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Terms and Conditions

This Website Maintenance Agreement ("Agreement") is hereby entered into between CLIENT and Tran New Media, Inc. D.B.A. AccessWP (hereinafter collectively referred to as “COMPANY”) and applies to the purchase of all Monthly Website Maintenance Services (hereinafter collectively referred to as "Maintenance Services") ordered by Client. Be sure that you carefully read and fully understand this Agreement. By submitting your payment, CLIENT agrees to comply with and be bound by the terms and conditions of this Agreement.

  1. Definitions - The following terms are used frequently within the rest this Agreement, so they are being defined here:
    • “Agreement” means this document and any modifications to it as allowed under the terms of this Agreement.
    • “CLIENT” means the name of the person(s) or entity or entities listed on the actual work order.
    • “COMPANY” means TRAN NEW MEDIA, INC., DBA COMPANY with a mailing address of 22431 Antonio Parkway, B160-158, Rancho Santa Margarita, CA 92688.
    • “Parties” means CLIENT and COMPANY, collectively.
  2. Term and Termination – This Agreement shall be effective as of the time frame Client signs up for Maintenance Services. 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 COMPANY (i) immediately if Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate with COMPANY or hinders COMPANY'S ability to perform the Maintenance Services hereunder.
  3. Maintenance Services – COMPANY agrees to provide Client with Maintenance Services as described in this Agreement. Maintenance Services include unlimited number of requests of: content updates, theme or stylesheet adjustments, installing new plugins, configure forms, backup your site, check google indexing, check page and size load time, clean up malware, clean up spam, create a child theme, fix your white screen of death, fix issues after a WordPress core update, improve your security, improve your site speed, install a comment system, install a favicon, make changes to the header, sidebar and other sections on the site, optimize images, recommend a plugin, setup redirects, solve alignment issues, tweak your CSS, update your theme, update your WordPress Core, and almost anything that can be done within 30 minutes.
  4. Fees; Limitations on Refunds  – Client agrees to pay COMPANY any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any Maintenance Services. THE CLIENT FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY CLIENT, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CLIENT FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY AMOUNTS DUE TO COMPANY AS PROVIDED IN THE AGREEMENT. COMPANY IS HEREBY AUTHORIZED TO CHARGE CLIENT'S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CLIENT TO COMPANY.
  5. Client Responsibilities – For the purposes of providing these services, Client agrees:
    • To pay a flat fee of $99.00 per month for the Standard Plan or $149.00 per month for the Ecommerce Plan or $199.00 per month for the VIP Plan, payable within 3 calendar days of receipt of monthly invoice. Any additional discounts or payment plans will be outlined on the actual work order form.
    • To provide COMPANY with access to its web sites for making changes for the purpose of providing Maintenance Services.
    • To properly convey to COMPANY the information that needs to be changed or added.
  6. Client Acknowledgements – Client understands, acknowledges and agrees that:
    • Only one (1) request up to thirty minutes of time for Maintenance Services is allowed per a request.
    • Additional fees could be charged if any work that is determined to exceed thirty (30) minutes of time. In this case COMPANY will provide a written notice and a written quote for the additional work and time to CLIENT. New work proposal to be approved before proceeding.
    • Our maintenance service excludes, but are not limited to: image editing, graphic design, graphic editing, database design, database changes, programming, search engine optimization, addition of custom functionality to a plugin, addition to individual products for WooCommerce, boost page ranks, new site build, building site backlinks, configure DNS, configure SSL, configure a new theme, consulting, create a Google Plus business listing, create a plugin, create images, create page templates in LeadPages, design, fix WooCommerce extension bugs and conflicts, increasing site traffic, make your site mobile responsive, multisite support, paid marketing, payment gateway configuration, phone support, recommend a theme, remove theme customizations, resolve WooCommerce conflict with them, SEO, set up email accounts, set up new theme, set up a theme for specific pages, site migration between hosts, sites containing explicit contents, sites hosted by WordPress.com or using Rainmaker Platform, staging sites require a separate subscription (unless via WPEngine), transfer a non-WP site to WordPress, update highly customized theme, update customized WooCommerce.
    • COMPANY has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client's web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
    • 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 COMPANY according to Client's information, and the changes are not correct, additional time to remedy the changes fall under the thirty (30) minutes of time allotted.
    • COMPANY is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
    • COMPANY is not responsible for changes made to Client's web site(s) by other parties.
