Maintenance Agreement

This Agreement for website management services is made by and between Pixelized Designs (“Designer”), and (Client), for the performance of the services described to Client either in person or electronically around _______________________.

The parties therefore agree as follows:

1. This agreement, which is meant to encompass the entire content of this contract and any proposals or other documents that have been exchanged between Designer and Client during the course of negotiation and includes any supplemental items designated below, together with any exhibits, schedules or attachments hereto.
2. Designer agrees to provide Client with maintenance services as described in this agreement. Maintenance Services include: updates to text, images, and other minor changes to Client’s website pages, upgrades to Client’s content management system, including plugins and themes, removal of malware, spam and malicious code from Client’s website, recovery of files or email from backups, if available. Maintenance services will also include any additional services detailed or promised to Client by Designer in any supplemental documents.
3. Client agrees and understands that any electronic signature made herein by either Designer or Client, is meant to be given the same exact effect and weight as would a physical signature.
4. Client understands and agrees to Designers policies regarding termination of this agreement. This agreement, as well as any other agreement with Pixelized Designs, may be terminated at any time by Designer or Client and may result in additional fees.
5. By signing this agreement, Client specifically agrees to allow Pixelized Designs and any of their employees to post any content online on behalf of Client with or without written or expressed approval from Client; this includes, but is not limited to, creating website pages and content, posting and editing events, promotions, discounts, and more, as well as signing up for third party services which may benefit Client.
6. Client agrees to pay a monthly fee for the service(s) encompassed in this agreement and understands the duration of this agreement is for one calendar year from the date which both parties sign.
7. Client understands payment must be received in full or an active subscription must be issued before maintenance services begin.
8. Client understands the minimum subscription length of this service is three (3) months. Client agrees to pay for at least three months of this service, and understands cancelling service may end any discounted price. Upon renewal of the service, Client would be required to pay the then current rate for the services provided.
9. For large companies, corporations, international companies, and franchise locations, the minimum subscription length is twelve (12) months. For companies that require an above average amount of service, Pixelized Designs reserves the right to charge for priority maintenance.
10. For the duration of this agreement, Client will continue to pay the agreed upon rate even if prices for the service listed increase.
11. After the duration of this agreement has ended, it will be up to the decision of Pixelized Designs or any of its employees to either 1) keep Client locked in at the existing rate for another year, or 2) increase Client’s monthly payments to the then going rate for the service(s) provided. Unless your account has multiple late payments or other issues, we will likely keep you locked in using the agreed upon or discounted price for as long as you keep using this service.
12. Client understands this monthly subscription will be billed indefinitely unless cancelled by Client within three (3) days of the next billing date. Furthermore, Client understands Pixelized Designs is not responsible for charges made using this subscription service that result in Client paying overdraft or other bank fees due to insufficient funds. Client is responsible for maintaining a useable balance with their bank. It is the responsibility of Client to contact us if an automatic payment may cause financial issues within three (3) days of their next billing period. It is up to the decision of Pixelized Designs or its employees to add more time to their billing period or pause payments.
13. If pricing changes, we will email Client to inform them of the new price and will continue to bill Client using the same billing date and the current price.
14. Client agrees to provide Pixelized Designs with access to their web site(s) for creating new pages, and making changes for the purpose of providing Maintenance Services in the event we don’t already have access to their site (i.e. Client’s site was developed elsewhere).
15. Client agrees to properly convey to Designer the information that needs to be changed or added. Failure to do so in a timely manner is the responsibility of Client.
16. Client agrees to continue monthly payments even if no changes are necessary that month. Failure to pay will result in a premature termination of this agreement and may result in additional fees or higher rates if the service is ever purchased again.
17. Client acknowledges that only one (1) hour of time for Maintenance Services is allowed per month, billed in fifteen (15) minute increments, and any work that exceeds one (1) hour will be billed on an hourly basis of $100 per hour. It is up to the decision of Pixelized Designs or its employees to offer this service bundled with additional hours per month, waive the overtime fee, or offer the services with a discounted overtime fee. The details of such an arrangement should be described on a supplemental form in addition to this contract.
18. Additional fees could be charged if the information provided has to be typed and exceeds the one (1) hour of time allotted.
19. If changes are made by Designer according to Client’s information, and the changes are not correct, additional time to remedy the changes fall under the one (1) hour of time allotted.
20. Unused time is not accumulative. Unused time does not transfer from month to month. Maintenance Services time is strictly month to month.
21. Client understands Maintenance Services exclude, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, printing, and search engine optimization.
22. Client understands Designer has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
23. Client understands Designer is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
24. Client understands Designer is not responsible for changes made to Client’s web site(s) by other parties.
25. Designer is not responsible for third-party plugins that may become unusable as a result of Maintenance Services performed.
26. Recovery or repair of Client’s website is not guaranteed, and backups of Client’s site are not guaranteed.
27. Designer will not repair Client’s website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services and/or signing this agreement.
28. Additional services not listed herein will be provided for a fee of $100.00 per hour. Designer is not responsible for developing new content or writing new copy for Client. Client will be charged an additional fee for writing content, based on the hourly rate of $100.00 per hour.
29. Client shall indemnify and hold harmless Designer (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Designer as a result of any claim, judgment, or adjudication against Designer related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Designer (the “Client Content”), or (b) a claim that Designer’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Designer must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.
30. Designer does not warrant that the Maintenance Services will meet the Client’s expectations or requirements.
31. Client represents to Designer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Designer are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Designer and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
32. Client guarantees to Designer and unconditionally guarantees that Client’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.
33. Designer, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of Designer, whether by regulation or contract. In no way is Designer to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
34. This Agreement shall be governed in accordance with the laws of the State of Tennessee. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Tennessee including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
35. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
36. Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.