The following Terms & Conditions apply to each agreement, project, program, or assignment between the Client (corporation, LLC, partnership, or individual) and Code Resources, LLC.
By accessing or using any Code Resources, LLC website, any Code Resources, LLC product or service, or any applications (including mobile applications) made available by Code Resources, LLC, however accessed, clients agree to be bound by these Terms & Conditions. From time to time Code Resources, LLC may change these Terms & Conditions in order to make improvements, adjust to changes in the technological marketplace, or align with Government rules and regulations. Please check this page periodically for such updates.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: “Client”, “You” and “Your” refers to you, the organization or person accessing this website and accepting the Company’s terms and conditions. “The Company”, “Code Resources, LLC”, “Ourselves”, “We” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing Arizona State Law. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
General Terms Nothing in this Agreement shall be deemed to create an agency, partnership or joint venture between the Parties. This Agreement constitutes the entire agreement between the Parties and supersedes any prior communications, representations or agreements of any kind. This Agreement may not be modified except in a writing signed by both Parties. Inconsistent terms on purchase orders, invoices or other documents shall have no effect and are expressly rejected by Code Resources, LLC. This Agreement shall be governed in accordance with the laws of the State of Arizona without regard to conflicts of laws principles. Failure to enforce or delay in enforcing any rights under this Agreement shall not be deemed to be a waiver or modification of such rights.
Price & Payment Unless otherwise specified, the payment terms are as follows and require a valid credit card on file for processing:
- Flat Fees $1,000 and above (Non-Recurring) – 20% to begin service & 80% prior to delivery, use and/or completion. Final 80% payment automatically due on invoices left open past 6 calendar months.
- Flat Fees under $1,000 (Non-Recurring) – 100% due up front to begin service.
- Recurring Fees $250 and above – 1st period is billed to begin service/setup and remaining at the specified intervals. Code Resources, LLC reserves the right to combine recurring service billings to consolidate transactions. Code Resources, LLC reserves the right to adjust and pro-rate periods of performance within 30 days to streamline recurring billing dates.
- SEO services – 1st month of SEO service billed upon order for program set up. Remainder of contract term months billed after set up has been completed or no later than 90 calendar days after order date unless specifically approved otherwise by Code Resources, LLC. No extensions in billing will be granted due to client delays in submitting information or access to Code Resources, LLC.
- Recurring Fees under $250 – 100% due up front to begin service.
To further streamline and simplify our relationship, all clients currently receiving recurring service invoices under $100 will be billed Quarterly. That means just one recurring invoice for three months of services. If your account is set up to auto bill a credit card the charged amount will also be updated.
- Support – COD -- Delivered support items are charged to filed credit cards, when applicable.
Code Resources, LLC, at its sole discretion, extends credit terms to qualified accounts. Credit card payments will not be accepted on quotes and/or invoices where Net Terms have been extended without prior written approval from Code Resources, LLC.
Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and any other similar charges, however designated or levied on the sale or delivery of the Products & Services or measured by the purchase price paid for the Products & Services. Code Resources, LLC’s prices set forth on the front side of the invoice do not include such taxes, fees and charges. Exemption certificates must be presented to Code Resources, LLC prior to delivery if they are to be honored.
All fees and expenses are due and payable upon receipt of invoice. A late fee of up to two percent (2%) of the invoice value will be added to any invoice not paid by the 30th day of the issuing month. Client’s monthly service will be suspended if payment is not received by the 5th day of the following month. If charges to a Client’s credit card are declined, the Client’s services may be suspended in Code Resources, LLC’s discretion until payments are current. Returned checks for NSF, will result in an additional $20.00 fee.
Limitation of Liability Neither Code Resources, LLC or Client will be responsible for damages or other loss, including, but not limited to, indirect, special or consequential damages, arising out of, or related to, the furnishing, performance or use of the Product(s) and/or Service(s) provided under this agreement. In no event shall either Party’s liability for damages to the other for any cause whatsoever arising out of this agreement, regardless of the form of action, exceed the sum of all payments actually made to Code Resources, LLC by Client for the specific Product(s) and/or Service(s) that caused the damages or that are the subject matter of or are directly related to the cause of action.
Attorney’s Fees. In the event that suit is brought, or an attorney is retained by any party to this Agreement to enforce the terms of this Agreement or to collect any money due under this Agreement or to collect money damages for breach of this Agreement, the prevailing party shall be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorney’s fees, court costs, costs of investigation, and other related expenses incurred in connection with bringing such action.
