Terms and Conditions

By executing this agreement and making your initial payment, your effective start date will be the date the agreement is executed by all parties. Your initial payment will include your one time investment and total monthly investment. Monthly investments Marketing, Tech and Hosting Plans will be charged on your project start date as the first few months is used for setup, verification, optimization, configuration, integration, testing, planning and scheduling. A credit card is required to be on file for monthly recurring investments, which will be automatically charged to the credit card on file. You will be provided with access to your online client portal (please accept the invitation). Through your client portal you can access your invoices, make payments, view and download receipts and statements independently.

ESTIMATED PROJECT TIMELINES

PROJECT TIMELINE TERMINOLOGY:

START DATE IS EQUAL TO: The date this agreement is signed and executed and initial payment is received.

PROJECT LAUNCH DATE IS EQUAL TO: Date all On-boarding Forms are complete and sent to CI Web Group.

ON BOARDING FORMS: Forms required to initiate the launch date for your new project.

PROJECT TIMELINE OR DURATION: The Total Business Days to Complete Project (i.e. Total Business Day’s The Resources are Assigned to Project

ESTIMATED GO LIVE DATE: The initial and/or adjusted date the website is expected to Go Live.

Project timelines are estimates and can be adjusted. Project timelines and estimated go live dates are heavily impacted by:

• CI Web Group Production Pipeline at the time of your “Project Launch”.
• Client’s availability and response times for major milestones. To keep a project’s initial estimated go live date, responses are due within 3 days of a request for action.
• The size and complexity of the project based on the service agreement (i.e. Number of pages to write, transfer, style and/or edit. Number of products to transfer. Custom development. Etc.
• Exceeding the allowable rounds of changes during the design and development phase, and the complexity.
• Unforeseen challenges that arise during the project (once we have access to see or find other issues)
• 3rd Party Unavoidable Delays such as ownership, access, transfer, etc.

CRITICAL CLIENT PARTICIPATION REQUIREMENTS: MAJOR MILESTONES FOR WEBSITE & LANDING PAGE PROJECTS

• ON-BOARDING FORMS COMPLETION AND SUBMISSION
• PROJECT LAUNCH MEETING – ESTIMATED 1 – 2 HOURS
• DESIGN REVIEW (MAX 3 ROUNDS OF CHANGES) AND DESIGN APPROVAL FORM SUBMISSION
• DEVELOPMENT SITE REVIEW (MAX 3 ROUNDS OF CHANGES) AND GO LIVE APPROVAL FORM SUBMISSION

ALLOWABLE ROUNDS OF CHANGES DURING ACTIVE WEB PROJECT:

DESIGN WORK: 3 Rounds of Changes Allowed. You can purchase additional rounds of changes for $200 each. Project Duration. Once design is approved, and site is in development, any design changes that result in coding/development changes can me made for an additional investment of $500.

DEVELOPMENT SITE: 3 Rounds of Changes Allowed. You can purchase additional rounds of development changes for $500 each. Changes are defined as basic content, image, navigation and color changes. New additions above and outside of your service agreement are quoted separately.

LOGO OR FEATURED MANUFACTURER BRAND CHANGES: Featured Manufacturer Brand changes are $500 each after initial Designs are approved.CUSTOM CONTENT WRITING: 3 Rounds of Change are Allowed. Any additional changes should be made by the client.

CONSULTING AND TRAINING: Consulting and training hours available on a monthly or individual project basis.

SERVICES OVERVIEW AND ONLINE SUBSCRIPTION SIGN UP LINKS: 12 STEP ROADMAP

WEBSITE AND LANDING PAGE DESIGN AND DEVELOPMENT (ONE TIME INVESTMENT): Design and development services to create websites and/or landing pages for the purpose of branding, operational efficiencies, marketing or company representation (content transfer, writing and editing are separate.

GRAPHICS DESIGN (ONE TIME OR MONTHLY INVESTMENT): Design of assets such as Logos, Sliders, Promotional Graphics, Newsletters, Truck Wraps and Print. This can be quoted for individual projects or subscribed to on a monthly plan with rollover hours at a reduced rate.

HOSTING & MAINTENANCE PLAN (MONTHLY INVESTMENT):  Server, Website Hosting, Security, Backups, Support, Plugin Updates, Theme Updates, WordPress Updates, Database Compression.

REFRESH AND REPLACEMENT PLAN: Receive a new website with upgraded design and technology every 24 months.WEBSITE ADMINISTRATION PLAN (ONE TIME OR MONTHLY INVESTMENT): Purchase hours individually, in bulk or on a subscription with rollover hours for ongoing changes, additions and edits to a live website.

CONTENT TRANSFER (ONE TIME INVESTMENT): Content from the existing website or provided by the client to be added to your new website.CONTENT EDITING (ONE TIME INVESTMENT): Proofing and editing content for spelling, grammar and formatting.

SEO CONTENT WRITING (MONTHLY OR ONE TIME INVESTMENT): SEO content writing is very general content specifically designed for achieving search engine rankings for a specific search phrases and target location.

