Simply, LLC: Website Solutions Terms of Service Agreement
This Service Agreement addresses terms and conditions that are specific to your purchase of a Simply, LLC: Website Solution and accompanies the Simply, LLC: General Terms of Service Agreement. Both agreements together, represent the applicable terms and conditions.
When you purchase and use our Service, you will receive an emailed receipt with a link to our website, https://www.get-simply.com, where our General Terms of Service Agreement and our Service Specific Agreements can be found. You agree to the aggregate terms and conditions when you use our Service or when you pay for our Service. Your payment and your use of our Service, each act as your acceptance of our Terms of Service. Simply, LLC (Simply) may add to, delete from, or modify these Terms at any time without liability. Changes to the Terms will not apply retroactively and will become effective 7 days after posting; however, changes to functionality, those required by a Third-Party Provider, or those made for legal reasons will be effective immediately.
Please read the Simply, LLC: General Terms of Service Agreement carefully, along with this Service Specific Agreement and look at these Terms regularly.
Overview Of Service
Simply, LLC works with you to establish goals, targets, and strategies relating to your digital advertising and marketing needs. You participate in the design and direction of these solutions while being guided by our professionals in a structured process to discover and specify marketing and advertising products and solutions that work for you. Many products, services, features, and tactics are available. Frequently, Simply, LLC (Simply) will prepare a specific Agreement for you to review and sign, and this specific Agreement will set forth additional terms, delivery timing, and payment obligations relating to your selected Solution, Service, or Product. Your Simply, LLC Account Manager will be available to discuss these with you if one applies to your selection.
1) Website Package:
a) Website Design. Search engines and potential customers evaluate your website based on important factors including site structure, design, usability, linking and content. Simply understands these factors, and takes a comprehensive design to your website design, working within your budget to achieve your strategic goals.
b) Content.
i) By default, we use the content in your existing website and transfer it into the new website. Your new website may allow even more unique content than that which we transfer over from your existing website. If we determine that additional space is available, we will notify you of your opportunity to add or supplement your content. You are then responsible for creating and adding that unique content to your completed website.
ii) Because search engines have their own specific, and frequently undisclosed, criteria for website quality, Simply, LLC cannot, and does not, guarantee specific results relating to your website. We will work with you, sometimes offering additional targeted services, to maximize the performance of your website.
c) Domain Switch & Registration.
i) We include in the initial cost any fee associated with a domain switch or the redirecting of your existing domain to your new website. This service requires limited, temporary permission to access your domain registrar account so that we may update all necessary DNS records. This service is optional. If you choose to update your own DNS records, we will provide you with the necessary records data to make those updates.
ii) You are responsible for all costs and fees associated with domain registration, including annual renewal.
d) Secure Socket Layer (SSL) Certificate.
i) Clients may be required to provide an SSL certificate for a secure connection to be established, and for visitors to view their website without browser security errors.
ii) Your organization is responsible for obtaining and maintaining all necessary SSL certificates, including any required periodic renewals, and for ensuring that Simply is provided with these certificates. Simply is not responsible for errors resulting from a failure to maintain and supply your SSL certificates as described above.
e) Web Hosting and Management. Web Hosting and Management is a mandatory part of the Website Product for which you are solely responsible. The cost and/or maintenance of these services are not included in our setup or product fulfillment fees. There may be instances where you are required to provide your credit card information to start the subscription.
f) Content Management Responsibilities. You are in control of all other content changes you wish to make after we have set up your new website. Your Account Manager will give you basic instructions of how to use the content management system (CMS) for this purpose. We are available to make content changes for you, or to make changes in the website design, but these are services that are available ONLY at additional cost to you. Simply, LLC and you will agree upon any additional work you want us to perform, and you should expect us to charge $100.00 per hour for that work unless otherwise agreed in writing at the time the work is scheduled.
g) Completion Date. Our goal is to complete your website within 22 business days. We can accomplish this with timely communication with you. We realize that you are primarily focused on working with your customers/clients, and that occasionally you may not be able to respond quickly; in those cases, we will move forward to completion if repeated attempts to communicate fail.
