- Your Warren Ohio Website Design Specialists

Commercial Website Design, Linux Server Management, PHP Development, E-Commerce & Integrations

330-856-1965
 - Your Warren Ohio Website Design Specialists
 

Terms of Service

Please review the following terms carefully
By using our services you are agreeing to comply with and be bound by the following terms of use. 
If you do not agree to these terms, you should not obtain services or products from our company. 
Last updated March 6, 2016.


1. ACCEPTANCE OF TERMS

Commercial Grade Software, Inc (referred to hereafter as "CGS") provides design, hosting (which includes the use of our proprietary Content Management System)  and advanced support services (referred to hereafter as "our Services") subject to the following Terms of Service ("TOS"). By using our Services in any way, you are agreeing to comply with this TOS. In addition, when using particular services, you agree to abide by any applicable posted guidelines, which may change from time to time without specific notice to you.  Should you object to any term or condition of the TOS, any guidelines, or any subsequent modifications thereto or become dissatisfied with CGS in any way, your only recourse is to immediately discontinue use of CGS hosting and services.  Violation of any condition may result in the immediate suspension of services, at our discretion.  CGS has the right, but is not obligated, to strictly enforce the TOS. [Translation: If we build you a dog accessories website and you turn it into a porn site we can close the website and all you can do is go elsewhere because that is not what we do. You agree that WE make the call, not you.]

2. MODIFICATIONS TO THIS AGREEMENT

CGS reserves the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at anytime.  Such modifications shall become effective immediately upon the posting thereof. You must review this agreement on a regular basis to keep yourself apprised of any changes. You can find the most recent version of the TOS at: http://commercialgrade.com/tos.html [Translation: We can change this if we run into a misunderstanding with a client which we think needs to be made clearer for others.]

3. COMPANY CHARTER 

CGS provides the website design, hosting and support services required to build incredibly awesome websites at the direction of our clients.  We offer our expertise in professional website layout, Photoshopâ„¢, Flashâ„¢ animations, search engine optimization (SEO), programming, security, and hosting in order to build our client's vision on-line.  CGS is a "high end" website development company and charges for all services provided.  Hosting is prepaid at a minimum of three months.  All support is charged in quarter hour increments.  On-site support is available and includes travel time and is rounded up to the nearest hour.

4. WEBSITE DESIGN PROCESS

We quote and build your initial website and modifications are usually billed hourly thereafter.  

5. ADVANCED SUPPORT

Advanced Support is billed in fifteen minute increments and includes any work performed on your website.

Advanced support is charged in 15 minute increments.  Call for current rates.

6. CLIENT OWNERSHIP OF CUSTOM CODE (Advanced websites only)

By default code is developed for your company and becomes the property of your company.  This is called "work for hire" and should you leave CGS hosting you have a right to any code developed for you.  Such code will usually reside in the main directory of your website.  So if your domain is "YourDoman.com" we usually place such custom code in YourDomain.com/customCode.html.

The exception to this rule is code which is so intertwined with our "core" content management system that separating it would either break your code or break the "core."  

Our "core" technologies, developed and maintained by CGS since 2003 represent a massive investment which clients benefit from without having to develop this framework from scratch.  It includes features such as: "User Manager", "Product Manager", "Category Manager", etc.  The "core" usually appears as a "common" subdirectory in your website such as YourDomain.com/common/*  where * can be any subdirectory or file.  So Your Domain.com/common/users/ is part of the "core" called "User Manager."  YourDomain.com/common/products/ is the "Product Manager."  All of this (and much more behind the scenes such as libraries and data structures) are owned and maintained by CGS. 

Clients can also request adjustments to our "core" technologies, which are billed as Advanced Support.  Adjustments can save our clients a great deal of money over developing their own solution from scratch.  If an adjustment is a good idea towards improving the core as a whole we may, at our discretion, waive all or part of the development costs.  By default "core" adjustments and resulting maintenance is the responsibility of the client which made the request.

Sometimes clients have a "great idea" which normally might become an adjustment to our "core" but they wish to have exclusive use of that code.  To do this clients must 1) request and obtain agreement by CGS to be granted exclusive rights to the adjustment to the "core" in advance of the the changes and 2) pay for all development and maintenance.  Not all such requests are possible due to technical difficulty in splitting out changes from the "core" but we will if we reasonable can.  The reason for this is that the idea to be protected must be quantified in such a way to leave no misunderstanding on what CGS is cannot add to the core later down the road.  Preventing our core from adding a custom screen for internal use is no problem but preventing it from a common task we have not yet added is.

