DESIGN TERMS OF SERVICE AGREEMENT : CLICK ON ARTICLE TO VIEW SECTION
1.1 Overview of Agreement: This Terms of Service Agreement will establish and explain the terms and conditions on which STAR ADVERTISING, henceforth referred to as “STAR”, provides services. It is important that this document be thoroughly reviewed if the Client agrees to these terms and conditions.
(1.) This Agreement explains the important terms and conditions under which STAR shall operate and provide services to the client.
(2.) This Agreement also declares your consequent obligations as our Client in relation to the services.
(3.) By availing of the services of STAR, and by entering into this page, you as our Client, acknowledge that you have the legal personality and authority to enter into this Agreement and perform the obligations under this Agreement, acknowledge that you have read, understood, and agreed to be bound by all terms and conditions mentioned in this Agreement and agree to comply with any rules or policies established by STAR. This Agreement constitutes the exclusive agreement between the Client and STAR concerning your use of the service and shall supersede and govern all prior proposals or agreements made by any of our representatives.
(4.) STAR reserves the right to modify this Agreement at any time and without advance notice effective upon making the modified provisions available. Continued use of Services after any such changes shall constitute your consent to such changes.
1.2 Entire Agreement: This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to the subject of the Agreement.
1.3 Governing Law: This Agreement shall be interpreted and construed in accordance with the laws of the Untied States and specifically the State of Texas without regard to conflict of law principles.
1.4 Survival: Should this Agreement be terminated, any provisions of this Agreement that by their nature should survive termination of this Agreement, will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated.
2.1 Non-Exclusivity: The parties acknowledge that STAR provides access to and use of its non-exclusive services to multiple clients.
2.2 Estimate & Project Proposal:
(1) Original Design Construction: An original design project involves creating a new design for the Client, though it may be based on a previous design provided by the Client and contain some of the same content. For website projects, the Client will be billed 350/page for base programming and 150/hr for Original Design Construction creation, drafting, and revisions. If the website requires a complex coding structure or integrates complex or advanced features, project costs will be estimated based on the time required to design and build the code.
(2) Reconstruction & Design: A reconstruction project involves constructing an exact replica of a design provided by the Client. For website projects, this involves re-constructing the Client’s current website design and designing a more efficient programming code structure. The visual design remains the same. For website projects, reconstructions are billed at the base programming cost of 350/page. If the website has a complex coding structure, project costs will be estimated based on the time required to design and build the code.
(3) Upgrades: If a Reconstruction project is upgraded to an original design project, the Client will be billed at 150/hr for the development of the original design, which includes creative development, design revisions, and production. If this is a website project, this cost is in addition to the base programming cost per page of 350/page.
(4) Motion Animation: If a Client upgrades a mobile responsive website page to add motion animation, the cost for the upgrade is 75/page. If the Client adds motion animation to a mobile responsive desktop page, the animation will also be added to the tablet and mobile versions of the page, and the Client will incur the fees for the cost of adding the motion animation to the tablet and mobile page versions as these pages are integrated with the desktop version and are programmed simultaneously. Because of how the pages are constructed, it is not possible to upgrade a page for only the desktop version of the website, or only the mobile version of the website, or only the tablet version of the website. If a Client wants completely different page layouts for the desktop, mobile and tablet versions of a web page, the pages will have to be programmed separately, and the Client will be billed at 125/page version for page programming, and will incur additional hourly design fees depending on the work required.
(5) Billing: The initial estimate and the project proposal provided to the client is not a final bill, but is a starting point for the project. In addition to the initial estimate, project bills will include any changes made to the scope of the project, additions, upgrades, and modifications requested by the Client. Changes to the scope of the project made by the Client that create an increase in time required by STAR to complete the project will be billed to the Client at 150/hr. Fees and expenses shall be shown when the invoice is rendered.
(6) Expedited Projects: Expedited Projects may require a complete prepayment in order to promptly proceed with work and may include expediting fees.
2.3 Modifications: Modifications of this agreement must be written, except that the invoice may include, and the Client shall pay, fees or expenses that were orally authorized in order to progress promptly with the work. Any additional costs due to changes made to the scope of the project or due to additional expenses necessitated by the project will be billed to the Client’s method of payment on file in order to promptly proceed with work. Client understands that changes to the project will affect the estimated project completion schedule.
