Design Terms of Service

This AGREEMENT (Agreement) is entered into by Emma Concepts International Inc. (operator and parent company of Zufzy.net), a California Corporation (Zufzy) and the client (Client), whenever Client orders a service from Zufzy.

Recitals

This agreement sets forth the terms and conditions under which both parties will cooperate to bring online or launch the Client’s project(s). The following product and service terms apply only when client has purchased such product or service.

NOW, THEREFORE, the parties agree as follows:

Zufzy Deliverable and Responsibility

Zufzy agrees to provide all services invoiced as described below:

• If Client is purchasing a Logo Design Service: Zufzy agrees to design a logo in accordance to the logo package the client has chosen.
  • The logo packages entail design concepts and revision (s), depending on the package selected. The client will be presented with logo concepts (usually within 5 business days); the client will select one, and ask for a revision (s) of the same logo concept (usually within 2 business days).
  • Additional revision requests beyond what the logo package allows will be billed at $45 per revision.
  • Once a logo is selected from the original concepts presented, client cannot change his/her mind and go back to another original logo concept. In such case a new full logo fee of $189 will apply. Client does not own nor is entitled to own all of the logo concepts but only will own and receive one of the concepts that client selects at the end (referred to as final logo).
• If Client is purchasing a website design package: Zufzy agrees to design a website in accordance to website package the client has chosen.
  • Zufzy agrees to launch this website within the estimated time frame from the date all content is turned over by the client. However, on occasion, matters outside of Zufzy’z control may delay the launch for a brief period of time.
  • In case of Medical Websites: Client understands and agrees that the website designed for client by Zufzy will not contain an “email us” or “appointment request via email” capability in order to stay compliant with HIPAA Regulations. If Client wishes to add such functionality to their website, then Client can seek the help of a third party at an additional fee, who specializes in making such email forms HIPAA compliant.
  • Zufzy and the client must work together to launch the website in a timely manner. Zufzy agrees to work expeditiously to complete the website. If the client does not supply Zufzy complete text and graphics content within two weeks of the date this contract is signed, the entire amount of the contract becomes due and payable as agreed in the payment section of this contract, regardless of the contract’s completion status. If the client has not submitted complete text and graphics content within four weeks after signing this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is launched.
  • Client understands that Page mock-ups are not functional web pages but instead a photo rendering of what the page would look like. These pages are drawn in a graphic program and do not include any coding.
  • In regards to a WordPress CMS setup: if client purchases such package, Zufzy will deliver a full installation of WordPress, plus a theme designed for the client, and will setup up to 10 pages of content. Client understands that with WordPress, client can add as many pages as they would like themselves to the site after the initial 10 pages that Zufzy will setup. For example, Zufzy will use the content provided by client and setup pages such as Homepage, Services, Products, About us, etc. up to a total of 10. Client can then either hire Zufzy at an hourly rate to add more pages or choose to do it themselves through the administrative back-end.
• If Client is purchasing a Brochure Design: Zufzy agrees to design a brochure in accordance to the package the client has chosen.
  • The brochure packages entail design concepts, and revision (s), depending on the package selected. The client will be presented with a brochure concept (usually within 10 business days); the client will ask for a set of revisions (usually within 2 business days).
  • Additional revision requests beyond what the package allows will be billed at a $55 per revision.
• Zufzy takes great care not to infringe on any copyright or trademark when designing logos and websites for clients. However, Zufzy does not conduct an official trademark or common law search on its logos and other creations. The client is fully responsible for performing a trademark or common law search (if so inclined) before finalizing a logo or website design and agrees to indemnify Zufzy should any copyright or trademark claim arises from such creations by Zufzy.

Client Deliverable and Responsibility

• Client agrees to pay the total amount invoiced for this project at the time of this registration.
• Client gives explicit permission to Zufzy to place a small credit link at the bottom of every page on the completed website OR just on the bottom of the first page of the website with the following text: “Website Designed by Zufzy Design & Technology” or a [SMALL Zufzy LOGO] – both linking back to Zufzy.com. For as long as the website designed by Zufzy is in use by the client, this line cannot be removed. If Client wishes to remove the credit line permanently, client will be assessed a fee of $450.
• Client agrees to check and test all final products. Responsibility to detect any typographical and other types of errors or incorrect/erroneous functionality of the final product lies with the client and under no circumstances will Zufzy, its subsidiaries, employees and officers be held responsible for any such errors.
• Client agrees to purchase and maintain a URL or a Domain Name and website hosting (Linux) for their website project (if one is being ordered) from a desired vendor. Zufzy does not provide hosting nor does it provide domain registration services. Client may refer to Zufzy’s Website Design section for a list of popular registrars that clients can contact for appropriate domain name registration and hosting.
• Client agrees to hand over all necessary hosting information to Zufzy for uploading of the client’s site. Client further agrees to change all passwords and take every effort to re-secure the hosting site after Zufzy has uploaded the final website. Under no circumstances will Zufzy be held responsible for damages or loss or other malfunctions to the server while it is uploading the newly constructed site.
• Client agrees to submit final text (content). Time required making substantive change(s) to client-submitted content/text after the website and its pages have been constructed and launched will be additional – billed at the hourly rate of $85/hr.
• Client will be responsible for future updates and maintenance of the product. Past the launch date, although Zufzy can make additions and modifications to the purchased product at an appropriate fee on per hour basis, this agreement does not obliged it to do so.
• From time to time, at Zufzy’s sole discretion, certain projects are selected by Zufzy to be featured in its portfolio of past ventures and presented to new clients as a testament to the quality of work performed in past projects. Client agrees that Zufzy may feature their final website/logo or brochure in such fashion online, in print or any other way Zufzy sees fit and hereby grants a non-revocable and non-retractable license to Zufzy for such use.
• Client will be solely responsible for the operation and content of its website and for all materials that appear on the website including, without limitation, ensuring that the materials posted on the website are accurate and do not defame or violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights). Client further agrees to be solely responsible to make the purchased product comply with HIPAA guidelines.

