- Thanks for choosing SEADEV. SEADEV provides web development and digital marketing services, as well as other products and services that may be developed from time to time. By signing up or otherwise using any of these SEADEV services, you (“CLIENT”) are entering into a binding contract with SEADEV.
- The CLIENT’s Agreement with SEADEV includes these Terms and any additional terms that you agree to with SEADEV. You acknowledge that you have read and understood the Agreement and Terms, accept the Agreement and Terms, and agree to be bound by them. If you do not agree with (or cannot comply with) the Agreement and Terms, then you may not use Seadev services.
- The CLIENT is responsible for providing copy and branding desired for the website, unless SEADEV is contracted to provide additional copywriting and/or branding services.
- The CLIENT is responsible for providing all high resolution photography for the website unless SEADEV is contracted to provide photography services.
- Time frame of each project depends on the responsiveness of the CLIENT in providing feedback, approvals and any necessary items for the launch of the website (including but not limited to: account access, photos, guidance on copywriting and branding, etc.).
- Any late payment of the CLIENT will be subject to overdue interest on the unpaid sum at the rate of 2% per each month the payment is overdue.
- SEADEV shall retain all rights to any work completed until the Agreement in its entirety has been fully executed and the CLIENT has made a full and complete payment..
- In the event that SEADEV must make payments related to additional services provided to the CLIENT, SEADEV will first discuss and gain approval before making such payments. For all such approvals, CLIENT shall reimburse SEADEV for all reasonable expenses incurred in response to a request by CLIENT. Reimbursement shall be made directly to SEADEV within 30 days of receipt by CLIENT of a request from SEADEV for reimbursement, which shall include original receipts.
- Any request by SEADEV for additional payment, above and beyond payment for Services shall be considered by CLIENT upon presentation to CLIENT of an invoice, including an itemized bill describing the requested reimbursable costs incurred by SEADEV in relation to the Agreement.
CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS
- CLIENT shall disclose confidential information to SEADEV directly or indirectly, with or without notice of its confidential nature. Accordingly, SEADEV agrees to hold all information disclosed to SEADEV by CLIENT in confidence and neither disclose the same to others nor use the same for any purpose other than as provided herein without the written permission of CLIENT. Upon request, SEADEV will return to CLIENT all information supplied to SEADEV by CLIENT, or generated by SEADEV on behalf of CLIENT, including all copies thereof.
- The duty of confidentiality and nonuse shall not apply to any information disclosed to SEADEV by CLIENT, which through no act or failure to act on the part of SEADEV is or becomes public information, SEADEV has in their possession at the time of disclosure by CLIENT, is furnished to SEADEV by a third party without restriction on disclosure, is developed by or for SEADEV outside the scope of the Agreement, or SEADEV has an obligation to disclose under law.
- The duty of confidentiality and nonuse shall survive the ending of the Agreement and be in force after expiration, termination or cancellation of the Agreement.
- The parties agree they shall indemnify and hold harmless each other against loss, destruction, damage, death or injury to persons or property of their respective obligations under the Agreement caused by an act of negligence or omission of either party resulting directly or indirectly out of the performance of Services.
Flex Hour Limits
- The CLIENT will receive a limited number of Flex Hours to use for additional services related to the CLIENT’s website after the initial launch of the website.
- The number of Flex Hours a client receives will be determined by the Agreement.
- The CLIENT will forfeit any unused Flex Hours at the end of the period of time indicated in the Agreement and may not roll-over any unused Flex Hours to any subsequent contract periods.
- The CLIENT may purchase additional Flex Hours. The number of additional Flex Hours purchased, the price of the purchase, and the time period in which the CLIENT may use the additional Flex Hours will be agreed upon by SEADEV and the CLIENT at the time of the purchase.
Use of Flex Hours
- The CLIENT may use Flex Hours to request additional services that are offered by SEADEV in the CLIENT’s website package. The CLIENT may not use Flex Hours for services that are not listed in CLIENT’s website package, unless expressly authorized by SEADEV.
- When the CLIENT makes a request, SEADEV will provide the CLIENT with an estimated range of Flex Hours required to complete the request.
