Terms of Service

1. DEFINITIONS
   As used herein and throughout this Agreement:
   1.1 Agreement means the entire content of this Basic Terms and Conditions document and the Scope of Services as indicated in Scope of Work & Fee Structure attached.

1.2 Client Content means all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.

1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.

1.4 Deliverables means the services and work product specified in the Scope of Services to be delivered by Hueston & Williams Media to Client, in the form and media specified in the Scope of Services.

1.5 Hueston & Williams Media Tools means all design tools developed and/or utilized by Hueston & Williams Media in performing the Services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

1.6 Final Works means all creative content developed by Hueston & Williams Media, or commissioned by Hueston & Williams Media, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client Content, and Hueston & Williams Media’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.

1.7 Final Deliverables means the final versions of Deliverables provided by Hueston & Williams Media and accepted by Client.

1.8 Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Hueston & Williams Media and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works.

1.9 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Scope of Services.

1.10 Services means all services and the work product to be provided to Client by Hueston & Williams Media as described and otherwise further defined in the Scope of Services.

1.11 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.

1.12 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.

1.13 Working Files means all underlying work product and digital files utilized by Hueston & Williams Media to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables.

2. SCOPE OF SERVICES
   2.1 The terms of the Scope of Services shall be effective for fifteen (15) days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Scope of Services, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution. 
3. FEES AND CHARGES
   3.1 Fees. In consideration of the Services to be performed by Hueston & Williams Media, Client shall pay to Hueston & Williams Media a monthly retainer fee payable in the amounts and according to the payment schedule set forth in the Scope of Services, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule, as indicated in Fee Structure.

3.2 Expenses. Client shall pay Hueston & Williams Media’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus Hueston & Williams Media’s standard markup of ten percent (10%), and, if applicable, a mileage reimbursement at $0.65 per mile; and (b) travel expenses including transportation, meals, and lodging, incurred by Hueston & Williams Media with Client’s prior approval. 

3.3 Additional Costs. The Project pricing includes Hueston & Williams Media’s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Scope of Services.

3.4 Recurring Payments. All payments are due on receipt via ACH or Credit Card payment. If a payment is overdue for longer than 30 days after billing date, the recurring service will cease (i.e. your website hosted with Hueston & Williams Media will be suspended or parked, your website maintenance and care plan activities will cease) until the late payment & any subsequent invoices have been paid in full.

4. CHANGES
   4.1 General Changes. Unless otherwise provided in the Scope of Services, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at a mutually agreed-upon hourly rate.  Such charges shall be in addition to all other amounts payable under the Scope of Services, despite any maximum budget, contract price or final price identified therein. Hueston & Williams Media may extend or modify any delivery schedule or deadlines in the Scope of Services and Deliverables as may be required by such Changes.

4.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision in or near excess of forty-nine percent (49%) of the time required to produce the Deliverables, and or the value or scope of the Services, Hueston & Williams Media shall be entitled to submit a new and separate Scope of Services to Client for written approval. Work shall not begin on the revised services until a fully signed revised Scope of Services and, if required, any additional retainer fees are received by Hueston & Williams Media. 

4.3 Timing. Hueston & Williams Media will prioritize performance of the Services as may be necessary or as identified in the Scope of Services, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Scope of Services. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Hueston & Williams Media. The Hueston & Williams Media shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Hueston & Williams Media’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Scope of Services and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or obligation of Hueston & Williams Media under this Agreement.

4.4 Testing and Acceptance. Hueston & Williams Media will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify Hueston & Williams Media, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Scope of Services, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Hueston & Williams Media will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.

5. CLIENT RESPONSIBILITIES
   Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the Hueston & Williams Media; (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Scope of Services; (c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors ; and (d) ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.
6. ACCREDITATION/PROMOTIONS
   All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in Hueston & Williams Media’s name in the form, size and location as incorporated by Hueston & Williams Media in the Deliverables, or as otherwise directed by Hueston & Williams Media. Hueston & Williams Media retains the right to reproduce, publish and display the Deliverables in Hueston & Williams Media’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

7. CONFIDENTIAL INFORMATION
   Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works, draft materials, client contacts, business plans, financial statements, trade secrets, and other information pertinent to the overall business of the other party (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Scope of Services except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.
8. RELATIONSHIP OF THE PARTIES
   8.1 Independent Contractor. Hueston & Williams Media is an independent contractor, not an employee of Client or any company affiliated with Client. Hueston & Williams Media shall provide the Services under the general direction of Client, but Hueston & Williams Media shall determine, in Hueston & Williams Media’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

8.2 Hueston & Williams Media Agents. Hueston & Williams Media shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Hueston & Williams Media shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.

