Website scope of work &
terms and conditions

• Important: These product terms (the “Web Design Terms”) pertain to Hyport Digital web design services, hosting, content management, and consulting services (collectively referred to sometimes as the “Website Build”). These Web Design Terms are referred to and incorporated in the Hyport Online and Digital Marketing Services Terms and Conditions (the “Marketing Services Terms”).

PLEASE READ THIS CAREFULLY. YOUR EXECUTION OF AN ORDER FORM FOR MARKETING SERVICES WHICH INCLUDES THESE PRODUCTS CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE WEBSITE DESIGN TERMS.

In the event of a conflict between these Web Design Terms and The Marketing Services Terms and/or Order Form, these Web Design Terms will control.

Hyport reserves the right to change these Website Design Terms at any time. We will provide notice of changes in these terms by updating the last modified date identified at the bottom of this document. All such changes will be binding upon you once posted, unless such changes are material in which case such changes will not take effect until the next time you sign an order form which includes these products.

Capitalized terms not defined here will have the meaning used in the Marketing Services Terms.

1. Features and Scope. The Website Build will include:

• Kick-off call with Client Success Manager to discuss website goals, strategy, marketing needs, content, layout, navigation, and other design requests.
• Research and select the right website style and features for Client.
• Build up to 15 web pages, navigation menu, colors, and approved features.
• Up to 20 stock photos (Getty Images only) if needed.
• Content interview with Content Writer.
• Up to 2,500 words of content writing (additional writing billed hourly).
• Delivery of initial version for review. Two rounds of revisions in total. Rough Draft and
• Final Draft (additional revisions billed hourly).
• Hosting: Backups, a content delivery network (upon request), and SSL certification.
  

Setup of the following:

• Contact forms
• Google Analytics
• Google Search Console
• Bing Webmasters.
• On-page SEO of up to 15 pages, including custom-written meta titles, meta descriptions, and alt text on images.
• Image Optimization: Image sizing and compression for faster page loading.
• 301 Redirects – Ensure prior links do not return ‘404 – Page Not Found’ error message. (Only required for existing domains).
• Quality assurance testing of all pages to ensure mobile responsiveness and proper functioning of all features prior to website launch.
• Client training will be provided after the website is launched.
• Work will only be performed during standard business hours.

2. Website Logistics.

1. Website Design. Hyport will create a website that is responsive, SEO optimized, and reasonably manageable by persons with basic software skills. You acknowledge that Hyport will create the Website using Open Source Components, such as WordPress, and Third-Party Materials, such as templates/template kits and/or themes developed for WordPress by third-party software developers and stock images from third parties like Getty Images. You will have an opportunity to provide instruction and direction during the design process identified in the Order.
2. Website Text. Hyport will provide the text (i.e., copy) for the Website if the content interview is completed.
3. WordPress Themes/Template Kits; Selection; Disclaimer. You acknowledge that Hyport will create your Website using themes and/or template kits developed for WordPress by third-party software developers which constitute Third-Party Materials under this Agreement. Once you have selected the theme and/or template kit that you desire Hyport to use to create your Website, you may not select a new or different theme and/or template kit absent Hyport’s written consent, which it may deny in its sole discretion. Hyport cannot and does not make any warranties in relation to themes and/or template kits that are used to create the Website. (A) Hyport HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT RELATED TO THIRD-PARTY THEMES AND/OR TEMPLATES, AND (B) Hyport SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT RELATED TO
4. THIRD-PARTY THEMES AND/OR TEMPLATES.
5. Accessibility During Design. During the design phase of the Website, you will be able to access it through a link provided by Hyport. The Website’s web pages will not be available to end users until you have approved the final Website.
6. Activation and Delivery. Upon your payment of all amounts owed to Hyport, Hyport will deliver administrative control of the Website to you via email or other electronic message that includes a username, password, and any other information required for you to assume administrative control. In the event you are paying monies owed under this Agreement on an installment plan, Hyport will grant you editor permission only to the Website and reserves the right to deactivate the Website should you fail to pay all amounts owed under the Agreement; full administrative control will be delivered upon your complete payment of all amounts owed.
7. Web Hosting. If the Services you purchased include web hosting, Hyport will arrange hosting for your Website as described in the Order.

3. Fees and Payment Terms

1. Description of Fees. You agree to pay the amounts set forth on the Order Form
2. Timing of Payment. Payment of the first invoice is due fourteen (14) days after the agreement is signed.
3. If website hosting is included in the contract, the monthly hosting fee ($59) starts on the 4th billing cycle.
4. All requested changes after a website goes live will be quoted at an hourly rate of $160 per hour and performed under our standard Digital Media Services Agreement.

