Terms of Service
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) or 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 the 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.
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 TOU at:
http://commercialgrade.com/tos.html
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, 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 herafter as "CMS") is provided "as is" and only as part of our hosting service. CMS assists our clients in keeping their own websites up-to-date and is leaveraged during support/development to get the job done as quickly and inexpensively as possible.
4 LIMITATIONS OF SERVICE
CGS reserves the right to refuse to build websites outside of our target audience. Controversial, political, illegal, offensive, abusive, distructive, porn, drug, anarchist, racist, hacker, etc. websites fall outside of our charter, as they may directly or indirectly taint the reputation of CGS and its associated clients.
Transmission, storage or presentation of any information, data or material in violation of any United States Federal, State or City law is prohibited. This includes, but is not limited to: copyrighted material, material that is threatening or obscene, material that is considered "adult only" content, material potentially construed as offensive, material which encourages discrimination, pirated software, pirated MP3 files, pirated movies, hacking programs, hacking information, terrorist related information, warez sites, pornographic, spamming, material protected by trade secrets or other statutes, or 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. Accounts terminated due to policy violations will not be refunded. Violation of indecency and obscenity laws can result in criminal penalties.
CGS is not an Internet provider and cannot provide access to the Internet. CGS is not a legal firm and cannot give legal advice. CGS is not a business consultation center and cannot give advice on the likely success of a business venture. CGS does not repair computers and cannot maintain or support our client's computers. CGS is not a personal computer training company and cannot provide training on how to use your computer. CGS assumes client is capable of basic computer tasks necessary to maintain their website. CGS cannot see into the future and therefore cannot build websites compatible with browsers not yet built. (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.
5 CLIENT OBLIGATIONS AND RIGHTS
Client understands that CGS is being contracted to assist in the layout, design and/or development of their web site. Clients generally purchase a web site design "package" which is limited in the number of meetings and time CGS will spend on your web site. Web sites can easily be completed within the package quoted provided: client does not change the nature of the web site substantially, client sticks to major design and layout decisions, client works with CGS with timely responses, courteous interaction, and availability for scheduled meetings (either via phone or in person).
Client understands that they may drive up the cost of an estimate or quote by: changing the nature of a web site (like from a simple site to an e-commerce web site), failing to decide a substantive issue, changing ones mind repeatedly on a substantive issue, changing the color scheme late in the process (initially we encourage it), changing the layout late in the design process (initially we expect it), only indicating what they don't like (it is best to find sites you like and design towards that general direction).
If changes or work will cost more you will generally be told at that time, why it is outside of the original quote and why. Such changes are generally billed either as a larger design package or as hourly Advanced Support, which ever is more adventageous to you.
Client is expected to have reasonable computer skills and be able to do things such as locating files in their hard drive and uploading files to the Internet. Inability to work your computer can be worked around by simply requesting CGS make changes and will be billed as Advanced Support.
Clients must install and keep up-to-date effective anti-virus software on all computers used to log into their website. Client must use current and patched operating systems with the most current and patched browsers. This is to protect both their site visitors from "hackers" stealing their identity and making changes on the site and/or securing the list of registered website user's information. Clients alone bare full responsibility towards protecting their login and all legal consequences from the release of website member information. Client agrees release of member information will be assumed to be due to a breach of security on the client's computer.
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.
Clients agree not to release their website visitors' information to a third party without their expressed permission. Clients take full responsibility for storage of all information on the Internet and will not store information which is protected by law, such as Social Security Number, medical records and credit card numbers. Any e-mail blasts require compliance with current anti-spam laws, which include the ability of their website's visitors to opt-out of e-mailings.
Any pictures of person/persons included in your website must be covered by a Photo Release. Customer agrees to compensate models, obtain a signed photo release from each individual portrayed in its website, maintain an archive of releases and to hold CGS blameless for any actions resulting from failure to obtain photo releases, etc.
Materials provided by the customer for inclusion in a website may be subject to United States or other copyright laws, or laws protecting trademarks, trade secrets or proprietary information. Customer is responsible for insuring all materials, graphic or written, meet all legal requirements. 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. CGS reserves the right to immediately shut down any site displaying or using materials whose ownership or copyright is in dispute.