i) Activation of Your New Website. Following your review of the completed website, OR if we have not heard from you with questions or issues within a reasonable amount of time, we will place your new website on the agreed upon URL (normally the URL that you had used for your previous website; or if you did not have an existing website, EITHER the new URL purchased for this website OR a hosting service provider’s default sub-domain).2) Service and Payment Commitment
1) Fees
Fees to Simply, LLC are due and payable on the following schedule:
a) Initial Purchase Fee. We collect 100% of the initial purchase fee (also referred to as the setup fee) at the time of the initial agreement, and you will receive by email a Receipt at that time. The Initial Purchase Fee will be detailed on the Statement of Work (SOW). Payment is accepted in the form of a credit card. Subject to approval, we may provide an installment payment schedule, which would be detailed in the deliverables contract/SOW.
b) Contracting for the Solution. Because each Website Solution is specifically tailored to fit your needs, the details of your specific solution will be set forth in a SOW which, along with other related documents, will cover terms and costs.
c) Monthly Hosting Fee. Your annual or monthly hosting fee amount is NOT established by Simply, LLC and is not included in your website setup fee. Hosting fees are charged by and paid through your hosting service.
3) Termination
a) Prior to work commencing, you may cancel your account and the Solution, but only after a verbal conversation with your Account Representative or your Account Manager following which your Simply, LLC representative sends to you and you receive a written confirmation (email is sufficient) from Simply, LLC acknowledging that no work has commenced on the Solution and your Solution Service Agreement has been cancelled. A Simply, LLC Website Solution is not cancellable once work has commenced on the Solution.
b) Simply, LLC may terminate this Agreement if for any reason your credit card provider refuses to authorize your required payment OR if, after a period of 90 days, you fail to respond, either by phone or email, to our inquiries regarding product fulfillment questions or issues.
c) Simply, LLC will attempt to contact you by telephone and email to confirm the termination of your Service.
4) Independent Contractor
Simply, LLC is an independent contractor with respect to its relationship to you. This undertaking is not a joint venture. Neither Simply nor its employees are or shall be deemed for any purpose to be your employees. You shall not be responsible to Simply, its employees, or any governing body for any payroll taxes related to the performance of the services.
5) Assignment of Project
Simply, LLC reserves the right to assign subcontractors to this project to insure the right fit for the job, as well as on-time completion.
6) Confidentiality
Simply, LLC will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Simply, or divulge, disclose, or communicate in any manner any information that is proprietary to you (e.g., trade secrets, know-how, and confidential information). Simply will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement.
7) Warranty – Simply, LLC
Simply, LLC warrants to you that all software programming, web pages, and other materials delivered to you in connection with the Product or Services are free from defects in materials and faulty workmanship under normal use, and that the website will operate properly with widely used web browsers. During our recommended beta testing period, and for a 30-day period following completion of beta testing, Simply, LLC will correct any software anomalies ("bugs") that occur because of defects in any source code we have created. After such time, we will make changes on a fixed hourly rate or a negotiated fixed quote basis. While no website design process can guarantee bug-free results, this website and related services will be provided in a workman-like manner, within industry standards for commercial applications. This warranty does not cover modifications or misuse after delivery to you.
8) Warranty – Simply, LLC Intellectual Property Rights
Simply, LLC represents and warrants that it has the unencumbered right to enter into and perform this Agreement and that we are not aware of any claims or bases for claims of infringement of any patent, trademark, copyright, trade secret, or contractual, or other proprietary rights of third parties in or to any programming or materials included by us in the website, services, or trade names related to the Services. In the event of any claim, charge, suit or proceeding by any third party against you alleging such infringement, we shall defend such claim, charge, suit, or proceeding. Simply, LLC shall indemnify and hold you harmless from and against any loss, cost, damage, or expense (including attorney fees and legal expenses) incurred by you that may result by reason of any such claim, charge, suit, or proceeding. This indemnity shall not apply to materials provided by you as contemplated by the following paragraph.
