Terms of Service for Maintenance Packages
SERVICE LEVEL AGREEMENT
PXM WordPress Website Maintenance Plans
This Service Level Agreement (“SLA”) is effective as of the date signed by everyone below, and is between PixelMongers LLC (“Us”, “Our”, “We” or “PXM”) and Example Company (“You” or “Your”). You have decided to retain our firm, acting as an independent contractor, to perform certain services in connection with maintenance of your WordPress-related web assets.
We will provide services to you as described in the Description of Maintenance Plan section of the plan purchased.We will perform maintenance services in a reasonably timely manner, meet any deadlines agreed to by us both, and provide services that are in compliance with any agreed-upon parameters.
We will coordinate with you and your staff to minimize any disruption to your site’s operations when performing routine, non-critical maintenance tasks.
You agree that any maintenance tasks which are identified as “critical” by either the software’s authors or the CVE register at Mitre (https://cve.mitre.org/), and performed for the purposes of preventing or repairing a security breach in your site, will be undertaken without regard to whether the site is temporarily disrupted .
All services will be provided by us in a professional, competent manner and in accordance with generally accepted best practices.
All maintenance services will be provided by qualified and experienced personnel.
If required to complete our work, you agree to provide appropriate security access and login credentials to any of your web-related assets or accounts to which our maintenance services apply.
You pre-authorize us to install any module, tool or software add-on that will assist you or us in monitoring the operation of your web-related assets, or enhance their maintenance (nothing will be installed which incurs a cost for you without your permission).
You authorize us to create and utilize a “notifications” email address which your site(s) will use to send maintenance and security notices that will then be forwarded to various members of your staff and our staff.
You are responsible for the accuracy, completeness and propriety of information concerning your accounts, web properties and your online operations furnished to us in connection with the performance of maintenance of your web assets.
Cancellation or Modification of Maintenance Tasks
You have the right to delay, reject or modify any anticipated maintenance task or work in process. However, you agree to indemnify and hold us harmless for any liability relating to any such rejection, delay or modification.
Compensation for Services
You agree to compensate us for our work at the monthly rate shown for the maintenance plan you’ve selected.
You understand and agree that our maintenance plans require an initial 12-month financial commitment, and that the payments shown in the Maintenance Plan Subscription must be paid by either a credit card or by check or bank transfer before each monthly maintenance period begins.
You specifically agree that, should you cancel maintenance services with PixelMongers LLC, you will still owe us for the remaining amount of monthly payments remaining on the 12-month commitment, or 40% of the original annualized maintenance plan cost, whichever is less.
You have the option of paying the annualized cost of the maintenance plan. If you choose to pay annually, we will send you an invoice which will be due upon receipt.
If you elect to pay monthly maintenance payments by credit card, you agree to provide us with valid credit card information which we will use to charge you on a monthly basis.
You agree that, at the end of the 12-month plan commitment, you will continue to be billed for the plan you selected on a month-to-month basis, until you notify us in writing that you wish to cancel or revise your plan coverage.
Exclusions from Maintenance Plan Coverage
The following situations and services are not covered by PixelMongers’ maintenance plans (but may be contracted for with PixelMongers as “ala carte” development services):
Repairs or restoration of a site due to :site changes or destruction due to the actions of another consultant or software engineer.
Security breaches due to your failure to secure account logins and passwords.
Complete replacement of a site-wide template, theme or visual design of the site.
Extensive content or structural changes to the site due to a vendor-mandated or client-requested theme update or upgrade.
Interpretation and analysis of web analytics and webmetrics reporting, except when part of a security review.
Populating an e-commerce catalog with online products.
Search engine optimization (SEO) or search engine marketing (SEM) configurations, analysis or advisory consultations (except for plug-in updates).
Investigating issues with payment systems outside the boundaries of the WordPress site and the webserver on which it’s located.
If PXM is not providing your webhosting for your site, automated backups will be configured only if your webhosting company’s webhosting environment allows for it.
Any activity or service not specifically included in the PixelMongers’ maintenance plan chosen by you.
Maintenance Plan Period
For Existing Websites
The term of this SLA and covered maintenance services starts from the first day of the month you sign and accept it, and ends on the last day of the 12th month after your acceptance. The terms of this SLA will extend past this period if you continue your maintenance plan on a month-to-month payment basis.
For Websites Under Development by PXM: Provided this SLA is signed before or while your website is in development, the term of this SLA and covered maintenance services starts from the first day of the month in which your site launches, and ends on the last day of the 12th month after your site launches. The terms of this SLA will extend past this period if you continue your maintenance plan on a month-to-month payment basis.
No Warranty or Guarantees on Open Source Components
You recognize and agree that the WordPress content management system is an open source software platform, and that it integrates applications, themes, databases, modules, software plug-ins and services provided by third-party providers and authors, and the quality and security of those software components and services is outside of our control.
Therefore, you agree we can’t warrant or guarantee the performance or security of those software components and we will not be held responsible for any failure or security issue that arises from their installation and use.
Disputes and Arbitration
You and we agree to try and resolve any disagreement related to services provided under this SLA through good-faith negotiation. If the disagreement can’t be resolved within 21 days it may be submitted by either you or us to binding arbitration.
The arbitration will be conducted according to the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, selected by an American Arbitration Association administrator, who must be:
A licensed attorney with at least 5 years experience in the practice of commercially-related law.
An attorney with at least 2 years experience in the negotiation of technology contracts or litigation of technology disputes.
The arbitrator will have the same power to enter any award that could be entered by a judge of the state courts of Oklahoma, excluding the following:
- awarding of punitive damages,
- awarding of treble damages
- awarding any other damages that aren’t compensatory
- The arbitrator must issue a written decision within thirty (30) days of the date arbitration hearings are concluded. The decision of the arbitrator will be final and binding and enforceable in any court with jurisdiction.
Both you and we will each pay the costs of our own research, investigation and professional counsels. The costs of conducting the arbitration itself will be shared equally between you and us. Arbitration hearings will be physically held in Oklahoma County, Oklahoma or via online meeting technologies.
You agree this section does not prevent either party from seeking temporary or injunctive relief.
You and we represent that ourrespective organization has full power and authority to enter into this SLA and to perform all of the obligations in this SLA without violating the legal rights of any third party.
This SLA will be interpreted, construed and enforced in accordance with the laws of the State of Oklahoma. Both you and we consent to the exclusive jurisdiction of the federal and state courts located in Oklahoma County, Oklahoma.
This SLA composes the entire agreement and understanding between you and us in regard to maintenance services, and replaces any and all prior discussions, agreements or previous day-to-day practices between you and us.
The terms of this SLA can’t be amended or any part of it waived unless its done in writing and signed by both you and us.
You may not assign your rights and obligations under this SLA Customer to any third party without our the prior written approval.
Except as otherwise stated in this SLA, the services we provide are “as is” and without warranty of any kind, including any implied warranty of merchantability or fitness for a particular purpose. You further agree that we will not otherwise be liable to you for any indirect, special, exemplary or consequential damages or lost profits. We make no warranty of any kind whether express or implied, in regard to third-party products, software, services, equipment or hardware.
We reserve the right to assign subcontractors as needed to this project to ensure on-time completion.
The provisions of this SLA are binding upon any successor entities that acquire or gain control of either us or you.
If any provision of this SLA is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be separated from the rest of the SLA. The remaining provisions of this SLA will remain in full force and effect.
Understanding and Agreement
You and we acknowledge that we’ve read and understand this entire Service Level Agreement and agree to be bound by its terms and conditions.