Clients are solely responsible for the content of their websites and compliance with applicable laws. Such laws include, but are not limited to, copyright laws, privacy laws, and all Internet related laws. Clients are responsible for checking their website from time to time to insure ongoing compliance. Client agrees CGS provides the method of achieving client goals, not guidance on or guaranteed compliance with existing laws. Clients are aware that all feedback forms, on-line applications, etc, which are delivered via e-mail, are inherently subject to eavesdropping, due to the nature of the e-mail technology itself. CGS recommends not collecting any identifying information via such forms, which may violate existing laws. CGS act under the technical direction of our clients, leaving compliance with any laws to our clients and their lawyers. Client accepts sole responsibility for any legal action brought about by such technologies.
Clients agree not to use CGS technology to defame, spam, flame, mail bomb, phish, scam or send unsolicited email messages.
Clients agree that any misrepresentation of themselves, their purposes, their title within an organization or their relationship to other entities (groups, persons, companies or organizations) in any way shape or form shall constitute a breach of contract which immediately ends all obligations towards such a client, including but not limited to development, hosting and domain management. We reserve the right to disclose the details of such a violation with all interested parties, including law enforcement.
Clients agree to be treat CGS employees in a respectful, polite, professional manner and to keep meetings "positive" and productive. Client agrees not to complain about policies contained withing this agreement which they already agreed to as "fair." Client agrees to not undermine, slander, libel, threaten, cause harm to or use abusive or profane language against or in the presence of any CGS employee or client thereof. In addition to immediate termination of client's contract such conduct may also violate civil and criminal laws and will be prosecuted to the fullest extent of the law.
Clients own their data. The User and Product Managers can export data to Excel spreadsheets. Only some clients own 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.
Feedback forms, submission forms, carts and any interactive content which delivers results to you or a client via email is inherently unreliable due to spam related issues. Clients accept this limitation without recourse.
6 DOMAINS, E-MAIL & MANAGEMENT
Clients are responsible for renewing their domains and e-mail services. CGS Management is a feature whereby domains are transferred to CGS so that domains and services can be automatically renewed and billed to client along with their hosting charges, for their convenience. CGS generally does not charge for this service or does so at minimal markup. Clients are responsible for insuring their domains do not expire by 1) recording the expiration date of each domain using any whois lookup on the Internet (or by calling CGS for assistance) and 2) double-checking that before the domain expires CGS has actually renewed all domains and services managed by CGS.
Domains purchased specifically for a client (and paid for by a client) belong to that client and may be transferred provided all fees for services are paid in full. We may allow transfer of domains if hosting is the only charge left unpaid.(4)
7 WEBSITE DESIGN
In the first meeting we sit down with you and layout the menus, select colors and develop the general look and feel of your new website. At the end of this meeting your website will be roughed out and you can add/edit most content yourself.
Layout and design meetings take no longer than three hours. No partial credit will be issued for time not used during these meetings. We recommend not scheduling one if you do not have time to use the entire meeting.
We generally schedule the second meeting one week later (or as schedules permit), in order to give you time to reflect on the site and what changes you need. In our second meeting we stylize the changes you have made and complete the setup phase. Your website should be about 85-95% complete, although many clients consider their websites completed. Due to the fact that our time is spent at your direction, websites are not guaranteed "perfect and bug free" at this point. Layout and design meetings place our time and resources at your command, to make as much of your vision come about in the time allotted.
There are no charges for use of the CMS (Content Management System) to make minor changes when a client logs in and: edits a web pages, uploads files, updates galleries, updates event calendars, update visitor profiles, catalogs, etc. Some clients find it easier to have us make the changes for them.
Design changes after initial website setup are available through Advanced Support.
Clients are expected to get back to us promptly when requests are made concerning the building of a website, such as the promise by a client that they have pictures integral to the layout work. Failure to assist us to do our job over 30 days will automatically launch or close a website, at our sole discretion. This is to prevent websites from "stalling." If we close your website due to lack of cooperation we will always refund all money not spent on domains, emails or services already used/and/or purchased.
8 FREE SUPPORT
As a courtesy we offer clients fifteen minutes of free assistance every month provided: support requests are submitted through our submission form on-line (or just e-mail us), only: password resets, training you how to editing/updating web pages, adding links, reviewing your graphical usage statistics and making minor changes are covered, and assisting you takes no more than fifteen minutes of our time per month. Free support resets at the first of each month. You must be available for a callback from us up to four hours following a request, just in case we are in the middle of a meeting. Free support is limited to one incident per month.
