1. Purpose
Welcome to your Clinic Sites website! The purpose of this agreement is simple: We are not trying to confuse you with difficult legal terms. Instead, we are plainly stating the role of each party, what the website and hosting support entails, payment schedules and what should happen if something were to go wrong.
2. Summary
The terms and conditions set forth in this Website Service Agreement (“Agreement”) constitute the sole agreement between JMP Clinic Sites Inc. (“Clinic Sites”, “we”, or “us”) and you (the “Client”). Client and Clinic Sites are collectively, (the “Parties).2. Acceptance of the Agreement
By accepting this proposal, you confirm that you have read, and agree to Clinic Sites Inc’s Website Service Agreement and you are authorizing us to publish the completed website to your domain. You further acknowledge that we are providing a license to you to utilize our website management system which exists on our servers.
You agree that we will update your Website from time to time, at our discretion. Your continued use of the Website following the publishing of the updated Agreement means that you accept and agree to the changes.
3. The Website Features
Clinic Sites agrees to create a website for the Client that exists on our platform. This will allow you to easily create and update website content that is fresh and regularly updated.
4. Timeline
We are committed to completing the website in a timely manner and agree to work expeditiously to complete our portion of the website customization upon agreement of this contract.
The Client agrees to complete their portion of the website content and that the website will be launched at the Client’s discretion.
5. Payment of Setup Fees
The Client agrees to pay Clinic Sites the total Setup Fees, plus applicable taxes, within fifteen (15) days from the date of the final invoice. The Setup Fees include the cost of the basic website package and any requested modules. We agree to provide the Client with an invoice detailing the Setup Fees upon acknowledgement of this Agreement.
6. Payment of Ongoing Website Hosting and Support Fees
The hosting and support fee is invoiced monthly at a rate of $39.00 per month, plus applicable taxes. This fee includes phone and email support, website improvements, server maintenance, security maintenance and website hosting, which is reasonably consistent with current average client usage. We agree not to raise this fee more than 5% annually.
The Client agrees that the Hosting and Support subscription will renew automatically at the end of each year and further agrees to pay this subscription fee in advance on a monthly basis. The fees will continue every thirty days and will continue throughout the duration of the Agreement between the Parties.
7. Late Payment
If the balance owing from the Client remains unpaid for more than thirty (30) days, Clinic Sites will issue a written notice of the overdue account.
In the event that the Client fails to pay the balance owing for more than 90 days, Clinic Sites Inc will make every effort to contact the Client by phone or email prior to suspension of services. Please note that we do, however, reserve the right to suspend the service of the Website Hosting and Support and disable the Client’s website until the account balance is paid in full.
8. Warranty
This Agreement includes an ongoing warranty that ensures the website will appear and function in working order for the duration of the Client’s subscription with Clinic Sites. We will make every effort to rectify the situation in a timely fashion when the Client reports errors or performance issues concerning the website.
9. Website Copyrights
Clinic Sites owns copyright to the design, source code, and structure of web pages developed as part of this Agreement. Upon final completion of the website, the Client is assigned rights to use as a website the design, graphics, photos and text contained in the published web pages. Rights to the source code, work up files and computer programs are not transferred to the Client and remain the property of Clinic Sites. We also retain the right to display graphics and other web design elements as examples of our work in our portfolio and marketing materials.
10. Content Copyrights and Trademarks
The Client represents to Clinic Sites that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to us for inclusion in the website are owned by the Client or that the Client has permission from the rightful owner to use each of these elements. The Client further agrees that they are solely responsible for the accuracy and appropriateness of website content.
11. Legal
The Client will hold Clinic Sites harmless from liability for any damages, including any copyright or trademark infringement arising from elements furnished by the participating organizations, any lost profits, lost savings or other incidental damages arising from the operation of or inability to operate these websites. The Client also agrees to use the services offered by us in a manner consistent with all applicable local, provincial, and federal laws and regulations.
Any insurance claims or litigation arising from the use, operation or existence of the website will be the full responsibility of the Client and they agree to indemnify and hold harmless Clinic Sites and all of its employees, partners, contractors and sub-contractors from all liability.
The laws of the Province of British Columbia shall govern this Agreement. Venue for any action hereunder shall be in Abbotsford, British Columbia, Canada.
12. Non Disclosure
Each party agrees that all information and materials disclosed by the Parties regarding a proposed deal between the Parties, including the terms and conditions of this Agreement and the existence of the discussion between the Parties, will be considered and referred to collectively in this Agreement as “Confidential Information”. Clinic Sites agrees that, except as directed by the Client, it will not at any time during or after termination of this Agreement disclose any confidential information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about us to another party.
13. Privacy
Please also note that certain information, statements, data and content (such as photographs) which you post to the web pages are likely to reveal your gender, ethnic origin, nationality, age and/or other personal information about you. The Client acknowledges and agrees that your submission of such information is voluntary on your part. Further, you acknowledge consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion.
14. Force Majeure
An event of Force Majeure is an event or circumstance, which is beyond the control and without fault or negligence of the Parties. In this case, neither party will be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labour disputes, embargoes, government orders or any other force majeure event. If any such 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.
15. Termination of Services
The Client may terminate our services with thirty (30) days written notice. Clinic Sites will then transfer to the Client or their agent the ownership of the Client’s domain, if we are the current registrar. At a mutually agreed upon time, within thirty (30) days of the termination date, JMP Clinic Sites Inc. will cease hosting the website, but will not assist with the migration of the website to a new hosting provider.
In the event of termination, Clinic Sites agrees to refund to the Client any prepaid months that remain in their annual Website Service Fees subscription. If the Client owes any monies, they agree to pay the balance in full upon termination.
16. Inability to Continue Service
In the event that Clinic Sites and its owners, at our discretion, are unable to continue to provide the web services outlined in this Agreement, we agree to provide sixty (60) days written notice to the Client. We further agree to return to the Client all content and copies thereof and work product and to assist in migrating their website content to a new web hosting provider at no additional charge.
17. Sole Agreement
The terms contained in this “Website Service Agreement” constitute the sole agreement between Clinic Sites and the Client regarding this website, and hosting and support. All prices specified in this contract will be honoured for twelve (12) months after commencement of work.
We understand that along the way, there are some changes that may surface, which are not listed in the website services specified in this contract. This is fine, so long as we create a separate Agreement and payment schedule while reserving all rights of this Agreement.