CUSTOM CONTENT WRITING (ONE TIME INVESTMENT):  Content written after interviewing your company with a mutually set intention and representative of your companies tone and ultimate message to be used for websites, email, newsletters, print, etc.

CRM AND ONLINE SCHEDULING SYSTEM (MONTHLY INVESTMENT):  Software system integrated in website providing lead conversion forms, online appointment scheduling, contacts management, conversion landing page, email and text marketing depending on subscription. CRM Solutions for small to enterprise business ERP systems.

LOCAL BUSINESS LISTINGS (MONTHLY INVESTMENT): Set Up, optimization and ongoing updates, reviews monitoring and suppression management of the top 60+ local business listing directories resulting in increased views, directions requests, clicks and call conversions for your services.

NEARBY NOW (MONTHLY INVESTMENT): Third Party system used to collect localized check ins content and reviews content through a mobile app. CI Web Group leverages this content to increase site visibility by city in addition to the goal of driving increased conversions through continual collection of positive reviews. When coupled with an SEO plan, it can help increase page rankings and traffic to drive new leads in more cities.

SOCIAL MEDIA (1 TIME OR MONTHLY INVESTMENT): CI Web Group, Inc. offers branding, graphics design, content, full marketing and advertising services for Facebook, Twitter, Google Plus, Linkedin and Instagram.

ON PAGE SEO (1 TIME OR MONTHLY INVESTMENT): Search Engine Optimization.  White-hat on-page search engine optimization techniques designed to properly index the Page on major search engines by category, search term and location. Providing strategy, research, set up, integration, management and reporting.

OFF PAGE SEO (1 TIME OR MONTHLY INVESTMENT): Off page link-building strategies to improve the page rank for search engine optimized pages of content.

CONTENT ENHANCEMENTS PLAN (MONTHLY INVESTMENT): Subscribe to monthly content enhancements to utilize for blogging, ongoing development of content on SEO pages to improve results, content modifications necessary to improve rankings and conversion results.

EMAIL AND TEXT MARKETING (1 TIME OR MONTHLY INVESTMENT:  Design, development, content writing, database imports and overall management of email and text marketing campaigns leveraging your CRM or email marketing system.

PPC PLAN (1 TIME OR MONTHLY INVESTMENT): Advertising Management of Pay Per Click, display advertising or re-targeting services through Google, YouTube, Facebook, etc. Providing research, strategy, set up, landing page design and development, integration, management and reporting.

VIDEO SERVICES (1 TIME OR MONTHLY INVESTMENT): Video filming, scripting, editing, production, marketing and optimization of various kinds of videos. Including TV, ADS, Whiteboard, Educational, Promotional, Operational, etc.

MOBILE APP: From simple to complex mobile apps, we provide the design, development, testing, submission, hosting and maintenance for Android and IOS.

RECOMMENDED SOFTWARE SOLUTIONS:

EMAIL HOSTING: LINK

ONLINE WEB FORMS: OPTION 1 LINK

EMAIL MARKETING CAMPAIGNS AND AUTOMATION: OPTION 1 LINK, OPTION 2 LINK

CRM: LINK

SOCIAL MARKETING MANAGEMENT: LINK

HELP DESK SOFTWARE: LINK

SURVEY SOFTWARE: LINK

PROJECT MANAGEMENT SOFTWARE: LINK

RECRUITING SOFTWARE: LINK

REPORTING SOFTWARE: LINK

ONLINE CHAT: LINK

DIY WEBSITES: LINK

TIMING.

CI Web Group, Inc. will prioritize the performance of the services as may be necessary or as identified in the proposal, and will undertake commercially reasonable efforts to perform the services within the time(s) identified in the proposal. The Client agrees to review deliverable within the time identified.

CLIENT OWNERSHIP OF ASSETS.
CI Web Group, Inc. assumes The Client has permission from the rightful owner to use any code, scripts, data, images, graphics, logos, applications, widgets, content, pictures, etc. The Client will hold harmless, protect, and defend CI Web Group, Inc. from any claim or suit arising from the use of such items. If a claim or suit was to arise, The Client agrees to cover any and all associated legal fees, claims, etc.

CLIENT ACCESS.
Client will be provided with editor access of their website. Should the client need administrative rights to their website, it requires the website to be paid in full, all invoices to be current and CI Web Group Executive approval in writing. CI Web Group Hosting, Maintenance and Support Plan does not cover break fixes or security issues caused by clients with Admin Access to upload files, plugins or themes directly to the servers and/or the ability to make changes directly to code and database files. Should a client become late on payments for open invoices, Admin access will be removed.

GENERAL CHANGES.
Unless otherwise provided in the proposal, and except as otherwise provided for herein, The Client shall pay additional charges for changes requested by The Client which are outside the scope of the Services on a time and materials basis, at CI Web Group, Inc.’s standard hourly rate of $175 per hour. Such charges shall be in addition to all other amounts payable under the proposal, despite any maximum budget, contract price or final price identified therein. CI Web Group, Inc. may extend or modify any delivery schedule or deadline in the proposal and deliverable as may be required by such changes.

