Maintenance Agreement

This Maintenance Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Customer”) and applies to the purchase of all Monthly Website Maintenance Services (hereinafter collectively referred to as “Site Care”) ordered by Customer.

  1. Term and Termination – This Agreement shall be effective as of the time frame Customer signs up for Site Care. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Flagship City Consulting (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Flagship City Consulting or hinders Flagship City Consulting’s ability to perform the Site Care hereunder.
  2. Site Care – Flagship City Consulting agrees to provide Customer with Site Care as described in this Agreement.
    • Updates to text, images, and other minor changes to Customer’s website pages.
    • Updates to Customer’s content management system, including core, modules/plugins and themes.
    • Recovery of files and database from offsite backups, if available.
    • Monitoring of website uptime

      Additional protection services include:
    • Business grade security scan performed twice a week
    • Monitoring and removal of spam comments
    • Malware and hack detection
    • Find and update broken links throughout the site
  3. Fees; Limitations on Refunds and Cancellation Fees – Customer agrees to pay Flagship City Consulting any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any Site Care. THE CUSTOMER FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY CUSTOMER, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CUSTOMER FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO FLAGSHIP CITY CONSULTING AS PROVIDED IN THE AGREEMENT. FLAGSHIP CITY CONSULTING IS HEREBY AUTHORIZED TO CHARGE CUSTOMER’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CUSTOMER TO FLAGSHIP CITY CONSULTING.
  4. Customer Responsibilities – For the purposes of providing these services, Customer agrees:
    • To provide Flagship City Consulting with access to its web sites for creating new pages and making changes for the purpose of providing Site Care.
    • To properly convey to Flagship City Consulting the information that needs to be changed or added.
  5. Customer Acknowledgements – Customer understands, acknowledges and agrees that:
    • Only thirty (30) minutes of time for Site Care is allowed per month, billed in fifteen (10) minute increments.
    • Any work that exceeds thirty (30) minutes will be billed on an hourly basis of $75 per hour or the discounted rate of our prepaid packages.
    • Web page updates exclude, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimization.
    • Additional fees could be charged if the information provided has to be typed and exceeds the thirty (30) minutes of time allotted.
    • If changes are made by Flagship City Consulting according to Customer’s information, and the changes are not correct, additional time to remedy the changes fall under the thirty (30) minutes of time allotted.
    • Unused time is not accumulative. Unused time does not transfer from month to month.
    • Flagship City Consulting is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
    • Flagship City Consulting is not responsible for changes made to Customer’s web site(s) by other parties.
    • Flagship City Consulting is not responsible for third-party plugins that may become unusable as a result of Site Care performed.
    • Flagship City Consulting will not repair Customer’s website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering Site Care.
    • Recovery or repair of Customer’s website is not guaranteed.
    • Availability of backups is not guaranteed.
  6. Additional Services – Additional services not listed herein will be provided for a fee of $75.00 per hour. Flagship City Consulting is not responsible for developing new content or writing new copy for Customer. Customer will be charged an additional fee for writing content, based on the hourly rate of $75.00 per hour. The balance owed by Customer for additional time will be added to the payment and due within ten (10) days of its completion.
  7. Indemnification – Customer shall indemnify and hold harmless Flagship City Consulting (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Flagship City Consulting as a result of any claim, judgment, or adjudication against Flagship City Consulting related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Flagship City Consulting (the “Customer Content”), or (b) a claim that Flagship City Consulting’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Flagship City Consulting must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.
  8. Disclaimer of All Other Warranties – FLAGSHIP CITY CONSULTING DOES NOT WARRANT THAT THE SITE CARE WILL MEET THE CUSTOMER’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, FLAGSHIP CITY CONSULTING PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
  9. Limited Liability – IN NO EVENT SHALL FLAGSHIP CITY CONSULTING BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. FLAGSHIP CITY CONSULTING MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
  10. Customer Representations – Customer makes the following representations and warranties for the benefit of Flagship City Consulting:
    • Customer represents to Flagship City Consulting and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Flagship City Consulting are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Flagship City Consulting and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.
    • Customer guarantees to Flagship City Consulting and unconditionally guarantees that Customer’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Site Care.
  11. Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of Pennsylvania. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Pennsylvania including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
  12. Assignability – Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Flagship City Consulting. Flagship City Consulting reserves the right to assign subcontractors as needed to this project to insure on-time completion.
  13. Read and Understood – Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.