Forum Selection. For purposes of any proceeding involving this Agreement or any obligation of either Code Resources, LLC or Client arising out of or in connection with this Agreement, Client submits to the non-exclusive jurisdiction of the courts of the State of Arizona and of the United States having jurisdiction in Maricopa County, Arizona and agrees not to raise and waives any objection to or defense based upon the venue of any such court and any objection or defense based upon forum non conveniens. Client agrees not to bring any action or other proceeding with respect to this Agreement or any obligation of either Code Resources, LLC or Client arising out of or in connection with this Agreement in any other court unless such courts of the State of Arizona and of the United States for the District of Arizona determine that they do not have jurisdiction in the matter.
Alternate Dispute Resolution Any disputes arising from this agreement, except Code Resources, LLC claims for non-payment, will be resolved by arbitration and neither party may file a claim in any court except for non-payment of fees due, to enforce an arbitration award, or for injunctive or other equitable relief.
Indemnification Each Party shall indemnify, defend and hold the other Party harmless from and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable attorney’s fees, resulting directly or indirectly from any breach of this agreement by such Party and from any acts, omissions or misrepresentations by such Party in connection with the sale, installation or use of the Product(s).
Term & Termination After the initial term of any recurring service contract, the contract automatically continues in force for a like term. Client may cancel any recurring service contract during a term for any reason by submitting thirty (30) days advance written notice and paying one half (1/2) of the remaining balance in addition to any other fees, expenses, and prior extended discounts contingent on the term of the contract that are due at the time of cancellation. Cancellation of SEO services will result in immediate cessation of all submissions and reporting per SEO plan description. Cancellation of Hosting services will result in removal of all website files from Code Resources, LLC or Code Resources, LLC dedicated server(s). All payments previously received by Code Resources, LLC are earned and there are no refunds for early termination. Code Resources, LLC reserves the right to terminate any agreement, project, program, or assignment because of nonpayment, late payment, or other factors which make Code Resources, LLC’s performance impractical. Early termination fees may apply.
Rights & Permissions Client provided content must be delivered to Code Resources, LLC in digital format: i.e. MS Word or text file, images, .jpg, .png, .gif. Client represents and warrants that Client has rights and permissions to use all data, recordings, artwork, written copy and printed materials that may be replicated in website content and will not infringe upon any trademark, copyright, contract, property rights and that Client has paid any and all royalties or other charges pursuant to copyright law of the United States, any statute, order, or other law, right or contract governing such materials. Code Resources, LLC reserves the right to review and reject any material that contains matter which is libelous, defamatory, obscene, invades the rights of privacy or rights of any individual, or for any other reason at its discretion. Final payment entitles the Client to use completed work only in a manner specified by Code Resources, LLC. Code Resources, LLC reserves the right and Client agrees to allow Code Resources, LLC to use its creative development, Client name, and marks in any future Code Resources, LLC advertising and marketing. Client grants Code Resources, LLC the right to brand all Code Resources, LLC design and development with “website by Code Resources, LLC” in the footer of the website, Client reserves the right to purchase the removal of this brand for $500. Client agrees to indemnify, hold harmless, and defend Code Resources, LLC from any actual or alleged breach of any representation or warranty set forth herein. Code Resources, LLC may defend any claims arising from an alleged breach using legal counsel of its own choosing at the Clients expense, to be paid immediately upon receipt of an invoice for such fees and costs.
Work Product Ownership Any proprietary work concerning web-based methodology, techniques, applications, database creation methods, web-presence methods, lead generation techniques, etc., developed by Code Resources, LLC shall remain the sole property of Code Resources, LLC. Any products, patents on products, text, information, trademarks, copyrights, audio, video productions, techniques, applications, database creation methods, web-presence methods, lead generation techniques, etc., developed by client or its associates shall remain the property of Client.
Copyright to Web Pages Copyright to the finished assembled work of web pages produced by Code Resources, LLC is owned by Client. Upon final payment of this Agreement, Client will wholly own the finished assembled work described herein including but not limited to the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs produced or developed prior to the commencement of the work described herein and specifically owned by Code Resources, LLC or third party entities are specifically not transferred to Client, and remain the property of their respective owners. Code Resources, LLC and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios.
Copyrights to Software and Databases Copyright to the finished assembled work of software and Databases produced by Code Resources, LLC and its contractors is owned by Client. Upon final payment of this Agreement, Client is granted ownership of the design, structure, and functionality, contained in the finished assembled website or on the hosted server. Rights to the data and the results of the output of the software created by Code Resources, LLC and its contractors will remain the property of Client. Rights to proprietary photos, proprietary graphics, proprietary work-up files, source code, documentation of the Databases, and Software and proprietary tools or computer programs are specifically not transferred to Client, and remain the property of their respective owners. Code Resources, LLC and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
Technical Service & Delivery Hours of operation: Monday-Friday, 8:00 AM-5:00 PM. Targeted minimum response time for business website maintenance and support: three (3) business days during hours of operation. Code Resources, LLC services will be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantees are included or intended in this agreement or in any report, opinion, deliverable, work product, document or otherwise. Code Resources, LLC is not responsible for any third party errors whereas client is fully responsible for all billable time spent researching and attempting to resolve such items.
