Website Care Plan Agreement

This Website Care Plan Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all monthly website Care Plan Services (hereinafter collectively referred to as “Care Plan Services”) ordered by Client.

Term and Termination

This Agreement shall be effective as of the time frame Client signs up for Care Plan Services. This Agreement may be terminated by either party upon 30-day 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 Fluid Minds, LLC (i) immediately if Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate with Fluid Minds, LLC or hinders Fluid Minds, LLC’s ability to perform the Care Plan Services hereunder.

Care Plan Services

Fluid Minds, LLC agrees to provide Client with Care Plan Services as described in this Agreement. Care Plan Services include:

  • Updates to text, images, and other minor changes to Client’s website pages. The amount of time dedicated towards these tasks each month will be determined by the Care Plan purchased by Client at the time of signup.
  • Any website support requests, above and beyond what is outlined in Care Plan, or WordPress questions requiring a response by Fluid Minds, LLC will count towards the monthly allotted time.
  • Upgrades to Client’s content management system, including plugins and themes.
  • Cloud backup of website on a daily, weekly, or monthly basis, depending on Care Plan purchased.
  • Hosting on our Virtual Private Servers through DreamHost.
  • Recovery of website files from backups.
  • Regular security scans
  • Monthly Reporting

Malware, Spam, or Malicious Code

  • Removal of malware, spam, and malicious code from Client’s website is available for an additional charge per incident for Clients who are on a website care plan at the time of infection. Pricing can be found here.
  • Removal of malware, spam, and malicious code that is existing on a website when a Client signs up for a website care plan will be charged for removal. This charge does not include working with Google or other search engines on your behalf to solve any issues your infection as caused you with their services. Pricing can be found here.

Fees; Limitations on Refunds and Cancellation Fees

Client agrees to pay Fluid Minds, LLC any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any Care Plan Services. The Client further agrees that, in the event of any termination of this agreement by Client, no refunds shall be given under any circumstances whatsoever. The Client further agrees to pay upon cancellation any other amounts due to Fluid Minds LLC for work provided at Client’s request above and beyond the monthly allotted time of monthly agreement. Fluid Minds LLC is hereby authorized to charge Client’s credit card account or other payment mechanism for any amounts owed from time to time by Client to Fluid Minds LLC.

Client Responsibilities

For the purposes of providing these services, Client agrees:

  • To properly convey to Fluid Minds, LLC the information that needs to be changed or added.
  • To answer any questions from Fluid Minds, LLC, in regards to task work on website, promptly.
  • To provide Fluid Minds, LLC with access to its website for creating new pages and making changes for the purpose of providing Care Plan Services.
  • To provide Fluid Minds, LLC access their web hosting account, providing active username / password combinations for access to the server via FTP, assuring that ‘write permissions’ are in place on hosting provider.

Client Acknowledgements

Client understands, acknowledges and agrees that:

  • The amount of time allotted for updates to text, images, and other minor changes, is determined by the Care Plan Services that they purchased and will be billed in fifteen (15) minute increments.
  • Client understands that all work for monthly Care Plan tasks will be scheduled according to Fluid Minds, LLC’s workflow. We have a process and maintain sites for many Clients; therefore, all website updates work that counts towards your monthly time allotment is done on a first come first serve basis, except in the case of a total website down issue, which would be considered an ‘emergency.’
  • Failure by Client to answer a question critical to the completion of a task within 5 business days may cause that task to be “bumped” and moved to the “end of the line” in our work queue. Depending on the time of month, this could cause that task to roll over into the next month’s bucket of update requests.
  • Once the time allotted in their Care Plan has been reached for the month, any unfinished tasks on the Client’s task list will be rolled into the next month for processing.
  • All monthly updates are scheduled in accordance with our schedule. The only exception being in the case of Client’s website being totally offline or down for some reason, in which case their issue would be considered an ‘emergency’ and would take priority.
  • Should the Client wish to have additional tasks completed in the same month, they will be billed on an hourly basis using our hourly rate structure per their Care Plan which can be found here.
  • Client understands that if they provide Fluid Minds, LLC with a Care Plan task and the task has been completed, then they wish to make changes to the task, any additional time to make these changes will count towards the monthly allotment of time.
  • Website updates exclude, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimization.
  • Website updates do not include website redesign, re-alignment or re-development equaling more than 50% change to web page.
  • CMS design, integration of plugins that require intensive configuration, or programming of things that require extensive time to set up, including but not limited to blogs, shopping carts, API integrations with third party services, and web forums are not considered “minor” changes and therefore are not included in the Care Plan Agreement. These require a separate design or development agreement.
  • Care Plan Agreement does not include training on search engine optimization (SEO) or other online digital marketing unless additional services are purchased that would allow for SEO work throughout the month.
  • All communications will be done during regular business hours, which are Monday through Friday from 7:00 AM to 4:00 PM (CST).
  • Fluid Minds, LLC has no control over Client’s hosting company in regards to server downtime, incompatibilities with software, PHP compatibility issues, etc.
  • Fluid Minds, LLC is not responsible for Client’s email issues or troubleshooting problems on their own computer. Our role is to maintain and keep the website running at its optimal capabilities. We are not Client’s IT team.
  • Fluid Minds, LLC 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. Client’s website(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
  • If changes are made by Fluid Minds, LLC according to Client’s information, and the changes are not correct, additional time to remedy the changes fall under the time allotted each month.
  • Unused time is not accumulative. Unused time does not transfer from month to month. Care Plan Services time is strictly month to month.
  • Fluid Minds, LLC is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
  • Fluid Minds, LLC is not responsible for changes made to Client’s web site(s) by other parties, including the Client.
  • During the duration of this contract, the Client agrees that Fluid Minds, LLC will be the sole provider of Care Plan Services for the website, and no other party will have access to or rights to change the website. If a party, including the Client, other than Fluid Minds, LLC makes changes to the web site, any errors that are created must be repaired and will be charged for at the hourly rate specified here.
  • Fluid Minds, LLC is not responsible for third-party plugins that may become unusable as a result of Care Plan Services performed.
  • Recovery or repair of Client’s website is not guaranteed.
  • The availability of backups is not guaranteed.

