1. Acceptance of Terms

By accepting  this Terms of Service electronically or in writing, and/or by using Terrywebco services, including but not limited to, submission of content to Terrywebco design department, payment or authorization of payment, you (Client) agree to be bound by the following terms and conditions.  Client also agrees that Client’s electronic acceptance of this Terms of Service shall have the same force and effect as if Client had agreed to this Terms of Service in writing.
Terrywebco provides its services to Client subject to the following Terms Of Service, which may be updated from time to time without notice.  Client should periodically review the most current version of the Terms Of Service. 

2. Description of Service

Terrywebco designs and programs websites and other website-related services, including, but not limited to, new custom designed websitess, support, updates, and modification of websites, graphic design, programming, e-commerce, flash, database development, content systems managment (CMS), form mail, and additional website-related services. 

3. Electronic Delivery Policy

Terrywebco is a website-related business and communicates with its Clients electronically.  When Client accepts this Terms Of Service Client consents to receive electronically from Terrywebco any notices, agreements, disclosures, or other communications (Notices).  Client agrees that Terrywebco may send electronic Notices in either of the following ways 1) To the email address provided to Terrywebco at the time of sale or 2) to the new email address account Client set up through Terrywebco.  Client agrees to check the designated email addresses regularly for Notices.  Notice from Terrywebco is effective when sent by Terrywebco, regardless of whether the Notice is read or received by Client.

4. Privacy Policy

Personal data and certain other information about the Client are subject to Terrwebco Privacy Policy.  For more information see our Privacy Policy.  By using Terrywebco services Client also agrees to the most current version of Terrywebco Privacy Policy. 

5. Intellectual Property Policy

Terrywebco respects intellectual property laws, including those applicable to copyright and trademark, and the intellectual property of others.  Terrywebco will not use copyrighted or trademarked materials on any Client’s website without the express written consent of the copyright or trademark owner.  It is Client’s responsibility to ensure that all content submitted to Terrywebco is original content and free from third-party copyright or trademark protection, or to obtain permission to use from the copyright or trademark owner.  Client assumes full liability for any copyright or trademark infringement of Client’s website on any third-party copyright or trademark, including, but not limited to, any infringement due to website content, website design or the look and feel of Client’s website.  (See Unacceptable Practices).
Client content that is sent to Terrywebco will remain the intellectual property of the Client.  Terrywebco does not return original content to the Client.  Unless a request to return the original content to the Client is made in writing upon submission of the content, the content will be destroyed.  Terrywebco will attempt to honor requests to return original content; however, Terrywebco has no liability and does not guarantee the return of any content to Client.

6. International Use

Recognizing the global nature of the internet, Client agrees to comply with all local rules regarding online conduct and acceptable content.  Specifically, Client agrees to comply with a) all laws and regulations regarding the transmission of technical data exported from the United States, or the country in which Client resides and/or transacts business, and b) all laws and regulations regarding the collection and processing of personal data, including those relating to the trans-border transfer of personal data.

7. Website Construction Procedure

Client must submit content to the design department before site construction begins on the custom website.  After content is submitted by the Client website design begins. 
The design and content layout are completed by the designer and presented to the Client for approval.    After the Client approves the design, the website will then go into web page development. Once the page has gone through the programming stages and is ready for website functionality the client will be contacted for final testing stages prior to going live.

8. Client Approval

Client is responsible for testing the functionality of the website upon Terrywebco’s request for approval, and notification that the website has been completed.  This includes, but is not limited to, functionality of all website pages and database services as determined by the original sale.  Upon Client approval of the website to go live Client agrees services have been rendered and functionality of website has been tested and approved by Client. 
The Client understands and agrees that if the Client does not respond within 5 business days to Terrywebco’s request for approval and notification that the website has been completed, the website along with the functionality of the website and services rendered, will be deemed to be approved by the Client, and the website will be taken live “as-is”.   

9. Website Change Requests Before and After Website Goes Live

Terrywebco agrees to build a website and/or database to specifications quoted per the original sale and original invoice.  Any additions or changes requested outside of the scope of the original sale, either prior to the custom website going live, or after the site has gone live, will be billed at Terrywebco’s standard hourly rate.  Terrywebco is not obligated to complete Client requests or changes outside of the scope of work on the original invoice.  If Terrywebco does not agree to Client requests or changes, Client is still obligated to pay all fees incurred and due. 