2.4 Warranty & Originality: STAR warrants and represents that to the best of our knowledge that design work created is original and has not been previously published, or that if it has been previously published, such as in the case of website templates, stock photography, etc., proper consent and licensing to use has been obtained. STAR warrants that the work prepared for Clients does not contain any scandalous, libelous, or unlawful material. This warranty does not extend to any uses that the Client or others may make of the product that may infringe upon the rights of others. Client expressly agrees that it will hold STAR harmless for all liability caused by the Client’s use or the use of others of STAR’s product to the extent such use infringes upon the rights of others.
2.5 Ownership & Credit Lines:
(1) Source Files: STAR will retain full ownership of all source files and all original artwork and may use the work in any form or fashion including but not limited to the promotion of STAR. If a copy of the source files is delivered to the Client, the Client’s ownership of the files is contingent on STAR being paid the full amount owed under this agreement.
(2) Website Launch: For website projects, upon completion of the website project, the Client shall pay the specified website launch fee in order to connect the website to the client’s domain name. If a file transfer is included, the fee to launch a website is a 350 min. This fee is determined by the size and complexity of the website and can increase based on those factors. If no file transfer is included, the Client will be billed at the hourly rate of 150/hr to connect the website with the domain name, re-program nameservers and SSL certificates, and complete any other technical things required to properly launch the website. STAR shall retain the right to use the work created by STAR for promotional purposes, which includes placing an industry standard “designed by” link to STAR’s website on the Client’s finished website design. If a Client has a balance due on their account at the time of the website launch, launching the website does not exempt the Client from paying their balance in full. The Client is responsible to make payments according to the arranged payment plan until the balance is paid in full. By agreeing to the terms of service, the Client pre-authorizes those payments. If the Client’s saved method of payment is not available, the Client agrees to provide a new method of payment to pay all outstanding balances and amounts owed in full.
2.6 Website Access and Web-hosting: If the Client is requesting technical changes to an existing website, the Client agrees to provide STAR with administrative access to their website’s web-hosting account. If STAR is creating an original design for the Client, STAR may at the discretion of STAR, provide web-hosting services to the Client.
2.7 Training Sessions: Training Sessions for the Client and/or the Client’s staff or any employees or members of their company to learn how to operate, administrate and edit any website designed by STAR will be billed at 150 per training session. Training Sessions that exceed 1 hr will be billed at the hourly rate for training sessions.
2.8 Website Plugins: The Client agrees to pay STAR 25 for each plugin that is programmed into the client’s website.
3.1 Payment Arrangements: All rates and prices quoted by STAR are in US Dollars for Clients in the US, and in GBP for Clients in the UK. STAR accepts payments in the form of ACH Bank Payments, Visa, and MasterCard. Client agrees to provide STAR with current billing and contact information and authorizes STAR to bill all account and related charges to the method of payment on file. Client is required to advise STAR of any changes in credit card or account information and provide a current method of payment.
3.2 Retainer: (1) Projects are billed in advance per each project milestone, and a prepaid project retainer is kept on file for each project milestone. The Client shall advance a retainer in the specified amount requested in order to proceed with the work. The Client is required to advise STAR of any changes in credit card or account information and provide a current method of payment.
(2) Additional costs due to changes made to the scope of the project, or due to additional expenses necessitated by the project, will be billed to the Client’s method of payment on file in order to promptly proceed with work. Client understands that changes to the project will affect the estimated project completion schedule.
3.3 Non-Contingency: Services are are provided on a best efforts basis based on our costs and production time. Client understands that STAR cannot guarantee sales benefits from the work, as such will still depend on the demand for the Client’s product or service, and many other factors beyond the control of STAR, including but not limited to the day to day operations and conduct of the Client’s business. Therefore, Client understands, agrees and accepts that payment is not contingent on the Client’s valuation of the product(s) or services provided by STAR.
3.4 Late Payments: Should the Client fail to pay on the date payments are due, late fees of 5% of the past due balance will be assessed. Credit card payments that are declined are considered late and will be charged a declined credit card fee. Client will also be subjected to the corresponding late fees unless the Client contacts STAR to provide their updated payment information by the date the payment is due. If a Client’s credit card is declined, STAR shall have the right to make use of any or all of the following: (1) assess late fees (2) assess declined card fees (3) require a security deposit in an amount determined by STAR (4) require the Client to provide additional alternative forms of payment to be used as a backup payment source (5) suspend services (6) terminate services without incurring any liability whatsoever arising from the discontinuance of services due to nonpayment. The suspension or termination of services does not absolve the client from paying any unpaid balances arising from the project, regardless of whether the services were suspended by STAR or by the Client. If services are suspended, no work will be conducted for the Client’s account until the past due amount has been paid, and no work will be released to the Client until the past due amount has been paid. If the Client refuses to pay the past due amount, STAR may suspend services and assess the cancellation fee specified in Article 3.5, in addition to the past due balance and any late fees owed. Clients who refuse to resolve their account by paying the past due amount and any late fees assessed within the time frame specified by STAR, will be reported to the credit bureaus and appropriate legal action will be taken. In addition, the Client’s services will be suspended, which includes the removal of the Client’s website from the internet.
