Professional Services Agreement

PROFESSIONAL WEB SERVICES AGREEMENT

Last Revised: January 10, 2023

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

1. OVERVIEW

This Professional Web Services Agreement (“Agreement”) is entered into by and between Digital Admen, Inc., which is a California corporation (herein referred to as “Digital Admen”), and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of Digital Admen’s Professional Web Services (“Service(s)”) and represents the entire agreement between you and Digital Admen concerning the subject matter hereof.

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge, and agree to be bound by this Agreement, along with Digital Admen’s Universal Terms of Service Agreement, which is incorporated herein by this reference.

The terms “we”, “us” or “our” shall refer to Digital Admen. The terms “you” and “your” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits, except where specifically granted herein.

We may, in our sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not continue to use this Site or the Services. We may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.

2. DESCRIPTION OF SERVICES

This Agreement applies to the various services provided by Digital Admen Professional Web Services.

Purchase of a Professional Web Services plan is according to the parameters specific to your plan, as described below:

WordPress Website Development

Standard WordPress Website Development includes complete development using a WordPress theme and up to two (2) comprehensive rounds of revisions for the entire website (not to include new content or “breaking the template”.), You hereby acknowledge that some revisions may not be possible given the parameters of the template being used, and as such will hold Digital Admen harmless for not implementing such modifications.

All modifications must be received as one complete set of revisions. Any delayed transmission of material necessary to complete those modifications shall not be construed as a new round, but rather a delay in transmission. Any new instructions transmitted after the original set of modifications is received shall be considered a new round of modifications, even if transmitted with pending material or requested clarifications and all applicable fees and restrictions will apply.

Each additional round of modifications requested beyond the number given as a part of this service will incur a fee of $250.00 US Dollars, which is due in full prior to the implementation of those modifications.

Should you decide to change templates for any reason after work has begun, then a fee will be assessed in the amount of $250.00 US Dollars. This fee will be due in full prior to additional revisions being made.

All milestone approvals are final. Should you decide to make additional changes after any milestone approval has been received, then an additional fee will be assessed in the amount of $300.00 US Dollars. This fee will be due in full prior to additional revisions being made.

Our comprehensive WordPress development requires unfettered access to various digital properties, including a Gmail account to set up Google Analytics and Google Search Console. Should you not be able to provide access to such accounts you hereby authorize Digital Admen to create these accounts on your behalf. All ownership of these accounts will transfer automatically upon reception of the final payment.

Once the website has met your final approval it will be launched on your live domain. Your website will be developed according to the parameters specific to your project (e.g., number of pages, premium image use, e-commerce capability, etc.) and includes all copywriting, graphic design, and programming necessary to complete the development and take the website live.

All websites developed in this manner carry an automatic warranty period of 30 days. This period will begin immediately once the website has been finalized and the final payment is received. All login credentials we created or you provided to us during development will be remitted along with any necessary debriefing material (if applicable).

All super administrative access (e.g., “Administrator” role permission for the CMS, etc.) to the website is solely maintained by our programmers for the duration of the warranty period. This is to prevent unauthorized changes to the website that may damage the site, alter functionality, or affect design. We can provide full webmaster service at any time after the website is launched, which can run concurrently with the warranty period should you need additional services beyond what is covered in the basic warranty (special discounts may apply).

All super administrative access will be remitted upon expiration of the warranty period or immediately should the warranty become void for any reason. The warranty is immediately voided in the event any changes are made to the website by anyone outside of our development or maintenance teams. For the duration of the warranty period, any changes that need to be made to the website (e.g., adding a new product, etc.) must be made by our development or maintenance teams and as such are either charged at a significant discount or completely free (depending on the alteration). The warranty only pertains to the original design and functionality of the website. Any new changes to the website after launch are considered new work and subject to charges accordingly (e.g., adding new pages, breaking the template, etc.)

Custom WordPress Website Development includes ground-up development of a custom-designed WordPress website from wireframe mockups to final programming and design.

During the design phase, you will have up to three (3) rounds of revisions per page mockup. During the programming phase, you will have up to three (3) rounds of revisions in total for the entire website. All modifications must be received as one complete set of revisions. Any delayed transmission of material necessary to complete those modifications shall not be construed as a new round, but rather a delay in transmission. Any new instructions transmitted after the original set of modifications is received shall be considered a new round of modifications, even if transmitted with pending material or requested clarifications and all applicable fees and restrictions will apply.

All milestone approvals are final. Should you decide to make additional changes after any milestone approval has been received, then an additional fee will be assessed in the amount of $250.00 US Dollars. This fee will be due in full prior to additional revisions being made.

All websites developed in this manner carry an automatic warranty period of 30 days. This period will begin immediately once the website has been finalized and the final payment is received. All login credentials we created or you provided to us during development will be remitted along with any necessary debriefing material (if applicable).

All super administrative access will be remitted upon expiration of the warranty period or immediately should the warranty become voided for any reason. The warranty is immediately voided in the event any changes are made to the website by anyone outside of our development or maintenance teams. For the duration of the warranty period, any changes that need to be made to the website (e.g., adding a new product, etc.) must be made by our development or maintenance teams and as such are either charged at a significant discount or completely free (depending on the alteration). The warranty only pertains to the original design and functionality of the website. Any new changes to the website after launch are considered new work and subject to charges accordingly (e.g., adding new pages, breaking the template, etc.)

All Non-WordPress Custom Website Development

All Non-WordPress Custom Website Development includes ground-up development of a custom-designed website from wireframe mockups to final programming and design using the CMS of your choice (e.g., Magento, Drupal, etc.)