From time to time clients may require technical or related business support from Code Resources, LLC. Support requests should be submitted through the appropriate communication channel designated by Code Resources, LLC and specifying relevant issue(s) in clear detail. As stated previously, Code Resources, LLC aims to address (not resolve) all support requests submitted along these lines within three (3) business days.
Security Code Resources, LLC utilizes industry standard precautions to ensure the integrity of each site. Code Resources, LLC is not liable for malicious acts of others. Code Resources, LLC will attempt to restore any website design damaged from random and generalized attacks or targeted attacks for the appropriate standard hourly support fees.
Compliance and Permissions Practices for Email Client must follow the rules of the federal CAN-SPAM act when sending e-mail using Code Resources, LLC service. All promotional emails must contain a one-click unsubscribe link that remains active for 30 days after the email is sent. Client is responsible for monitoring, updating, and processing unsubscribe requests within 10 business days. Emails must contain non-internet contact information of the sender, company phone number and address. All emails must state the reason the recipient is receiving the email i.e. “You are receiving this message from ABC Company because you signed up on the email list at www.abccompany.com”. Client agrees to import, access, or otherwise use only permission-based lists (see Spamming/Unsolicited Bulk E-Mail for more information.). Both the number of email messages sent and the number of Kilobytes of data transferred are metered by Code Resources, LLC. Normal Code Resources, LLC accounts allow Client to send an unlimited number of email messages. The total Kilobyte data transfers of each message can be no more than 100kb. It is understood that Code Resources, LLC makes no guarantee the HTML messages will be rendered properly on all recipients e-mail programs, due to the wide variety of HTML generation tools available. Code Resources, LLC makes every attempt to insure email messages sent through our servers follow email standards. Code Resources, LLC will not use any Client subscriber lists or Client information for any other purposes than those intended with the service.
Harvesting/Spidering/Spyware The collection of e-mail addresses, screen names, or other identifiers of others (without their prior consent), a practice sometimes known as “spidering” or harvesting, or participating in the use of software (including “spyware”) designed to facilitate this activity or use of a list obtained from such means is not allowed. A user suspected or found harvesting email addresses may be blocked from sending mail until Code Resources, LLC is satisfied that the activity has been stopped.
Warranty Disclaimer & Additional Liability Limitations In no event shall Code Resources, LLC or its vendors or suppliers be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use Code Resources, LLC’s work, even if Code Resources, LLC has been advised of the possibility of such damages. In any case, Code Resources, LLC’s and its vendors’ and suppliers’ entire liability under any provision of this agreement is limited to the amount actually paid for the services. Use of Code Resources, LLC service and any reliance by Client upon the service, including any action taken by Client because of such use or reliance is at Client’s sole risk. Code Resources, LLC does not warrant that the service will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. The services are provided “as is”. Code Resources, LLC expressly disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose and non-infringement. Any and all new website service errors caused by Code Resources, LLC will be corrected by Code Resources, LLC upon client request within thirty (30) calendar days from the client website becoming live; hourly rates apply for all out of scope services and errors reported outside this thirty (30) day range.
Bandwidth Limitations Client must comply with the current bandwidth, data storage and other limitations on the services. Client may not use the services in a manner that places disproportionate burden on the network or impairs the service received by other Clients. If so, Code Resources, LLC reserves the right to suspend services until a solution is agreed to by both parties.
Delay & Abandonment Clause Code Resources, LLC is not responsible for delay in publication of new websites due to Client neglect and/or delay for missing content, etc.. Code Resources, LLC is not responsible for 3rd party delay such as copywriting, professional photography, etc. A project will be deemed abandoned 30 days after written notice to Client of Code Resources, LLC’s unsuccessful reasonable effort to contact Client. No refunds or pro-rations will be made because of delays or abandonment unless otherwise agreed upon by both parties. Upon written request, Code Resources, LLC will release all completed work if all fees and expenses due to Code Resources, LLC have been paid in full.
Website Design Revision Rounds Revision Rounds associated with Website Designs are not to exceed four (4) hours each. Any additional revision work exceeding this is not included whereas hourly rates apply for out of scope services.
Warranty and Refund Policy Your dedicated development team will be working directly with you as the Client, and communicating with you regularly to ensure that the project is on track to meet the Company’s needs and fulfill the Project’s functional goals. Upon delivery of the final Project, the Client will have 30 days to notify Code Resources of any functional specifications identified in the Statement of Work that are not met by the Project. Within 10 days of notice from the Client, Code Resources will correct or fulfill any missing requirements. If we cannot, or do not, fulfill the missing requirements as noticed, we will issue you refund for the amount charged for the missing requirement.