In any and all events, "work for hire" and "adjustments" to the core in no way relinquish exclusive and complete ownership of the "core" by CGS.  In any and all events, "work for hire" and "adjustments" in no way limit the growth of the "core" into solving similar solutions through independent work paid for by other clients or CGS. (Unless we agree otherwise in writing just because we build something for you does not mean CGS cannot build a similar solution for someone else.  This is what our company does.  We build software to solve problems.) 

7. HOSTING

As people access your website there needs to be a server which shells out the pages to them.  This is called "Hosting" and is a standard re-occurring charge/cost of owning a website.  Without hosting no one can see your website.

Clients can host their websites anywhere they choose and at any time but understand that editing of dynamic content must be taken over by their new hosting provider. CGS is under no obligation to renew host services after paid-for services have expired. Pre-paid hosting is considered consumed as a block and therefore non-refundable once part of the hosting has started to be used.  Hosting is a pre-paid service and can be suspended immediately upon failure to pay invoice by due date.  Clients who regularly pay invoices on time can expect a second notice before services are suspended.  (See BILLING & PAYMENT TERMS for re-activation fee.)

For security reasons we do not outsource our web servers to inexpensive shared hosting companies.  Our exclusive Content Management System (referred to hereafter as "CMS") is provided "as is" and only as part of our hosting service.  

8. DOMAINS, E-MAIL & MANAGEMENT

Domains are the website address which people type into a browser to bring up your website.  They are purchased through Registrars.

Registrars often provide other services, such as professional e-mail boxes: i.e.  Sales@yourdomain.com  We invite you to purchase your domain and e-mail service through any Registrar.

Often times we are asked to manage domains for clients so that they can pay all website related costs through us, in a single invoice.  We call this "Domain Management."

We provide "Domain Management" as a courtesy on the condition we are not libel for the speculative value of the domain, replacement cost of purchasing a lost domain, lost e-mails nor lost revenue should domain renewal fail for any reason. Any valuable domain should always be managed by you alone.  We further suggest you perform a "whois" on your domain from time to time to insure your domains are being renewed correctly.  We urge you to check e-mail services from time to time as well, in accordance with the value of your business. 

Domains purchased specifically for a client (and paid for by a client) belong to that client and will be transferred to any client at any time, provided all fees for services are paid in full. We will unlock domains, provide unlock codes and assist in the transfer process free of charge but it is your responsibility to insure final transfer takes place, either to yourself or the third party of your choice. 

9. CLIENT RIGHTS

Clients have a right to any and all domains purchased specifically for them.

Clients have a right to any design work performed by CGS.  ("WinHTTrack Website Copier" is an excellent way to copy your website to your computer at any time.  Clients have the right to use this software to pull a copy of their website at any time, including hosting elsewhere.) Client must request materials while hosting is active.

Clients have the right to copy and use all scripts developed for as "work for hire" but may not continue to use scripts and technologies which are part of our hosting platform. (It is common practice for the new hosting company to fix all broken scripts anyway. Feedback forms, for example, almost always have to be re-designed after a hosting platform change.)

Clients have a right to know their website is backed-up regularly with 1) mirrored hard drives 2) catastrophic weekly backups.

Clients have a right to regularly patched servers.

Clients have a right to know that all CGS technology is regularly scanned for vulnerabilities by a third party.  This assists in PCI compliance and helps prevent hacking.

Clients have a right to their data and can export member and product information.  

Clients have a right to code developed specifically as "work for hire." Such "work for hire" never includes database structures or code which they did not specifically pay for the development of, such as "core" CMS technology. 

Client rights do not include monetary compensation or punitive or speculative damages for violations of this agreement.  

10. CLIENT OBLIGATIONS

Clients are responsible to make sure that their billing address and contact information is up-to-date at all times to prevent a lapse in service, such as hosting, domain renewal and e-mail services.

Clients should keep track of their domain expiration, if their e-mail boxes are working, shopping cart is functioning, feedback form is working, etc. in proportion to its level of importance.

Client are reminded to obtaining a photo release for any pictures of person/persons included in your website.

Client is expected to have reasonable computer skills, Internet Explorer installed on their computer, and to have anti-virus software.  All software running on your computer should be patch/updated regularly.

Client is responsible for all materials provided for inclusion in a website.  Client is responsible for all materials subject to United States or other copyright laws, or laws protecting trademarks, trade secrets or proprietary information. Client is responsible for insuring all materials, graphic or written, meet all legal requirements.  Please be aware there are many laws with which you must comply, including, but are not limited to, copyright laws, privacy laws, and all Internet related laws.

