Agreements

 

fH, Inc.(dba faithHighway) Website Agreement
This agreement made and executed by and between faithHighway (a dba of Ignite360, Inc.), a Delaware corporation (hereinafter referred to as fH) and your organization (hereinafter referred to as Client). In consideration of the covenants and agreements herein contained, the parties agree as follows:

 

  1. Deliverables
    1. fH will provide the design, pages, and tools as detailed on the Production Order, Flowchart(s), and Design Parameters Form(s)
    2. Initial Site Structure begins one week after the Initial Paperwork is sent to the client upon the completion of the Pre-Production Call(s).
    3. Custom Graphics begins within one week of receiving logo (if utilizing), registered domain name, and all signed documentation, including this Agreement and pieces outlining scope of work: Production Order, Flowchart(s), Design Parameters Form(s)
  2. Milestones & Schedule
    1. After signed paperwork is all received and production begins, the following details the standard steps included in the production process:
      • Initial Production Meeting
      • Work through Training Manual
      • Training Follow Up
      • Revisions to Design
      • Design Approval
      • Design Implementation
      • Flash (if applicable)
      • Additional elements (if applicable)
      • Content complete
      • Send Email addresses
      • Go live
    2. fH shall provide Client with a website design. The website will be fully completed and posted online in a reasonable amount of time. The completion date is not specified due to the variables presented by the number of revisions the Client may request, the time it may take for the Client to insert all website content and the fact that fH will not take the site live until specifically requested to do so by the Client by emailing GoLive@faithhighway.com.
    3. fH will provide ongoing support and consultation to Client after the site goes live. If client requests additional design work, tools, or revisions, a new project balance and payment terms will be assessed at that time.
  3. Terms & Conditions
    1. Payment
      1. All payment terms for the construction of site, ongoing software license fees (website application and hosting) of site, and domain registration, when applicable, are detailed on the Production Order. If any payment is more than 30 days past due fH reserves the right to discontinue the site. Any site deactivated for past due payment will be assessed at $200 reactivation fee.
      2. If client fails to submit forms and feedback as necessary for fH to fulfill its obligation to construct the site in a timely fashion, no refund of any kind will be issued to the Client for any reason.
      3. Initial Deposits are non-refundable to secure and retain project clarification, website planning, and consulting services.
      4. Payment terms set during the preproduction appointment are considered a verbal agreement, and if the Client has provided a credit card for their payments, these payments will automatically be charged on the due dates specified in the production order unless the Client informs fH otherwise.
      5. The undersigned is providing a personal guarantee is entered into by and between fH and Client, the Guarantor, and is to be effective upon complete execution of the signature of this Agreement. The undersigned, jointly and severally, does hereby guarantee and agree to pay any and all indebtedness of any nature incurred by Client to fH.
      6. If the Client pays for the deposit, set up fees, and/or ongoing software fees using a credit card, the Client waives any and all rights to ever perform a chargeback against fH for those fees and payments agreed to in this and all related agreements.
    2. Ownership
      1. The website you are purchasing is generated through applications using fH technologies and software. These applications and designs reside on fH servers and remain the property of fH. fH grants Client the right to utilize the contracted website design and tools as long as Client pays the yearly Software Rental (website application and hosting) Fee.
      2. The image files supplied by fH are under a license agreement and cannot be used by Client anywhere but within the web design and other design pieces supplied by fH during the duration of this agreement. If client wants to purchase those specific image files from the 3rd party source, the fH team will pass along the information needed to access those images.
      3. The content including text, images, and audio/video files provided by the Client for use on the website, will remain the property of the Client. It is the responsibility of the Client to obtain all the necessary permissions and authorizations for any links, images, or content they acquire and utilize from a third party.
    3. Point of Contact & Training
      1. fH will require one point of contact during the Contract for clarifying requirements for design, key features, usability and maintenance issues. fH requires this person be available to answer questions arising from the project within 24 hrs on workdays (subject to reasonable exceptions), and to have authority to make design and related decisions on the system.
