By subscribing to Website Maintenance Services, you (the “Client“) and B. McGuire Designs LLC (the “Provider“) agree as follows.
1. Description of Services. Provider will provide to Client website maintenance services as described here (the “Services”):
For existing websites not developed by Provider, a one-time, non-refundable Setup Fee of $100 will be charged for a technical assessment of software, plugins, performance and general health/serviceability of the website.
2. Payment. Payment shall be made by charging the Client’s card on file each month until termination of this Agreement. Monthly fee is subject to change with 60 days written or email notice.
3. Term. This Contract may be terminated by either party without notice. Client may contact Provider at firstname.lastname@example.org to request cancellation.
Client acknowledges that, upon cancelling Website Care, they will be fully responsible for all core software updates, threat detection, malware removal, backups, general site performance and other ongoing administration and maintenance of my website. Client further acknowledges that their website’s performance may deteriorate or become inaccessible and Client agrees to hold B. McGuire Designs LLC harmless for any damages which Client’s business may incur as a result. Finally, Client acknowledges that, once lapsed, they will pay a $250 fee to reinstate Website Care services to cover an assessment of the website and address any issues.
5. Remedies. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
6. Force Majeure. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm, pandemic or other similar occurrence, acts of terror, orders or acts of military or civil authority, or by national emergencies, loss of electric power, loss of access to the internet, insurrections, riots, or wars, or strikes, lockouts, shelter in place orders, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
7. Dispute Resolution. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
8. Entire Agreement. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
9. Severability. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
10. Amendment. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
11. Governing Law. This Contract shall be construed in accordance with the laws of the State of Georgia.
12. Notice. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person, electronic mail, other electronic communication or by postal mail.
13. Waiver of Contractual Right. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
14. Attorney’s Fees to Prevailing Party. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.
15. Construction and Interpretation. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
16. Assignment. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.