TESTING AND ACCEPTANCE.
CI Web Group, Inc. will exercise commercially reasonable efforts to test deliverable requiring testing and to make all necessary corrections prior to providing deliverables to The Client. The Client, within 5 business days of receipt of each deliverable, shall notify CI Web Group, Inc., in writing, of any failure of such deliverable to comply with the specifications set forth in the proposal, or of any other objections, corrections, changes or amendments The 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 CI Web Group, Inc. 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 The Client, the deliverable shall be deemed accepted. CI Web Group, Inc. does not advise, warrant or support any known custom modifications to WordPress Themes, Plugins or basic WordPress Framework.

CLIENT RESPONSIBILITIES.
The 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 CI Web Group, Inc.; (b) Provision of The Client content in a form suitable for reproduction or incorporation into the deliverable without further preparation, unless otherwise expressly provided in the proposal; and (c) Final proofreading and in the event that The Client has approved deliverable but there are errors, such as, by way of example, not limited to, typographic errors or misspellings, remain in the finished product, The Client shall incur the cost of correcting such errors or can make these changes utilizing their own company resources. (d) Adhere to minimum communication requirements. (e) request for client reviews – for such reviews client agrees to provide feedback promptly either, (i) approve the deliverable in writing or (ii) provide written comments and/or corrections sufficient to identify the The Client’s concerns, objections or corrections to CI Web Group, Inc. CI Web Group, Inc. shall be entitled to request written clarification of any concern, objection or correction. The Client acknowledges and agrees that CI Web Group, Inc.’s ability to meet any and all schedules is entirely dependent upon The Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the proposal and that any delays in The Client’s performance or changes in the services or deliverable requested by The Client may delay delivery of the deliverable. Any such delay caused by The Client shall not constitute a breach of any term, condition or CI Web Group, Inc.’s obligations under this agreement. CI Web Group, Inc. is not responsible for modifying client provided content, images, graphics or logo unless The Client has subscribed to and paid for editing services.

PROJECT ABANDONMENT
Project abandonment can occur when the client has a web design and development project on hold (SEE Appendix C: Minimum Client Requirements – On Hold Notification Sample) for 90 days or longer. CI Web Group, Inc. has the right to remove and permanently delete all completed work, shut down the hosting, permanently delete all backups from our servers and archive the project after a period of 180 days from the On Hold Notification date. The project work will be unrecoverable, all payments made are non refundable and if the client wants to resume the project at a later date, they will be provided with a new investment summary as if it was an entirely new project.

TESTING AND ACCEPTANCE.
CI Web Group, Inc. will exercise commercially reasonable efforts to test deliverable requiring testing and to make all necessary corrections prior to providing deliverable to The Client. The Client, within 5 business days of receipt of each deliverable, shall notify CI Web Group, Inc., in writing, of any failure of such deliverable to comply with the specifications set forth in the proposal, or of any other objections, corrections, changes or amendments The 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 CI Web Group, Inc. 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 The Client, the deliverable shall be deemed accepted. CI Web Group, Inc. does not advise, warrant or support any known custom modifications to WordPress Themes, Plugins or basic WordPress Framework.

LICENSED SERVICES, PAGES AND 3rd PARTY APPLICATION.
The following services and applications are licensed for use during active subscription of The Client. Once website hosting services are cancelled the following licensed services, pages and applications will be removed from the The Client’s website and are not permitted to be used or transferred to a new hosting provider without written consent and an active subscription,

• SEER Calculator
• Online Scheduling and CRM System
• Local Listings and Service Area Pages
• Troubleshooting System
• FAQ & Terminology Pages
• Nearby Now
• Paid / Licensed WordPress Plugins and Themes
• CRM, Forms Systems and Other Subscribed to Marketing Software and it’s integration

CI Web Group, Inc. does not warrant and is not responsible for the up-time, performance or accuracy of any 3rd Party Services, Applications, Plugins or Systems. Should the Client cancel hosting, maintenance or monthly marketing services with CI Web Group, Inc. they may be able to continue subscriptions to these services at our retail rates at the time of cancellation.

LICENSE KEYS.
In order to build a website we have to use many applications that require a licence keys. If the functionality is included in your agreement, we may use our developer license for the application, theme, technology or plugin. You may request additional functionality that requires additional license keys or plugin purchases, which will require CI Web Group, Inc.or The Client to purchase additional plugins or license keys, this will be agreed to per project change request. Should you cancel services with CI Web Group, Inc., you will need to purchase your own licence keys as our developer licenses will not transfer with you website.

GNU GENERAL PUBLIC LICENSE.
In a WordPress Coding environment, much of your website code is under the GPL. The GNU General Public License (GNU GPL or GPL) is the most widely used free software license, which guarantees end users (individuals, organizations, companies) the freedoms to use, study, share (copy), and modify the software. Software that allows these rights is called free software. The GPL is a copyleft license, which means that derived works can only be distributed under the same license terms.

WEBSITE REFRESH AND REPLACEMENT PLAN.
Websites need to be refreshed and redesigned based on new technology, requirements and based on the knowledge gained from measuring performance about every 18 to 24 months to limit performance and security issues, search engine compliance violations and/or losses from poor technology performance. Through our refresh plan, The Client will be able to begin a new website design project every 24 months (timelines for completion depend on specifications for the new design and can range from 3 months to 6 months). The investment for your website refresh is managed through a low monthly payment to make it easier to budget and plan for. Should the client cancel services with CI Web Group, the investment in a website refresh and replacement plan is forfeited.