During the design phase, you will have up to two (2) rounds of revisions per unique page mockup. During the programming phase, you will have up to three (3) rounds of revisions in total for the entire website. All modifications must be received as one complete set of revisions. Any delayed transmission of material necessary to complete those modifications shall not be construed as a new round, but rather a delay in transmission. Any new instructions transmitted after the original set of modifications is received shall be considered a new round of modifications, even if transmitted with pending material or requested clarifications and all applicable fees and restrictions will apply.

All milestone approvals are final. Should you decide to make additional changes after any milestone approval has been received, then an additional fee will be assessed commensurate with the scope of work. This fee will be due in full prior to additional revisions being made.

Our comprehensive website development requires unfettered access to various digital properties, including a Gmail account to set up Google Analytics and Google Search Console. Should you not be able to provide access to such accounts you hereby authorize Digital Admen to create these accounts on your behalf. All ownership of these accounts will transfer automatically upon reception of the final payment.

All websites developed in this manner carry an automatic warranty period of 30 days. This period will begin immediately once the website has been finalized and the final payment is received. All login credentials we created or you provided to us during development will be remitted along with any necessary debriefing material (if applicable).

Scope of Work Changes

Changes to the original scope of work during development are allowed, however, such changes will most likely alter the ETAT (Estimated Turnaround Time) of the project and incur additional costs. Digital Admen has the right to reallocate funds from the monies paid to satisfy these changes up to the point of budget exhaustion. Should the budget be exhausted prior to the work being completed, then Method 2 outlined below will be automatically triggered. Digital Admen will endeavor to provide an accurate estimate of the change in the ETAT based on a re-evaluation of the remainder of the work.

Any changes to the original scope of work break the original agreement and Digital Admen retains the right to charge for this new work in two methods:

Method 1 – A flat rate based on a full evaluation of all new changes being requested. The new scope of work cannot be altered further and if it is, will trigger an automatic billing under Method 2 below for the entire new scope of work unless a new agreement is forged based on an evaluation of the new scope of work.
Method 2 – At a rate of $200.00 USD per hour for any changes being requested beyond the original scope of work. The hourly rate will be applied to all work necessary to complete the new scope of work and is due in full prior to the project being turned over.

Penalty for nonpayment based on these terms (or a mutually agreed upon substitute) can take the form of:

Termination of the project in full, including purging all files and databases from Digital Admen servers.
Forfeiture of all monies paid up to that point.
Legal action to recuperate any monies owed, such as out-of-pocket expenses and software licensing.

Website Updates Post-Publish (aka Webmaster Service)

Monthly Webmaster Service: If your website requires updates from what is included in your original design, then additional changes can be made that do not break the template in an all-inclusive maintenance service (herein referred to as “Webmaster Service”), which is provided on a monthly basis. This service includes software updates, spam removal, integrity tests, firewall management, security scans, new software integrations, new product uploads (if needed – inventory control is extra), sales tax table updates (if needed), and backups. This service does not include any changes that break the template.
Site Warranty: We warranty your website for 30 days after the initial build is complete (“Sign-Off Date”). This warranty is subject to the limitations stated in Section 4 below. If your website breaks or requires fixing within 90 days of the Sign-Off date, due to breakage or defect in the original stack of approved plugins, then we will submit a ‘fix ticket’ to restore the site back at no extra charge.

Should the breakage occur outside of the 30 days covered herein, or is due to plugins, add-ons, or site updates outside of the original stack of approved plugins, then charges will be incurred commensurate with the scope of work to fix the website.

Online Store Development

Purchase of a website with e-commerce capability includes the design of an online store using the parameters specific to your project, and as described below (“Online Store”):

Standard Online Store Design: Includes your choice of any one (1) design template/theme, homepage, interior pages as stated in your project parameters, Terms of Service page, Privacy Policy page, and Contact page, Google Analytics, and Google Search Console integration (includes account set up if necessary), the basic setup of your first ten (10) products, including options for color and size only (NOTE: more attributes can be added for an additional fee), and up to two (2) revisions after your site is completed (not to include new content). Additional Webmaster Minutes are available for purchase.

Custom Online Store Design: Includes ground-up development of a custom e-commerce capable website using the CMS of your choice (e.g., Magento, WordPress) from wireframe mockups to final programming and design.

During the design phase, you will have up to two (2) rounds of revisions per unique page mockup. During the programming phase, you will have up to two (2) rounds of revisions in total for the entire website. All modifications must be received as one complete set of revisions. Any delayed transmission of material necessary to complete those modifications shall not be construed as a new round, but rather a delay in transmission. Any new instructions transmitted after the original set of modifications is received shall be considered a new round of modifications, even if transmitted with pending material or requested clarifications and all applicable fees and restrictions will apply.

Our comprehensive e-commerce website development requires unfettered access to various digital properties, including a Gmail account to set up Google Analytics and Google Search Console. Should you not be able to provide access to such accounts you hereby authorize Digital Admen to create these accounts on your behalf. All ownership of these accounts will transfer automatically upon reception of the final payment.

Once the Online Store has met with your final approval it will be launched on your live domain. Your Online Store will be developed according to the parameters specific to your project (e.g., number of pages, premium image use, etc.) and includes all copywriting, graphic design, and programming necessary to complete the development and take the Online Store live.

You are solely responsible for providing Digital Admen with your product descriptions, product images, branding (e.g. logo, color palette), pricing, and other product information, and for confirming this information before giving final approval of your Online Store prior to publication. Excluding the initial design and basic setup included in your plan, you are solely responsible for all other Online Storefront content configurations, including the configuration of sales tax collection methods, shipping methods, and payment methods.

