes no representations, warranties or guarantees for any recommendations of other Internet business partners.

The Client agrees that the Client is solely responsible for compliance with federal and/or state laws regarding any electronic commerce conducted through their website and will hold harmless The Company and her subcontractors from any claim, causes of action, penalty, tax, and/or tariff arising from the Client’s use of electronic commerce.

16. The Company’s Guarantee for Program Use
The Company guarantees to notify the Client of any licensing and/or permissions required for art-generating/driving programs to be used.

17. Testing and Acceptance Procedures
The Company will make every good-faith effort to test all elements of the web site thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the web site, the Client shall either accept the web site and make the final payment set forth herein or provide The Company with written notice of any corrections to be made and a suggested date for completion, which should be mutually acceptable to both The Company and the Client.

18. Sole Agreement and Amendment
This contract constitutes the sole agreement between The Company and the Client and hereby voids any prior agreements, written or verbal. This agreement may be amended, in writing, by both parties at any time.

19. No Guarantees
The Company makes no representations or guarantee as to the amount of traffic to the Client’s site or interest generated in the Client’s site. The Company makes no representations and does not guarantee an increase in Client sales, nor does The Company promise top listing in any search engine or directory. The Company will use it’s best efforts to perform under the contract, and makes no representation or guarantee that the site will be accessible by all browser and operating systems.

20. Confidentiality
The Company understands that she will be working with confidential Client information and will only release this information to parties directly involved in website creation. Client authorizes designer to release information to third parties requiring access for site creation. This includes, but is not limited to, website and email address user-IDs and passwords, trade information, and banking information should the Client request online shopping. Upon website completion, Client will change any banking passwords The Company has had access to. If Client chooses not to retain Dustin Olsen for website maintenance, Client will change FTP, email, and any other passwords The Company has had access to. Client will hold The Company harmless should breach of security occur if Client has not changed business passwords.

21. Security
The Company will make reasonable attempts to protect the integrity of the Client website. This includes patching any third party software, such as Content Management Systems, used on the Client’s site. However, as this software is not created by The Company, the designer can not be held responsible for security flaws by the software creators. As no software or server is 100% safe from security breach, the Client understands that the designer can not be held accountable for all security breaches should they occur. Further, The Company is not held accountable for patching any software that has been installed to the site without The Company’s knowledge.

The Client will also provide an emergency contact and phone number should there be an emergency requiring input from the Client.

22. Accessibility, Usability, Cross-Platform Issues
The designer will do their best to make sites as accessible, usable, and cross-platform as possible. Client understands that some site features will cause a website to not meet these standards 100%. The Client understands that no website will look and function identically all browsers and operating systems and that any attempt to do so is futile.
Client will be informed if features requested by the Client will negatively impact website accessibility, usability, and cross-platform use. Client agrees to indemnify and hold The Company harmless against all claims with regard to these matters.

23. Continuing Website Maintenance and Promotion
No agreement for continuing website maintenance and promotion is contained in this contract. No website maintenance or promotion will be performed by designer unless all parties reach an agreement to do so and all parties sign a website maintenance or website promotion agreement.

24. Unauthorized Use and Program License
The Client will indemnify The Company against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of graphics programs that require such payments.

25. General Matters
This Agreement shall be governed by the laws of the state of Utah and shall be construed in accordance therewith. No provision of this Agreement may be waived, except by an agreement in writing by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other provision.
This Agreement shall be binding upon the parties, their successors, and assigns.
This Agreement may be amended, altered, or revoked at any time, in whole or in part, by the written agreement of the parties hereto.

Throughout this Agreement, the singular shall include the plural, the plural shall include the singular, and the masculine and neuter shall include the feminine, wherever the context so requires.

The headings of Paragraphs are included solely for convenience of reference.

If any conflict between the headings and the text of this Agreement exists, the text will control.

If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect any other provision of this Agreement. On the contrary, such remaining provisions shall be fully severable, and this Agreement shall be construed and enforced as if such invalid provision had never been inserted in this Agreement.

Any notice required to be in writing under this Agreement shall either be sent by certified mail, return receipt requested, or by personal delivery, or by fax, or by email and shall be considered as received from the party delivering such notice as of the date of the signing of the return receipt in the case of certified mail or upon the date of the signing of a receipt upon delivery in the case of personal delivery.

The undersigned agrees to these terms on behalf of his or her organization or business. The undersigned represents that he/she is fully authorized to sign this agreement on behalf of the organization or business represented, and that the business entity represented is bound by this agreement.

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