ACCREDITATION/PROMOTIONS.
All displays or publications of the deliverable shall bear accreditation and/or copyright notice in CI Web Group, Inc.’s name in the form, size and location as incorporated by CI Web Group, Inc. in the deliverable, or as otherwise directed by CI Web Group, Inc. . CI Web Group, Inc. retains the right to reproduce, publish and display the deliverable in CI Web Group, Inc.’s portfolios and websites, social media channels 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 deliverable 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.

TRANSFERS AND MIGRATIONS
Our Transfers Team will make every effort to help The Client move your website to CI Web Group, Inc.. Transfers are provided as a courtesy service. CI Web Group, Inc. does not make any guarantees regarding the availability, possibility, or time required to complete an account transfer. Each hosting company is configured differently, and some hosting platforms save data in an incompatible or proprietary format, which may make it extremely difficult, if not impossible, to migrate some or all account data. In some cases we may not be able to assist The Client in a transfer of data from an old host. The free transfer service is available for thirty (30) days from your sign up date. Transfers outside of the thirty (30) day period will incur a charge; please contact a member of our IT/Help Desk department to receive a price quote.

In no event shall CI Web Group, Inc. be held liable for any lost or missing data or files resulting from a transfer to or from CI Web Group, Inc. . The Client is solely responsible for backing up your data in all circumstances. If CI Web Group, Inc. is hosting a website developed by a 3rd party company, all support and maintenance requests will be evaluated individually for service inclusion. If The Client website has any known coding, plugin, Theme, CSS, functionality, security, vulnerabilities, content, navigation, design, responsive, etc errors that need fixed, CI Web Group, Inc. will provide The Client with the estimated number of hours to resolve and the client can agree to a rate of $75 per hour to make these corrections. If the issues could cause a threat to the server, other sites on a shared server or to the site visitors, CI Web Group, Inc. will make recommendations to move to a Private Server until recommended repairs are complete. If The Client declines to transfer website to a Private Server and assume the associated costs, CI Web Group, Inc. has the right to cancel hosting arrangements and send files back to The Client to select another hosting provider.

GENERAL TERMS AND CONDITIONS
RELATIONSHIP OF THE PARTIES Independent Contractor.
CI Web Group, Inc. is an independent contractor, not an employee of The Client or any company affiliated with The Client . CI Web Group, Inc. shall provide the services under the general direction of client but CI Web Group, Inc. shall determine, in CI Web Group, Inc.’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. CI Web Group, Inc. and the work product or deliverable prepared by CI Web Group, Inc. shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to The 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

SERVICE AVAILABILITY.
CI Web Group will make every available effort to keep CI Web Group, Inc. Hosting Services operational 24 hours a day, 7 days a week. There will be periods of downtime for maintenance and upgrades, and sometimes, for reasons that we did not plan. We will attempt to provide at least 24 hours of notice for scheduled maintenance or downtime, but some downtime may be unscheduled and beyond our control.

NO SOLICITATION.
During the term of this agreement, and for a period of two (2) years after expiration or termination of this agreement, The 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 [CI Web Group. Company, employee or CI Web Group, Inc. agent of CI Web Group, Inc., 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, The Client agrees that CI Web Group, Inc. shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with CI Web Group, Inc., or (b) 25 percent of fees paid to said person if engaged by The Client as an independent contractor or employee. In the event of (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 The Client. CI Web Group, Inc., in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.

NO EXCLUSIVITY.
The parties expressly acknowledge that this agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services, anywhere, of the same or similar nature to those provided by CI Web Group, Inc., and CI Web Group, Inc. shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by The Client.

INDEMNIFICATION / LIABILITY.
The Client agrees that it shall defend, indemnify, save and hold CI Web Group, Inc. harmless from any and all demands, liabilities, losses, expenses, costs and claims, demand or action including reasonable attorneys’ fees, (“Liabilities”) asserted against CI Web Group, Inc., its agents, its The Clients, servants officers, contractors and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by The Client, its agents, employees or assigns. The Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances CI Web Group, Inc. shall promptly notify The Client in writing of any claim or suit. The Client agrees to defend, indemnify and hold harmless CI Web Group, Inc. Web Hosting against Liabilities arising out of; any injury to person or property caused by any products sold or otherwise distributed in connection with CI Web Group, Inc. services, client website, products, server; any material supplied by The Client infringing or allegedly infringing on the proprietary rights of a third party; copyright infringement; any defective product which The Client sold on CI Web Group, Inc. Web Hosting Server. Cyber attacks, claims or suit; any claim or suit; The Client will reimburse the reasonable out-of-pocket expenses incurred by CI Web Group, Inc. in providing assistance. CI Web Group, Inc. is not responsible for any loss of income claims for any reason by the client.