8.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Hueston & Williams Media, employee or Design Agent of Hueston & Williams Media, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Hueston & Williams Media shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Hueston & Williams Media, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.

8.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Hueston & Williams Media, and Hueston & Williams Media shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Hueston & Williams Media.

9. WARRANTIES AND REPRESENTATIONS
   9.1 By Client. Client represents, warrants and covenants to Hueston & Williams Media that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables. 

9.2 By Hueston & Williams Media (a) Hueston & Williams Media hereby represents, warrants and covenants to Client that Hueston & Williams Media will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. (b) Hueston & Williams Media further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Hueston & Williams Media and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Hueston & Williams Media, Hueston & Williams Media shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Hueston & Williams Media to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Hueston & Williams Media’s knowledge, the Final Works provided by Hueston & Williams Media and Hueston & Williams Media’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Scope of Services or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Hueston & Williams Media shall be void. (c) Except for the express representations and warranties stated in this Agreement, Hueston & Williams Media makes no warranties whatsoever. Hueston & Williams Media explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Project.

10. INDEMNIFICATION/LIABILITY
    10.1 By Client. Client agrees to indemnify, save and hold harmless Hueston & Williams Media from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Hueston & Williams Media shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) Hueston & Williams Media provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Hueston & Williams Media in providing such assistance. 

10.2 By Hueston & Williams Media. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Hueston & Williams Media agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Hueston & Williams Media’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arising directly as a result of gross negligence or misconduct of Client provided that (a) Client promptly notifies Hueston & Williams Media in writing of the claim; (b) Hueston & Williams Media shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Hueston & Williams Media with the assistance, information and authority necessary to perform Hueston & Williams Media’s obligations under this section. Notwithstanding the foregoing, Hueston & Williams Media shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Hueston & Williams Media.

10.3 Settlement Approval. The indemnifying party may not enter into any settlement agreement without the indemnified party’s written consent.

10.4 Limitation of Liability. The services and the work product of Hueston & Williams Media are sold “as is.” In all circumstances, the maximum liability of Hueston & Williams Media, its directors, officers, employees, design agents and affiliates (“Hueston & Williams Media parties”), to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Hueston & Williams Media. In no event shall Hueston & Williams Media be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Hueston & Williams Media, even if Hueston & Williams Media has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

11. TERM AND TERMINATION
    11.1 Term. This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered or the parties elect to terminate this Scope of Services pursuant to the terms below.

11.2 Termination. This Agreement may be terminated for convenience at any time by either party effective thirty (30) days following written notice, or the mutual agreement of the parties evidenced by written agreement, or for cause if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.

11.3 In the event of termination, Hueston & Williams Media shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Hueston & Williams Media or Hueston & Williams Media’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation. In the event of termination for convenience by Client, Client shall pay in addition to the above an early termination fee equal to 25% of the total project fee, Schedule A shall not be effective, and Client shall not have rights to use Deliverables except upon written consent from Hueston & Williams Media provided after such termination.

11.4 In the event of termination for convenience by Hueston & Williams Media or for cause by Client, and upon full payment of compensation as provided herein, Hueston & Williams Media grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.

11.5 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

12. WARRANTY AND ENHANCEMENT TERMS AND DISCLAIMERS
    12.1 Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal. During the first thirty (30) days following expiration of this Agreement (“Warranty Period”), if any, Hueston & Williams Media shall provide up to three (3) hours of Support Services at no additional cost to Client. Additional time shall be billed at Hueston & Williams Media’s regular hourly rate, then in effect upon the date of the request for additional support.

12.2 Support Services. Upon expiration of the Warranty Period and at Client’s option, Hueston & Williams Media will provide Support Services under a separate support services contract. Such support and maintenance shall be subject to the terms and conditions therein. Any enhancements or changes to the Deliverables shall be billed according to that agreement. Any enhancements requested outside of such support services contract shall be separately agreed to and shall not fall under the Warranty Period.