Logo Design

Our Logo Design Service includes the creation of a custom logo created from design elements provided by you before the initial design phase begins (e.g., color, font style, etc.). We will conduct an initial interview (via Skype, Google Hangouts, by phone, or via email) to solicit your responses to questions that will help Digital Admen with the design.

You will receive a presentation of at least three (3) initial designs (“mockups”) for every round, not to exceed three (3) rounds. New designs will only be presented should you reject all designs in any given round. All modifications must be received as one complete set of revisions. Any delayed transmission of material necessary to complete those modifications shall not be construed as a new round, but rather a delay in transmission. Any new instructions transmitted after the original set of modifications is received shall be considered a new round of modifications, even if transmitted with pending material or requested clarifications and all applicable fees and restrictions will apply.

Once you choose a design to move forward with, you will get up to three (3) rounds of revisions to finalize the selected design. Digital Admen will charge a fee for additional design mockups and revisions you request beyond the three (3) provided. The amount of the fee will be communicated to you at that time and is required to be paid in full prior to the start of work on additional revisions or designs.

Each additional round of mockups requested beyond the number given as a part of this service will incur a fee of $250.00, which is due in full prior to the additional mockups being designed.

All milestone approvals are final. Should you decide to make additional changes after any milestone approval has been received, then an additional fee will be assessed in the amount of $200.00 U.S. Dollars. This fee will be due in full prior to additional revisions being made.

Should you at any point “double back” and request Digital Admen to move forward on a design mockup that you previously rejected, then you will pay a penalty of $150.00 US Dollars for every mockup made.

Rights in Logo Design: Notwithstanding anything to the contrary in this Agreement, with regard to the Logo Design Service only, and upon payment in full, you have full ownership of the Logo Design provided to you for use in any manner you deem appropriate. You acknowledge that your ownership rights under this Agreement are limited to the final Logo Design provided to you by us.

Notwithstanding, we hereby grant you a worldwide, royalty-free, perpetual, and irrevocable right and license to all graphic art contained in or made part of your Logo Design for use as contemplated by this Agreement.

You hereby grant Digital Admen a royalty-free, perpetual, irrevocable, sub-licensable, non-exclusive, worldwide right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, communicate to the public, perform and display (in whole or in part), and/or incorporate in other works the Logo Design, in any form, media, or technology now known or later developed for promotional purposes of Digital Admen and/or our Logo Design Service.

Disclaimers: You hereby acknowledge that we shall have no obligation or duty to perform trademark, service mark, copyright searches or inquiries, or the like, in order to validate the propriety or legality of the final Logo Design. Accordingly, you are encouraged to perform your own independent searches with regard to the Logo Design. Furthermore, you acknowledge that we shall have no responsibility or obligation of any kind to assist you in seeking state, federal, country, or international intellectual property protection (i.e., without limitation, trademark, or copyright registration) for the Logo Design, nor shall we be responsible to assist in any way in your attempt to procure or perfect such rights in the Logo Design. You understand that it is your obligation alone to copyright the logo design and/or seek trademark protection to the extent you deem appropriate and/or necessary.

SEO Services

We understand that sustained online visibility demands a commitment to data-driven optimization and a transparent partnership. This section outlines the terms and expectations governing our SEO services, ensuring a mutually beneficial path to success.

Minimum Commitment:

Optimizing your website for long-term impact requires a 12-month commitment. This timeframe allows us to implement a comprehensive strategy, track progress, and adapt to ever-evolving search engine algorithms. While shorter engagements might offer temporary gains, sustainable results necessitate consistent effort and strategic adjustments.

Cancellation Policy:

We respect your flexibility. Should you choose to cancel, written notification (email is acceptable) is required 30 days in advance, regardless of your chosen plan.

Monthly Plans: Upon receiving your 30-day notice, we will cease billing after the specified period. If your cancellation overlaps with an ongoing service month, your final invoice will be prorated based on the remaining service days.
Semiannual/Annual Plans: You’ll receive a prorated refund for unused months based on the current SEO service rate at the time of cancellation. Please note that past and current month fees are non-refundable.

Transparency and Realistic Expectations:

While search engine algorithms remain proprietary and results can vary, our proven track record demonstrates our ability to deliver significant ranking improvements through ethical and sustainable SEO practices. We cannot guarantee specific rankings, but we commit to transparency and data-driven optimization.

Timeframe for Results: SEO is a marathon, not a sprint. While some early progress might be observable, substantial results typically emerge within 9 months of a 12-month campaign. This timeframe allows for comprehensive implementation, split testing, algorithm adjustments, and content optimization.

Website Access and Collaboration:

For optimal results, we require full administrative website credentials and user access. This empowers us to make necessary on-site changes and ensure seamless integration with our off-site optimization efforts. By subscribing to these terms, you grant us permission to manage your website content for SEO purposes, always adhering to your brand guidelines and ethical SEO practices.

Streamlined Billing:

To expedite results and avoid service disruptions, we implement automatic billing for your SEO campaign. You authorize us to charge your designated payment source on the invoice due date. Timely payments ensure uninterrupted service and allow us to focus on maximizing your online visibility. Late payments will result in service suspension and potential collection fees.

Transitioning Away:

Should you decide to end our partnership, you assume full responsibility for maintaining any SEO optimizations implemented during our collaboration. We encourage you to maintain a data-driven approach and adhere to established best practices for long-term SEO success.

Freefall Response and Client Responsibility:

Search engine dynamics can introduce sudden traffic and ranking drops, often referred to as “Freefall.” We understand your concern, and while we cannot control external factors, we are committed to working collaboratively to navigate such situations.

