Web Development & Hosting Terms of Service

Web Development & Hosting Terms of Service

The following are terms of a Website Development & Hosting Agreement (the “Agreement”) between you (the “Customer”, “You” or “Your”) and First Arriving, LLC. (“We”, “Us”, or “Our”) that sets forth the terms and conditions for all services provided by Us (the “Services”). We reserve the right to amend this Agreement and will notify you of any such changes via electronic mail. Your continued use of the Services after any change to this Agreement constitutes your agreement to be bound by any such changes. The terms of this Agreement shall govern the use of any new features that augment or enhance the current Services, including the release of new Services.

1. Payment Terms.
   1. Initial Fee. A fee, determined on a project basis, will be paid in exchange for development and hosting of your website (“Initial Fee”) shall be due immediately upon the date of execution of the agreement (“Start Date”)
   2. Monthly Fee. A Monthly fee may be initiated immediately upon beginning development.
   3. Invoices shall be submitted to the customer each month. Payment of invoice is due ten (10) business days from receipt. A finance charge of 2% per month on the unpaid amount of an invoice, or the maximum amount permissible by law, shall be charged on past due accounts. Payments shall thereafter be applied first to accrued interest and then to the principal unpaid balance. Customer shall also be liable for all attorney and collection fees arising from efforts to collect any unpaid balance of Your account(s).
2. Description of Service & Hosting Terms. Our product is a customized website configured through WordPress Multisite and hosted by Us. Upon payment of the Initial Fee, We shall set up and customize the website for the Customer as per specifications. After initial customization is complete and the site has been moved to public use, You will update and manage the content of their website through Your WordPress administrative dashboard.
3. Additional Services.
   1. Additional Services Agreement. The total sum of this Agreement shall consist of initial development and ongoing hosting of Your website. To request other services, please contact Us for a separate consulting agreement.
   2. Content Export Fee. We agree to host the website and the domain at Your request. In cases where you would like to host the website and the domain in a different location, We charge an additional fee of Two Hundred Dollars ($200) for the export of website content to the new location.
4. Term and Auto Renewal.
   1. Unless renewed, this Agreement shall expire at midnight at one year from the Start Date.
   2. Auto-Renew. This agreement shall renew automatically one year from the Start Date unless proper notice of non-renewal is provided thirty (30) days prior to the expiration of this agreement.
5. Limitations of Use. The content and use of the website shall not be used in the following manner:
   1. Intellectual property. You agree to not use the website to transmit the intellectual property of others and agree that no material You post on the website is in violation of the intellectual property rights of another.
   2. Spamming or intentional misuse. You agree to not use the website or its content for spam, adsense, or any other form of internet or email mass marketing.
   3. No adult or offensive material. You agree to not post content that is vulgar, obscene, pornographic, threatening, abusive, defamatory, libelous, or invasive of another’s privacy.
   4. Accurate Contact information. You agree to maintain current and accurate contact information with Us on an ongoing basis.
6. Termination
   1. Termination for breach. In cases where this Agreement is breached due to nonpayment for services rendered pursuant to this Agreement or any Additional Services Agreement as outlined in section 3 of this Agreement, We reserve the right to discontinue all services in regards to the hosting or development of the website. Furthermore, We make no warranties as to the effective storage or transfer of web content to You in such an event.
   2. Termination for policy violation. For cases in which You are in violation of the “Limitations of Use” specified in section 5 of this agreement, We reserve the right to UNILATERALLY terminate this Agreement IMMEDIATELY upon furnishing notice to You. In such an event, We make no warranty as to the safety, security or ongoing maintenance of Your web content.
7. Limitations of Liability and Disclaimer of Warranties.
   1. Limitations of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE MAXIMUM REMEDY AVAILABLE TO THE CUSTOMER UNDER THIS AGREEMENT IS THE RECOVERY OF THE TOTAL AMOUNT PAID BY CUSTOMER TO THE COMPANY UNDER THIS AGREEMENT, IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY. TO THE EXTENT THAT SUCH A DISCLAIMER IS FORBIDDEN UNDER EXISTING COMMERCIAL LAW, THEN THE LIMITATIONS ON DAMAGES SHALL BE TO THE MAXIMUM EXTENT PERMISSIBLE UNDER EXISTING LAW.
   2. Warranty of Services. Services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy, value, or ascetic superiority of any web site, customized website or hosting service.
   3. Independent Contractor. This Agreement shall not render US an employee, partner, or joint venturer with You for any purpose.
8. Indemnification You agree to indemnify Us and hold harmless from and against any and all claims, losses, expenses, demands or liabilities, including attorneys’ fees and costs, incurred by Us in connection with any claim by a third party (including any intellectual property claim) arising out of (i) materials and content you submit to, post to or transmit to your customized website, or (ii) your use of our Services in violation of this Agreement or in violation of any applicable law. You further agree to indemnify and hold Us harmless from any claim arising from a third party’s use of information or materials of any kind that you submit to, post to or transmit to your customized website,
9. Representations and Warranties
   1. Service interruptions. We will ensure 99% website uptime for a given month. Scheduled maintenance time of less than five hours each month will not be counted towards the downtime guarantee.
   2. Maintenance and upgrades. You will receive ongoing updates to Your website, in the form of WordPress updates, plugin updates, theme updates, or other, as such updates are released by Us. We reserve the right to determine the timing of any scheduled updates.
   3. Proprietary Information. We maintain no rights or interests in Your Intellectual Property, and warrant that we shall not display, transmit, employ or misappropriate any of your Intellectual Property in a manner inconsistent with Agreement. We maintain no intellectual property rights in any graphics, logos or images generated for You pursuant to this agreement.
   4. No responsibilities on email, rerouting, etc. post termination. Upon termination of this agreement, You have thirty (30) days to request the forwarding of all web, mail and domain content to a new location. At the close of that period, We are no longer responsible for any email forwarding, domain name forwarding, URL forwarding, redirecting or any other content forwarding or content storage.
   5. Third party warranties. The parties each warrant to the other that: (i) we have the power, authority and legal right to enter into this Agreement; and (ii) we have the power, authority and legal right to perform our obligations under this Agreement.
   6. Transfer of domain for free upon request. We warrant that We shall transfer the domain of your website to another location at Your request.
10. Binding Arbitration and Choice of Law. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association, at the option of either party,
11. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.
12. Governing Law. This Agreement shall be governed in all aspects by the laws of the United States of America and by the laws of the Commonwealth of Virginia.