9 ADVANCED SUPPORT
Sometimes you just need a professional to get the job done right. That's where Advanced Support comes in. Calling us directly, pre-arranged appointments, or any issue not listed above makes Free Support into Advanced (billable) Support. (This structure is not designed as a "trap" but rather as a way of giving you free support on common beginner issues while still getting paid for our time so that we can continue to give our clients high quality support services at reasonable pricing.) Advanced Support is billed in quarter hour increments. So what if "Free Support" takes 20 minutes? The first 15 are free. The next 5 is billed as a single 15 minute increment which means you will see a charge for $12.25 on your next monthly bill. Is this fair? Yes. We are giving you 15 minutes free support before we even start charging. That's more than fair.
We provide professional design and development services with considerably extensive knowledge and experience in: Photoshop™, Flash™ animation work, PHP programming, search engine optimization, database design, consulting and more. Other companies charge hourly for these services, at twice the rate and sometimes don't even have a clue.
If you are a local business and need us to come to you, we are available at $17.25/quarter hour. Saturdays appointments cost the same. Sunday's "emergency" work is available at double our normal rate.
10 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.
10.5 CANCELLATION/SUSPENSION OF HOSTING
Client has the right to cancel hosting at any time. Web sites designed by CGS are the property of the client. Client will need to host with some other company. CGS will assist client in moving domains into client's name. (CGS does not manage domains which we do not host) CGS recommends transferring weeks before hosting is over to insure your site is up and running at its new location without interruption.
Ending hosting will immediately impact visitors:
- The web site will appear to be down because our servers no longer shell out your web pages.
Hosting with a new company will mean:
- Catalogs & searches will no longer be interactive
- Shopping Carts & Credit Card processing will not work
- Galleries will likely no longer work
- Feedback Forms will no longer work
- Article searches will no longer work
- Calendars will no longer work
- In general, all interactive content will need to be re-programmed for the new hosting system or removed from your web site.
Ending hosting will prevent web site owners from being able to:
- Easily editing web pages using "Browser-based editing"
- Easily moving files to/from the web site using File Manager
- Easily editing categories using the Category Manager
- Easily editing products, pricing, inventory, etc using the Product Manager, etc.
- Easily editing Articles
- Easily manage visitors/dealers/distributors/etc using the User Manager
- View viewing usage statistics and graphs
- Obtain Technical support and guidance (we do not support sites we do not host)
- In general, easily logging into your web site and quickly making changes will not be possible unless the new hosting company supports it with their technology. Try it before you buy! Many companies claim ease-of-use but few deliver. Many require multiple logins, expensive software or limited capabilities.
Before your hosting with us ends we recommend you:
- Arrange for another hosting company to begin hosting services
- Use HTTrack Website Copier (Google it) or another "Site Ripping Software" package to rip the content of your web site.
Be aware that all Source code and proprietary internal database design structure and programming techniques are the sole property of CGS and are never released with a site. (Work billed as "Work for Hire" is released but without the CMS Core.)
11 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!
12 REFUND POLICY
Clients have no commitment or responsibility to complete a website and are free to host their project elsewhere at any time, even during the development process. However, clients agree that services, domain fees, set up charges, fees, support, etc. are nonrefundable. This is because resources (time and money) have been spent at your request and must be paid in full. Generally CGS refunds any labor not used.
13 VERBAL AGREEMENTS
Our memory is as bad as yours. All substantial agreements must be made in writing. E-Mail is sufficient.
14 BILLING & PAYMENT TERMS
All invoices must be paid in full by the invoiced due date or the account will be considered delinquent. All delinquent accounts may be assessed a $25 charge or 5% penalty for each month of non-payment until balance is paid in full or services are canceled. If two consecutive invoices are not paid the account will be considered "cancelled" 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) may 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.Clients are responsible for keeping their billing address up-to-date. 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.
15 PRICING CHANGES
16 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 Page X" button (located on the page they wish to edit), make simple changes, and click "Save." In our opinion it does not get any easier and therefore is "easy to edit over old technology or websites which users cannot edit at all."
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.
Client can, however, make many changes with relative ease, limited always to the editing technology as provided through Internet Explorer.
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 Advanced Support will be necessary to make changes to the website.
Complex Word™ documents, Javascript, 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.
17 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.
18 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, expenses, damages and costs, including reasonable attorneys' fees, resulting from: loss of services (either due to scheduled maintenance or outside of our control), 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.
18 DISCLAIMER
CGS makes no warranties of any kind, expressed or implied for the services it provides. This includes loss of data resulting from delays, non-delivery of services, wrong delivery of services, and any service interruptions caused by CGS or its employees.CGS is not responsible for any damages your business may suffer as a result of bugs, interruptions, data loss and errors.