USER CONTENT.
The Client may be able to upload, store, publish, display and distribute information, text, photos, videos and other content on or through the Services (collectively, “User Content”). User Content includes any content posted by you or by users of any of your websites hosted through the Services (“User Websites”). The Client is solely responsible for any and all User Content and any transactions or other activities conducted on or through User Websites. By posting or distributing User Content on or through the Services, The Client represents and warrants to CI Web Group, Inc. that (i) you have all the necessary rights to post or distribute such User Content, and (ii) your posting or distribution of such User Content does not infringe or violate the rights of any third party.

ACCURATE, CURRENT AND COMPLETE INFORMATION.
It is The Client responsibility to provide accurate, current, and complete information on the on-boarding forms, including an email address that is different from the domain you are signing up under. If there is ever an abuse issue or we need to contact The Client, we will use the primary email address we have on file. It is The Client responsibility to ensure that the contact information for your account, including any domain accounts is accurate, correct and complete at all times. CI Web Group, Inc. is not responsible for any lapse in the Services, including without limitation, any lapsed domain registrations due to outdated contact information being associated with the domain. If you need to verify or change your contact information, The Client may utilize the client profile forms to update your primary contacts for projects and services and the Client Portal to update your billing contact information. Providing false contact information of any kind may result in the termination of your account. The Client agree to be fully responsible for all use of The Client account and for any actions that take place through The Client account. It is your responsibility to maintain the confidentiality of your password and other information related to the security of your account.

GENERAL.
Modification/Waiver. This agreement may be modified by the CI Web Group, Inc.. Any modification of this agreement must be in writing, except that CI Web Group, Inc. ‘s invoices may include, and The Client shall pay, expenses or costs that The Client authorizes by electronic mail, digital signature or digital format 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.

NOTICES.
All notices to be given here under shall be transmitted via 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.

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.

FORCE MAJEURE.
CI Web Group, Inc. shall not be deemed in breach of this agreement if CI Web Group, Inc. is unable to complete the services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of CI Web Group, Inc. or any local, state, federal, national or international law, governmental order or regulation or any other event beyond CI Web Group, Inc. ‘s control (collectively, “Force Majeure Event”). Upon occurrence, of any Force Majeure Event, CI Web Group, Inc. shall give notice to The 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.

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 Washington 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 attorney’s’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Washington. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. The Client acknowledges that CI Web Group, Inc. will have no adequate remedy at law in the event The Client uses the deliverable in any way not permitted here under, and hereby agrees that CI Web Group, Inc. 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.

SEVER-ABILITY.
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.

CONFIDENTIALITY.
Disclaimer The information contained in these documents is confidential, privileged and only for the information of the intended recipient and may not be used, published or redistributed without the prior written consent of CI Web Group, Inc.. The opinions expressed are in good faith and while every care has been taken in preparing these documents, CI Web Group, Inc. makes no representations and gives no warranties of whatever nature in respect of these documents, including but not limited to the accuracy or completeness of any information, facts and/or opinions contained therein. CI Web Group, Inc., its subsidiaries, the directors, employees and agents cannot be held liable for the use of and reliance of the opinions, estimates, forecasts and findings in these documents.

INVOICING | PAYMENTS | CANCELLATION TERMS AND CONDITIONS
INVOICES AND PAYMENTS.
All invoices are payable within 30 days of receipt. A monthly service charge of 5% is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. The Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. CI Web Group, Inc. reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full, which shall be inclusive of any and all outstanding additional costs, taxes, expenses, fees, charges, or the costs of changes. In the case where a project is abandoned by The Client during development (payments have stopped) the project will be terminated and unrecoverable after a period of 60 days. In the case of a “Live Site”, The Client site will be suspended if the clients open invoices become 30 days past due and site will be removed and deleted from our server after a period of 60 days.

CANCELLATIONS.
30 day Notice for Cancellation must be submitted through the CI Web Group, Inc. Cancellation Request Form. Open invoices must be paid prior to transferring client website and materials or providing administrative access or logins. Approved cancellations will be processed within 30 days. All outstanding invoices must be paid in full before the website may be transferred or hosted with another provider. CI Web Group, Inc. will continue charge hosting and maintenance fees until both the cancellation request form and open invoices are paid in full.

PERFORMANCE.
If the Customer cancels or postpones any performance without proper notice or fails to make any payment or fails to perform any other condition precedent as required by this Agreement then the Customer will be in breach of this Agreement and CI Web Group, Inc. will have no further obligations under this Agreement.

NO REFUNDS.
No refunds will be provided for any reason from CI Web Group, Inc. with the exception of valid billing errors.

LIMITATION ON DAMAGES.
Neither party shall be liable to the other for any consequential damages, including damages for lost profits or loss of opportunity, suffered by the other party.