- Flex Hours will be deducted from the CLIENT’s available Flex Hours based on the sum of actual hours worked to complete the request, rounded up to the nearest half-hour.
- The CLIENT may choose to cancel a request at any time. For cancelled requests, Flex Hours will be deducted based on the actual hours worked on the request at the time of the cancellation notice, rounded up to the nearest half-hour.
- Upon request, SEADEV will provide the CLIENT with a report containing details on Flex Hours used, Flex Hours available, and services provided.
- SEADEV is not obligated to provide any services that require Flex Hours if the CLIENT has exhausted their available Flex Hours for the contract period.
- If the CLIENT does not have a sufficient number of Flex Hours to complete a request, the CLIENT may purchase additional Flex Hours.
- Flex Hours may only be purchased in batches of Flex Hours. The minimum batch of Flex Hours is 10 Flex Hours.
- The number of additional Flex Hours purchased, the price of the purchase, and the time period in which the CLIENT may use the additional Flex Hours will be agreed upon by SEADEV and the CLIENT at the time of the purchase.
- The following services, performed by SEADEV at the CLIENT’s request, will be counted against the CLIENT’s available Flex Hours:
- Scoping of new features, services, or requests
- Design services
- Code development services
- Quality Assurance and Testing
- Plugin installation or configuration
- Bug fixes that result from the CLIENT’s actions
- Bug fixes that result from the actions of a third party (including plugin updates and maintenance)
- Project management services
- Product management services for e-commerce sites
- Marketing and strategy consultation services
- Expert analysis of web analytics
- Real-time meetings and communications (e.g. phone calls, video calls, etc.), deducted as elapsed time rather than man hours. For example, if a meeting between SEADEV and CLIENT requires 4 SEADEV members to meet with the client at the same time for 1 hour, 1 Flex Hour will be deducted, rather than 4 Flex Hours
- Configuration of conversions and/or goals in Google Analytics and/or reporting tools after new content and/or features are added to the website
- Any other services performed by SEADEV at the CLIENT’s request that is not explicitly excluded from the use of Flex Hours by these Terms.
- The following services will NOT be counted against the CLIENT’s available Flex Hours
- Asynchronous communications (e.g. emails, messaging apps, etc.)
- Production of monthly analytics reports (excludes expert analysis)
- Content update support
- Data entry support
- Bug fixes that result from Seadev’s actions
- Web hosting services and maintenance
- WordPress maintenance and updates
- Security monitoring, maintenance, and updates
Recurring Subscription fees will be automatically charged to the CLIENT upon the CLIENT’s execution of the Agreement according to the following terms:
- By purchasing a Subscription service, the CLIENT agrees to an initial and recurring Subscription fee at the Subscription rate in the Agreement, with charges beginning on the date that the CLIENT executes the Agreement. The duration of the Subscription will be defined by the Agreement. The CLIENT accepts responsibility for all recurring charges until the CLIENT cancels their subscription.
- The CLIENT may cancel their Subscription at any time, subject to the terms of SEADEV’s Cancellation Policy.
- Automatic Subscription Renewal Terms: All Subscription services in the Agreement will renew automatically as defined in the Agreement. SEADEV will automatically bill the CLIENT’s payment account on file for the CLIENT’s Subscription fee in the next billing cycle. SEADEV will continue to automatically process the CLIENT’s Subscription fee each billing cycle at the Subscription rate in the Agreement until the CLIENT cancels their subscription. SEADEV’s Cancellation Policy is described in the Terms and Conditions of the Agreement in the section ‘Cancellation Policy.