Client should be aware that e-mail is inherently unreliable and insecure, meaning that it is open to eavesdropping. 

Client gives CGS authorization to immediately shut down or remove content whose ownership or copyright is in dispute.

Clients agree to test their own websites, feedback forms, carts, catalogs, galleries, e-mail services, custom integrations, etc. from time to time, in accordance with the value it represents to your business. If it is critical that your feedback form works, for example, then it might be tested weekly or even daily. If it is less important you might test it monthly, etc.  Once reported client can expect a fix within a reasonable time frame, usually hours, sometimes days. 

Client has an obligation to cooperate with the building of the website, responding to requests for materials and making decisions within a reasonable period of time, not exceeding two weeks from date of request. Failure to respond can "stall" the development of a website. "Stalled" websites may, at CGS's sole discretion, either: 1) Force the release of a website "as is" or 2) Void the contract with CGS, granting a refund minus costs with any work performed to be charged at "Advanced Support" rates.

Client understands that all non-public transactions with and information disclosed to CGS by Client is considered confidential excepting in defense of public defamation of CGS's reputation. Public defamation implicitly gives CGS the right to publicly respond with otherwise confidential information insofar as it deems necessary to defend its good name. Sales information, methodology, website traffic etc is considered highly confidential and will never be disclosed to the outside parties without your consent. Full protection of intellectual property must be specifically enumerated in writing and agreed upon by CGS in order to be fully binding as it makes it easier for us to identify information which must not be disclosed.

11. CLIENT BREACH OF CONTRACT

Clients agree not to release or track prohibited information, such as Social Security numbers or credit card numbers, on their website.   If you feel the need to do this please contact us so that we can help you find a better solution.  Shopping carts, for examples, are specially designed to accept credit card numbers without ever storing them permanently on our servers.

Clients should remember that although our system collects e-mail and contact information of visitors, State and Federal laws may prohibit e-mail blasts which are not in compliance with current anti-spam laws.  Remember to allow users to opt-out.  Remember special requirements exist for users under 18 years of age.

Client agrees to the LIMITATION OF CONTENT.

Clients agree not to use CGS technology to defame, spam, flame, mail bomb, phish, scam or send unsolicited email messages. 

Client agrees to never use feedback forms to collect sensitive data such as SSN. 

Clients agree to never misrepresent who they are, either to CGS or to visitors of their website.

Clients agree to be treat CGS employees in a respectful, polite, professional manner.

Clients agree that any BREACH shall immediately terminate all obligations for CGS to host the website.  CGS shall be the sole arbiter of what constitutes a violation of a term of service.

12. LIMITATIONS OF SERVICE 

As CGS is a business-oriented website design, hosting, and development company.  With limited resources we regularly reject requests to develop websites due to time and resource constraints.  Our target clients, those whose websites we prefer to take, are: catalog, e-commerce, inventory control, nerdy scientific and ridiculously complex websites.  If your company falls outside of this list the chances are we will not agree to build you your website.

Our charter is to provide advanced websites to established business in industry, retail, etc. CGS may refuse any business outside this model, especially if your website is deemed outside the current capability of our resources at any given time.

13. LIMITATIONS OF CONTENT 

Although generally not a problem with most of our clients the lawyers insist we make clear that we do not permit the transmission, storage or presentation of any information, data or material in violation of any United States Federal, State or City law. This includes, but is not limited to: material which is copyrighted, threatening or obscene, "adult only", potentially construed as offensive, encouraging discrimination, assisting piracy, assisting hackers, hacking information, terrorist related, pornographic, spamming, protected by trade secrets or other statutes, or of a controversial/offensive subject matter. This includes the prohibition of pornography, sexually explicit content, sex-related merchandising. Furthermore, direct links to site containing or linking to adult content elsewhere also violates this TOS. This is also true for sites that promote any illegal activity, violence or content that may be damaging to our servers or any other server on the Internet. Links to such material are also prohibited. CGS will be the sole arbiter as to what constitutes a violation of this provision.

14. TESTING

Clients are responsible for testing their website from time to time to insure everything looks good and after changes, either by the client or CGS.  If you have a domain change, check it.  If you update a web page, read it carefully.  If a new browser comes out, review every page of your site. 

CGS does minimal testing after a change by default.  This is to control your costs and give you time to do the work yourself, saving you money.

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