Scheduling of Care Plan Tasks

The scheduling of Care Plan Services is at the discretion of Fluid Minds, LLC. Scheduling is a priority for us. We schedule blocks of time for Care Plan Services and web design and development activities each week. We strive to schedule all work for the month in advance to maintain an optimized workflow for our Clients. Care Plan Service requests are handled in the order in which they are received each week, unless a website problem interrupts your business causing an emergency maintenance activity. For instance, an eCommerce site that goes down or experiences checkout issues. In this case, the emergency tasks will take priority over other Care Plan Services performed by Fluid Minds, LLC. Clients are informed of the estimated time of completion when a Care Plan Service request is made. Clients are updated if emergencies occur that will affect the scheduling of their Care Plan Services.

Additional Services – Additional services not listed herein will be provided based on our current pricing structure, found here. Search Engine Optimization (SEO), email marketing setup or management, social media management, and other services not defined in the Care Plan Services section are covered by other Fluid Minds Services and are priced separately.

Indemnification – Client shall indemnify and hold harmless Fluid Minds, LLC (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 Fluid Minds, LLC as a result of any claim, judgment, or adjudication against Fluid Minds, LLC 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 Client to Fluid Minds, LLC (the “Client Content”), or (b) a claim that Fluid Minds, LLC’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Fluid Minds, LLC must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.

Disclaimer of All Other Warranties – Fluid Minds, LLC does not warrant that the Care Plan Services will meet Client’s expectations or requirements. The entire risk as to the quality and performance is with Client. Except as otherwise specified in this agreement, Fluid Minds, LLC provides its services “as is” and without a warranty of any kind. The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. 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.

Limited liability – In no event shall Fluid Minds, LLC be liable to Client for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. Fluid Minds, LLC makes no warranty of any kind, whether express or implied, regarding any third-party products, third party content or any software, equipment, or hardware obtained from third parties.

Client Representations – Client makes the following representations and warranties for the benefit of Fluid Minds LLC:

  • Client represents to Fluid Minds, LLC and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Fluid Minds, LLC are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Fluid Minds, LLC and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
  • Client guarantees to Fluid Minds, LLC and unconditionally guarantees that Client’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Care Plan Services.
  • Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Fluid Minds, LLC for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Fluid Minds, LLC and its subcontractors from any liability or suit arising from the use of such elements.
  • From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Fluid Minds, LLC and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.

Confidentiality – The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Fluid Minds, LLC and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.

Force Majeure – Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure 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.

Relationship of Parties – Fluid Minds, LLC, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of Fluid Minds, LLC, whether by regulation or contract. In no way is Fluid Minds, LLC to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.

Notice and Payment – Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered or Express mail, return receipt requested or by Federal Express. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of Iowa. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Iowa including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

Agreement Binding on Successors – The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

Assignability – Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Fluid Minds, LLC. Fluid Minds, LLC reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

Waiver – No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

Severability – If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

No Inference Against Author – No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.

Read and Understood – By purchasing a Care Plan, Client acknowledges that they have read and understand this Agreement and agree to be bound by its terms and conditions.