SUSPENSION AND TERMINATION OF SERVICE
- SEADEV may suspend or terminate the CLIENT’s Subscription at any time for any of the following reasons: (a) the CLIENT has materially breached these Terms and failed to cure that breach within 30 days after SEADEV has so notified the CLIENT in writing; (b) The CLIENT ceases business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) the CLIENT fails to pay fees for 30 days past the due date. Additionally, SEADEV may limit, suspend, or terminate the Services to the CLIENT: (i) if the CLIENT fails to comply with these Terms, (ii) if the CLIENT uses the Services in a way that causes legal liability to SEADEV or disrupts others’ use of the Services; or (iii) if SEADEV is investigating suspected misconduct by the CLIENT. Also, if SEADEV limits, suspends, or terminates the Services the CLIENT receives, depending upon the reason, SEADEV will endeavor to give the CLIENT advance notice. However, there may be time sensitive situations where SEADEV may decide that we need to take immediate action without notice. SEADEV will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action.
- If SEADEV stops providing the Services to the CLIENT because the CLIENT repeatedly or egregiously breaches these Terms, SEADEV may take measures to prevent the further use of the Services by the CLIENT, including blocking the CLIENT’s accounts and IP address(es).
- The CLIENT can cancel their Subscription at any time after the CLIENT has paid for and used 12 months of Subscription service by contacting email@example.com. Such termination will result in the termination of the CLIENT’s access to SEADEV services. The CLIENT will not be charged again for the cancelled Subscription unless the CLIENT purchases a new one.
- The CLIENT must cancel their subscription before it renews in order to avoid billing of the next periodic Subscription Fee to their payment account.
- If the CLIENT cancels a Subscription in the middle of a billing cycle, the CLIENT will not receive a refund for any period of time the CLIENT did not use in the that billing cycle unless the CLIENT is cancelling the Service and/or Terms for any of the following reasons: a) SEADEV has materially breached the Agreement and/or Terms and failed to cure the breach within 30 days after the CLIENT has so notified SEADEV in writing; or b) a refund is required by law.
- The CLIENT’s payment account will be automatically charged on the subscription billing date for all applicable fees for the next subscription period. The subscription will continue unless and until the CLIENT cancels the subscription or SEADEV terminates it.
- SEADEV owns any and all code developed by SEADEV in support of the Agreement. After the CLIENT has paid for services totaling over $8,200 USD and used over 12 months of Maintenance Subscription service, the CLIENT will retain the rights to any SEADEV developed frontend and backend source code used to create the CLIENT’s website.
- After the CLIENT cancels their Subscription and all account balances have been paid by the CLIENT to SEADEV, SEADEV will transfer all frontend and backend source code used to create the CLIENT’s website to the CLIENT.
- In performing Services for the CLIENT, SEADEV shall be acting in the capacity of an independent contractor to CLIENT and not as an employee of CLIENT or any of its subsidiaries or affiliated companies. Accordingly, although CLIENT shall specify the general nature of the work to be performed and the goals to be met, the details of performing such work and meeting such goals shall be determined by SEADEV.
- All Agreements entered into by the CLIENT and SEADEV are not assignable by either party without the prior written consent of the other party.
- Any amendment or modification to any Agreement shall be valid only if in writing and signed by both parties.
- Any dispute arising under any Agreement made between the CLIENT and SEADEV that cannot resolve by good faith discussion and negotiation shall be decided by binding arbitration.
- Each page of the CLIENT’s website will display a SEADEV badge that links to the SEADEV website. The SEADEV badge will remain on the CLIENT’s website for the duration of the time that SEADEV is providing services to the CLIENT’s website.
- SEADEV reserves the right to restrict CLIENT access to administrator-level user roles and permissions to the backend of the CLIENT’s website for the duration of time that SEADEV is providing services to the CLIENT’s website.
CHANGES TO TERMS
- SEADEV may change these Terms at any time and for a variety of reasons, such as to reflect changes in applicable law or updates to SEADEV’s Service, and to account for new services or functionality. The most current version will always be posted on the SEADEV website.
- If an amendment is material, as determined by SEADEV’s sole discretion, SEADEV will notify the CLIENT. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require SEADEV to update the CLIENT’s consent to such changes, or to provide the CLIENT with sufficient advance notice of them.
- If the CLIENT does not want to agree to any changes made to the terms for SEADEV Service, the CLIENT should stop using the Service, because by continuing to use the Service the CLIENT indicates the CLIENT’s agreement to be bound by the updated Terms.
Updated on May 19, 2021