LIMITATION OF LIABILITY.
The services and the work product of CI Web Group, Inc. are sold “as is.” In all circumstances, the maximum liability of designer, its directors, officers, employees, design agents and affiliates (“CI Web Group, Inc. Parties”), to The Client for damages for any and all causes whatsoever, and The Client’s maximum remedy, regardless of the form of action whether in contract, tort or otherwise, shall be limited to the net profit of CI Web Group, Inc. . In no event shall designer be liable for any lost data or content, lost sales, 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 CI Web Group, Inc., even if CI Web Group, Inc. has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

TERM AND TERMINATION: WEBSITE AND HOSTING/MAINTENANCE
This agreement shall commence upon the effective date and shall remain effective for 2 years. This agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of all parties, or 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 15 days from receipt of written notice of such breach. In the event of termination, CI Web Group, Inc. 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 CI Web Group, Inc. or CI Web Group, Inc.’s agents as of the date of termination, whichever is greater; and The 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 by The Client and upon full payment of compensation as provided herein, CI Web Group, Inc. grants to The Client such right and title as provided for in schedule A of this agreement with respect to those deliverable provided to, and accepted by The Client as of the date of termination.

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) pay all outstanding invoices (c) other than as provided herein, all rights and obligations of each party under this agreement, exclusive of the services, shall survive.

TERM AND TERMINATION: MARKETING SERVICES
For any marketing service provided by CI Web Group, Inc. we either require a setup fee or a minimum requirement of participation (term). Marketing is not a project with a start and end date, but rather an ongoing process.

SEO Services – 6 Month Agreement then month to month
Local Listings – 1 Year Term then month to month
Nearby Now – 1 Year Term then month to month
Social Media Marketing – 3 Month Agreement then month to month
Pay Per Click – Month to Month
CRM – 3 Month Agreement then month to month

PRICING AND SERVICES:

CI Web Group, Inc. pricing will have an automatic price increase of 3% annually. CI Web Group, Inc. has the right to cancel offering services or modify services as needed at any time.

AGREEMENT IN WASHINGTON STATE.

This agreement becomes effective only when signed by agents of The Client. and CI Web Group, Inc. Regardless of the place of signing of this agreement, The Client agrees that for purposes of venue, this contract was entered into in Washington and any dispute will be litigated or arbitrated in Washington.

THIS AGREEMENT

The agreement contained in this contract constitutes the sole agreement between The Client and the CI Web Group, Inc. regarding all items included in this agreement. If upgrading or changing service plans, this agreement will replace all existing agreements and their Terms and Conditions.

Appendix:
WEBSITE SECURITY – Best Practices for WordPress Security and Virus Prevention
We here at CI Web Group, Inc believe in transparency, honesty and education. So here’s the reality. No website is hack-proof, small or large, private or public. The only website that is impenetrable is the one never built. While no website is 100% hack-proof, we have additional security services that can assist in improving the site from being hacked by low-level hackers. If you think your website should never go down or never get hacked, just think about the budgets of these well known business. Facebook (over 60K servers) Microsoft has to move and add additional data-centers to combat these hacks consistently. Cyber attackers have even been able to infiltrate gain access to the US government’s systems, more than once.
FBI Warning: http://www.zdnet.com/article/fbi-expect-isis-hacks…SQL 

Injection: http://www.zdnet.com/article/over-1-million-wordpr…

The more popular your website becomes, the more likely your site is to become a random target. So – if you’ve had a template website that has never been hacked in the past 5 years, it’s probably also not very popular and therefore not effective and not a target. Once you have a quality website and an SEO plan, your website rank will increase, traffic will increase and your site will eventually have hack attempts. We are able to block about 99.9% of all hacks as long as you follow the recommendations below. CRITICAL THINGS YOU SHOULD DO TO PROTECT YOUR WEBSITE FROM VIRUSES AND MALWARE.

• Subscribe to our Hosting and Maintenance Plan – where we will perform regular updates to your WordPress, Theme, Plugins and Database. Never subscribe to a Hosting Only plan.
• Make sure you are on our refresh and replacement plan, keeping your website up-to- date with the latest plugins, themes, and wordpress installation and insure your website for replacement of Theme, Plugins and WordPress in case of break or vulnerability. The current lifecycle is estimated at 18 – 24 months.
• Don’t customize a theme or plugin so it is no longer able to be updated. If you need custom functionality that’s not available within the code structure of the Theme or Plugin, request and estimate for custom coding project to ensure that you are not opening the door for Hacks and invest in it being done right, vs. cheap.
• Limit or Remove Plugins for Web Forms and have all form’s completed on 3rd party CRM Application such as a Scheduling System or Integrated CRM. Note: Everywhere a visitor can enter information directly into your website database it is leaving the site open for SQL Injection.
• Limit the number of 3rd Party Plugins to ONLY the necessities. If available, ALWAYS use a paid and supported plugin vs. free. Never use Free WordPress Themes/Templates.
• Purchase and install a high end SSL (Secure Socket Layer) on your Server and/or your website. * Required for e-commerce websites and Preferred by Google for all websites!

DID YOU KNOW THAT WHAT YOU DO (OR DON’T DO) WITH YOUR PERSONAL COMPUTER CAN NEGATIVELY IMPACT YOUR WEBSITE’S SECURITY?

SECURITY BEST PRACTICES YOU AND YOUR TEAM SHOULD FOLLOW!