3.5 Cancellation: (1) When the cancellation notice is sent, STAR will provide an official end date of the agreement. The Client is obligated to pay for the work that has been completed by STAR. Payments that have been paid to STAR at the time of the cancellation are non-refundable. A cancellation does not absolve the Client from paying any outstanding fees. The Client understands and agrees that this agreement pre-authorizes the payment of those balances to the Client’s method of payment on file. Should the client’s method of payment on file become unavailable, the Client agrees to provide a new method of payment.
(2) Upon cancellation, the Client understands that they do not own, have no access to, and will not receive the operational accounts that were used by STAR for their project. This includes web-hosting accounts and any accounts used for the management and facilitation of the Client’s project, regardless of their nature.
(3) Non-payment, including non-payment by failing to provide updated credit card information, is not a cancellation notice, and if it is not resolved, will result in the termination of the Client’s services by STAR. For website projects, this includes the complete suspension of services and the removal of the Client’s website from the internet. In addition, the Client will be responsible for the applicable late fees specified in Article 3.4 and will lose their security deposit, if one has been retained. If the amounts due are not paid, the Client will be reported to the credit bureaus, the Client’s website will be reported to Google which will cause the site to incur a search engine penalty, and appropriate legal action will be taken.
(4) STAR reserves the right to refuse service and terminate services at any time for any reason. If services are terminated by STAR, the suspension will be processed as a cancellation. The Client will be responsible for the full payment of any balances due should their services be terminated by STAR, and the Client understands that this agreement pre-authorizes the payment of those balances to the client’s method of payment on file. Should the Client’s method of payment on file become unavailable, the Client agrees to provide a new method of payment.
3.6 High Risk Clients: If a Client has bad credit, has a history of making late payments, and/or has a history of canceling services with other advertisers by breaking contracts and stiffing companies and/or refusing to pay the associated cancellation fees with those contracts, STAR will require the client to provide a security deposit in an amount determined by STAR. The security deposit will be retained by STAR until the last month of the Client’s contract, in which it will be applied to the final bill. In addition, if a Client is determined to be a high risk Client, payments may be processed in advance to insure that the contracted work is paid.
3.7 Service Refusal: STAR reserves the right to refuse service and terminate services at any time for any reason with incurring no liability at all whatsoever on the part of STAR.
3.8 Refunds: Payments made to STAR are non-refundable.
3.9 Account Closure: When a Client’s account is cancelled, whether by the Client or by STAR, all past due balances and any amounts owed by the Client will be automatically billed to the method of payment of file. By agreeing to the terms of service, the Client pre-authorizes those payments. If the Client’s saved method of payment is not available, the Client agrees to provide a new method of payment to pay all outstanding balances and amounts owed in full.
4.1 Exclusivity: If this is a website design project, Client agrees that STAR is the only service provider that will have access to their website during the term of this Agreement. Client understands that having multiple parties making changes to the website will complicate the design process and cause delays.
4.2 Assignment: Client agrees not to assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder. STAR shall have the right to assign this Agreement, in whole or in part, to a third party at any time, which includes outsourcing any part of the services at the discretion of STAR.
4.3 Non-solicitation: Client agrees that Client shall not solicit or attempt to solicit any contractor, employee or consultant of STAR. Client further agrees that a violation hereof shall entitle STAR to claim an minimum of $100,000.00 in liquidated damages.
4.4 Severability: If any provision of this Agreement is held to be unenforceable, in whole or in part, the parts deemed unenforceable shall not affect the validity of the others.
4.5 Limitation of Liability: Client agrees not to hold STAR or his/her agents or employees liable for any incidental or consequential damages that arise from STAR’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of STAR or a third party. Furthermore, STAR disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.
4.6 Force Majeure: STAR or any third parties in connection with the Agreement shall not have any liability for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.
4.7 Indemnification: Client agrees to defend, indemnify and hold harmless STAR against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to reasonable attorneys’ fees) or claims caused by or resulting indirectly from your use of STAR’s Service(s), without limitation or exception, including your violation of any third-party’s rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with STAR.