10. Database/Programming

Terrywebco does not guarantee a time frame for completion of any custom database or custom programming.  A custom “Database Specifications Summary” may be presented to the Client.  Terrywebco agrees to complete the database design according to the specifications outlined.  If the Client does not object or respond to the Database Specifications Summary in writing within 5 business days it will be deemed to be accepted by the Client and Terrywebco may proceed with development of the custom database as outlined.  A Database Specifications Summary may not be presented to the Client for purchase of pre-built database modules and e-commerce store modules.
If Client requests changes to a pre-packaged database, pre-built database module, or e-commerce store module, changes are to be billed to Client at Terrywebco’s standard hourly rate.  There is no guarantee that changes made by Terrywebco to a pre-packaged database, pre-built database module, or e-commerce store module will work.  Client agrees charges are valid and agrees to pay for all fees incurred for Client’s requested changes to pre-packaged databases, pre-built databases modules, or e-commerce store modules.  Once work has begun on a database or custom programming there is No Refund if cancelled.
Client is responsible for testing the functionality of the website upon Terrywebco’s request for approval and notification that the website has been completed.  This includes, but is not limited to, testing the functionality of the custom database or programming.  Upon Client approval of the website to go live, Client agrees services have been rendered and functionality of website has been tested and approved by Client. 
Terrywebco will instruct Client as to the use of the custom database and the inputting of data related to such database.  However, data entry is the sole responsibility of the Client.  If the Client requests Terrywebco to enter data into the database, the Client will be charged, and agrees to pay, for such data entry at Terrywebco’s standard data entry rates.

11. Enhancements to Website

Client may purchase enhancements to the website at the time of initial sale or anytime thereafter.   Enhancements to the website may include, but are not limited to, custom programming, database, flash, e-commerce, logos, galleries, rollovers, design changes, content changes etc.  Client’s requests for enhancements to the original sale will be due and billed separately and at the time of request.  
Some enhancements such as, but not limited to, flash, custom programming, functionality, etc, may require that a specifications summary be presented to the Client.  If the Client does not object to the specifications summary within 5 business days, the summary will be deemed to be accepted, and Terrywebco will proceed with the development as outlined.  Once work has begun on enhancements purchased by the client there is No Refund if cancelled.  Enhancements or additional services purchased after the initial sale are separate purchases and are in addition to and separate from the original sale.  If a client cancels an enhancement the original sale is not cancelled.

12. Customer Service

Terrywebco strives to offer the best customer service available. Reprentatives can be reached Monday thru Saturday to help answer your questions and provide you with website support.  Customer service complaints or concerns should be sent through our contact page.

13. Use and Storage

Client acknowledges that Terrywebco is not responsible for backing up Client’s website and data.  Client should seek appropriate backup solutions of their own website data.

14. Servers & Hosting Services

Terrywebco utilizes hosting services such as GoDaddy to help its Client’s find affordable/reliable web hosting solutions. Terrywebco is not responsible for providing or maintaining hosting accounts.

15. Billing Policy

 (Installment payments may be accepted for the set-up fee only if agreed to in writing per the original invoice.) Installment payments must be made prior to any develpment being done. Development will be done in phases according to the number of installments requested.
Terrywebco reserves the right to change prices at any time including start-up websites  and hourly design fees.

Terrywebco reserves the right to hold Client, its principals and authorized representative(s) jointly and severally liable for any and all amounts owed.

16. Billing Disputes

Terrywebco charges up to a $25.00 fee for returned checks and a $200.00 fee to handle unauthorized credit card disputes.  If Terrywebco does not receive payment in full when due, Terrywebco may, to the extent permitted by the law of the state of the billing address on file for Client at the time, charge a late fee of up to 1.5% per month (18% per annum), or a flat fee of $5 per month, whichever is greater, on any unpaid balance.  Terrywebco may, to the extent permitted by the law of the state of the billing address on file for Client at the time account is sent to a collection agency, also charge Client for any collection agency fees and/or attorney’s fees billed to Terrywebco for collecting from Client.  Terrywebco does not agree to, and will not honor, any limiting notations made by a Client on a check.
If Client wishes to dispute a charge Client must first contact Terrywebco’s billing department and must allow 10 business days for a response.  To avoid any dispute about Client’s attempt to contact Terrywebco, Client may send the request in writing to: 
Attn: Billing Department, Terrywebco, PO Box 971, Enterprise UT  84725.  
Requests may also be sent via our contact page. 
If Client initiates a credit card dispute the decision of the credit card company is made through an arbitration process and the decision of the credit card company shall be binding upon Client.     