• Always keep you and your team’s personal computers secure with the latest security software, especially if you are NOT using a Apple/Mac.
• Ensure you have proper internal controls and security policies for your computers, employee and contractor home computers (VPN), servers and networks.
• Always use extremely high secure passwords (things you could never remember) with Caps, Lowercase, Special Characters and Numbers.
• Change your passwords every 3 months minimum on your website.
• Avoid opening any attachments or links from email or social media sites that you are not sure about – Ask us if it’s spam if you are unsure – this may even look like it’s coming from a friend, bank or company you know. The email inbox, as a direct line to potential victims, has always been a popular target for cybercriminals. Phishing campaigns, containing malicious links, files and software, attempt to dupe the user into downloading attachments that can compromise their computer — from logging keystrokes to recording camera feeds and spying on their activities. If you’re not sure, stay away — especially if the email is sent by a financial institution. It may even be an email saying you have a virus, click this link to remove now.
• Always Submit questions, plugins, emails, downloads to our help-desk team for security review, even if your IT Team, friend, web company makes the recommendation. The majority of submissions for plugin installations are found to be harmful threats to your website’s security, performance or both.
• Website Administrators – Never log into the back-end of your website from a computer that is infected or un-secure!
• Avoid Software Downloads. “If you didn’t go looking for it, don’t install it,” — software downloads may appear legitimate, but if you did not ask for it, be wary.
• AVOID conducting risky behaviors online — such as ordering illegal, adult websites, gambling sites, dodgy items including but not limited to medication and fake goods — you’re running the risk of turning your PC into a “tool of spammers,” according to the security experts.

“The singular job of the spammers is to drive traffic to their site of choice. If you are visiting risky websites you’re fueling the direct people who want to hack and spam you.”

GENERAL CHANGES.
CLIENT RESPONSIBILITIES.
PROJECT ABANDONMENT

CI Web Group, Inc. does not warrant and is not responsible for the up-time, performance or accuracy of any 3rd Party Services, Applications, Plugins or Systems. Should the Client cancel hosting, maintenance or monthly marketing services with CI Web Group, Inc. they may be able to continue subscriptions to these services at our retail rates at the time of cancellation.

LICENSE KEYS.
GNU GENERAL PUBLIC LICENSE.

Websites need to be refreshed and redesigned based on new technology, requirements and based on the knowledge gained from measuring performance about every 18 to 24 months to limit performance and security issues, search engine compliance violations and/or losses from poor technology performance. Through our refresh plan, The Client will be able to begin a new website design project every 24 months (timelines for completion depend on specifications for the new design and can range from 3 months to 6 months). The investment for your website refresh is managed through a low monthly payment to make it easier to budget and plan for. Should the client cancel services with CI Web Group, the investment in a website refresh and replacement plan is forfeited.

ACCREDITATION/PROMOTIONS.

Our Transfers Team will make every effort to help The Client move your website to CI Web Group, Inc.. Transfers are provided as a courtesy service. CI Web Group, Inc. does not make any guarantees regarding the availability, possibility, or time required to complete an account transfer. Each hosting company is configured differently, and some hosting platforms save data in an incompatible or proprietary format, which may make it extremely difficult, if not impossible, to migrate some or all account data. In some cases we may not be able to assist The Client in a transfer of data from an old host. The free transfer service is available for thirty (30) days from your sign up date. Transfers outside of the thirty (30)day period will incur a charge; please contact a member of our IT/Help Desk department to receive a price quote. In no event shall CI Web Group, Inc. be held liable for any lost or missing data or files resulting from a transfer to or from CI Web Group, Inc. . The Client is solely responsible for backing up your data in all circumstances. If CI Web Group, Inc. is hosting a website developed by a 3rd party company, all support and maintenance requests will be evaluated individually for service inclusion. If The Client website has any known coding, plugin, Theme, CSS, functionality, security, vulnerabilities, content, navigation, design, responsive, etc errors that need fixed, CI Web Group, Inc. will provide The Client with the estimated number of hours to resolve and the client can agree to a rate of $75 per hour to make these corrections. If the issues could cause a threat to the server, other sites on a shared server or to the site visitors, CI Web Group, Inc. will make recommendations to move to a Private Server until recommended repairs are complete. If The Client declines to transfer website to a Private Server and assume the associated costs, CI Web Group, Inc. has the right to cancel hosting arrangements and send files back to The Client to select another hosting provider.

GENERAL TERMS AND CONDITIONS

SERVICE AVAILABILITY.
NO EXCLUSIVITY.
INDEMNIFICATION / LIABILITY.

ACCURATE, CURRENT AND COMPLETE INFORMATION.

GENERAL.

FORCE MAJEURE.

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.

CONFIDENTIALITY.

INVOICING | PAYMENTS | CANCELLATION TERMS AND CONDITIONS

CANCELLATIONS.

No refunds will be provided for any reason from CI Web Group, Inc. with the exception of valid billing errors.

LIMITATION ON DAMAGES.

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) pay all outstanding invoices (c) other than as provided herein, all rights and obligations of each party under this agreement, exclusive of the services, shall survive.

