WordPress Maintenance Agreement

This WordPress Maintenance Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all monthly WordPress maintenance services (hereinafter collectively referred to as “Maintenance Services”) ordered by Client.

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 30-day 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 Quiet City Design immediately if (i) Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate with Quiet City Design or hinders Quiet City Design ability to perform the Maintenance Services hereunder.

Maintenance Services

Quiet City Design agrees to provide Client with Maintenance Services as described in this Agreement. Maintenance Services include:

• Updates to Client’s content management system, including plugins and themes.*

• Cloud backup of website on a daily basis

• Recovery of website files from backups.*

• Regular security scans

• Updates to text, images, and other minor changes to Client’s website pages (if included in package purchased).*

*These are tasks that are done throughout the month and will be detailed in your monthly report. Some items, such as updates, only occur when necessary and when we know the update is a stable version and it is okay to proceed.

Malware, Spam, or Malicious Code

Removal of malware, spam, and malicious code from Client’s website is available for an additional charge of $90 per incident for clients who are on a maintenance plan at the time of infection.

Removal of malware, spam, and malicious code that is existing on a website when a Client signs up for a maintenance plan will be charged at a rate of $250 for removal. This charge does not include working with Google or other search engines on your behalf to solve any issues your infection has caused you with their services.

Fees; Limitations on Refunds and Cancellation Fees

Client agrees to pay Quiet City Design 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 ANY OTHER AMOUNTS DUE TO Quiet City Design FOR WORK PROVIDED AT CLIENT’S REQUEST ABOVE AND BEYOND THE MONTHLY ALLOTTED TIME OF MONTHLY AGREEMENT. Quiet City Design 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 Quiet City Design.

Client Responsibilities

For the purposes of providing these services, Client agrees:

• To promptly answer any questions from Quiet City Design, in regard to task work on the website.

• To provide Quiet City Design with access to its website for the purpose of providing Maintenance Services.

• To properly convey to Quiet City Design the information about content updates (if these are covered by the Maintenance Package).

• To provide Quiet City Design access to their web hosting account, providing active user name / password combinations for access to the server via (S)FTP, assuring that correct permissions are in place on the hosting provider.

Client Acknowledgements

The Client understands, acknowledges and agrees that:

• All work for monthly maintenance tasks will be scheduled according to Quiet City Design’ workflow. We have a process and maintain sites for many Clients, therefore all website updates work that counts towards your monthly time allowance is done on a first come first serve basis, except in the case of a total website down issue, which would be considered an “emergency.”

• Failure by Client to answer a question critical to the completion of a task within 5 business days may cause that task to be moved to the “end of the line” in our work queue. Depending on the time of the month, this could cause that task to roll over into the next month’s bucket of update requests.

• All monthly updates are scheduled at our convenience and in accordance with our schedule. We have a process and a workflow that we use to maintain all of our clients’ websites in a fair and orderly fashion. The only exception being in the case of Client’s website being totally offline or down for some reason, in which case their issue would be considered an ‘emergency’ and would take priority.

• Should the Client wish to have additional tasks completed in the same month, they will be billed on an hourly basis of $90 per hour.

• Client understands that if they provide Quiet City Design with a maintenance task and the task has been completed, then they wish to make changes to the task, any additional time to make these changes will count towards the monthly allowance of time.

• Website updates are categorized as anything that can be done within the WordPress dashboard within a 30-minute period.

• Website updates do not include writing or editing code, image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimization. Website updates do not include website redesign, re-alignment or re-development equalling more than 50% change to web page, web graphics on the website (i.e. 4 graphics on website, and you want 3 changed, there is a charge for anything above 2, meaning 50%).

• CMS design, integration of plugins that require intensive configuration, or programming of things that require extensive time to set up, including but not limited to blogs, shopping carts, API integrations with third-party services, and web forums are not considered “minor” changes and therefore are not included in the Maintenance Agreement. These require a separate design or development agreement.

