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By entering into an agreement with Xfactor Designs, you agree to the following terms and conditions:
Xfactor Designs LLC, formerly Xtreme Powered Web Design at Xtreme Computer Center LLC Company.
dba: Xfactor Designs
42302 N Vision Way, Suite 111
Anthem, AZ 85086
The Client - The entity for whom Xfactor Designs creates the Web site, Print Media and/or ePublication.
Web site - A collection of web pages and associated code which forms an integrated presence.
Print Media - A digital file used in print media which forms an integrated hard copy publication.
ePublication - A digital file and associated code which forms an integrated digital publication.
Web Server - A machine that allows the Web site, Print Media and/or ePublication to be accessible via the Internet.
The Work - The creation of the web, print media and/or ePublication by Xfactor Designs for the Client.
2 Disclaimers
2.1 Maintenance and Correction of Errors
Xfactor Designs takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Web site, Print Media and/or ePublication after the Web site, Print Media and/or ePublication has been delivered to the Client. Errors (both technical and typographical) attributable to Xfactor Designs will be corrected free of charge, but Xfactor Designs reserves the right to charge a reasonable fee for correction of errors for which Xfactor Designs is not responsible, including, but not limited to malicious modification of the Web site, Print Media and/or ePublication by a third party and typographical errors contained in materials provided to Xfactor Designs by the Client.
2.2 Browsers
Web sites developed by Xfactor will be programmed to work with Internet Explorer and if required FireFox.
2.3 Design Work
Original design files are the property of Xfactor Designs. The client may purchase original working files for a fee; the fee will be determined by Xfactor Designs.
2.4 Consequential Loss
Under no circumstances will Xfactor Designs be responsible or liable for financial or other damage caused by the failure or use or misuse of the Web site, Print Media and/or ePublication.
Clients are responsible for maintaining their electronic distribution lists - if a client does not comply with opt-out requests from recipients, Xfactor has the right to discontinue the client's email server. In addition, if the client is reported for sneding spam and Xfactor's Web server is blacklisted, the client will be responsible for damages (including but not limited too cost of setting up a new Web server, time to repoint all the domains on the blacklisted server, lost revenue from Xfactor's other Web site clients).
2.5 Force Majeure
Xfactor Designs will not be responsible for delays or system downtime caused by
strikes, lockouts, riots, epidemics, war, governmental regulations, fire, communication line or
hardware failure, power failures, acts of God, or other causes beyond its reasonable control.
3 Completion of Work and Payment
3.1 Completion of Work
Xfactor Designs warrants to complete the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. Xfactor Designs will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. Xfactor Designs will not undertake changes to the specifications of the Work which would increase the cost, without prior authorization from the Client.
3.2 Supply of Materials
The Client is to supply all materials and information required for Xfactor Designs to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client's failure to supply such materials leads to a delay, Xfactor Designs has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where the Client's failure to supply materials prevents progress on the Work for more than 30 days, Xfactor Designs has the right to invoice the Client for any Work already completed.
3.3 Approval of Work
A payment totaling 33% of the amount quoted to the Client will be required, payable to Xfactor Designs, before any work is started. An an additional 33% payment is due upon design concept approval. An initial draft of the Web site, Print Media and/or ePublication will be provided prior to completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Xfactor Designs, in writing, of any unsatisfactory points within 7 days. Any of the Work which has not been reported in writing to Xfactor Designs as unsatisfactory within the 7 day review period will be deemed to have been approved.
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Xfactor Designs, in writing, of any unsatisfactory points within 7 days. Any of the Work which has not be reported in writing to Xfactor Designs as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, work cannot subsequently be rejected.
3.4 Rejected Work
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by Xfactor Designs to remedy any points reported by the Client as unsatisfactory, and Xfactor Designs considers that the Client is unreasonable in their repeated rejection of the Work, Xfactor Designs will refund any payments made by the Client to Xfactor Designs, minus the initial 33% of the amount quoted for the deposit and any other payments for work to-date, at the discretion of Xfactor Designs, and Xfactor Designs shall have no liability for any work performed.
3.5 Payment
The Client shall make a deposit payment for the Work to Xfactor Designs in the amount of 33% of the estimated total before any work is started. An an additional 33% payment is due upon design concept approval. The remaining 33% plus any additional balance due upon completion of the Work. Deposits are non-refundable. Xfactor Designs reserves the right to disable the publication to the web of the subject site for non-payment.
3.6 Late payments
Payment for all regular monthly and quarterly invoices are due on the date printed on the invoice, REGARDLESS of when the invoice is sent to you. We allow a grace period of 5 days. If payments are not received in our offices within 30 days of their due date, a late fee, calculated at rate of 1.5% or $10 per month (which ever is higher) of the outstanding balance will AUTOMATICALLY be assessed to your account. If payments are not received in our offices within 60 days of their due date your account will be AUTOMATICALLY deactivated. In the event of deactivation due to late payment, a $20 reactivation fee will be charged, in addition to any and all late fees. All past due amounts, including late fees must be paid in full, before account may be reactivated. If you choose not to reactivate your account you are still responsible for the charges incurred for any days of service you received as well as any outstanding balance on your account including any and all late fees. Xfactor Designs highly recommends that you consider automatic credit card billing to avoid late fees or deactivation.
4 Intellectual Property
4.1 Offers and Proposals
Offers and proposals made by Xfactor Designs to potential clients should be treated as trade secrets and remain the property of Xfactor Designs. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from Xfactor Designs. This includes, but is not limited to, technical features, functionality, and aspects of the design and pricing information.
4.2 Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to Xfactor Designs for inclusion on the Web site, Print Media and/or ePublication. The conclusion of a contract between Xfactor Designs and the Client shall be regarded as a guarantee by the Client to Xfactor Designs that all such permissions and authorities have been obtained and that the inclusion of such material on the Web site, Print Media and/or ePublication would not constitute a criminal offence or civil tort. By agreeing to these terms and conditions, the Client removes the legal responsibility of Xfactor Designs and indemnifies the same from any claims or legal actions however related to the content of the Client's site.
4.3 Licensing
Once Xfactor Designs has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with 3.3, the Client is granted a permission to use the Web site, Print Media and/or ePublication and its contents.
4.4 Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which Xfactor Designs owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from Xfactor Designs. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which Xfactor Designs owns the copyright. Xfactor Designs acknowledges the intellectual property rights of the Client. Information passed in written form to Xfactor Designs, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
5 Rights and Responsibilities
5.1 Right to Terminate if Content is Illegal
Xfactor Designs reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Web site, Print Media and/or ePublication, or any material is illegal, immoral or otherwise unacceptable.
5.2 Events Beyond the Control of Xfactor Designs
Xfactor Designs will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Xfactor Designs.
5.3 Supply and Pricing of Services
Xfactor Designs reserves the right to use whoever it feels appropriate at the time for third party services, and to alter its prices as necessary without prior notice and without prejudice to existing contractual pricing agreements.
6 Interpretation
6.1 Jurisdiction
This Agreement shall be governed by the laws of the United States and the State of Arizona which shall claim venue and jurisdiction for any legal motion or claim arising from this Agreement. This Agreement is void where prohibited by law.
6.2 Survival of Contract
Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
6.3 Change of Terms and Conditions
These terms & conditions may change from time to time and are only available in electronic format through this Web site.
For more information you may contact us at 623.640.4427 for additional details.
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