Terms of Service

The purpose of this agreement is "full disclosure" in an attempt to make clear our policies, services and limitations. 
We apologize that it is so legalistic but lawyers run the world these days, not common sense.

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.  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.  CGS shall be the sole arbiter of what constitutes a violation of a term of service.  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 say you are showing porn 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 mis-understanding with a client which we think needs to be made clearer for others.]

3. COMPANY CHARTER
CGS provides website design, hosting and support services to businesses, churches and community organizations.  We offer our expertise in professional website layout, Photoshop™, Flash™ animations, search engine optimization (SEO), programming, and hosting in order to communicate our client's vision and services over the Internet.  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.  

4. WEBSITE DESIGN PROCESS
Staying within the quoted price of your website design requires you to A) Be available (in person or over the phone) for the three major design meetings and for any questions we might have B) Agree to the basic layout, color scheme and submit most content in the first "Information Gathering" meeting. C) Review the design in the second "Review" meeting, offering positive, helpful direction on what you would like done before final release of the website. D) Provide feedback and all information before the last "Release" meeting. E) Review the website with us during the "Release" meeting, offering final "tweaks" necessary and release the website for public viewing. At this time we will also build your sitemap and submit the website to major search engines.

5. FREE SUPPORT
As a courtesy we offer clients fifteen minutes of free assistance every month provided, with up to one month roll-over.  Free support includes reminders how to log in, resetting passwords, adding web pages (provided text is e-mailed to us), adding products, adding links, as well as review of graphical statistics information.  We are generous with our free support.

6. ADVANCED SUPPORT
Advanced Support includes: re-design of an existing website, change of layout or structure, adding or modifying submission forms, modifying custom code, advanced consulting, programming, Photoshop™ work, Flash™ animations, Video productions, Inventory imports, database work, re-design work, extended support, extended SEO and extended training.  Generally few website require this option and you will be notified in advance to incurring any charges. 

Advanced support is charged in 15 minute increments at the current rate of $75/hour.  ($65/hour if you go over 3 hours per month)

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.

8. DOMAINS, E-MAIL & MANAGEMENT
Domains are your website address which people type into a browser to bring up your website.

You purchase domains 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 anyone.

Often times we are asked to manage domains for clients so that they can pay all website services in one bill.  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, e-mail or lost revenue should domain renewal fail for any reason. We suggest you double-check the expiration of the domain from time to time.  We urge you to check e-mail services from time to time as well, in accordance to its value to 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.

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.)

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 PCI compliance against 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.

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, 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. 

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 misprepresent 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.

12. LIMITATIONS OF SERVICE
As CGS is a business-oriented website design company we reserves the right to refuse to build websites outside of our target audience. We do not do websites which we deem controversial, political, illegal, offensive, abusive, destructive, pornographic, pushing drugs, anarchist, racist, assisting hackers, etc. as they fall outside of our charter and may directly or indirectly taint the reputation of CGS and its associated clients.

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.  Why?  The combination of many operating systems (XP, Vista, Linux, etc), browsers (Internet Explorer, Firefox, Opra, etc) and web pages makes testing very expensive and can take loads of time.  A $12 change might cost hundreds if you order us to "test with all browsers." but only $12 if you check it yourself! In order to control your costs we always assume you mean "with minimal testing because I (the client) will thoroughly test it."

You can cancel the design process at any time for a refund, minus our expenses (cost of media, external domains, hours of work completed, etc.) Prepaid hosting is non-refundable as a condition of the generous discount in hosting.

Clients are under no obligation to host with CGS but will loose all functionality connected to our CMS.

16. CANCELLATION/SUSPENSION OF HOSTING
The design of the website belongs to you, the client. Clients have the right to cancel hosting at any time, moving to another company.

Remember that without a hosting provider your website will appear down.  Member login, catalog, gallery, cart, feedback forms, etc may no longer work with a new provider until they re-build it using their hosting system.  This often takes time.  To avoid interruption of services you should arrange a new hosting provider ahead of cancelation. 

Member information and products can be exported to Excel spreadsheet compatible format.  Your pages and design can be obtained using HTTrack Website Copier (Google it) or another "Site Ripping Software" package to rip the content of your web site.  This must be done before the website comes down.  Any "work for hire" programming performed specifically for your website may also be yours as well. 

CGS will assist client in moving domains into client's name free of charge.

CGS does not manage domains which we do not host.

17. VERBAL AGREEMENTS
Our memory is as bad as yours.  In order to be fair any substantial agreements must be made in writing.  E-Mail is sufficient.  It only takes two seconds and creates a nice trail we can all follow later. (E-mail also helps us make sure we make it happen.)

You can save up to 20% on hosting by pre-paying a year ahead of time. (As long as it actually saves paperwork.)

All invoices must be paid in full by the invoiced due date or the account will be considered delinquent.  All delinquent accounts will be assessed a $25 charge or 5% penalty (whichever is greater) for each month of non-payment until balance is paid in full.  If two consecutive invoices are not paid in full the account will be considered "canceled" automatically and the website will be disabled immediately, requiring a re-activation fee of $100 per website to reactivate.  Delinquent accounts (accounts with an unpaid balance) will not receive website management and consulting services, including automatic domain renewal.  CGS reserves the right to remove or make unattainable any website, domains, materials, code, etc. of a delinquent account until full payment is received. 

Invoices and notifications will be sent to the contact information provided by the Client.  Client is responsible for keeping this contact information correct and up-to-date.  Client agrees notifications sent to the mailing or e-mail address on file constitutes reasonable assurance client has been notified.  Check your spam filters! 