4. Auto Charge Credit Card Payment Terms and Authorization. You authorize us to automatically charge your credit card or debit card to pay all charges billed to your account as they are billed and pursuant to the terms and conditions of existing agreements with N2. N2 may immediately deactivate the website in the event of non-payment. This authorization will remain in effect until revoked by you in writing and received by N2. If you revoke this authorization, N2 may terminate or suspend existing agreements immediately, though scheduled payments remain due and payable under existing agreement(s) until terminated or suspended by N2. You are responsible for providing advance notice to N2 for any changes to your credit/debit card information, including but not limited to name, account number, expiration date, etc.

5. Nonrefundable Services. Charges for digital media or other services are not refundable.

6. Privacy Matters. Each website must have a privacy policy that complies with applicable legal requirements. You must provide your own privacy policy.

1. Access to Information. You understand and acknowledge that Hyport may, for purposes of quality assurance and campaign assessment, access the information that you store in, and messages that you send using, your website and/or lead conversion software as may be applicable. It is your obligation to advise Hyport if you want such access to be limited and to determine whether your use of your website and the lead conversion software is in compliance with any privacy practices to which your business may be subject (such as the Health Insurance Portability and Accountability Act and other similar laws).
2. Disclosure of Information. You understand and acknowledge that we may disclose some of your information, including your contact and account information, to courts, law enforcement authorities and/or other relevant third parties, when such disclosure is necessary or advisable, at our sole discretion, to conduct an investigation, respond to a third party or law enforcement subpoena or court order, bring legal action or pursue other relief when you or a third party are or may be: (i) violating our terms and conditions of use; (ii) causing injury or other harm to, or otherwise violating our property or other legal rights, or those of other users or third parties; or (iii) violating federal, state, local, or other applicable law.

7. Website Licenses.  The following sets forth your rights in your website:

1. Perpetual Website License. Following your payment in full of the Website Fees, whether in a lump sum or over installments, and any applicable Set-Up Fees and Other Fees, Hyport hereby grants you a perpetual, irrevocable, non-transferable, non-assignable license to your website, including the right to copy, modify, create derivative works based on the Hyport Materials (as defined below) included in your website and use and publicly display the Custom Content in conjunction with advertising and promotional projects, entertainment applications, or prints, posters or other promotional purposes, but not for resale, license or other distribution (the “Perpetual Website License”).
2. Limited Website License. If paying your Website Fees in installments or having paid less than 12 such installments, subject to your continued payment of such Website Fees and compliance with this Agreement, Hyport hereby grants you a limited, revocable, non-transferable, non-assignable and non-exclusive license to your website (the “Limited Website License”). This Limited Website License does not permit you, and you agree not to, store, copy, reproduce, republish, modify, upload, post, translate, distribute, transfer, transmit, display or otherwise distribute in any way the Hyport Materials, except as specifically permitted in these Web Design Terms. If you fail to pay your Website Fees when due, Hyport shall immediately revoke your Limited Website License, make your website inaccessible (subject to the transition assistance described below) and you will no longer have any rights to your website, the lead conversion software or the Hyport Materials.
3. Limitations. Notwithstanding any provision of the Perpetual Website License or the Limited Website License to the contrary, you may not directly or indirectly, for yourself or affiliates or third-parties: (1) scrape, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Hyport Materials; (2) sell, rent, lease, loan, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Hyport Materials; (3) produce, license, assign, sell or distribute additional websites based on Hyport Materials; or (4) produce, license, assign, sell or distribute or in any manner commercially exploit Hyport Materials, or derivative works based on Hyport Materials, for resale, separate and apart from your products or services, or in any manner which competes with the Services. Hyport reserves all rights not expressly granted in this Agreement.

b. Licensed Images. Notwithstanding the foregoing or anything herein to the contrary, with respect to licensed graphics images included in your website (“Licensed Images”), you may not (i) make the Licensed Images available (separate from the end product into which it is incorporated) in any medium accessible by persons other than your authorized representatives; (ii) sell, license or distribute the Licensed Images in a way that is specifically intended to authorize a third party to download, extract or access the Licensed Images as a standalone file, such as for a screensaver; (iii) include the Licensed Images in an electronic template intended to be reproduced by third parties on electronic or printed products; (iv) use or display the Licensed Images so as to induce or involve the sale, license or other distribution of “on demand” products, including, without limitation, postcards, mugs, t-shirts, calendars, posters, wallpaper for mobile telephones and other items (e.g., “on demand” meaning as is currently offered on cafepress.com where imagery can be selected by end users for use in customizable merchandise); (v) incorporate a Licensed Image into any logo, trademark or service mark; (vi) broadcast a Licensed Image in film or video or include a Licensed Image in any retail product or product packaging; or (vii) in any way assign, sublicense or transfer any rights in the Licensed Images, which are granted pursuant to the Perpetual Website License or Limited Website License solely to you, to any other party. You further acknowledge and agree that your rights in any Licensed Image are revocable, and Hyport may withdraw such license(s) to any particular Licensed Image at any time, provided further, that so long as you continue to receive Managed Services, Hyport shall endeavor to replace any Licensed Image with a similar Licensed Image at no additional cost.