Defining Freefall:

We define “Freefall” as a significant and unexpected decline in website traffic and keyword rankings exceeding 10% for any given KPI or combination thereof within 30 days. In such cases, standard deliverables and KPI reports might be temporarily suspended to prioritize corrective actions for faster recovery.

Corrective Actions and Client Collaboration:

During Freefall situations, we’ll prioritize rapid response and corrective actions, potentially including:

Technical audits and fixes to address any website vulnerabilities or indexing issues.
Content adjustments and optimization to ensure alignment with the latest search engine guidelines.
Backlink profile analysis and potential disavowal requests to combat negative SEO.
Algorithm update analysis and strategic adaptation to align your website with the new ranking factors.

However, it’s crucial to understand that effective Freefall recovery often requires patience and strategic adjustments, not impulsive reactions. We’ll strive to keep you informed and involved throughout the process, but if you request actions that deviate from our recommended course of action, we cannot be held liable for the consequences.

Transparency and Shared Responsibility:

We believe in open communication and shared responsibility during Freefall scenarios. While we’ll do our utmost to recover lost ground, it’s essential to remember that:

Recovery timelines depend on the severity of the Freefall and external factors.
SEO best practices demand strategic, ethical measures, not quick fixes.
Client-requested actions against our recommendations are executed at your own risk.

Social Media Management

You can cancel Social Media Management Service at any time by submitting a written thirty (30) day notice (email is acceptable) and Digital Admen will not bill you for future months. However, you will not be refunded the cost of the present or past months.

You hereby acknowledge that every social media campaign is different as the goals and requirements of every client are different. As such, we will always use industry best practices in developing and implementing any campaign along with platform-specific techniques, tools, features, and conversion opportunities while abiding by each platform’s Terms of Service. These are general terms of service for all organic social media campaigns with specifics being mentioned in the Campaign Agreement.

Additional terms are as follows:

Account Access: In order for Social Media Management to be effective, Digital Admen must have administrator-level social media account credentials and unfettered access to the accounts in order to make native platform posts and changes. By agreeing to these Terms of Service, you are hereby granting permission to post on your behalf on your website and various digital properties for Social Media Management purposes.

Automatic Billing: In order to expedite results and not delay service, Digital Admen requires automatic billing for your Social Media Management. You hereby authorize Digital Admen to bill this payment source by the invoice due date unless alternative sources are provided. Any failure to pay will result in an immediate work stoppage and you will be responsible for all fees associated with late payment collection, such as returned check fees.

Terminating Services: If you elect to cancel these Social Media Management Services, then you become solely responsible for maintaining any and all of the optimizations, organic growth, and funnels done by Digital Admen.

Facebook Ads Management

You can review all terms and conditions related to this service separately, by clicking here.

Webmaster Services

Our comprehensive approach to webmaster service ensures that not only is your website technically sound and secure, but it also aligns with broader digital strategies to enhance overall business performance.

Some of the services we offer at various tiers of service are outlined below:

1. Monthly Updates:

Framework/CMS Core
Themes
Plugins

2. Backup Management:

Regular automated backups
Verification of backup integrity

3. Security:

Malware scanning and removal
Firewall configuration
User access review and management

4. Performance Optimization:

Image optimization
Caching strategy
Database optimization

5. Content Management:

Content updates
Broken link checks
Review and optimize meta tags

6. Monitoring and Reporting:

Uptime monitoring
Performance reports
Security audit reports

Non-WordPress Websites:

1. Code Updates:

Regular updates to HTML, CSS, JavaScript
Server software updates

2. Backup and Recovery:

Regular server backups
Disaster recovery planning

3. Security Measures:

Firewall configuration
Regular security audits
User access management

4. Performance Tuning:

Optimize images and multimedia elements
Minimize HTTP requests

5. Content Management:

Regular content updates
SEO optimization

6. Monitoring and Analytics:

Traffic analysis
Error tracking

E-commerce Websites:

1. Product Updates:

Regular updates for product listings
Inventory management

2. Transaction Security:

SSL certificate maintenance
Payment gateway security

3. Cart Optimization:

Streamlining the checkout process
Abandoned cart analysis

4. Integration Maintenance:

Third-party plugin updates
API integrations

5. Order Fulfillment:

Shipping and logistics optimization
Order tracking implementation

Additional Digital Needs:

1. Email Services:

Email hosting, setup, and configuration
Spam filtering
Email recovery
Email backups

2. Cybersecurity:

Regular security audits
Employee training on security best practices
Endpoint protection

3. Digital Marketing:

Social media strategy
SEO strategy
Content marketing strategy

4. Analytics and Reporting:

Data analysis for business insights
Monthly performance reports
Conversion rate optimization

5. Customer Support:

Implementing and managing chatbots
Responding to customer inquiries
Feedback analysis

6. Onsite Services:

Onsite service to any office location in the world to satisfy any request that falls within our capabilities.
- NOTE: All travel, room, and board expenses will be added to the cost for as many personnel as requested or required.

Since all websites and business needs vary, we do not offer standardized pricing on webmaster services. Instead, we offer customized pricing that meets your needs depending on the bundle of services you desire.

Alternatively, we can bill by the hour at a rate of $250.00 US Dollars per hour with a two-hour minimum for each service call, which must be paid in advance before arriving onsite. Any additional billing will be calculated at the end of the onsite service, submitted by the next business day, and is due upon receipt. A final report will be provided as a final deliverable for the onsite service.

3. YOUR OBLIGATIONS

Reasonable Requests. You agree that all of your requests will be reasonable in nature and within the scope of the Services purchased.