12.4 Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, Hueston & Williams Media represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content, modifications, alterations or changes made to Final Deliverables by Client or any third party after delivery by Hueston & Williams Media, or the interaction of Final Deliverables with third party applications such as web browsers other than those specified in the Proposal. The parties acknowledge that Client’s sole remedy and Hueston & Williams Media’s sole liability for a breach of this Section is the obligation of Hueston & Williams Media to correct any Deficiency identified within the Warranty Period. In the event that a Deficiency is caused by Third Party Materials provided or specified by Hueston & Williams Media, Hueston & Williams Media’s sole obligation shall be to substitute alternative Third Party Materials.

12.5 Hueston & Williams Media Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Hueston & Williams Media represents and warrants that, to the best of Hueston & Williams Media’s knowledge, the Hueston & Williams Media Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.

12.6 Open Source Software Disclaimer. The Parties hereto acknowledge that, as part of its work, Hueston & Williams Media uses open-source software (i.e. WordPress). Hueston & Williams Media warrants and represents that it shall use all commercially reasonable efforts in its implementation and work based around such open-source platforms. Client acknowledges that such open source software is subject to occasional updates and maintenance, and that Hueston & Williams Media has no control over updates to the source material. Absent a separate support services agreement as contemplated by paragraph 12.2, above, Client specifically releases Hueston & Williams Media from any and all liability for service interruptions, site downtime, or other Issues, including consequential damages arising as a result of regularly scheduled maintenance or unexpected issues, errors, or faults caused by the open-source software. 

12.6 Compliance with Laws. Hueston & Williams Media shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with relevant rules and regulations known to Hueston & Williams Media; however, Client, upon acceptance of the Deliverables, shall be solely responsible for conformance with all rules, regulations, and laws relating to Client’s use thereof, including without limitation, relating to the transfer of software and technology, and compliance with the Americans with Disabilities Act and Section 508 of the Workforce Investment Act.

13. GENERAL
    13.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that Hueston & Williams Media’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

13.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification
of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt (by automated confirmation or substantive reply by the recipient). 

13.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party
except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to the Project.

13.4 Force Majeure. Hueston & Williams Media shall not be deemed in breach of this Agreement if Hueston & Williams Media is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labor dispute, act of war, terrorism, riot or other severe civil
disturbance, death, illness or incapacity of Hueston & Williams Media or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Hueston & Williams Media’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Hueston & Williams Media shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

13.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of New York, County of Erie, without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in Buffalo, New York, Erie County, State of New York. The parties hereby waive any jurisdictional or venue defenses available to them. Client acknowledges that Hueston & Williams Media will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Hueston & Williams Media shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.

13.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless
remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

13.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.

13.8 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Scope of Services and any other Agreement documents, the terms of the Scope of Services shall control. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to authorship of such provisions.

14-17. Website Hosting & Care Plan Terms effective as of July 1, 2022

14.1 Website Hosting Eligibility. Williams Media is not entitled to host any website on its servers that does not have an active Website Care Plan subscription. Any client on its server that has not opted out during the aforementioned grace period will be automatically added to an Essential Care Plan and billed accordingly. A client must always be in good standing, without server abuse to remain an active Hosting client.

Every client who’s subscribed to an active Care Plan can receive access to our FREE base-level managed WordPress hosting package. Any websites that require more resources or management time than the base-level plan allows for will be subject to additional charges for higher levels of dedicated hosting service.

14.2 Website Hosting Security. While Hueston & Williams Media perform every reasonable effort and due diligence to keep our servers and sites secure, we do not guarantee that issues will never arise. We also do not guarantee that websites we build will not have potential security issues that could be exploited, as that is near impossible given the nature of the modern web infrastructure.

However, we will perform every reasonable effort and due diligence to proactively protect and prevent any known security threats to our clients’ website, and do everything in our power to remediate any issues that should arise in accordance with our Care Plan terms below. Our hosting infrastructure is designed to industry leading specifications to provide a reliable and safe hosting environment for our partners. If a site is deemed a security threat to our business or other clients, we reserve the right to remove it at any time from our server, without warning but with written confirmation explaining the situation along with reinstatement options to the client after the fact.

