Web Development & Hosting Policy

Updated May 15, 2018

Our Policies:

WEB SITE DEVELOPMENT POLICY

1. STATEMENT OF WORK. Developer (Digital Deli) provides web site design, development, programming and other consulting services to create Client Web Sites (as defined herein), as set forth in each statement of work, or modification to statement of work, agreed to by the parties, based on Client specification submitted to Developer.
   
2. WORK PRODUCT LICENSE. Developer grants to Client and Client accepts a non-exclusive, non-sublicenseable, perpetual, worldwide license to publicly perform, publicly display and digitally perform the Work Product on the Internet.
   
3. OWNERSHIP.
   1. DEVELOPER'S PROPERTIES. As between Developer and Client, Developer will at all times be and remain the sole and exclusive owner of the Developer Properties, defined herein as any property, in any format used in or made part of the Work Product which is not provided by the Client or a Third Party. Except as expressly authorized, Client will not copy, modify, distribute or transfer (by any means), display, sublicense, rent, reverse engineer, decompile or disassemble the Developer Properties.
      
   2. CLIENT'S PROPERTIES. As between Developer and Client, Client will at all times be and remain the sole and exclusive owner of Client Properties.
      
   3. THIRD PARTIES' PROPERTIES. Except as otherwise set forth herein, nothing shall cause or imply any sale, license, or other transfer of proprietary rights of or in any third party software or products from one party to this Agreement to the other party.
   
   
4. INDEMNIFICATION.
   1. INTELLECTUAL PROPERTY. If either party (the Indemnitee) promptly notifies the other (the Indemnitor) in writing of a claim against Indemnitee that any of the Developer Properties or Client Properties infringes a presently existing proprietary right of a third party, and if Indemnitee specifies in such notice that the claim is based to any extent upon an alleged infringement by any portion of Indemnitor's properties, the Indemnitor, with respect to and the extent of the portion of the claim pertaining to the Indemnitor's properties, shall indemnify and defend such claim at its expense and pay any costs or damages, including any attorney's fees and/or expert witness or consulting fees, that may be incurred or finally awarded against the Indemnitee.
   
   
5. WARRANTIES.
   1. DEVELOPER WARRANTIES. Developer represents and warrants that the Work Product does not and will not knowingly: (a) violate any law or regulation, including, without limitation, the laws and regulations governing export control; (b) be defamatory or trade libelous; (c) be pornographic or obscene; or (d) contain any viruses, Trojan horses, worms, time bombs or other computer programming devices which are intended to damage a user's system or data or prevent the user from using same. Developer does not warrant the Work Product to be error free.

      Developer further represents and warrants that (a) it will use commercially reasonable efforts to insure the Work Product will substantially conform to the Acceptance Criteria (see paragraph 6 below) for a period of thirty (30) days after testing (provided Client makes no changes to the Work Product, the server, the hardware or any technology related to any of them; and (b) there is no outstanding contract, commitment, or agreement to which Developer is a party or legal impediment of any kind known to Developer which conflicts this Agreement or might limit, restrict or impair the rights granted hereunder.

   2. CLIENT WARRANTIES. Client represents and warrants that the Client Properties will not knowingly: (a) violate any law or regulation, including, without limitation, the laws and regulations governing export control; (b) be defamatory or trade libelous; (c) be pornographic or obscene; or (d) contain any viruses, Trojan horses, worms, time bombs or other computer programming devices which are intended to damage a user's system or data or prevent the user from using same.

      Client further represents and warrants that (a) Client has all rights necessary for the production, distribution, exhibition and exploitation of the Client Properties as part of the Work Product consistent with the license granted in this Agreement; and (b) there is no outstanding contract, commitment or agreement to which Client is a party or legal impediment of any kind known to Client which conflicts this Agreement or might limit, restrict or impair the rights granted hereunder.

   
   
6. DISCLAIMER.
   THE FOREGOING WARRANTIES BY EACH PARTY ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY COVER OR SETOFF NOR FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   
   

   LIMITATION OF LIABILITY.
   DEVELOPER'S LIABILITY TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION, WHETHER SOUNDING IN TORT, CONTRACT, OR ANY OTHER LEGAL THEORY, SHALL AT ALL TIMES AND IN THE AGGREGATE BE LIMITED TO THE THE AMOUNT ACTUALLY PAID BY CLIENT TO DEVELOPER DURING THE THREE (3) FULL CALENDAR MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT UPON WHICH LIABILITY IS PREDICATED FOR SERVICES PROVIDED BY DEVELOPER HEREUNDER, EXCLUSIVE OF ANY EXPENSES REIMBURSED PURSUANT TO THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED OR IMPLIED HEREIN, DEVELOPER SHALL HAVE NO LIABILITY FOR ANY DAMAGES, WHATSOEVER RELATING TO THE TOOLS, THIRD PARTY PRODUCTS, OR ANY GOODS OR SERVICES NOT DEVELOPED OR PROVIDED BY DEVELOPER.