17. Termination/Cancellation of Services

Terrywebco, at its sole discretion, may terminate its service and remove and discard any content, for any reason, including and without limitation, for lack of use, or if Terrywebco believes Client has violated the Terms Of Service.  Terrywebco may also at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice.  Client agrees that any termination of access to Terrywebco’s services under any provision of this Terms of Service may be effected without prior notice and that Terrywebco may deactivate or delete Client’s account and all related information files.  Client agrees that Terrywebco shall not be liable to Client or any third-party for any termination of services.  Paid accounts that are terminated will not be refunded.  Terrywebco may suspend or terminate accounts, and shut down website for accounts that become delinquent for more than 30 days, in which case Client remains responsible for any unpaid balance owed to Terrywebco. Terrywebco also reserves the right to discontinue the designing of Client’s website at any time, at Terrywebco’s sole discretion, with an appropriate refund to the Client.  Under no circumstances is the refunded amount to exceed the amount collected by Terrywebco.
If the Client cancels an account before the work is completed or site is live, a cancellation fee is retained per the Cancellation Fee and Refund Policy.   Client agrees that all fees incurred and billed prior to cancellation effective date are valid and Client agrees to pay.  Upon request for termination of services the website will be removed.  A back-up copy of the website is not maintained by Terrywebco.
Client agrees to pay all design fees and additional service fees owed from the time of sale until the cancellation effective date. Client must notify Terrywebco in writing or via email to terminate the account services and avoid further account charges (if applicable).  It is Client’s responsibility to secure confirmation from Terrywebco that the request for termination has been received and no further fees will be billed.
Requests for cancellation of website services or additional services may be sent to the following address:  
Attn: Billing Department, Terrywebco, PO Box 971, Enterprise, UT 84725
Requests may also be sent via our contact page. 

18. Terrywebco Proprietary Rights

Client acknowledges and agrees that Terrywebco services may contain proprietary and confidential information that is protected by intellectual and proprietary-rights laws.  Client agrees to not reproduce, duplicate, copy, sell, resell or exploit any portion of Terrywebco services.

19.  Use of Client Information

Client hereby agrees that any information or ideas submitted to Terrywebco by any means may be used by Terrywebco without compensation or liability to Client for any purpose whatsoever, including but not limited to, developing websites, databases, e-commerce and developing, manufacturing and marketing other products.  This provision does not apply to Client content or to personal information that is subject to Terrywebco’s Privacy Policy.
Client herby gives permission to Terrywebco to use samples or links to Client’s custom website designed by Terrywebco for marketing and advertising purposes, including but not limited to, use in Terrywebco’s online portfolio.

20. Contract Service Providers

Terrywebco may contract with Contract Service Providers to complete a portion, or the Client’s entire custom website.  The Client agrees not to do business directly with the Contract Service Provider, nor to remit payment to the Contract Service Provider or any Terrywebco employee directly for services.  All payments for services rendered must be made directly to Terrywebco.  Contract Service Providers are independent contractors and are required to follow company policies and procedures.  Contract Service providers are provided with only the information needed to complete the design or development portion of the Client’s website and do not have access to Client’s personal information including payment information.

21. Disclaimer of Warranties

CLIENT’S USE OF TERRYWEBCO SERVICES IS AT CLIENT’S OWN RISK.  TERRYWEBCO SERVICES ARE PROVIDED “AS IS”.  TERRYWEBCO DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.  TERRYWEBCO DISCLAIMS ANY WARRANTIES REGARDING TERRYWEBCO SERVICES INCLUDING THAT THEY WILL MEET CLIENT’S REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.  TERRYWEBCO DISCLAIMS ANY WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF TERRYWEBCO SERVICES, INCLUDING RESULTING SALES AND WEB TRAFFIC.  TERRYWEBCO DISCLAIMS ANY WARRANTIES REGARDING THE MARKETING OF CLIENT’S PRODUCTS, SERVICES, SALES, OR WEBSITE.  TERRYWEBCO DISCLAIMS ANY WARRANTIES REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED, ADVERTISED OR OBTAINED THROUGH TERRYWEBCO SERVICES, OR LINKS PROVIDED BY TERRYWEBCO SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE PROVIDED BY TERRYWEBCO OR OBTAINED THROUGH LINKS PROVIDED THROUGH TERRYWEBCO SERVICES.
CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF TERRYWEBCO SERVICES ARE DONE AT CLIENT’S OWN RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO CLIENT’S COMPUTER SYSTEM OR LOSS OF DATA OR OTHER LIABILITY THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. 
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.  THE ABOVE EXCLUSIONS MAY NOT APPLY TO CLIENT.

22.  Limitation of Liability

CLIENT UNDERSTANDS AND AGREES THAT TERRYWEBCO, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF TERRYWEBCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).  SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OF OR INABILITY TO USE TERRYWEBCO SERVICES, RELIANCE ON TERRYWEBCO SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF TERRYWEBCO SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).  THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED THROUGH TERRYWEBCO SERVICES OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT’S DATA OR TRANSMISSIONS AND ANY STATEMENTS OR CONDUCT OF A THIRD PARTY OR ANY OTHER MATTERS RELATING TO TERRYWEBCO SERVICES.  SUCH LIMITATION SHALL FURTHER APPLY, WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED IN ANY WAY TO TERRYWEBCO SERVICES.  
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CLIENT.
Without limiting the foregoing, under no circumstance shall Terrywebco be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, or other casualties, illness, accidents, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non performance of third parties, or loss of or fluctuations in heat, light or air conditioning.

