Maintenance Agreement

This Maintenance Agreement ("Agreement") is hereby entered into between you, your employees and agents (collectively "Customer") and applies to the purchase of all Monthly Website Maintenance Services (hereinafter collectively referred to as "Maintenance Services") ordered by Customer.

  1. Term and Termination - This Agreement shall be effective as of the time frame Customer signs up for Maintenance Services. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Apex (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Apex or hinders Apex's ability to perform the Maintenance Services hereunder.
  2. Maintenance Services - Apex agrees to provide Customer with Maintenance Services as described in this Agreement. Maintenance Services include:
    • Updates to text, images, and other minor changes to Customer's website pages.
    • Hosting of Customer's website is included in Maintenance Services as long as site is hosted by Apex
    • Google Anayltics report will be emailed to Customer monthly
    • Upgrades to Customer's content management system, including plugins and themes.
    • Removal of malware, spam and malicious code from Customer's website.
    • Recovery of files or database from backups, if available.
  3. Fees; Limitations on Refunds and Cancellation Fees - Customer agrees to pay Apex any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any Maintenance Services. THE CUSTOMER FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY CUSTOMER, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CUSTOMER FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO APEX AS PROVIDED IN THE AGREEMENT. APEX IS HEREBY AUTHORIZED TO CHARGE CUSTOMER'S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CUSTOMER TO APEX.
  4. Customer Responsibilities - For the purposes of providing these services, Customer agrees:
    • To provide Apex with access to its web sites for creating new pages, and making changes for the purpose of providing Maintenance Services.
    • To properly convey to Apex the information that needs to be changed or added.
  5. Customer Acknowledgements - Customer understands, acknowledges and agrees that:
    • Only one (1) hour of time for Maintenance Services is allowed per month, billed in fifteen (15) minute increments.
    • Any work that exceeds one (1) hour will be billed on an hourly basis of $100 per hour.
    • Web page updates exclude, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimization.
    • Apex has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Customer's web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
    • Additional fees could be charged if the information provided has to be typed and exceeds the one (1) hour of time allotted.
    • If changes are made by Apex according to Customer's information, and the changes are not correct, additional time to remedy the changes fall under the one (1) hour of time allotted.
    • Unused time is not accumulative. Unused time does not transfer from month to month. Maintenance Services time is strictly month to month.
    • Apex is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
    • Apex is not responsible for changes made to Customer's web site(s) by other parties.
    • Apex is not responsible for third-party plugins that may become unusable as a result of Maintenance Services performed.
    • Apex will not repair Customer's website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.
    • Recovery or repair of Customer's website is not guaranteed.
    • Availability of backups is not guaranteed.
  6. Additional Services - Additional services not listed herein will be provided for a fee of $100.00 per hour. Apex is not responsible for developing new content or writing new copy for Customer. Customer will be charged an additional fee for writing content, based on the hourly rate of $100.00 per hour.
  7. Indemnification - Customer shall indemnify and hold harmless Apex (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by Apex as a result of any claim, judgment, or adjudication against Apex related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Apex (the "Customer Content"), or (b) a claim that Apex's use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Apex must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.
  8. Read and Understood - Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
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