c. Platform License. For so long as you continue to receive Managed Services in connection with your website, you will be granted a revocable, non-transferable, non-sublicensable, non-exclusive, limited license to access Hyport’s content management system that allows you to upload content and make limited adjustments and revisions to your website. Without limiting any other disclaimers contained in the Agreement, Hyport will in no way be responsible for any errors, defects or downtime caused by your use of the content management system. Your access shall be password protected and you agree that you may not share your password with third parties or otherwise provide access to the content management system to third parties. If the security of your username(s) or password(s) is compromised in any way, or if you or one of your agents suspects that it may be, you shall immediately contact Hyport. Hyport is not responsible for any loss or damage suffered by the compromise of any password. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in the content management system, software, data, applications, methods of doing business or any elements thereof, or, until your payment in full of any Website Fees, any content provided therein (including any templates provided). You may only access the content management system via a Web browser, a mobile application or in a manner otherwise approved by Hyport. You will not attempt in any way to reverse engineer, alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the content management system. Hyport may terminate the foregoing license, at any time and for any reason.

8. Hyport Materials.

1. Ownership. Other than any Client Content (as described below), (i) all material and services comprising your website, including, but not limited to, the design of and “look and feel,” layout, email templates, photographs, graphics, images, text, audio, video, messages, interactive and instant messaging, design and functions, software, software documentation, files, documents, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Hyport Materials”), and (ii) all of Hyport’s trademarks, logos, and brand elements (“Hyport Marks”), are owned by Hyport or other parties that have licensed their material or provided services to Hyport, and are protected by copyright, trademark, trade secret and other intellectual property laws. You will not (and will not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in any Hyport Materials or Hyport Marks.
2. Infringing Content. Hyport will notify you if the use of any Hyport Materials infringes or could infringe the intellectual property rights of any third party. In such event, Hyport will remove such Hyport Materials from your website and will use commercially reasonable efforts to provide replacement content. You agree not to use any such Hyport Materials after notice of such infringement or potential infringement.

9. Your Content and Data.

1. Content. As between you and Hyport, you own all of the content, including any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information, that you provide to Hyport for inclusion in your website or that you directly (or indirectly via website visitors) add, post or share via your website (referred to as “Client Content”). You hereby grant Hyport and its affiliates a perpetual, irrevocable, license to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit your Client Content in connection with your Hyport website. Hyport may use your Client Content to the extent it is (or has been) accessible on your website to advertise and promote Hyport’s website offering and may list and otherwise refer to you and your business as users of the service. Hyport’s license to your Client Content is non-exclusive, meaning you may use your Client Content for your own purposes or let others use your Client Content for their purposes. Hyport’s license to your Client Content is fully paid and royalty free, meaning Hyport does not owe you or any third party anything else in connection with Hyport’s use of the Client Content. Hyport may exercise its rights anywhere in the world.
2. Representations. You are legally responsible for your Client Content and Hyport is in no way responsible for it. You represent and warrant that:
3. you own all rights to Client Content or, alternatively, you have the unrestricted right to give Hyport the rights described above, including the right to display the Client Content on your website;
4. you have paid and will pay in full any fees or other payments that may be related to the use of the Client Content; and
5. the Client Content does not infringe the intellectual property rights, privacy rights, publicity rights, moral rights or other legal rights of any third party
6. Other. Hyport may, but has no obligation to, monitor the Client Content or Customer Data on your website or stored in the content management system. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Hyport or its customers, or operate the Marketing Services properly. Hyport, in its sole discretion, may refuse to post, remove, or require you to remove, any Client Content or Customer Data, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. Hyport may, in its discretion, also require you to place all or any portion of the Client Content behind password protection. If Hyport has requested Client Content be placed or has placed Client Content behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password. If Hyport requests that you place any Client Content behind password protection and you fail to do so promptly, Hyport may place such Client Content behind password protection itself, or immediately terminate this Agreement.