Obligation to Maintain Subscription. All Services, including any free products or services included in your plan, must be associated with a specific website or online store at the time of purchase and are not transferable to other accounts, websites, or online stores thereafter. Provision of all Services, including any free products or services included in your plan, is dependent upon your active subscription to the Services. Failure to maintain your account in good standing will result in termination of any outstanding or pending Services, including any free products or services included in your plan, without refund or credit. Recurring billing for your Services plan will begin on the date of purchase unless otherwise set by agreement.

Provision and Timing of Design Services. After your initial purchase of a Website or Online Store Design plan, you will be required to (i) complete an initial consultation with Digital Admen, and (ii) provide any content you deem necessary to be included in the initial build of your Website or Online Store, such as product descriptions. Upon reception of all of your content, we will begin developing your Website or Online Store.

Submission of Content. You are responsible for submitting all proprietary copy, images, branding, and other content necessary for your design unless the content is to be provided by Digital Admen. All content you provide should be copied and not the originals.

You agree to respond to any request for content, feedback, or approval within three (3) business days. All content must be submitted electronically and we will not return any materials you provide. Arrangements may be made for the physical delivery of files that are too large to be transmitted electronically, but additional fees may apply and the quoted completion date may be extended.

We may in our sole discretion, require you to re-submit images if we determine that the images are not of high enough quality, not the proper file type, or the right dimensions to use. If you do not submit the content requested within five (5) business days, we will consider your content submission complete, and we reserve the right to progress the site to the next phase of development without it, and you will only be able to add additional content using Webmaster Minutes. It is your responsibility to maintain independent backup copies of any materials you submit. We expressly disclaim any liability or responsibility for any loss, damage, or destruction of any content or materials you submit to us.

Legal Compliance. You agree to be solely responsible for all legal compliance, including all images, processes, age restrictions, paid/restricted access, sales tax collection, collection of shipping charges, images, and text. All text that is created for the fulfillment of any Professional Service, including the creation of a Privacy Policy, Website Terms & Conditions, Product Terms & Conditions, Refund Policy, or Shipping Policy are done in good faith by Digital Admen but are not considered legally vetted. Oftentimes tools are used to generate text of this nature and as such you agree to hold Digital Admen harmless for the lack of legal compliance contained therein.

Americans with Disabilities Act Waiver. The Americans with Disabilities Act (ADA) became law in 1990. The ADA is a civil rights law that prohibits discrimination against individuals with disabilities in all areas of public life, including jobs, schools, transportation, and all public and private places that are open to the general public, including websites. Should you elect to not integrate the ADA compliance solution that is being offered as a part of this project or provide another one that meets the same (or higher) technical standards, then you agree to indemnify and hold harmless Digital Admen, Inc. its agents, subcontractors, employees, officers, owners, and stockholders for any damages you may suffer as the result of not following ADA compliance, which is a federal statute.

Automatic Publication. Within five (5) business days of receiving notice that your Website or Online Store is ready for final review, you must either (i) provide Digital Admen with your revisions, or (ii) notify Digital Admen that you have no revisions, thus giving your final approval of all work up to that point and your consent to launch the website on your live domain.

If you fail to take either such action within five (5) business days, your Website or Online Store will be published on your live domain without additional changes, and the final milestone payment charged to the payment source on file. Any time after publication, you may elect to de-publish your site by changing DNS settings on your domain name.

Completion of Service. Publication of your website on your live domain is the acknowledgment of your satisfaction with the Services provided to date and releases Digital Admen from any obligation for further revisions or alterations at that time unless Webmaster Minutes or Monthly Webmaster Service are initiated. You also acknowledge and agree that once your website is published, you will not be entitled to any credits or refunds for any reason including, but not limited to, dissatisfaction with your website.

Webmaster Service Changes. Your subscription may have included a Webmaster Service plan. Once you have maintained your Services subscription for a full twelve (12) months, you may contact Digital Admen to change your plan. Your selection is limited to the Webmaster Service plans available at the time of renewal.

Privacy. We may need to provide administrative permissions and access, to subcontract a portion of the development to various unidentified third-party service providers, like Yelp or Google. You hereby authorize Digital Admen to provide the necessary access and permissions to third parties as deemed necessary by Digital Admen in order to complete the development of your website.

Our Right to Terminate Your Service. You understand and agree that Digital Admen has the absolute right and power, in its sole discretion and without any liability to you whatsoever, to terminate your Service for any reason, including:

If you fail to complete the project questionnaire, provide login credentials, or submit content for your initial design within two (2) months of purchasing your Service. If work has not commenced on your design at the time of cancellation, then you may be eligible for a partial refund of the fees.
If you fail to provide any other requested content, feedback, or approval within thirty (30) days of our request for them. If we have commenced work on your design (which means any commencement of the creative process), you may be eligible for a partial refund of the fees, but you will be charged for the work completed to date, plus a cancellation fee at the rates described in our refund policy.
Ghosting, as defined in the “No Ghosting” clause contained herein.

No Ghosting. By engaging Digital Admen for any service we provide you acknowledge our right to cancel your project, service, or campaign at any point due to “ghosting”. Ghosting is defined as suddenly and without explanation withdrawing from all communication and/or engaging in a persistent behavior whereby you effectively cause a total work stoppage. All of our services require your participation to some degree (i.e., providing approvals, remitting assets, etc.) therefore you cannot simply ignore communications and expect us to keep your project or campaign on hold in perpetuity.

If you engage in this type of unprofessional behavior, then you will be effectively dropped as a client. At our discretion, penalties for ghosting may include:

Forfeiture of all monies paid up to that point.
Milestone billing that is commensurate with that level of development or recurring billing cycles using any payment source on file.
A purge of all files and work related to your project or campaign, effectively scrapping it.