• Maintenance Agreement does not include training on how to use your website, WordPress, or email, but we can provide training at additional cost.

• Maintenance Agreement does not include training on search engine optimization (SEO) or other online digital marketing.

• All communications will be done during regular business hours, which are Monday through Friday from 10:00 AM to 4:00 PM (EST). Email may be answered outside of these times, but are not prioritized based on the time of the incoming email.

• If the Client’s website is not hosted with Quiet City Design, we have no control over Client’s hosting company in regard to server downtime, incompatibilities with software, PHP compatibility issues, etc.

• If the Client’s email accounts are not hosted with Quiet City Design, we can’t be responsible for Client’s email issues or troubleshooting problems on their own computer. Our role is to maintain and keep your website running at its optimal capabilities. We are not your IT team.

• Quiet City Design 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 website(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.

• Unused time is not accumulative and does not transfer from month to month. Maintenance Services time is strictly month to month.

• Quiet City Design is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.

• Quiet City Design is not responsible for changes made to Client’s website(s) by other parties, including the Client themselves.

• During the duration of this contract, the Client agrees that Quiet City Design will be the sole provider of maintenance services for the website, and no other party will have access to or rights to change the website’s code. If a party, including the Client, other than Quiet City Design makes changes to the website’s code, any errors that are created must be repaired and will be charged for at the hourly rate specified above.

• Quiet City Design is not responsible for third-party plugins that may become unusable as a result of Maintenance Services performed.

• Quiet City Design will not repair Client’s website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.

Scheduling of Maintenance Tasks

Because of the nature of our business, we are juggling multiple maintenance clients, on top of several large web design projects, at any given time. We schedule all work for the month in advance to maintain a workflow that is conducive to our business and for all of our Clients. When we take on a maintenance Client they are given a set amount of time in our schedule for maintenance tasks that can be done each month that are counted towards their monthly time allotment. Please understand that the scheduling of these tasks is totally at the discretion of Quiet City Design. The only time we put one Client’s tasks for another Client’s place in line is in the case of an emergency. Unless a website problem interrupts your business monetarily, for instance, an eCommerce site that goes down or has problems with checkouts, or it is totally down or offline, it is not considered an emergency. We will provide the amount of time you have contracted for each month towards updates, however, we do it in accordance with our schedule. This is the only way we can be fair to all of our Clients.

Additional Services

Additional services not listed herein will be provided for a fee ($120 per hour for development services and $60 per hour for content updates). Search engine optimization (SEO), developing new content, or writing new copy for Client are not included in Maintenance Packages.

Indemnification

Client shall indemnify and hold harmless Quiet City Design (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 Quiet City Design as a result of any claim, judgment, or adjudication against Quiet City Design 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 Quiet City Design (the “Client Content”), or (b) a claim that Quiet City Design’ use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, Quiet City Design must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defence and all related negotiations.

Disclaimer of All Other Warranties

Quiet City Design 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, Quiet City Design 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.

Limited Liability

IN NO EVENT SHALL Quiet City Design 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. Quiet City Design 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.

Client Representations

Client makes the following representations and warranties for the benefit of Quiet City Design:

• Client represents to Quiet City Design and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Quiet City Design 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 Quiet City Design and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.

• Client guarantees to Quiet City Design 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 Quiet City Design 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 Quiet City Design 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 Quiet City Design and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.

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 a court order or other lawful processes. 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, Quiet City Design 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.

Force Majeure

Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

Relationship of Parties

Quiet City Design, 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 Quiet City Design, whether by regulation or contract. In no way is Quiet City Design 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.

Notice and Payment

Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered mail, return receipt requested. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

Jurisdiction/Disputes

This Agreement will be governed by and construed in accordance with the laws of Canada and the courts of Ontario will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

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.

Assignability

Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Quiet City Design. Quiet City Design reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

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.

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.

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.

Read and Understood

By purchasing a Maintenance Package, the Client acknowledges that they have read and understand this Agreement and agree to be bound by its terms and conditions.