   
   
7. REFUND AND CANCELLATION.

   Payments for custom web design and development including E-Commerce projects are typically made with progress payments depending on the size of the project. Payment of deposits for work are not refundable. If a project is cancelled or postponed by Client, all payments made by Client are retained by Developer and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the Client.

   
   

8. DEFINITIONS.
   1. Client Properties shall mean all text, pictures, sound, graphics, video and other data supplied by Client to Developer.
   2. Developer Properties shall mean the Work Product except for the Client Properties.
   3. Client Web Site shall mean the HTML, CSS, Java, PHP, SQL and related files that render Client text, graphics files, animation files, data files, including underlying technologies for scripting and programming (in object code form), documentation, and each and every deliverable developed by Developer and delivered to Client in accordance with the terms and conditions of this Agreement, excluding Client Properties.

WEB SITE HOSTING POLICY

• SUBSCRIPTION

  Company (Digital Deli) agrees to provide, and Client (User) agrees to subscribe, to web hosting and telecommunications services to maintain the availability of Client web site via the Internet. Hosting Services shall be provided by Company to User in consideration of a payment of applicable fees and in accordance with the terms and conditions set forth in Company policy Agreement. Client understands that Company is providing Hosting Services to User and other customers and that such services are non-exclusive.

• USER OBLIGATIONS.
  1. User shall be responsible for producing Content, either electronically or through other means.

     The use of a web site development agreement may provide some or all these materials for web site Hosting.

  2. Client Domain User hereby warrants that all Upload Materials shall be owned or licensed by User and shall not adversely impact the Hosting Service or violate any rights of any third parties.
  3. User shall be responsible for insuring that all Upload Materials function properly and as intended by the User. If Upload Materials are provided electronically, User shall be responsible for maintaining all computer hardware, software, telecommunications equipment and service required to produce and Upload Materials to the Hosting Services.
  4. Client is responsible for ensuring equipment used to connect to Hosting service is free from viruses, malware and other exploits that may effect the proper operation of Client web site, either through direct upload or Client dashboard. If Client web Hosting becomes infected with a virus or malware, Hosting service provider may, at it's sole own discretion, terminate service to protect the Hosting Service provider platform and other customer sites from becoming infected, or take direct action to mitigate the problem at Client's expense.
  5. If control of a User web site and/or their administrative dashboard is lost because it has been hacked or exploited in some manner, Client may request Hosting service provider support to restore control solely at Client's expense.
  6. User of Hosting service is responsible for ensuring their own backups are maintained. Hosting service provider will assist User to restore or recover a site at Client's sole expense.
  7. Client is responsible for ensuring the content and distribution of their web site meets all legal and regulatory requirements for their intended purpose.
• HOSTING SERVICE OBLIGATIONS.
  1. Hosting Services shall provide and is responsible for maintaining storage capacity and Internet access to the server on which User web site is loaded.
  2. Hosting service provider Enhanced Services (managed infrastructure, operations, monitoring and pre-approved mitigation) helps protect the security and integrity of Hosting of web sites and email using industry standard best practices. Basic hosting is no longer a safe option for our Clients and was replaced with comprehensive web and email security.
  3. Obtain, at the request of Client, on Client's behalf and in Client's name, an Internet domain name chosen by Client, and perform acts necessary to establish DNS and TLD configuration for the Site. All right, title and interest in Client domain name shall vest exclusively in Client. Hosting Service shall have no liability whatsoever in connection with or arising out of a domain name obtained for Client or the transfer of an existing domain. Hosting Services use of the domain name shall be governed by this Policy Agreement.
• LIMITED WARRANTY.

  It is warranted during the term of this Agreement that the Hosting Services will substantially conform to the material portions of Hosting Services' Plan and Service Level published. There is no warranty that your access to your web site by yourself or another party will be private, secure, uninterrupted or error free. If the Hosting Services are found to be defective, Company's sole responsibility under this warranty shall be at Company's sole discretion, to (i) advise the User how to achieve substantially the same functionality using a different procedure; (ii) correct the Hosting Services, (iii) replace the Hosting Services, or (iv) if these remedies are impractical, terminate Hosting service and refund any unused fees paid by User for hosting service.