Client is responsible for any fees it causes Commercial Grade Software, Inc. through its own fault, such as a bounced check, plus a $25 fee.  CGS shall be entitled to reasonable legal fees in the event the services of an attorney or collection agency become necessary.

Clients will be given a 30 day notice prior to the change of any services or fees.  Generally changes will occur towards the beginning of each year.

19. EASY TO EDIT
Any claims by CGS that editing is "easy" is to be consider a subjective opinion by CGS.

In the early days of the Internet editing your own website required FrontPage™ or DreamWeaver™ and knowledge of FTP and related technology.  Many systems today still offer huge control panels which most users don't have a clue what to do with.  

CGS CMS means that by simply logging in (to your own site using Internet Explorer 7.0 or higher) our clients are able to click any "Edit Article" button (located on the page they wish to edit), make simple changes, and click "Save." 

CGS in no way claims that all clients will be able to edit their pages to anything they can envision.  This is primarily a limitation of the client's abilities.  Clients with limited knowledge of HTML should expect to use Advanced Support for any and all changes to the website. 

Editing allows clients to: format text, add titles, modify paragraphs, modify number lists, link to other pages, bold text, underline text, underscore text, add images, and do basic formatting to some degree.  Editor can switch to HTML mode so that client can study the HTML produced and make up for any deficiencies in the editing technology, which is produced by Microsoft.  Again, due to limited client knowledge of HTML most clients should expect Free or Advanced Support may be necessary to make some changes to the website.

Complex Word™ documents, , ActiveX controls, objects, etc are not supported due to security concerns. 

Word™ documents can be made into a web page.  Open your Word document and select all text.  Copy to clipboard.  Now open WordPad and paste from clipboard.  Now select the text in WordPad and paste into the Edit screen of your website.  Remember Advanced Support is available to assist you in this process.  Once a page is imported into the website it is generally easier to edit the page, not the original Word™ document.

Images referenced in web pages must first be uploaded using our "File Manager". 

Catalogs give you access to our category and product managers, where you can edit products, pricing, upload pictures and more. 

20. TRAFFIC GUIDELINES
Client can easily view site statistics by logging in and clicking the Usage link in the upper right of most sites.  Sites which exceed maximum traffic for the current plan will be automatically upgraded to the next hosting plan until average traffic drops back to normal levels for a minimum of one month.  A correction bill will be issued should your plan require an automatic upgrade.  Customer has the option to cancel hosting or pay this revised bill within 30 days.  Any traffic which brings our servers to a stand still may result in immediate suspension of hosting services without notice, until the cause can be determined and corrected.  Customer agrees not to hold Commercial Grade Software, Inc. liable for any direct or indirect losses which may result.  Minimum hosting plan is 1 Gigabyte per month and is sufficient for most web sites.

21. LIMITATION ON LIABILITY; EXCLUSION OF CONSEQUENTIAL DAMAGES; NO WARRANTY
Customer agrees to indemnify, defend and hold harmless, Commercial Grade Software, Inc., its subsidiaries and other affiliated companies, its officers, directors, employees and agents from and against all claims, losses of any kind, expenses, damages and costs, including reasonable attorneys' fees, resulting from: loss of services (client agrees to check important services as often as necessary to prevent losses due to loss of service), any violation of this Terms of Use, software flaws (either caused by Commercial Grade Software, Inc. or a third party), hardware failure, hacking, abuse, Acts of God, fraud and any losses resulting directly or indirectly as a result of system design or changes. 

IN ANY AND ALL EVENTS, CUSTOMER AGREES TO LIMIT THE CUMULATIVE LIABILITY OF COMMERCIAL GRADE SOFTWARE, INC., ITS SUBSIDIARIES, OTHER AFFILIATED COMPANIES, ITS OFFICERS, DIRECTORS AND EMPLOYEES TO THE AMOUNT PAID FOR PRODUCTS AND SERVICES RENDERED IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS.

Customer agrees to defend Commercial Grade Software, Inc., its subsidiaries and other affiliated companies, its officers, directors, employees and agents from third party lawsuits and is explicitly forbidden from guaranteeing to anyone uninterrupted services.  Although we strive for 100% up-time, any number of failures outside our control may cause an outage.

All code is presented "as is," without warranty. 

Client alone is responsible for compensating models, obtain a signed photo release from each individual portrayed in its website, maintain an archive of releases, etc.   Client holds CGS blameless for any actions resulting from failure to obtain photo releases, etc.

Clients alone bare full responsibility towards protecting their username and password, and all legal consequences from the release of website member information. 

CGS cannot guarantee that logos and artwork designed for client does not infringe on preexisting or trademarked material from other entities. Consult an attorney before using logos or artwork. Customer agrees to immediately inform Commercial Grade Software, Inc. of any violations and to hold Commercial Grade Software, Inc. blameless for any infringements.

22. LIMITATION OF SERVICES OFFERED
CGS not provide Internet access, legal advice, advice on the likely success of a business venture, computer repair, etc.  CGS cannot see into the future and therefore cannot build websites compatible with browsers not yet built. CGS cannot guarantee search engine placement.  CGS cannot guarantee or promise increase in sales for any reason.  (By default our websites are built to be compatible with as many commonly in-use browsers as possible when the site was designed and to degrade as elegantly as possible in all other browsers, with usability dropping off sharply as the popularity of the browser declines.) Any advice given by CGS employees in any of these matters is to be considered an opinion which should always be verified with a professional.