Terms & Conditions of Service

Charges and Payment of Fees

Client shall pay all fees or charges to your account in accordance with the setup and ongoing fees and charges, and billing terms in effect at the time a fee or charge is due and payable. The amount payable will be equal to the setup and ongoing charges related to your plan plus any excess number of total User licenses requested times the per User license fee currently in effect. Payments may be made, in advance, monthly, semi-annually or annually, consistent with the Initial Term (the first License Term), or as otherwise mutually agreed upon. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used.

Client will provide Agtivation LTD with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add user licenses by executing an additional written Order Form. Added user licenses will be subject to the following: (i) added user licenses will be coterminous with the preexisting License Term (either Initial Term or renewed License Term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; (iii) where monthly License Terms are enacted user licenses added in the middle of a billing month will be charged in full for that billing month; and (iv) where half yearly and yearly license terms are enacted additional user licenses will be charged pro rata with a minimum charge of one month.

Agtivation LTD reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days’ prior written notice to you, which notice may be provided by email. All pricing terms are confidential, and you agree not to disclose them to any third party. Any and all fees paid in advance are not refundable if you cease to use the Service.

Non-Payment, Delay of project and/or Suspension

In addition to any other rights granted to Agtivation LTD herein, Agtivation LTD reserves the right to suspend or terminate this Agreement and your access to the Service, if your account becomes delinquent (falls into arrears). Access to the Administration interface (if provided) will be suspended immediately if an invoice is delinquent and is re-enabled when such delinquent invoices are paid in full. Agtivation LTD reserves the right to suspend or terminate your public website if delinquent invoices are 60 days overdue. Delinquent invoices are subject to interest of 24.00 percent per annum on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Agtivation LTD initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Cost section above. You agree that Agtivation LTD may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Agtivation LTD reserves the right to impose a re-connection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Agtivation LTD has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 60 days or more delinquent.

If the project is delayed more than 30 day in order to get your project restarted will require a Restart Fee of $500.

Warranty

All deliverables are covered by a limited thirty (30) day warranty on labor and original set-up.

Warranty Disclaimer

THE SERVICE IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. NEITHER Agtivation LTD NOR ANY OF ITS PARTNERS MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY CONTENT OR PRODUCTS, AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Agtivation LTD SHALL NOT BE LIABLE FOR ANY INCEDENTIAL OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS OR PROFITS, DATA OR INTERRUPTION OF SERVICE FROM YOUR ORDER WITH US. Some states do not allow the disclaimer of implied warranties, so the above limitations may not apply to you.

Limitation of Liability

IN NO EVENT SHALL Agtivation LTD OR OUR PARTNERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE USE OR THE INABILITY TO USE THE SERVICE OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBPAGE’S AND WEBSITE IS WITH THE CLIENT. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to you.

Indemnity

Client agrees to indemnify and hold Agtivation LTD, its parents, subsidiaries, affiliates, officers, employees and service providers and partners ("Partners"), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the following: Your use of the services, use of website(s) by any third party, purchase or use of Your products or services, Your use of information about Agtivation LTD obtained via the design and development services You contracted us to provide, the violation of this Agreement by You, or the infringement by You, or any third party using Your website(s) of any intellectual property or other right of any person or entity. Client further agrees to immediately remove any copyright material submitted by Client to Agtivation LTD upon notice from Agtivation LTD. Although our work and any attachments are believed to be free of any virus or other defect that might affect any computer system into which it is received and opened, it is the responsibility of the recipient to ensure that it is virus free and no responsibility is accepted by the sender or the individual generating the transfer of files or communication for any loss or damage arising in any way from its use.

Errors and Omissions

It is the client’s ultimate responsibility to thoroughly review the work in progress and final product or service before approving it. Agtivation LTD will do its best to identify and eliminate any content-related error and omission. However, Agtivation LTD is not responsible should any such error or omission go undetected and become a part of the final materials.

Copyright & Ownership

The finished assembly of web pages produced by Agtivation LTD and graphics shall be considered a "work for hire", to be vested with the Client only upon final payment, including but not limited to design, photos, graphics, customers, and text, which have been specifically designed for the Client, PROVIDED that rights to work-up files and computer programs shall remain the property of their respective owners.

Client further agrees to immediately remove any material submitted by Client to Agtivation LTD and subject to claim of ownership by third parties upon notice from Agtivation LTD.

Agtivation LTD retains the right to display representative samples of graphics and other Web design elements produced by Agtivation LTD as examples of their work in their respective portfolios for their own marketing, advertising, or promotional materials.

The client represents to Agtivation LTD and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Agtivation LTD for inclusion in webpages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Agtivation LTD and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

ADA Compliance Statement

Agtivation LTD will do it's best to create a site that meets WCAG 2.1 AA compliance but cannot guarantee meeting that compliance level due to a number of factors including WordPress, Theme of site content updates or plugins added or preformed by client that may affect compliance.