TERM AND TERMINATION: MARKETING SERVICES

The agreement contained in this contract constitutes the sole agreement between The Client and the CI Web Group, Inc. regarding all items included in this agreement. If upgrading or changing service plans, this agreement will replace all existing agreements and their Terms and Conditions.
Appendix: WEBSITE SECURITY – Best Practices for WordPress Security and Virus Prevention
We here at CI Web Group, Inc believe in transparency, honesty and education. So here’s the reality. No website is hack-proof, small or large, private or public. The only website that is impenetrable is the one never built. While no website is 100% hack-proof, we have additional security services that can assist in improving the site from being hacked by low-level hackers. If you think your website should never go down or never get hacked, just think about the budgets of these well known business. Facebook (over 60K servers) Microsoft has to move and add additional data-centers to combat these hacks consistently. Cyber attackers have even been able to infiltrate gain access to the US government’s systems, more than once.

FBI Warning: http://www.zdnet.com/article/fbi-expect-isis-hacks…
SQL Injection: http://www.zdnet.com/article/over-1-million-wordpr…

The more popular your website becomes, the more likely your site is to become a random target. So – if you’ve had a template website that has never been hacked in the past 5 years, it’s probably also not very popular and therefore not effective and not a target. Once you have a quality website and an SEO plan, your website rank will increase, traffic will increase and your site will eventually have hack attempts. We are able to block about 99.9% of all hacks as long as you follow the recommendations below.

CRITICAL THINGS YOU SHOULD DO TO PROTECT YOUR WEBSITE FROM VIRUSES AND MALWARE.

• Subscribe to our Hosting and Maintenance Plan – where we will perform regular updates to your WordPress, Theme, Plugins and Database. Never subscribe to a Hosting Only plan.
• Make sure you are on our refresh and replacement plan, keeping your website up-to- date with the latest plugins, themes, and wordpress installation and insure your website for replacement of Theme, Plugins and WordPress in case of break or vulnerability. The current life cycle is estimated at 18 – 24 months.
• Don’t customize a theme or plugin so it is no longer able to be updated. If you need custom functionality that’s not available within the code structure of the Theme or Plugin, request and estimate for custom coding project to ensure that you are not opening the door for Hacks and invest in it being done right, vs. cheap.
• Limit or Remove Plugins for Web Forms and have all form’s completed on 3rd party CRM Application such as a Scheduling System or Integrated CRM. Note: Everywhere a visitor can enter information directly into your website database it is leaving the site open for SQL Injection.
• Limit the number of 3rd Party Plugins to ONLY the necessities. If available, ALWAYS use a paid and supported plugin vs. free. Never use Free WordPress Themes/Templates.
• Purchase and install a high end SSL (Secure Socket Layer) on your Server and/or your website. * Required for e-commerce websites and Preferred by Google for all websites!

DID YOU KNOW THAT WHAT YOU DO (OR DON’T DO) WITH YOUR PERSONAL COMPUTER CAN NEGATIVELY IMPACT YOUR WEBSITE’S SECURITY?

SECURITY BEST PRACTICES YOU AND YOUR TEAM SHOULD FOLLOW!

• Always keep you and your team’s personal computers secure with the latest security software, especially if you are NOT using a Apple/Mac.
• Ensure you have proper internal controls and security policies for your computers, employee and contractor home computers (VPN), servers and networks.
• Always use extremely high secure passwords (things you could never remember) with Caps, Lowercase, Special Characters and Numbers.
• Change your passwords every 3 months minimum on your website.
• Avoid opening any attachments or links from email or social media sites that you are not sure about – Ask us if it’s spam if you are unsure – this may even look like it’s coming from a friend, bank or company you know. The email inbox, as a direct line to potential victims, has always been a popular target for cybercriminals. Phishing campaigns, containing malicious links, files and software, attempt to dupe the user into downloading attachments that can compromise their computer — from logging keystrokes to recording camera feeds and spying on their activities. If you’re not sure, stay away — especially if the email is sent by a financial institution. It may even be an email saying you have a virus, click this link to remove now.
• Always Submit questions, plugins, emails, downloads to our help-desk team for security review, even if your IT Team, friend, web company makes the recommendation. The majority of submissions for plugin installations are found to be harmful threats to your website’s security, performance or both.
• Website Administrators – Never log into the back-end of your website from a computer that is infected or un-secure!
• Avoid Software Downloads. “If you didn’t go looking for it, don’t install it,” — software downloads may appear legitimate, but if you did not ask for it, be wary.
• AVOID conducting risky behaviors online — such as ordering illegal, adult websites, gambling sites, dodgy items including but not limited to medication and fake goods — you’re running the risk of turning your PC into a “tool of spammers,” according to the security experts.

“The singular job of the spammers is to drive traffic to their site of choice. If you are visiting risky websites you’re fueling the direct people who want to hack and spam you.”NG:  All customization to SEO Content should be made by the client without altering the search terms or target services.

TOTAL PROJECT DURATION:

If client project duration exceeds the planned time below, client may be required to pay a 10% of project fee, per month to extend planned resources.
If you are unable to provide reviews and approvals (Major Milestones) within your project timeline, your project will be placed on hold. There are no refunds for delayed or abandoned projects.

PROJECT DURATION ESTIMATES (SAMPLES BASED ON SUBSCRIBED CONTENT REQUIREMENTS)