By entering into an agreement with Xfactor Designs, you agree to the following terms and conditions:
Xfactor Designs LLC
42104 Venture Drive, Ste 103, Bldg E
Anthem, AZ 85086
- The Client - The entity for whom Xfactor Designs creates the Website, Print Media, SEO, Illustration, and/or ePublication.
- Website - 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 Website, Print Media and/or ePublication to be accessible via the Internet.
- The Work - The creation of the web, print media, SEO campaign and/or ePublication by Xfactor Designs for the Client.
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 website, Print Media and/or ePublication after the website, 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 website, Print Media and/or ePublication by a third party and typographical errors contained in materials provided to Xfactor Designs by the Client.
Websites developed by Xfactor will be programmed to work with standard desktop and laptop browsers. Although efforts will be made for viewing on mobile devices, but there is no way to guarantee compatibility until a mobile version of the site is created at an additional fee.
2.3 Third Party Services & Plug-ins
Xfactor Designs is not responsible for third party services, code or plug-ins from but not limited to Facebook, Pinterest, Twitter, YouTube, Blogger, Vimeo, LinkedIn, Flickr and other social media.
2.4 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.
2.5 Web Hosting
Clients may grant the staff at Xfactor Designs access to the web server to preform a variety of tasks including but not limited to content and photo updates, plug-in or interface installation and upgrades, installation of content management systems, custom build code and framework. Client is responsible for securing a hosting provider that is secure and offers full backups of data including but not limited to web files, databases, and email. Xfactor Designs cannot be held liable for infections or any of issues with the website or server.
2.6 Search Engine Optimization, Pay-Per-Click, Adwords or Other Online Marketing and Promotions
Results are not guaranteed. Search engines are continuously changing their algorithm for indexing websites and do not typically reveal how to improve placement. Xfactor Designs reserves the right to modify the client's campaign in an effort to enhance performance.
2.7 Domain Names
Domain names secured on the client's behalf will sit in Xfactor's secured client account. If the client would like to have the domain transferred to their own account, Xfactor will approve the transfer providing there are no outstanding monies due. Clients are encouraged to secure and maintain their own web domains.
2.8 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 website, marketing campaign, Print Media and/or ePublication.
Clients are responsible for maintaining their electronic distribution lists.
2.9 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 changes the scope of the project.
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
When project exceed $1,500 a payment totaling 33% of the amount quoted to the Client will be required, payable to Xfactor Designs, before any work is started. An additional 33% payment is due upon design concept approval or appropriate milestone, final payment will be as deliverables are met (i.e. when programming is complete, not necessarily when client delivers any outstanding items like photos or content). An initial draft of the website, 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.
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 submission date, a late fee, calculated at rate of 10% of the total bill per month of the outstanding balance will AUTOMATICALLY be assessed to your account, interest will compounded. If payments are not received in our offices within 60 days of their due date your account will be deactivated. In the event of deactivation due to late payment, a $45 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 website, 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 website, 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.
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 website, 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 website, 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 Websites for Non-profit and For-profit Groups or Organizations
Xfactor Designs is not liable to continue maintenance, graphic design, hosting or any other service for non-paying groups or organizations; service(s) may end at any time with or without notice. Files may be provided to the group or organization, but is at the sole discretion of Xfactor Designs. We suggest groups and organizations wishing to have pro bono services provided secure their own domain and hosting provider, purchase the rights to photography and copy from their perspective authors (and retain a copy for their records) , in the event Xfactor Design withdrawns services.
5.4 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.
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 website.
For more information you may contact us at 623.640.4427 for additional details.