10. Third-Party Sites.

Depending on the services you purchase and your individual circumstances, you may give Hyport access, including by providing login and password information, to certain third-party accounts and services such as Google Analytics, to allow Hyport to use and or modify those sites on your behalf. When you give Hyport access to a third-party site, or request that Hyport establish an account with a third-party site, you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give Hyport such access, login information and passwords. In addition, you authorize Hyport to use the functionality of such third-party site on your behalf, in any manner Hyport sees fit. Hyport will take actions such as registering you with such third-party site and managing and accessing your account and information (including listing and profile information) on such third-party site. Because of the interconnected nature of the internet, your information posted to third-party sites may be difficult to remove. For example, even if your information is removed from or updated on a third-party site, it may persist on other websites (including other websites) or may be cached in search engine indexes.

11. Hosting Transition Assistance.

Unless your website service is terminated because of your breach of this Agreement, upon termination of your Website Managed Services, and for a period of 30 days thereafter (the “Transition Period”), Hyport will use commercially reasonable efforts to provide you transition assistance, including:

1. 1. transferring ownership of any domain that Hyport may have obtained on your behalf;
   2. working with you to enable you to have continued access to your presence on third- party sites (for example, by providing you with instructions on how to transfer the accounts; provided, Hyport will not provide or transfer to you any Hyport-hosted e-mail addresses or passwords);
   3. providing a disk or other method to transfer you the Custom Content; and
   4. providing such other assistance as Hyport may choose to provide in Hyport’s sole discretion.
   5. After the Transition Period, Hyport will have no further obligation to provide you assistance, and Hyport shall have the right, but not the obligation, to delete all of your Client Content. You acknowledge and agree, however, that Hyport is under no obligation to remove any content that has been disseminated to third-party sites. After the Transition Period, Hyport will not be able to transition your site back to the content management if you wish to do so in the future.

12. Communications.

In purchasing a website, you agree to receive communications from time to time from Hyport via email or text message. You acknowledge and agree that we may send a response email or text message solely to confirm your change in settings.

13. Comments and Feedback.

Any questions, comments, suggestions, ideas, feedback, or other information provided by you to Hyport are not confidential and you hereby grant Hyport a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such information as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.

14. One-Page Website.

A One-Page Website includes one (1) page of original and/or migrated content or the equivalent presented on a single scrolling page, up to 10 licensed graphic images. You must provide your own domain for the One-Page Website. Notwithstanding any provision of these Web Design Terms to the contrary, with respect to One-Page Websites (i) Sections 1, 7(a)(i)-(ii), and 11 of the Web Design Terms are not applicable; and (ii) upon execution of an Order Form and for so long as an Order Form is in effect that includes the One-Page Website and your account is in good standing Hyport hereby grants you, a limited, revocable (as set forth herein), non-transferable, non-assignable and non-exclusive license to your One-Page Website solely on such sites, subject to the restrictions set forth in Section 7(a)(iii) and otherwise in these Website Terms, and provided further that such license does not permit you, and you agree not to, store, copy, reproduce, republish, modify, upload, post, translate, distribute, transfer, transmit, display or otherwise distribute in any way the Hyport Materials, except as specifically permitted in these Web Design Terms. If you fail to pay applicable Fees when due, Hyport may immediately revoke such license, make your One-Page Website inaccessible and you will no longer have any rights to your One-Page Website.

15. Indemnification.

In addition to the indemnification obligations set forth in the Marketing Services Terms, you agree to indemnify, defend, and hold harmless Hyport and its third-party affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys’ fees and expenses), arising from or relating to: (a) any Client Content; (b) the Custom Content (except relating to copyright infringement), provided that it has been approved by you; and (c) violation of the terms and conditions of any third-party site by you or anyone using your account. Notwithstanding anything to the contrary contained in any other order, agreement or addendum between the parties or their affiliates, the indemnity obligations in this Section 16 apply to all such orders, agreements and addendums, and supersede and replace any other indemnity provisions whether applicable to Hyport, its affiliates or you.

IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE MARKETING SERVICES TERMS, HYPORT (I) MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO YOU BY OR ON HYPORT’S BEHALF (INCLUDING ANY REPORTING, ANALYTICS AND SIMILAR INFORMATION) OR ANY CONTENT AVAILABLE ON OR THROUGH YOUR WEBSITE (INCLUDING ANY CONTENT SUBMITTED BY AN END-USER); AND (II) CANNOT AND DOES NOT GUARANTEE SPECIFIC PLACEMENT FOR ANY SPECIFIC KEYWORDS OR KEY PHRASES, NOR THE EFFECT OF THE SEO SERVICES ON SEARCH ENGINE PLACEMENT GENERALLY.