1. The Service.
Camaro Design, will design and construct web page(s) for you (the “Client”) according to the Client's specifications as set forth in the Client Order (the “Client Order”) and subject to these Terms and Conditions. Camaro Design will deliver the content via FTP upload to a chosen server. All content on the Client Order described as ‘up to’ must be included before the final delivery of work. Any content described as ‘up to’ added after completion will incur additional charges. The Client may add or subtract items or pages that do not appear on the Client Order at any time during the construction process subject to additional charges. The final payment will reflect those changes. Further changes are subject to additional charges as applicable.
2. Right to Refuse Orders.
Camaro Design will not design or construct web page(s) containing unacceptable "adult content,” promoting violence of any kind, including intolerance for race, lifestyle, or faith, or that constitutes harassment, defamation, libel, slander, or promotes the commission of a crime or any unlawful conduct. Camaro Design shall have the right to refuse any Client Order or do business with any person or entity without liability and without explanation.
3. Delivery, Review and Additional Work.
The method of delivery for completed works shall be made through its upload to the hosting web server. Camaro Design will provide the Client with an opportunity to review the appearance and content of Web site materials in a Beta Version prior to finalisation of the pages (the “Beta Pages”). The Beta Pages will be deemed to be accepted and approved unless the Client otherwise notifies Camaro Design within (7) business days of the date the Beta Pages are made available to the Client. Upon notice of requested changes, Camaro Design will make changes to the Beta Pages to the extent such requested changes are within the scope of the Client Order. Following any changes to the Beta Pages as requested by Client, Camaro Design would provide Client the completed pages (the “Final Pages”). Camaro Design will not be obligated to make any changes to the Final Pages unless the Client demonstrates the Final Pages do not comply with the Client Order. When requested by Client, the parties shall in good faith negotiate additional Client Orders.
4. Payment.
Charges for services to be provided by Camaro Design are defined in the Client Order.
5. Non-payments or Late Payment.
Camaro Design will not commence work with respect to any Client Order or, if work has commenced, will not continue any work on the Client Order, if it is unable to receive payment from the Client within (7) business days after Camaro Design notifies Client by email concerning non-payment. If the Client Order has been completed, Camaro Design will not release the Final Pages or if the Final Pages have already been released, will remove the Client's page(s) from the server until payment is received. Camaro Design will reinstate all pages after payment in full has been received. If Camaro Design releases the Final Pages but Client fails to make all payments due under the Client Order, Camaro Design also has the right to keep all payments the Client has made at any time and to pursue all collection efforts and legal remedies for unpaid work under the Client Order.
6. Copyright.
Client retains the copyright to data, files and graphic logos held by the Client, and grants Camaro Design the rights to publish and use such material in fulfilment of the Client Order. Images, artwork and graphic logos created or processed by Camaro Design for use in the Client’s Web presentation will remain the property of Camaro Design; and at its discretion and under separate agreement, Camaro Design will grant the Customer rights to use such material in formats other than the Camaro Design Web presentation. Client must obtain permission and rights to use any information or files that are copyrighted by a third party and for Camaro Design to include such materials in fulfilment of the Client Order. Client agrees to indemnify and hold harmless Camaro Design from any and all claims resulting from the Client's negligence, intentional failure or inability to obtain proper copyright permissions. Client represents and warrants to Camaro Design that all such permissions have been obtained, and evidence of all necessary permissions may be requested from Client.
7. Standard Media Delivery.
Unless otherwise specified in the Client Order, this Agreement assumes that all text will be provided by the Customer in electronic format (text files delivered on CD/DVD or via e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpg or .tif format or as stated on the client order. Additional expenses may be incurred and will be invoiced accordingly for corrective work, conversion of media or outside facility charges. Although a reasonable attempt shall be made by Camaro Design to return to the Client any images or printed material provided for use in creation of the Client’s Web site, such return cannot be guaranteed.
8. Access Issues.
(a) If Client’s Web site is to be installed on a third-party server, Camaro Design must be granted the necessary access to the Client's storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
(b) Client agrees that Camaro Design shall have the right to remove from Client’s Web Site any web pages Camaro Design has designed which upon or following posting fail to adhere to the terms of these Web Design Terms and Conditions, including violation of any licensing agreements or failure to pay fees duly assessed.
9. Indemnity.
Client agrees to indemnify and hold harmless Camaro Design, its employees, directors, members, officers, agents, subsidiaries and affiliates from any and all claims, losses, damages, liabilities and expenses (including legal' fees) related to or arising out of the services provided by Camaro Design to Client, including without limitation claims made by third parties (including customers of Client) related to any false advertising claims, liability claims for products or services sold by Client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder, or for any content submitted by Client.
10. Disclaimer.
(a) All services provided by Camaro Design (including web design) are provided on an “as is” basis, without warranties of any kind, either express or implied, including but not limited to warranties as to accuracy of information, warranties of title or implied warranties of merchantability or fitness for a particular purpose or otherwise, other than those warranties which are implied by and incapable of exclusion, restriction, or modification under the laws applicable to these services.
(b) Neither Camaro Design nor anyone else involved in creating, producing, or delivering any of the Camaro Design services (including, but not limited to web design) shall be liable for any direct, indirect, incidental, special or consequential damages arising in connection with fulfillment or non-fulfillment of a client order and you hereby waive any claims with respect thereto, whether based on contractual, tort or other grounds, even if Camaro Design or any service provider has been advised of the possibility of damages. The entire liability of Camaro Design and your exclusive remedy in connection with the web design service or any other Camaro Design service or any breach of this agreement are limited to the amount actually paid by you to Camaro Design during the prior twelve month period. You hereby release Camaro Design and its service providers from any and all obligations, liabilities and claims in excess of this limitation.
11. Confidentiality.
In connection with the Client Order, each party may receive or have access to commercially or personally valuable technical and non-technical confidential or proprietary information ("Confidential Information") of the other party. Confidential Information includes all information, whether oral or written, relating to the business of a party that is not generally known or available to others, including, without limitation, source code and documentation for software, trade secrets, customer lists, pricing strategies, marketing and business plans, information concerning a party's vendors, and a party's contemplated plans, strategies and prospects. Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law.