Should you decide to reactivate your project or campaign after a ghosting cancellation, then a Project Reactivation Fee will be assessed to have our team continue working. This fee is due in full prior to work commencing. All previous terms and conditions related to your project are ruled null and void and a revised project agreement will be instituted as an amendment to the original project agreement. These new terms and conditions will be outlined in a separate document and attached to the invoice for the reactivation fee or sent by email. Your payment of the invoice is considered acceptance of the new terms and conditions.

All projects and campaigns will be considered “ghosted” if you engage in any of the following activities or behaviors:

You have not responded to requests for assets, information, or approvals necessary for development within thirty (30) days.
You have not responded to any communications for at least thirty (30) days.
Your responses to requests have been unfruitful for development and have created a work stoppage for at least thirty (30) days.

Your Right to Terminate Our Service. Digital Admen understands and agrees that you have the absolute right and power to terminate your Service for any reason, including if:

You are not happy with the Service or dissatisfied with the design.
You have chosen to go in another direction and have either hired another development team, hired a freelancer, or used your own in-house staff to complete the project or provide the Service.
You can no longer financially afford the Service.

If we have begun work on your project in any manner (which includes any commencement of the creative process, design process, programming, research, SEO process, or copywriting), you may be eligible for a partial refund of the fees, but you will be charged for the work completed to date, plus a cancellation fee at the rates described in our refund policy.

Notice of cancellation must be received in writing (email is acceptable) in order to terminate any Service. Additional cancellation requirements may vary depending on the Service. See Service specifications for details.

User Content. It is solely your responsibility to ensure that any and all User Content provided to Digital Admen to perform the Services on your behalf does not infringe or violate the intellectual property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and/or to ensure that you have acquired any authorization(s) necessary to use intellectual property (including, but not limited to, copyrights and trademarks) or other proprietary information of third parties therein included in the User Content. We shall have no liability and you agree to hold harmless, defend and indemnify Digital Admen against any actual or alleged claim that any User Content provided by you infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

Development Credit & Right to Showcase. Every design and/or development project carries an automatic Right to Showcase and apply the development credit (e.g., “Developed by Digital Admen”) unless otherwise agreed to in writing. It is your obligation to submit a written request (via email is acceptable) to prevent publication of the development credit and/or the showcasing of your design. Development credit will be published in a typical manner, such as in the sitewide footer of a website within the copyright bar, and can contain a backlink to the Digital Admen website or other digital property, such as social media profiles. The Right to Showcase includes, but is not limited to: before and after images, previous work portfolio exhibition, case study exhibition, and extends to all forms of current media and future media, whether electronic or print in nature. The Right to Showcase shall remain in effect in perpetuity despite the termination of services for any reason, including but not limited to project completion and early cancellation.

4. LIMITATIONS

Reasonable Expectations. We strive toward providing Services that meet your expectations. However, we do not guarantee results nor do we guarantee expectations will be met if requests are unreasonable or unable to be completed within the scope of the Service being paid for.

Your Delay. Our completion of the Services depends upon your timely feedback and approval on a number of things. We are not responsible for additional fees incurred or time spent because of delays caused by your lack of or untimely response, feedback, or approval, including your failure to remit proper user access, text, or images.

Limits on Content. We reserve the right to refuse any project or creative direction to create a Design that exploits children, contains pornography, racial bigotry, hate speech, or otherwise deemed tasteless content, contains copyrighted or trademarked materials of others, or infringes on the intellectual property rights of another, harasses, defames or slanders another, encourages or promotes terrorism or other illegal activities, contains illegal content, or for any other reason that we, in our sole discretion, decide.

Online Store Product Catalogs. Standard Online Store catalogs are capped at 25 products. While there is not a cap on the total number of products for Premium Online Store catalogs, it must be noted that your website performance may begin to slow at high numbers of products depending on potential physical and practical constraints, including (but not limited to): System architecture, system capacity, system load speeds, end-user Internet connectivity, and end-user computer system and configurations. Product catalogs containing more than 3,000 products may require additional hosting bandwidth at an additional monthly cost to you. See your web hosting provider for details.

No Obligation to Take Back-Up. We have the right but are not obligated to, back up, copy, or otherwise archive your website before delivery, after delivery, or in the event of cancellation.

Limitations on Design Services. The following services are not included in any of the initial design plans, but may be purchased separately as Webmaster Updates: (i) any revisions beyond the revisions included in your applicable design plan or specific project directives; (ii) graphic design services, such as but not limited to, altering images in any manner, changing backgrounds, adding shadows, making images a uniform size, changing font style or size, or adjusting brightness levels.

Integration with Website Builder Hosting Platform. Websites and Online Stores designed by Digital Admen are built on and integrated with our hosting platform, and any attempt to migrate or otherwise transfer any such website or online store to another hosting provider without our explicit consent is a violation of this Agreement.

No Endorsement. Digital Admen does not endorse any of the products or services represented using the designs or marketing services offered or performed by Digital Admen, and expressly disclaims any and all liability or responsibility regarding the same.

Security of Account. You are responsible for maintaining the security of your account. You are also solely responsible for the activity that occurs on your account, whether authorized by you or not. You must keep your account information and passwords secure. We expressly disclaim any responsibility or liability for any unauthorized use of or access to your account.

Third-Party Exploitation. We expressly disclaim any responsibility for liability due to hacking of your website(s) due to the exploitation of third-party software.

Plugins, Extensions, and Add-ons. We are not responsible for the maintenance on any software extensions, add-ons, or plugins contained within your website after initial launch unless you have enrolled in Webmaster Service. You hereby acknowledge that the failure to maintain this software can result in the loss of website functionality and accessibility.

