These terms of service (these “Terms“) constitute a legally binding agreement as of the Effective Date (as defined below). These Terms are between Yelling Mule, LLC (“Yelling Mule”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”). In case you represent your employer or another entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be). PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE): (I) IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING INTO THE SERVICE; AND (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW).
YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS BY CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE TERMS (THE “EFFECTIVE DATE”). IN THE EVENT YOU HAVE A MAINTENANCE PERIOD AS PART OF AN EXISTING AGREEMENT YOUR EFFECTIVE DATE FOR THESE TERMS WILL BEGIN UPON EXPIRATION OF THAT AGREEMENT.
IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS.
1) SERVICES
(a) We will maintain your WordPress website by performing the following services:
- Provide access to our project management system
- Monitor your website to make sure it’s online and functioning properly
- Make sure you are using the most recent version of WordPress
- Make sure all plugins are the most recent version
- Privacy policy that automatically updates whenever the law changes in your state
- Scan your site to make sure it’s free of malware and viruses
- Remove malware and implement fixes to prevent future attacks
- Backup your site and database in real time with 1 year backup archives
- Implement a firewall to monitor and block suspicious users, bots, etc.
- Perform a monthly status check to check for performance issues, broken links or any other issues that could have a negative effect on your site.
(b) We will perform any other Additional Work (content updates, adding pages, new templates) at a discounted hourly rate of $125/hour.
(c) We are an independent contractor of yours and this agreement shall not be construed as creating an employer-employee, partnership or joint venture relationship between us.
(d) Any additional sites added to your Service will be billed at your current annual rate upon the launch of that new site and the renewal date will be based on the launch date of that individual site.
2) TERM
This agreement shall be effective starting on the Effective Date and shall remain effective until you provide written confirmation to us requesting your service be terminated (the “Term“). Written confirmation of termination must be sent to us 30 days prior to your next billing due date, otherwise the Services will continue to be provided and Fees due until we receive said confirmation. We also reserve the right to terminate the Services at any time and will provide 30 days notice if we choose to do so. In the event we choose to terminate services before the end of your next billing due date we will provide a prorated refund for the prepaid balance.
3) FEE
We will bill in the amount of $2,499 per year (your “Fee“) over the term of your Services. Annual renewals will be charged 90 days prior to your Renewal Date to ensure continuation of services.
4) BILLING AND PAYMENT PROCEDURES
(a) Fee: All Fees will be billed to the credit card you provide at sign up (your “Payment Method“) and as such you authorize us to charge the Fee your Payment Method on the respective due dates. You agree that you will pay for this purchase in accordance with the issuing bank cardholder agreement.
(b) Additional Work: You agree to pay all invoices for Additional Work upon receipt via your Payment Method. We reserve the right to assess a 5% per week finance charge for invoices that remain unpaid after 10 days. You also agree to reimburse us for all expenses, including reasonable attorneys’ fees, incurred in the collection of any overdue and unpaid invoices. In the unlikely event that our invoices remain unpaid for more than 10 days, we may also, at our discretion, suspend work on your account. In addition, in the event any invoices become overdue, all subsequent payments may, at our option, first be applied to those invoices, which are overdue for the longest period of time until all payments are up to date.
We review each bill for accuracy and value before we send it to you. However, it is important that you also immediately review our bills and approve them for payment. If you cannot approve any portions of our bills, you agree to contact us immediately and to discuss the problem. If you do not inform us of your disapproval of our billings or the overall amount of our ongoing charges, we will continue to provide services in reliance on your implied approval of our billings.
5) INDEMNIFICATION
(a) Because of your intimate familiarity with your business and the fact that we serve as your agent, we cannot undertake to verify all the facts supplied to us by you. Because of this, you agree to indemnify, defend and hold harmless us and our parent, subsidiary and affiliated companies, and our and their employees, officers, directors, shareholders, licensees and agents from and against all liabilities, losses, damages or expenses, including reasonable attorneys’ fees and costs, which we or such other party may incur as the result of any claim, suit or proceeding brought or threatened arising out of the nature or use of your products or services or any assertions we may make on your behalf, including assertions about your company, your products or services, or about your competitors and any of their products or services, in any materials we may prepare for you, if, and only if, the assertions are based on information, representations, reports, data or releases supplied to us by or through you, or which you approve (excluding claims covered under our indemnity below).
(b) In the event we are called upon to respond to or assist you in connection with litigation commenced or threatened against you by third parties (for example, in complying with a document subpoena), we will be entitled to staff time charges and reimbursement of out-of-pocket expenses for services rendered to you, or time spent by us in connection with such matters.
6) CONFIDENTIALITY
We shall maintain the confidentiality of all trade and proprietary secrets that may be disclosed to us by you in the course of providing services provided that you identify to us in advance and in writing any information or data deemed a trade or proprietary secret. The confidentiality obligations in the preceding sentence, however, shall not extend to any information, documents, or materials that (i) become publicly available without breach of this provision, (ii) are received from a third party without restriction, or (iii) are independently developed without reference to information received hereunder from you, and provided further that such obligations shall expire upon the first (1st) anniversary of the effective date of termination of your Services.
7) OWNERSHIP OF MATERIALS
We acknowledge and agree that, upon payment of all sums due to us under these Terms, all materials generated by or for us in the performance of the Services shall be deemed “work made for hire“ and shall, between you and us, be your exclusive property, subject to any third party rights, restrictions or obligations of which we notify you. Likewise, you acknowledge that we retain ownership of all works of authorship created by or for us prior to or separate from the performance of services under these Terms.
8) INTEGRATION
This document constitutes the final, complete and exclusive statement of the Terms between the parties herein. This document contains all the representations and the entire agreement between the parties with respect to the subject matter of these Terms. All other prior agreements are null and void and are superseded by these Terms.
9) ASSIGNMENT; GOVERNING LAW
These Terms may not be assigned by either party without the prior written consent of the other, and any such purported assignment shall be void. This agreement is made in Massachusetts and shall be construed and interpreted in accordance with the law of Massachusetts, applicable to contracts made and to be performed entirely therein.