14.2a Security & Abuse. Hueston & Williams Media will perform every reasonable effort and due diligence to proactively protect and prevent any known security threats to our clients’ websites when on a Website Care Plan, and do everything in our power to remediate any issues that should arise. If a site is deemed abusive, or a security threat to our business or other clients, we reserve the right to suspend or remove it at any time from our servers, without warning but with written confirmation explaining the situation along with reinstatement options to the client after the fact.

14.3 Website Hacking and Remediation. We do not guarantee that sites will never be hacked. If a site is hacked, however, we will help a client to remediate the issues however we best see fit. This remediation process could incur additional charges to the client if the work falls outside of what is deemed as ordinary and necessary within the Care Plan Service coverage.

Any small website rescue/restore job of 1hr or less in order to fix a website hack, spam, malware injection or breach is covered within the Care Plan as long as the issue was not caused by the items listed under “14.6 Website modification” below. If outside of this, Wiliams Media reserves the right to deem whether or not any hack restoration work falls within scope, or will be billed accordingly.

14.3a Theme & Plugin Security & Licenses. Hueston & Williams Media are not held responsible for purchasing or renewing any software licenses for any sites under our management. This is the sole responsibility of the client to maintain. This includes themes, plugins, or any other software and integrations used to build any such website we service. If we discover that an integration requires the purchasing of a license, we will make our best effort to inform and help the client acquire it. We are not responsible for updating any integrations that we do not have an active license to, or any consequences that occur from the negligence of this. If a website gets hacked due to client negligence of acquire a proper license to update a plugin or other integration, we are absolved from any responsibility of it. However, as stated above, we will make every reasonable effort to help restore the website in good faith, once the proper license is obtained. We however reserve the right to bill extra for any relevant costs if any hack restoration performed under these circumstances.

14.4 Website Care Plan Eligibility. Hueston & Williams Media will perform Website Care Plan services for any client that meets our checklist of criteria. In order to be eligible, clients may need to add or subtract specific code, software, plugins or other functionality for the purposes of maintaining a healthy, top functionality site that does not pose a security risk to us, our servers or our clients. User accounts may need to be added, subtracted or updated as well in order to successfully perform services. A client must always be in good standing, without abuse to remain an active Care Plan client. Hueston & Williams Media reserve the right to cancel any Care Plan at any time, for any reason at its sole discretion.

14.5 Website Care Plan Reporting. Hueston & Williams Media will perform all Website Care Plan services as outlined in our specific contract and summarized within the packages on our website. These services will be performed and reported on at various times throughout the month.

14.6 Website Modification. Williams Media is not held responsible for any errors, issues, downtime, security threats, hacking, malware, spamming, or poor performance as a result of any client made modifications to a website. This includes but is not limited to, adding/subtracting plugins, adding/subtracting custom code, modifying website files, adding/subtracting pages, adding/subtracting or changing website copy, images or other content, adding unauthorized admin users to a site, or use of insecure passwords. Any website hack, security breach or general errors/issues/downtime as a result of the above may incur additional charges in order to remediate, and are considered outside of the standard Care Plan scope of coverage.

Hueston & Williams Media always advise all clients to perform only content updates on their website, and allow technical adjustments and development to be handled by our professionals. This helps to mitigate any risk of accidental issues and data loss, as well as maintains site integrity and congruency.

14.7 Website Code Control and Improvement. Williams Media has the explicit right to store, lock, copy, manipulate and reuse any website or code built by the agency for any purposes deemed fit. Clients can access an export of their website’s files without fault at any time upon request. We reserve the right to modify or improve any client website hosted on our servers for the duration of the time a client is on a Care Plan, for the sake of optimizing or improving the client’s website and maintaining a healthy and secure web hosting environment for all clients. If any important changes are needed that require correspondence, we will always notify the client of such items.

14.8 24mo Refresh Consultation. Any client on a Hyperspace Care Plan can receive a 24/mo website refresh consultation. This perk does not entail a free new website every 2 years. The consultation consists of a site audit along with proactive recommendations by our team as to how the website could be improved following the consultation. Any work suggestions or improvements discussed on the call are subject to additional charges or ongoing project costs. 