Web Hosting Outage. We are not responsible for website outages arising from a web host related issue. Such issues can be resolved through enrollment in Webmaster Service.

5. GENERAL RULES OF CONDUCT AND RESTRICTIONS

Websites. In addition to Section 5 (General Rules of Conduct) contained in the Universal Terms of Service Agreement, you acknowledge and agree that you shall not use the Services in a manner, as determined by Digital Admen, at our sole and absolute discretion:

To display or advertise pornographic, X-rated, sexually explicit, or otherwise tasteless materials, images, products, or services (including, but not limited to: sexual massage, escort, or prostitution services); or
That uses pornographic, X-rated, sexually explicit keywords or images in video names, descriptions, or listings.

Permissible Uses and Exceptions:

Nude imagery as it pertains to art (e.g. statue of David) or education;
Nude imagery as it pertains to the medical field (e.g. breast before and after for a breast cancer specialist).

Online Stores. You are responsible for ensuring that any product posted for sale in your Online Store is in compliance with all applicable laws and regulations where your items can be purchased. Digital Admen reserves the right and sole discretion to determine whether the sale of any particular item is illegal or otherwise prohibited, and to ban the sale of any prohibited item(s) and/or cancel your Online Store Service. Prohibited items include, but are not limited to, the following:

Illegal items and/or items that encourage, promote, facilitate or instruct others to engage in illegal activities;
Controlled substances and illegal drugs (including prescription drugs), items used to manufacture controlled substances and illegal drugs, and drug paraphernalia;
Pornographic websites and services (pornography includes the use of nude imagery when not associated with artistic, educational, or medical purposes); this excludes stores selling adult toys (but providing images of the toys being used is prohibited);
Credit or debit cards (active or inactive), Government IDs;
Domain names;
Sites selling stolen or unauthorized items, including counterfeit products, copies of movies (e.g., Blu-Ray, etc.), software, or third-party trademarks;
Products that have been recalled by the Consumer Product Safety Commission.

SEO Services. Digital Admen reserves the right and sole discretion to determine whether the content and keywords of a site are illegal, prohibited, or otherwise not appropriate, and to cancel your Services without refund. The promotion of the following is not allowed and includes, but is not limited to, the following:

Counterfeit Goods: Digital Admen does not allow the promotion of counterfeit goods as they mimic the brand features of the product in an attempt to pass themselves off as a genuine product of the brand owner.
Dishonest Behavior: Digital Admen does not allow for the promotion of products or services whose purpose is to enable users to mislead or deceive.
Online/Offline Gambling: Digital Admen does not allow the promotion of offline or online gambling or the instruction of gambling.
Capitalizing on Sensitive Events: Digital Admen does not allow the promotion of content that may be deemed as capitalizing on or lacking reasonable sensitivity towards a natural disaster, conflict, death, or other tragic events.
Hatred, Bigotry & Intolerance: Digital does not allow the promotion of content that incites or endorses hatred against others. Content that inappropriately discriminates against a person or group or that seeks to intimidate, exploit, or humiliate others.
Shocking content: Digital Admen does not allow the promotion of content containing violent language, gruesome or disgusting imagery, or accounts of physical trauma. Content containing gratuitous portrayals of bodily fluids or waste. Promotions containing obscene or profane language or content that are likely to shock or scare.
Threatened or extinct species: Digital Admen does not allow the promotion of content that may be interpreted as trading in or selling products derived from threatened or extinct species.

The promotion of the following is allowed with restrictions:

Adult Content: Digital Admen restricts the promotion of adult-themed content or services to only allow sites with wholesome themes that are not sexual in any way.
Alcohol: Digital Admen restricts the promotion of alcoholic beverages to only allow for the legal and responsible use of alcohol.
Dangerous Knives & Swords: Digital Admen restricts the promotion of knives to only allow for the legal and responsible use of knives or swords, or the use of defense, collection, recreation, or sport.
Explosives: Digital Admen restricts the promotion of products or the instruction of products that are designed to explode and could cause damage to nearby people or property to only allow for simple fireworks or model rockets.
Firearms & Parts: Digital Admen restricts the promotion of guns or gun parts to only allow for the legal and responsible use of guns or gun parts.
Other Weapons: Digital Admen restricts the promotion of weapons to only allow for the legal and responsible use of weapons.
Abortion: Digital Admen restricts the promotion of abortion-related products or services to only allow for the display of non-profit or government information.
Pharmaceutical Supplements: Digital Admen restricts the promotion of non-prescription pharmaceutical substances to only allow for those that follow local laws and industry standards.
Political Content: Digital Admen restricts the promotion of political candidates, parties or content to only allow for content that doesn’t violate any other areas of our guidelines.
Tobacco-Related Products: Digital Admen restricts the promotion of tobacco and tobacco-related products to only allow for the promotion of quitting smoking, including smoking cessation devices.

Social Media Management. Since almost every social media account serviced by Digital Admen includes Facebook, Digital Admen reserves the right to deny this service to any websites or businesses that are not in accordance with Facebook’s advertising guidelines. For a full list of prohibited and restricted content, see Facebook’s Advertising Policies.

6. OWNERSHIP OF CONTENT AND DESIGNS

For this section, “Design” includes the delivered product of any Website Design, Online Store Design, and Logo Design Services as described above.

By submitting content for your Design to Digital Admen, you grant Digital Admen an unrestricted license (i) to use the content for the purpose of creating your Design, and (ii) to display screenshots of your Design online, in marketing materials, or in any other manner seen fit by Digital Admen.