      2. This point of contact and any other Client representatives working on the website must have Internet access in order to access the website, administrative panel, and all tools needed to insert content and review web design. Obtaining this Internet access is the responsibility of the client. fH will not be held responsible for any delay in project completion due to insufficient Internet access on behalf of the Client.
      3. Should this point of contact delay in responding to questions and other requests from fH, the completion of the total project will be delayed as many portions, including site design revisions, uploading site content, and go live request, are contingent on ongoing communication to complete scope of work in a timely fashion.
    4. Project Management & Communication
      1. fH will manage this Contract using a proprietary project tracking software including online access to project status and an online support center with helpful articles, training videos, ticket tracking, and announcements. The Client’s Point of Contact, stakeholders, and collaborators will all have appropriate access to the project and all associated assets. This system will serve as a primary mode of communication, documentation, and reporting. Any approval marked within these systems by the Point of Contact will be considered official written approval.
    5. Independent Contractors
      1. fH retains the rights to subcontract any portion of the Contract.
    6. Nonsolicitation
      1. If within one year of termination of this agreement the Client hires or contracts with any employee or Independent Contractor of fH The Client will agree to pay fH, a finder’s fee of 50% of the annual salary or contract fees offered to the contractor or employee. Said payment will be rendered within 30 days of hiring or contracting the contractor or employee.
    7. Response Time
      1. fH offers support hours to assist Clients with their website: Monday through Friday- 8 am to 5 pm (Central).
      2. Within the duration of this Contract fH will make every effort to reply to inquiries within 48 hours except where The Client has been previously notified of a period of limited availability.
    8. Dependencies
      1. In the event that any aspect of this Contract is dependant on a separate third party or the Client’s in house team, the quality and punctuality of the Finished Product(s) may be subject to said party’s ability to meet the required timelines and/or level of quality. fH is not responsible for any delay or defect caused by separate third party or the Client’s in house teams.
    9. Act of God
      1. As long as both parties take reasonable measures to lessen the effect of the following circumstances, neither Client nor fH will be deemed to be in breach of contract, if the terms of the agreement cannot be met due to an Act of God, terrorism, natural disaster, labor strike, etc. In the event that the situation continues longer than 30 days, fH reserves the right to terminate the contract with no liability.
    10. Privacy Policy
      1. fH is committed to protecting the privacy of every client and every person who provides us with personal information online. To access the fH Privacy Policy, please click here.
      2. Client has responsibility to maintain this Privacy Policy in how they collect and use information provided to them by their users. Client must post and abide by the privacy policy they establish. fH recommends posting a link to the Client’s privacy policy on every page or at least in every section in which the Client requests any personal information.
      3. Client is free to utilize the fH Privacy Policy referenced above. However, since this Policy was established for use by fH, fH is not liable for Client’s failure to adhere to this policy nor is fH responsible if this policy does not sufficiently cover all aspects of how Client gathers and utilizes information. It is the responsibility of the client to revise the policy to match their needs and enforce adherence to it.
    11. Site Graphics
      1. Theme Graphics Package receives 2 initial home page static concepts of the same theme and up to 3 sets of revisions on approved home page concept, then, upon home page approval, receives 1 inside page static concept and up to 2 sets of revisions for the inside page.
      2. Custom Graphics Package receives up to 3 initial home page static concepts and up to 4 sets of revisions on approved home page concept, then, upon home page approval, receives up to 2 inside page static concept and up to 3 sets of revisions for the inside page.
      3. Logo Design receives 3 initial concepts and up to 5 sets of revisions on the approved logo concept.
      4. Should you exceed your allotted revision(s), you will be billed $100 per every hour above your set graphic time upon graphics approval and implementation or termination of site process.
    12. Software Rental (website application and hosting) Service Fees.
      1. The website Client is purchasing is generated through applications using fH technologies and software.
        1. If the Client has purchased the Grove Framework, the following standard terms (3.12.A.c) apply since the Grove Framework does not include a self-hosted option.