9) Warranty – Client/You
You represent and warrant that you have the unencumbered right to enter into and perform this Agreement. You represent and warrant to us, Simply, LLC, that you own (or have a legal license to use) all photos, videos, text, artwork, graphics, designs, trademarks, and other materials provided by you for inclusion in the website, and that you have obtained all waivers, authorizations, licenses, and other documentation that may be appropriate to evidence such ownership. You shall indemnify and hold Simply, LLC harmless from all losses and claims, including attorney fees and legal expenses, which may result by reason of claims by third parties related to such materials, including plagiarism and copyright infringement.
10) DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCT OR SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. SIMPLY, LLC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROVIDED WEB PAGES OR WEBSITE WILL MEET THE CLIENT'S REQUIREMENTS OR THAT THE OPERATION OF THE WEB PAGES OR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE IS WITH CLIENT.
11) LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF THE OPERATION OF, OR INABILITY TO OPERATE THE WEB PAGES OR WEBSITE, OR FROM ANY PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
12) COPYRIGHTS AND TRADEMARKS
THE COPYRIGHT OF THE DESIGN OF YOUR SITE THAT SIMPLY, LLC CREATES REMAINS OUR DESIGN COPYRIGHT. YOU CAN USE THIS SITE FOR THE BUSINESS OR PURPOSE FOR WHICH WE CREATE IT. SIMPLY, LLC ASSIGNS TO YOU RIGHTS TO USE AS A WEBSITE THE DESIGN, VIDEO, GRAPHICS, AND TEXT WE CREATED, WHICH ARE CONTAINED IN THE FINISHED ASSEMBLED WEBSITE, FOR SO LONG AS YOU MAINTAIN THE WEBSITE. RIGHTS TO VIDEOS, PHOTOS, GRAPHICS, SOURCE CODE, WORK-UP FILES, AND COMPUTER PROGRAMS ARE SPECIFICALLY NOT TRANSFERRED TO THE CLIENT, AND REMAIN THE PROPERTY OF SIMPLY, LLC AND/OR THEIR RESPECTIVE OWNERS. YOU CANNOT USE OUR DESIGN FOR OTHER SITES BY EITHER SELLING THE DESIGN OR COPYING OUR CODE FOR ANOTHER SITE EXTERNAL TO THE PURPOSE FOR WHICH WE CREATED THE SITE (COPYING THE WEBSITE FOR ANOTHER BUSINESS YOU OWN FOR EXAMPLE) - UNLESS THIS IS PREVIOUSLY AGREED IN WRITING. OUR DESIGN NOTICE MAY APPEAR ON THE HOME PAGE OF YOUR SITE. SIMPLY, LLC RETAINS THE RIGHT TO DISPLAY GRAPHICS AND OTHER WEB DESIGN ELEMENTS AS EXAMPLES OF OUR WORK IN OUR RESPECTIVE PORTFOLIOS.
13) Indemnity
Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.
14) Termination on Default
If a party defaults by failing to substantially perform any provision, term, or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement.
15) Taxes
You agree that you are solely responsible for complying with laws, taxes, and tariffs related to Internet electronic commerce and the performance of these Services, and will hold harmless, protect, and defend Simply, LLC and its subcontractors from any claim, suit, penalty, tax, or tariff arising from your exercise of Internet electronic commerce, if any, or in lieu of such, you shall provide us with a certificate acceptable to the taxing authorities exempting you from payment of such taxes.
16) Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
17) Governing Law/Forum
This Agreement shall be construed in accordance with the internal laws of the State of Oregon, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of Oregon, and both parties expressly consent to jurisdiction in such courts.
18) Complete Amendment
This Agreement, SOW and its related documents supersedes all prior agreements and understanding between the parties for performance of the services and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties.
(NOTE: THE PRODUCT/SERVICE TERMS ABOVE REFER TO A SPECIFIC PRODUCT/SERVICE, AND SHOULD BE READ AS A PART OF THE SIMPLY, LLC GENERAL TERMS OF SERVICE AVAILABLE AT: https://get-simply.com/general-terms-of-service/)
Date Last Revised: 10-04-2021 Simply, LLC. All rights reserved.