4.8 Dispute Resolution: The Client agrees not to file a chargeback dispute. If there is a dispute, the Client agrees to pursue amicable resolutions to disputes by contacting STAR directly for a resolution. Clients may contact STAR by the current phone number that is published on the website. Clients may also contact the STAR accounts department by email at email@example.com, which is the current customer service email address included on the invoices. Disputes will be resolved according to the terms of service that the Client agreed to and signed when they became a Client with STAR. The Client agrees not to sue or file a lawsuit of any kind in regards to any disputes arising out of this agreement. Furthermore, STAR reserves the right to pursue restitution through legal and other such means should the Client refuse payment, violate the terms of this Agreement, or steal from us in any manner. Any disputes arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. Client shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of STAR.
5.1 Copyrights, Trademarks & Promotional Content: STAR reserves the right to publish information received from the Client or through the STAR website. Client understands and agrees that this information can be used for promotional purposes for the Client and for STAR. You represent to STAR and unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to STAR are owned by you, or that you have permission from the rightful owner to use each element(s), and will hold harmless, protect and defend STAR from any claim or suit arising from their use.
5.2 Client Professionalism Policy: The Client understands that their cooperation is essential to the success of the project. The Client understands and accepts that all communications with STAR are recorded. The Client agrees to maintain professionalism and respect when working with representatives of STAR. The Client agrees to refrain from derogatory or abusive behavior. This includes contacting a representative in an obsessive, belligerent, accusatory manner, fraternization, demanding that a representative be personally available after hours, or during periods when the business is closed, contacting a representative through their personal Facebook accounts or other personal social media platform, or inflicting abuse or disrespect of any kind. STAR reserves the right to refuse service to anyone at anytime without incurring liability. Violations of the client professionalism policy create an incident that has to be reviewed by STAR. This includes the review of the account and all recorded communications. This review can result in the termination of the client’s services, per the terms specified in Article 3.5 and 3.7, with no liability on the part of STAR.
5.3 Warez Policy: STAR reserves the right to refuse service to any website, project or Client at our sole discretion. STAR does not allow or provide service to the following types of websites or projects: “Warez” websites or projects, including but not limited to any copyrighted software or music files, sites which provide methods for circumventing copy protection (“cracks”, key codes, serial numbers, decoder chips, etc.), sites promoting unsolicited emails, bulk emails, and spam, sites with profanity or adult content. What is considered “Warez,” spam, inappropriate, questionable, profane or unethical is determined at the sole discretion of STAR. The Client agrees not to victimize STAR or any of its representatives, employees, workers or third party associates with any items or actions related to Warez, including: (alleged accidents, bombs, black lies, call redirection, catastrophes, clones, code bombs, computer hacking, computer viruses, contact form interference, daggers, darts, death attacks, destruction of files, dirty tricks, disruptions, DNA attacks, file attacks, fire attacks, indiscreet violations, isolated mishaps, manipulative maneuvers, memory attacks, mergers, missiles, murderous tricks, nightmares, possessions, rockets, sales blocks, sales flips, spells, staged accidents, string pulling, sudden death attacks, theft, tragedies, use of multiple identities, virtual reality attacks, viruses, weapons of any kind, white lies, etc.), whether these items pertain directly or indirectly to Warez or any version or dimension of Warez, regardless of the year, and regardless of the year of the creation of the item or attack. To be very clear: websites and projects used for “Warez” will be reported to the appropriate authorities, will be removed from the search results, and the Client will be subject to the cancellation and termination terms specified in Article 3.5. Websites or projects being used for “Warez,” in any way, shape, form, or manner at all whatsoever, whether or not the website or project was being used for “Warez” when the Client entered into the Agreement with STAR, will be reported to the appropriate authorities, appropriate legal action will be taken, and the Client will be subject to the cancellation and termination terms specified in Article 3.5
5.4 Ethics and Lawful Use Policy: The Client is expected to recognize the practice of lawful and ethical Internet practices. The Client shall comply with the rules appropriate to any of the product or service provided by STAR. Client shall not violate any existing law, rules or regulations of any country where the project is used. Neither shall client violate the intellectual property rights of any person, corporation or legal entity. Client warrants that the project herein, or its principal place of business is not located in a country where the activities necessarily arising from the use of the project is prohibited. If it is found that the Client is in violation of this policy and does not take appropriate action to remedy the violation, the Client will be subject to the termination and cancellation terms specified in Article 3.5.
6.1 Acceptance of Terms: The action of the sending and receipt of this agreement via electronic method will hold both parties in acceptance of these terms. Electronic signatures shall be considered legal and binding.