        2. If the Client has purchased a WooTheme Framework, sold by faithHighway as FlexThemes, the Client has the option to self-host. If the Client has waived that option, the standard terms apply (3.12.A.c). However, if the Client has opted for self-hosting, there will be additional fees (detailed in the Production Order or during the production process) for brokering the license of that theme to the Client. fH will provide a zip file for the Client containing the necessary items for installing the theme onto the Client’s servers (for those clients who have chosen to self-host).
        3. All clients not self-hosting are bound by the following: These applications and designs reside on fH servers and remain the property of fH. fH grants Client the right to utilize the contracted website design and tools as long as Client pays the yearly Software Rental (website application and hosting) Fee. This fee will be billed on a monthly, quarterly or annual basis, as indicated on the production order, beginning one week after the client approval is received on the paperwork unless production order indicates a different start date.
      2. All Software Rental (website application and hosting) Fees are subject to change with 30 day notification to Client. These fees may change slightly from time to time based on market, costs and additional website functionality.
      3. If Client has agreed to pay the software rental/ASP fees via Credit Card (specified on production order), this will be billed automatically to the credit card supplied to fH by the Client. This recurring fee will continued to be billed according to the billing cycle specified on the production order. If payment does not clear the supplied credit card account and payment is not received, these fees will continue to accrue while services are rendered. It is the Client’s responsibility to communicate updated billing information to fH to insure no late fees are accrued.
    13. Backups
      1. fH maintains internal backups of active project code and design files. This backup system is not intended as a solution for The Client, rather as a code archive through the duration of this Contract. While the fH backup system is fully redundant, it is not guaranteed and does not support any content produced by the Client. The Client is solely responsible for the Backup and Restoration of the Finished Product(s) and any associated data.
    14. Security
      1. Although fH makes every effort to provide secure Finished Product(s), due to the nature of rapidly advancing technology, fH can in no way guaranty that the Finished Product(s) will not be subject security breaches. fH recommends the use of strong passwords and the observance of standard security practices. In order to minimize the chances of security violations, systems should be updated often. The Client is solely responsible for tracking software updates. Any updates during the life of or after the expiration of the Contract can be negotiated as an addendum to this Contract or as an additional Contract.
      2. Client can access fH Security Information here: More Than Hosting
    15. Limited Liability
      1. The Client alone shall be responsible for: (a) the accuracy and adequacy of information and data furnished for processing; (b) any use made by the Client of the output of the Software or any reliance thereon; and (c) obtaining the required licenses and respect copyright for any and all third part assets including but not limited to fonts, media, and software.
      2. The Client agrees that any liability of fH relating to this agreement and the services performed shall be limited to the amount of fees actually received by fH, from the Client under this agreement regarding the services in question. In no event shall fH be liable for any special, incidental, indirect, cover, consequential, exemplary or punitive damages; any damages based on injury to person or property; or any lost sales, profits or data, even if the Client is told that any such damages may occur.
    16. Warranty
      1. Client acknowledges, agrees and stipulates that, except to the extent of the express warranties and representations printed in this Agreement, Client is purchasing and accepting fH’s services and product AS IS and without any warranty – expressed or implied – of any kind or character. “As Is” language refers to what is determined in the agreed upon Scope of Work (see Section 2) and client approval, especially during the custom graphics process.
      2. Client hereby waives and releases any claim or cause of action that he or she has or could have concerning fH’s services and product and based upon any statements, representations, warranties, or communications of any kind or character on the part of fH concerning fH’s services and product, except to the extent of the express warranties and representations printed in this Agreement.
      3. Client further agrees and acknowledges that Client’s acceptance of fH’s services and product in its AS IS condition without any warranties of any kind or character, except to the extent of the express warranties and representations printed in this Agreement, is a material term of this transaction and that the price that fH has offered and accepted for fH’s services and product, and the purchase price that the Client has agreed to pay for fH’s services and product, is based and calculated on and in consideration of, Client accepting fH’s services and product in its AS IS condition and without any warranties of any kind or character, except to the extent of the express warranties and representations printed in this Agreement.