Upon completion of your Design, Digital Admen agrees to transfer all rights and ownership of the Design to you. However, software and third-party content and programs are never transferred to you and remain under the copyright of their respective owners. Further, ownership and copyright of all templates and themes available to Digital Admen in creating your Design, including all applicable source code, remain with Digital Admen and are not transferred to you.

Unless otherwise specifically provided in this Agreement, no right or license under any copyright, trademark, patent or other intellectual property right or license is granted by this Agreement. Digital Admen reserves all rights not expressly granted herein.

7. OTHER PRODUCTS AND SERVICES

The Services offered by Digital Admen may include access to other Digital Admen products and services.

If your Design plan does not include an Email account or SSL Certificate, then it will be your responsibility to set up those services.

If your Design plan includes an Online Store, Digital Admen will set up that product for you as part of our Service. Your electronic acceptance of this Agreement signifies that you have also read, understand, acknowledge and agree to be bound by the Online Store/Quick Shopping Cart Agreement, which is incorporated herein by reference.

8. THIRD-PARTY IMAGES AND SOFTWARE

Definitions and Scope. As part of the Services, you may be allowed to use certain (i) photographs, illustrations, or other images (“Images”) and/or (ii) software, widgets, add-ons, plugins, or other applications (“Software”) developed, owned, or licensed by third-party providers as we may contract with from time to time. If the Images/Software are accompanied by or require consent to a license agreement from the third-party provider, your use of the Images/Software is subject to the terms and conditions of such license agreement, which are in addition to (not in lieu of) the terms and conditions of this Agreement.

Terms and Conditions Applicable to all Images/Software. You acknowledge and agree that (i) the Images/Software have not been sold or distributed to you; (ii) you may use the Images/Software only as part of the Services; (iii) you may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Images/Software; and (iv) you may not modify, reverse-engineer, decompile, disassemble, reverse compile, create derivative works of or attempt to derive the source code from the Images/Software.

Termination. You are solely responsible for canceling your Service by notifying your Digital Admen in writing (email is acceptable). Additional cancellation requirements may apply. See the Service or project specifications for cancellation details.

Privacy. We may provide your personal information to third-party providers as required to provide the third-party Images/Software. We reserve the right to modify, change, or discontinue the use of the Images/Software at any time, and you agree to cooperate in performing any steps necessary in connection therewith.

Limitations. We make no representations or warranties about any third-party Images/Software offered in connection with the Services, and expressly disclaim any liability or responsibility regarding the same.

Indemnification. You acknowledge and agree that you will protect, defend, indemnify and hold harmless Digital Admen from and against any and all claims imposed upon or incurred by Digital Admen directly or indirectly arising from your use or misuse of any third-party Images/Software. You acknowledge and agree that the providers of the third-party Images/Software are third-party beneficiaries of this Agreement for purposes of enforcing only their rights under this Agreement.

Additional Terms and Conditions Applicable to eBay. You acknowledge and agree that you will comply with the eBay Developers Program & API License Agreement. You acknowledge and agree that eBay owns all rights in the Developers Program intellectual property as described in the Developers Program & API License Agreement.

Additional Terms and Conditions Applicable to WordPress. If your website uses WordPress, then you hereby acknowledge and agree to WordPress’ Terms and Conditions of Use.

9. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY

The titles and headings of this Agreement are for convenience and ease of reference only and shall not in any way be utilized to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

10. ENGLISH LANGUAGE CONTROLS

This Agreement, along with all policies and the applicable product agreements identified above and incorporated herein by reference (collectively, the “Agreement”), is executed in the English language. To the extent any translation is provided to you, it is provided for convenience purposes only, and in the event of any conflict between the English and translated version, where permitted by law, the English version will control and prevail. Where the translated version is required to be provided to you and is to be considered binding by law (i) both language versions shall have equal validity, (ii) each party acknowledges that it has reviewed both language versions and that they are substantially the same in all material respects, and (iii) in the event of any discrepancy between these two versions, the translated version may prevail, provided that the intent of the Parties has been fully taken into consideration.

11. DEFINITIONS; CONFLICTS

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.

Professional Services Agreement

1. OVERVIEW

2. DESCRIPTION OF SERVICES

WordPress Website Development

All Non-WordPress Custom Website Development

Scope of Work Changes

Website Updates Post-Publish (aka Webmaster Service)

Online Store Development

Logo Design

SEO Services

Minimum Commitment:

Cancellation Policy:

Transparency and Realistic Expectations:

Website Access and Collaboration:

Streamlined Billing:

Transitioning Away:

Freefall Response and Client Responsibility:

Defining Freefall:

Corrective Actions and Client Collaboration:

Transparency and Shared Responsibility:

Social Media Management

Facebook Ads Management

Webmaster Services

1. Monthly Updates:

2. Backup Management:

3. Security:

4. Performance Optimization:

5. Content Management:

6. Monitoring and Reporting:

Non-WordPress Websites:

1. Code Updates:

2. Backup and Recovery:

3. Security Measures:

4. Performance Tuning:

5. Content Management:

6. Monitoring and Analytics:

E-commerce Websites:

1. Product Updates:

2. Transaction Security:

3. Cart Optimization:

4. Integration Maintenance:

5. Order Fulfillment:

Additional Digital Needs:

1. Email Services:

2. Cybersecurity:

3. Digital Marketing:

4. Analytics and Reporting:

5. Customer Support:

6. Onsite Services:

3. YOUR OBLIGATIONS

4. LIMITATIONS

5. GENERAL RULES OF CONDUCT AND RESTRICTIONS

8. THIRD-PARTY IMAGES AND SOFTWARE

10. ENGLISH LANGUAGE CONTROLS

11. DEFINITIONS; CONFLICTS

Title