    • COMPANY is not responsible for third-party plugins that may become unusable as a result of Maintenance Services performed.
    • COMPANY will not repair Client's website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.
    • Recovery or repair of Client's website is not guaranteed.
  7. Intellectual Property Rights and Ownership of Website - Both parties agree on the importance of respecting the intellectual property rights of others, including rights relating to patents, trademarks, service marks, and copyrights. CLIENT guarantees that any elements of text, graphics, photos, designs, logos, trademarks, service marks, artwork, or video that it provides to the COMPANY for inclusion in the website are either owned by CLIENT, or that CLIENT has permission from the owner to use them on the website. Likewise, COMPANY guarantees that any elements of text, graphics, photos, designs, logos, trademarks, service marks, artwork, or video that it includes in the website has either been provided by the CLIENT, owned by the COMPANY, or used with permission of the owner for use on the website. Additionally, neither Party shall include within the website any functionality that is protected by a patent to which the Party has no license or permission to use. If either party, either intentionally or inadvertently, violates these guarantees, that party agrees to indemnify (pay for) any resulting damages to the other party based on a claim from the owner, including attorney fees. As to the remainder of the project, intellectual property rights are designated as follows:CLIENT owns the intellectual property rights to all text, graphics, photos, designs, logos, trademarks, service marks, or artwork, provided to COMPANY for purposes of this Agreement. COMPANY has a limited, royalty-free, right to use such items for the purposes of completing its obligations under this Agreement, and for purposes of showing potential clients examples of COMPANY’S work.COMPANY will give CLIENT a copy of all files relevant to this Agreement to be safely stored. COMPANY is not required to keep them or provide any native source files used in making them.
  8. Indemnification – Client shall indemnify and hold harmless COMPANY (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 COMPANY as a result of any claim, judgment, or adjudication against COMPANY 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 Client to COMPANY (the "Client Content"), or (b) a claim that COMPANY' use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, COMPANY must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.
  9. Disclaimer of All Other Warranties – COMPANY DOES NOT WARRANT THAT THE MAINTENANCE SERVICES WILL MEET THE CLIENT'S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CLIENT. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, COMPANY 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.
  10. Limited Liability – IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT 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. COMPANY 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.
  11. Client Representations – Client makes the following representations and warranties for the benefit of COMPANY:
    • Client represents to COMPANY and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to COMPANY are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend COMPANY and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
    • Client guarantees to COMPANY and unconditionally guarantees that Client's website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.
    • Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to COMPANY for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend COMPANY and its subcontractors from any liability or suit arising from the use of such elements.
    • 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 COMPANY and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client's exercise of Internet electronic commerce.
  12. Confidentiality – The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, COMPANY and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
  13. Relationship of Parties – COMPANY, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of COMPANY, whether by regulation or contract. In no way is COMPANY to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
  14. Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of California. All disputes under this Agreement shall be resolved by litigation in the courts of the State of California 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.
  15. Agreement Binding on Successors – The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
  16. Assignability – Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of COMPANY. COMPANY reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
  17. Waiver – No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
  18. Severability – If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
  19. No Inference Against Author – No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
  20. Disputes – In the unlikely event that the Parties later have a dispute about the meaning of this Agreement or whether one or the other failed to meet their responsibilities under this Agreement, the Parties agree to the following:
    • The complaining party will provide a written explanation of their dispute to the other party, and the parties will then, within seven (7) days, in good faith discuss the dispute and seek a mutually acceptable resolution. If the dispute has not been resolved within thirty (30) business days after such good faith discussions begin, either party is free to assert its rights in court, if they choose.
    • In the event of such a dispute, the parties agree that this Agreement would be interpreted in accordance with the laws of the State/Province of California (with the understanding that laws regarding how agreements are interpreted is different from state to state) and that the venue, or location, of any dispute or lawsuit would be in the proper court for the County of Orange in the State/Province of California. • If any part of this Agreement is determined by a court to be illegal, invalid, or unenforceable, this Agreement will be still be enforce between the parties as to the remainder of this Agreement.
    • Damages for breach of this Agreement will be limited to both parties the total dollar amount of this Agreement. Neither party will be considered to approve to any breach of this Agreement by the other party unless they say so in writing. The party’s responsibilities in this Agreement are subject to all relevant laws and government regulations. This Agreement is the entire agreement between the parties.
    • Neither party has any understandings or expectations from the other party that is not stated in this Agreement.
  21. Read and Understood – Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
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