      4. Client acknowledges and agrees that Client is buying and accepting fH’s services and product at a discounted price that has been adjusted in favor of Client because Client has agreed to accept fH’s services and product in its AS IS condition and without any warranties, except to the extent of the express warranties and representations printed in this Agreement.
      5. Client agrees that Client cannot and shall not assert any claim or cause of action of any kind or character against fH based on or related to the condition of fH’s services and product, any defects known or unknown or based upon any warranties or any kind or character (expressed or implied), except to the extent of the express warranties and representations printed in this Agreement, and Client hereby waives any such claims or causes of action in consideration for fH’s agreement to sell fH’s services and product to Client at the discounted price based on Client’s waivers herein, and based on Purchaser’s acceptance of fH’s services and product in its AS IS condition and without any warranties of any kind or character, except to the extent of the express warranties and representations printed in this Agreement.
    17. Credit
      1. fH will display a created by faithHighway logo on the Client website but will not advertise on the Client site in any other way. fH retains the right to use the Client within its roster of clients. A link to the Client’s completed project may be placed on the fH web site as part of its business portfolio. Additionally screenshots, project summary and client quotes may be used in various promotional, marketing, blogging, and in other pieces as deemed appropriate by fH.
    18. License
      1. Upon execution of this agreement, fH does hereby grant Client the right to utilize the contracted website design there as specified on the Design Parameters Form and Production Order.
      2. Client understands that this license is granted to Client and agrees not to transfer or sell that license to others.
      3. Client understands that the licensed website design is specifically for use by Client. Under this agreement, fH cannot be held liable for damages caused by content provided by Client, use by Client or otherwise. Client may not use website to encourage illegal conduct, comment fraud, display or encourage violence, engage in promoting pornographic material, or for the purpose of ridiculing fH. It is the Clients responsibility to manage their site content to avoid these or other inappropriate uses of the site. fH reserves the right to deactivate the website if these uses are discovered. However it is not fH’s responsibility to review Client content and fH is in no way liable for how the Client uses the website.
      4. Client agrees and understands that failure on the part of Client to fulfill any part of this agreement may result in the loss of the right to use and place the website as well as possible forfeiture of licensing fees.
    19. Refund for Software License Fees
      1. All refunds are subject to approval from accounting and will be calculated based on fH’s refund policy and the client’s history of timely payments. Please allow 7 to 14 business days for a refund to be processed.
      2. A detailed description of fH’s refund policy can be found by visiting https://faithhighway.com/support. Follow the Knowledgebase link to Billing questions.
    20. Refund for Web Construction.
      1. The non-refundable initial deposit is to secure the consultation time required to begin the process. This payment will be applied to project set up fees. However, if client chooses to cancel, this deposit will not be refunded.
      2. Web construction fees will be refunded by approval from management on a case by case basis based upon the percentage of work already completed.
    21. Cancellation
      1. Cancellation requests must be submitted in writing 90 days prior to the next annual or monthly software license due date. A client may be subject to fees upon early termination of their contract.
      2. If you pay annually for hosting and elect to terminate services with faithHighway prior to the end of the annual billing, you will not receive a refund. Prepaid annual hosting is non-refundable.
        To explain the ASP billing policy, when you paid the full year upfront, you received a 10% discount for pre-paying. Resources were secured based upon that contractual commitment to ensure consistent fulfillment of deliverables and services.
      3. Please visit our Billing Policy for a review of cancellation policy and procedures.
    22. Customer Rewards Program
      1. If the Client is taking advantage of the Customer Reward program, the Client will receive up to 50% off the set up cost on one of our package prices (for web and design services) based on how long it has been since their last project.
      2. If the last project started 24 to 35 months ago, the Client receives 35% off (for projects with a new total between $2500 and $6000) OR 25% off (for projects with a new total over $6000).
      3. If the last project started 36 to 47 months ago, the Client receives 40% off (for projects with a new total between $2500 and $6000) OR 33% off (for projects with a new total over $6000).
      4. If the last project started 48 or more months ago, the Client receives 50% off (for projects with a new total between $2500 and $6000) OR 45% off (for projects with a new total over $6000).
      5. New project total needs to be of equal or greater value to their original construction amount or additional charges may apply.