Hourly rate:

• Zufzy agrees to make minor changes to the website over a period of 15 days after the launch at no additional charge. These include updating links and making minor changes to a sentence or paragraph. It does not for example, including removing nearly all the text from a page and replacing it with new text. If the client or an agent other than Zufzy attempts to update this website, time to repair such changes will be assessed at an hourly rate and would not be included as part of the updating time.
• Further changes beyond the 15 days or of bigger magnitude (determined at Zufzy’s sole discretion) will be charged at an hourly rate of $85 or in accordance to a maintenance plan. This rate shall also govern additional work authorized beyond the maximums specified above for such services as general Internet orientation education, marketing consulting, web page design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping clients learn how to use their own web page editor.

Representations and Warranties

Client hereby represents, warrants and covenants that its website and the content, goods and services offered through its website do not and will not:

• violate any law, statute, ordinance or regulation or promote illegal activities;
• contain or promote obscene materials;
• promote violence;
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• contain content which is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
• sell or otherwise market fraudulent materials;
• Infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy.

Client agrees to hold Zufzy harmless and to indemnify it fully for any claims, which arise as a result of the clientís breach of any of the above warranties.

Terms of Agreement

This Agreement may only be modified in writing and with the consent of both parties. From time to time, these terms are updated and client hereby agrees to comply with these and future updates to these terms of service.

Relationship of Parties

Zufzy and Client are independent companies, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Zufzy will have no authority to make or accept any offers or representations on behalf of Client and vice versa. Zufzy and Client will not make any statement, whether on their website or otherwise, that would reasonably contradict anything in this section and agreement.

HIPAA Compliance

Client is fully responsible for making their website and other products from Zufzy compliant with HIPAA rules. Zufzy does not assert that its product(s) are HIPAA compliant nor does it provide advice as to how client can go about making their product compliant.

Laws Affecting Electronic Commerce

From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Zufzy, its partners, employees, and officers from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL ZUFZY, ITS SUBSIDIARIES, PARTNERS, EMPLOYEES AND OFFICERS BE HELD LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LIABILITY OF ZUFZY, ITS PARTNERS, EMPLOYEES, SUBSIDIARIES AND OFFICERS AS A RESULT OF ANY ACT OR OMISSION NOT AMOUNTING TO A WILLFUL OR INTENTIONAL WRONG, INCLUDING ALL ATTORNEY FEES TO CLIENT SHALL NOT EXCEED AN AGGREGATE LIMIT OF $250, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS IMPOSED.

No warranties

ZUFZY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SERVICE OR ANY PRODUCTS SOLD THROUGH THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, FUNCTIONALITY CONTAINED IN THE PROJECT DESIGNED, AND INTERRUPTION OF OPERATIONS OR TRADE USAGE). IN ADDITION, ZUFZY MAKES NO REPRESENTATION THAT THE OPERATION OF THE ZUFZY AND OTHER NETWORK SITES AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND ZUFZY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN CONNECTION WITH THIS AGREEMENT.

Indemnity

You agree to indemnify, defend and hold harmless Zufzy, its employees, its subsidiaries, partners, employees and officers, agents, parent company, affiliates and suppliers from all claims and liabilities, including attorney fees, from your proper or improper use of this site and services.

Miscellaneous

• Governing Law: The construction, validity and performance of this Agreement shall be construed in accordance with, the laws of the State of California, Santa Clara County, and the parties expressly waive its choice of law rules. Both parties further agree to submit any claim arising out of, relating to, or regarding the validity of, this Agreement, to binding arbitration administered by, and pursuant to the rules of the American Arbitration Association (“AAA”) with expenses being paid by the losing party. The arbitration shall be conducted by a sole arbitrator and concluded within ninety 90 days. Judgment upon any AAA award may be entered in any court having competent jurisdiction. The party against whom enforcement is sought shall pay any costs incurred in the enforcement of the arbitration award.
• Severability: If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
• Costs and Expenses: If any party brings an action against another party to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and expenses incurred in connection with such action and all appeals of such action, including, without limitation, reasonable attorneys fees and costs.
• Liquidated Damages: The fees payable by Client to Zufzy are for non-refundable setup fees and cannot be pro-rated in the event of a material breach, which will result in the termination of this agreement.
• This agreement supersedes any previous agreement, discussion and other communication between the two parties and serves as the only agreement between the two parties.
• This contract expires/is retracted within two calendar day from the time it is delivered to client, unless client and Zufzy sign this agreement during that time and initial payment is received along with this agreement. This contract is presumed delivered to client when it is emailed to client or hand-delivered by Zufzy or its agents.
• This agreement is not in effect, regardless of whether client has already signed the agreement, until Zufzy accepts it formally by signing below.

Breach

Uncured Breach. If a party breaches any provision contained in this Agreement, and such breach is not cured within fourteen (14) days after receiving written notice of such breach from the other party, then the non-breaching party may deliver a second written notice to the breaching party terminating this Agreement, in which event this Agreement, and any rights granted hereunder shall terminate on the date specified in such second notice. A party need not wait for the other party to cure a breach that has occurred more than once during the term of this Agreement.