Terms and Conditions

WordHerd agrees to comply with the Scope of Work, schedule and fees.  Any design or development costs not itemized in the proposed contract will require a separate scope of services, schedule, cost estimate and fully executed contract amendment prior to commencement of additional work.

1. Definitions. The terms have the meanings outlined below.  If a term is defined and capitalized within this Agreement and is not listed in this Section 1, such term or terms have the meaning so described, which applies throughout this Agreement.
   1.1       “Agreement” shall mean this Master Services Agreement, including its SOWs, and including any future SOWs executed between the Parties in accordance herewith.
   1.2       “Completion Timeline” means the timeline established by the SOW or by the agreement of the Parties as to the milestones, timeline for completion, and other events required to complete the Services and provide the Deliverables contemplated by this Agreement.
   1.3       “Deliverables” shall mean the software solutions, reports, work papers, plans, designs, programming, or other designated work product specified in the applicable SOW.
   1.4       “Fees” shall mean Provider’s fees to be paid Provider by Customer for Provider’s performance of the Services and/or provision of the Deliverables as specified in the applicable SOW.
   1.5       “Scoping” means a review of the Customer’s website or other product by the Provider in order to define the scope of future work, develop proposals, and determine the needs of the Customer.
   1.6       “Services” shall mean those Services (e.g., consultative, implementation, design, programming, installation) to be provided to Customer by Provider as specified in the applicable SOW.
   1.7       “Statement of Work” or “SOW” shall mean an addendum to this Agreement executed by Customer and Provider that specifies the Services to be provided to Customer by Provider, including any additional terms and conditions specific to that SOW.
   1.8     “Milestone Schedule” means the timeline established by the SOW or by the agreement of the Parties as to the milestones, timeline for completion, and other events required to complete the Services and provide the Deliverables contemplated by this Agreement.
2. Client Responsibilities
   Client agrees to cooperate and provide information, documents, website content and translations, response and approvals of changes/edits, and/or executive approvals as needed by us within 2 business days of receiving notice, unless otherwise agreed upon in writing due to the scope of the request. Completion of the project within an agreed upon time schedule is contingent upon Client providing complete information for the new website.
3. Work Made for Hire
   Without limiting the foregoing, WordHerd hereby acknowledges that any Work Product to be delivered to Client in conjunction with the Services performed under this Agreement is work made for hire and Client shall be considered the author of such work made for hire and own all right, title, original files, and interest therein. WordHerd is responsible for obtaining all licenses required to create and deliver the website, and will not indemnify the Client for any claims with respect to those licenses. WordHerd also warrants that the deliverables do not infringe on the rights of third-parties and indemnifies the Client from any third-party claims.
4. Portfolio Usage
   Client grants WordHerd a non-transferable license, to present a static image of the finished work on WordHerd’s website, print portfolio, press releases and any other form of public relations that would be used to garner work with future clients. Furthermore, Client grants WordHerd the right to link directly to the finished work. WordHerd agrees not to download, render, share, or in any other way extract the finished work.
5. Termination
   If the Client terminates the project WordHerd will cease work and the Client will be responsible and invoiced for all work to date, including any and all out-of-pocket expenses incurred to that point by WordHerd. Any termination notice must be supplied in writing, digital or otherwise. If the Client is unresponsive for a period of two or more weeks, the project can be automatically determined as terminated. Furthermore, all expenses will be collected at that time.

6. Project Completion
   The term of the Agreement shall be from the Effective Date of the Agreement and continue until completion of the Services, based on approval by the Client, or for fixed term as defined in any SOW or Milestone Schedule, unless earlier terminated by either Party in accordance with this Agreement; provided however, upon such termination, this Agreement shall continue to remain in effect with respect to any SOWs made a part hereunder during the term of this Agreement until such SOWs are themselves expired and performance thereunder is completed.
7. Post Website Launch Bug Fixes and Theme Corrections
   Although all efforts are used to address bugs and make corrections before a site is launched, it is sometimes inevitable that a few bugs or design issues will not be caught during testing. These will be addressed on a case-by-case basis and remedied as found. At the completion of the final milestone a 2 week period is allotted for the discovery of bugs by the Client. Payment is due immediately upon completion of final milestone and is not contingent on the 2 week bug finding period. Bugs include any functionality and theme design listed in this contract that is not working as stated. Any bugs discovered after the 2 week period will require a new agreement. Bugs introduced through third-party web sites, developers, widgets, plugins or templates are not covered in this agreement. By the end of the 2 week period the client will provide a single final review document that will constitute completion of the project. Any additional findings/updates beyond this period will require a new proposal or hourly web maintenance. Theme or design issues include mobile, tablet and desktop responsive matching based on what options are chosen in the signed contract.
8. Payment
   • A non-refundable 50% deposit payment will be paid by the Client after receiving a signed contract agreement. Subsequent payments will be due based on predetermined milestones throughout the life of the project, per Milestone Schedule. Any additional charges due to changes in the scope of work and/or out -of- scope requests is due immediately upon project completion. Payment for invoices will be due upon receipt. Undisputed invoices unpaid after 30 days may be subject to a 1% monthly interest fee.
   • Client is legally bound to make payment in accordance with this contract agreement. At the receipt of final payment the website will be turned over to Client.
   • If Client refuses to pay, a collection agency will be hired to collect payment and the Client/debtor will be responsible for collection fees, in addition to the unpaid payments.
   • WordHerd does not provide refunds of any kind. By agreeing to a WordHerd proposal Client is agreeing to making non-refundable payments.
   • Final work completed by WordHerd will not be released without final payment, whether due to failure to pay or by a chargeback produced by the Client.
   • Invoices will be delivered to the Client by email upon acceptance of this contract and once each subsequent milestone has been completed. Payments must be made immediately upon the completion of each milestone.
   • Project milestones defined in the proposal are an estimate, therefore, payments are not subject to refund or discounts due to a project taking longer than estimated.
9. Jurisdiction
   The Client and WordHerd hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, the Agreement or the transactions contemplated hereby shall be brought in any Arizona State court sitting in Phoenix, Arizona, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any case of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Arizona, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.
10. Change of Terms
    The terms and conditions of this agreement are subject to future change by WordHerd.