      6. Monthly fee of original project must be at least $50/month
        *The Customer Reward Program details may be changed at any time at faithHighway’s discretion. Please contact your faithHighway representative for the most current program information.
    23. Acknowledgement of Software and Design Services
      1. Client agrees, represents and warrants that Client is making his or her decision to purchase fH’s services and product based on his or her own inspection and evaluation of fH’s services and product, and not based on or on reliance upon any representations, warranties, promises, statements, or communications of any kind or character from or on the part of fH or Dealer’s sales representatives, except to the extent of the express warranties and representations printed in this Agreement.
      2. Client agrees and stipulates that he or she has not relied upon and is not relying upon any representations, warranties or communications of any kind or character from or on the part of fH regarding fH’s services and product or its condition, except to the extent of the express warranties and representations printed in this Agreement.
      3. Client hereby waives and releases any claim or cause of action that he or she has or could have concerning fH’s services and product or based upon any representations, warranties, or communications of any kind or character on the part of fH concerning fH’s services and product or its condition, except to the extent of the express warranties and representations printed in this Agreement.
      4. Client acknowledges and agrees that the purchase price of fH’s services and product has been adjusted and calculated based on, and in consideration of, Client’s stipulations herein and Purchaser’s waivers herein of any claims or causes of action based on or arising upon any representations, warranties, or communications concerning fH’s services and product from or on the part of fH, except to the extent of the express warranties and representations printed in this Agreement.
    24. Miscellaneous
      1. Included in the site design itself are features that give visitors a reason to return to the site. fH will also sit in an advisory capacity regarding generating traffic to the site. However, any advertising or other traffic building measures shall remain the ultimate responsibility of Client.
      2. The terms and provisions of this agreement shall inure to the benefit of, and be binding upon, the respective heirs, successors, legal representatives and assignees of the parties hereto.
      3. This agreement shall be construed in accordance with, and the laws of the State of Texas hereto shall govern liabilities of the parties.
      4. Client agrees that any and all controversies, claims, disputes, or suits arising out of or based upon this Agreement, fH’s services and product, this transaction or any dealings of any kind or character between fH and Client concerning fH’s services and product will be submitted to and resolved by binding arbitration in Austin, Texas through an arbitrator to be chosen and selected by the parties, or failing agreement, a District or County Court judge in Travis County, Texas, and that in no event shall Client sue fH in any court for any claim or cause of action based on or related to fH’s services and product, this transaction, or the condition of fH’s services and product.
      5. fH and Client agree that any judgment on the arbitrator’s award may be entered in any court having jurisdiction.
      6. Client acknowledges and agrees that the binding arbitration provisions of this Agreement are material terms of the transaction and that the purchase price of fH’s services and product has been adjusted and calculated based on, and in consideration of, Client’s agreement to the binding arbitration provisions herein.
      7. Client agrees that fH shall recover its reasonable and necessary attorney’s fees and expenses incurred in prosecuting or defending any claim or suit against Client or brought by Client.
      8. Any change to this contract shall be subject to mutual written agreement of the parties.
      9. If Client purchases the Online Giving tool to incorporate into their website design, this is provided through a third party. Client will be billed for the ongoing monthly fee from this third party and may need to sign a separate agreement with them. fH will coordinate with the client and the third party provider to facilitate this agreement and payment schedule. fH is not held liable for any delay on the part of the third party provider in implementing this tool or for any issues that arise between the third party and Client.
      10. fH may monitor and record client calls to ensure quality services. These calls may be used to measure accuracy in presentation by fH employees, to measure the quality of assistance giving, training purposes, and at times to track verbal confirmation of terms. Should client provide verbal agreement, this agreement is considered binding to the terms of this and all related aspects of this website agreement.
      11. Under no condition may the Client utilize the site content or graphics to in any way defame, slander, or malign the faithHighway name, brand, character, or the owners or employees of fH. If the site is used for such purpose, it will be immediately deactivated with no refund issued. Reactivation of the site is subject to the discretion of fH and the Client will be responsible for a reactivation fee.