14.9 Website Accessibility. Hueston & Williams Media provide 24/7 guaranteed AI-powered ADA/WCAG website accessibility via the agency partnership with Accessibe. This service is guaranteed by Accessibe, and offers complete coverage for all sites on an active Care Plan that includes our accessibility and compliance service.

15. Cancellation & Suspension

15.1  General Service Cancellation. The Hueston service agreement does not include any long term contracts or cancellations fees. However, Hueston & Williams Media must receive at least 30days notice prior to service cancellation. It is up to our discretion of whether a cancellation can be performed in less than this specified time frame.

15.2  Hosting Cancellation. If Care Plan Services are cancelled, general website hosting will continue to be provided and billed at the current rate unless otherwise notified or requested by the client. If hosting cancellation is requested, a website will either be permanently deleted, or archived. If client requests an archive copy of the site files for future use, there will be a one-time service charge equal to one (1) month extra of the current service plan in order to archive the website down and send all files to the client. After this, the site will be permanently deleted from our servers.

15.3  Sensitive Information. Hueston & Williams Media require access to client account information such as website admin credentials, domain registrar credentials or potentially other relevant web accounts to perform our services successfully. Any records kept within our system will always be safe and secure, protected by industry standard encryption and cybersecurity measures. We do not however guarantee that any accounts we have access to will not become compromised.

15.4  Suspension & Deletion. If an active Hueston website becomes delinquent in payment, such website is subject to automatic suspension with any applicable late fees when reaching 30 days past due. Relevant warnings will be issued, and suspension can be reversed upon payment of outstanding invoices to bring the account current. If a website remains delinquent for another 30 days past suspension, for a total of 60 days, the site is subject to deletion from our platform. At this point, the site will be archived from our servers with files retained as property of Hueston. Reinstatement of a deleted site is subject to launch fees including but not limited to $500 per website in addition to the payment of any previously overdue invoices.

If Care Plan Services are cancelled, any sensitive information is the responsibility of the client to change or secure otherwise. Hueston & Williams Media do not guarantee such records will be automatically removed from our system. A client may request permanent deletion of such records from our system by submitting a written request to our support team.

16. Guarantees

16.1  100% Worry-Free Guarantee.

Our mission is to help you win on the web, and we’re here to be your all-in-one web management partner for the long-haul. When you’re on a Hueston Care Plan, you can be confident that your site is fueled with a top-notch tech stack, compliant with WordPress best practices, and our mission control team is here to help with any site updates needed. If any critical issues arise, you’re 100% covered. Even in the event of a website hack, we take pride in providing VIP support to do whatever it takes to get you back up and running as quickly as possible- guaranteed!

We believe partnership should be chosen not forced. Because of this, we don’t enforce any long term contracts either. We work with you on a month-month basis, so if you ever want to upgrade or downgrade your care plan, all we need is 30days notice and we’ll get you squared away by the following month. Lastly, if you’re every unhappy with our service for any reason, there’s no hard feelings, and you can cancel your service at any time with the same 30days notice.

All Hueston Care Plans are also covered by the Williams Media guarantee. This guarantee entitles that every Hueston Care Plan is backed by Williams Media, and the agency guarantees the service of its Care plans. This guarantee also includes that Hueston client websites will have an up to date WordPress tech stack environment, as well as an optimized and secure web hosting infrastructure. If any issues should arise on a client website while on a care plan, Hueston & Williams Media will perform every reasonable effort, within scope of services, to help remediate such issues and ensure client satisfaction.

16.2  Emergency Guarantee. All Hueston Care Plans are covered by our emergency guarantee. This guarantee states that if a website is hacked, Hueston & Williams Media will do everything within its reasonable power to restore such sites back to full working order. If we for some reason cannot successfully rescue a site, the client does not have to pay for the services or time involved in attempting such restores. This guarantee is only effective for sites that have signed up for an active Care Plan.

17. Free Trial Period

17.1  Free Trial. Select Hueston Care Plans are eligible for a free 1 (one) month trial (30 days) of service before any payment is collected. This entitles the client to try our service for 30 days without payment. No-questions-asked cancellation is possible without any  payment required, until the end of the trial period. An active payment method on file is required to activate the trial at the start of service for automated billing following the expiration of the 30 day mark of active service. This trial is only eligible for first time customers.