Not included in WordPress website Care Plans

• The WEBSITE CARE PLAN fee does not cover the situation if the client’s site has been hacked. Should the client’s site become hacked, We will charge the client a separate fee of based on a minimum charge of ½ hour for the work done to restore the site to proper operations.
• If it's discovered the client site has been hacked, we will notify the client to discuss the situation.
• If the client discovers the hacking (there is clear, visible content on the site having nothing to do with the client’s business), notify us as soon as possible.
• Agtivation LTD are not responsible for any damage of any kind that the client’s business suffers due to the hacking of the website.
• The WEBSITE CARE PLAN fee does not cover any website content updates requested by the client, such as changes to the site’s navigation; new / changed / removed pages or posts; changes to page or post content; changes to the site’s design, graphics, or color scheme; fees for stock photo images to be used on the site, etc. Depending on the magnitude of the site content changes requested, Agtivation LTD will perform the work by either:
• Providing an estimated project fee to the client, or
• Charge the client an hourly rate of $150.00 with a minimum charge of ½ hour.
• Agtivation LTD is not responsible for any errors or damage caused by an authorized third party who makes content changes to the site. If Agtivation LTD must be involved in fixing the errors or damage, then Agtivation LTD will charge a recovery fee.

Content Updates

The WEB CARE MAXIMIZER™ PLAN fee does not cover any website content updates requested by the client, such as changes to the site’s navigation; new/changed/removed pages or posts; changes to page or post content; changes to the site’s design, graphics, or color scheme; fees for stock photo images to be used on the site, etc. Depending on the magnitude of the site content changes requested, we will perform the work by either:

• Providing an estimated project fee to the client, or
• Charge the client an hourly rate of $150.00 with a minimum charge of ½ hour

DNS Hosting

We do not provide DNS hosting we recommend DNS be hosting at your domain provider or a paid DNS/CDN solution like CloudFlare

Errors or Damage

Agtivation LTD is not responsible for any errors or damage caused by an authorized owner or third party who makes content or code changes to the site or adds defective or non-standard premier plugins. If Agtivation LTD must be involved in fixing the errors or damage, then we will charge the client an hourly rate of $150.00 with a minimum charge of ½ hour for that work.

Disaster Recovery

Should there be any software failure of WordPress due to bad/nonfunctional vendor updates that affect the availability or operations of the client’s website, Agtivation LTD will perform all work needed to restore the site to full operational capability without charging additional fees to the client. The exception is if the client’s site is hacked, see above or client installed plugins or themes fail.

3rd Party Site Blocking

Agtivation LTD will correct the issue on your site to the best of our ability, however, the client is responsible for contacting any third-party security scanners and website audit companies to initiate new scans or to remove or prevent blocking. Upon request, we can provide guidelines on how to update or we can take care of this for you for an additional fee.

Your Care Plan contact on a 24/7/365 basis regarding WEB CARE MAXIMIZER™ is help@agtivation.com. This email address is monitored by our support desk staff, and the person best suited to handle your request will respond within 24 hours excluding weekends and holidays. If this ticket is determined to be of an urgent nature, we will respond within 4-8 hours. All standard "non-urgent" requests will be handled within 24-48 hours.

Agtivation LTD Proprietary Rights

Client acknowledges and agrees that the sites and service and any necessary software used in connection with the sites or service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Client further acknowledges and agrees that content on the sites or presented to you through the Service is protected by copyrights, trademarks, patents and other proprietary rights and laws. Except as expressly authorized by Agtivation LTD, you agree not to sell, distribute or create derivative works based on the sites, service or software, in whole or part.

Account Termination

Client’s website may be terminated at any time by a written notice from the Client 10 business days before the renewal date. Client will not be refunded for any prepaid amount and we will assess a $500 cancellation fee. Upon cancellation, Agtivation LTD will make a copy of the client’s site. The copy of the site will reside on the servers (not active) for 60 days, after which the account will be deleted entirely. If the customer would like to resume services with Agtivation LTD within 30 days of cancellation, there will not be an additional charge for reinstating the website. After 30 days of cancellation, any requests to take the site live will be treated as a new project and is subject to Agtivation LTD’s regular rates. Client’s charges will cease upon the next billing cycle given that the client has submitted a cancellation request 5 business days in advance. If the customer fails to submit the request in this timeframe, the cancellation will take effect on the following billing cycle.

Upgrades, Support and Notices

From time to time, Agtivation LTD may (and has the right to) send Client information and offers about upgrades, documentation and other services offered by Agtivation LTD and its Partners. Notwithstanding the foregoing, under no circumstances will Agtivation LTD or any of its Partners have any obligation to provide Client with upgrades, enhancements, or modifications, for the Services or Sites.

Severability

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.

Signature

By digitally signing our document(s), you represent to us that you are a duly authorized representative of your organization and upon its behalf agree to be legally bound by its terms and conditions. You hereby accept and authorize the commencement and payment for the project described above.