23. Tort Claims and Other Claims

Client waives all tort claims, strict liability claims and any and all other legal and equitable claims to the extent permitted by law against Terrywebco, its subsidiaries, affiliates, officers, employees and agents.  The relationship between the parties is contractual in nature only.   Client waives any tort claims that arise by act, or omission.  Client further agrees that it may only bring claims against Terrywebco in Client’s individual capacity and not as a member of a class.

24. Indemnification

Client agrees to defend, indemnify and hold harmless Terrywebco, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees that may arise or result from any content Client submits, posts, transmits or makes available through Terrywebco services, from any product sold by Client, its agents or employees or assigns, from any service provided or performed or agreed to be performed by Terrywebco or from Client’s breach or violation of the Terms Of Service, including any obligation, representation, or warranty made herein, or Client’s violation of any rights of another.  Client further agrees to defend, indemnify and hold harmless Terrywebco, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising from or related to contracts, representations, agreements, promises, etc, made between Client and third parties, or arising from or related to Client’s negligence toward third parties.

25. Notice

Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and in English and may be delivered personally, or may be sent by email, facsimile or certified mail, return receipt requested, to the address: Terrywebco PO Box 971 Enterprise, UT 84725

26. Contact Terrywebco

Client may contact Terrywebco at 435-878-2211 M-S from 9:00 – 5:00 MST.  Client may visit our website at www.terrywebco.com at any time.  Client may also contact Terrywebco through our contact page.

27. Negative Comments/Slander

Client specifically agrees not to engage in negative comments or slander regarding Terrywebco, including but not limited to publishing, or causing to be published, complaints or derogatory comments regarding Terrywebco in any format, including but not limited to, print, newspaper, television, radio or on internet complaint sites, blogs or other public internet forums.  Should there be a breach of this condition Terrywebco will be entitled to liquidate damages in the amount of $2,500.00 for each publishing or posting.  If said breach occurs on an internet complaint site each hit to that website will be considered an individual breach of this condition, and subject to additional liquidated damages of $100 per occurrence.  Further, Terrywebco shall be entitled to litigate this matter, and obtain the money damages together with injunctive relief.  The prevailing party to that litigation shall be entitled to an award of attorney’s fees.

28. Severability; Waiver

In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision the remainder of this Agreement shall remain valid and enforceable according to its terms.  The failure by Terrywebco to avail itself of any right or enforce any obligation of this agreement shall not be deemed to be an ongoing waiver of such right or obligation or of any other right or obligation.  

29. Jurisdiction

This agreement shall be governed exclusively by the laws of the State of Utah, USA, without regard to any conflicts of law provisions thereof, as a contract entered into and performed entirely within the State of Utah.  The parties herby expressly disclaim the application of the United Nations Convention on the International Sale of Goods.  Any disputes between the parties relating to the subject of this agreement shall be submitted exclusively to the jurisdiction of the state or federal courts located in the State of Utah, Counties of Utah or Salt Lake, and the parties expressly consent to personal jurisdiction and venue therein and waive any objection based on forum non convenes or otherwise.  

30. Arbitration

Notwithstanding the foregoing, in lieu of litigation, arbitration may be used as a means of resolving disputes.  Arbitration would be through a neutral third-party arbitrator to be approved by both Client and Terrywebco.  If any court sitting outside the United States determines that the litigation forum or arbitration provisions of this agreement are invalid, then and only then, the parties agree to settle any dispute through binding arbitration by three arbitrators, in the English language, under the commercial arbitration rules of the International Chamber of Commerce, with the location of the arbitration to be in a neutral jurisdiction (not the country of residence of the Client or of Terrywebco) as selected by Terrywebco. 

31. Governance

Terrywebco may investigate any reported violations of this agreement, its policies or any other complaints and take any action it deems appropriate to protect its systems, facilities, Clients, and/or third parties. 

32. Affiliated Companies or Name Change

Terrywebco reserves the right to subcontract services or assign the ongoing servicing of your account or this entire Agreement to another party at its sole discretion.  This agreement shall not be affected by any change in the name of Terrywebco or other affiliated companies, or any condition, merger or acquisition of Terrywebco and shall be automatically assigned to any successor entity of Terrywebco and shall continue in effect thereafter in accordance with its terms.

33. General Information

This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior oral or written agreements (including, but not limited to, any prior versions of the Terms of Service).  Any modifications to this agreement must be in writing and signed by an authorized officer of Terrywebco.  All representations not in writing are null and void.  Written agreements may include, but are not limited to, emails and electronic acceptance of this Terms of Service. Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of Terrywebco services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.  The section titles in the Terms Of Service are for convenience only and have no legal or contractual effect.