Project Execution & Client Deliverables

eMerge Solutions ("eMerge") is excited about creating your ("Client") new website and desires a smooth and expeditious process for doing so. The speed of design and development of your new website will largely depend on your availability to provide eMerge with the required answers, material, approvals, etc. to keep the project moving forward in a timely manner. eMerge will provide you with detailed information on what we need from you in order to start on website layout design concepts, development of the test site, etc. Some of these deliverables are providing of the client's logo file, the client's social media links, photographs organized in a cloud folder, finalized & proofed website copy for all pages of the website, etc. Delay in providing those answers & materials will significantly extend the project and eMerge's time to complete the project. Client agrees to provide timely responses, complete & thorough material needed to create the website.

eMerge will confirm with Client before development of the test website that Client has sent finalized choices for page titles, website copy, etc. Once Client confirms that all material is final and proofed, eMerge will proceed with development of the test website based on those choices and material. Client agrees that once the test website is created with the material Client supplied (page titles, photos, website copy, etc.) any changes to page titles, copy, etc. will result in additional fees. Minor typo corrections will not incur additional fees before launch but significant content changes, changes to page titles, etc. will require additional time & cost.

Client Content Management System (CMS)

Client will have the ability to edit their own website content on each page of the website after launch. With this web browser-based system, client can easily edit their own text, photos, upload PDF forms, links, videos, etc. eMerge is available via phone or email if support is needed. Instructions for logging in and using the CMS are sent to Client at launch.

Project Termination Due to Non-Response from the Client

eMerge will work expeditiously with Client to create Client's new website.  Client can expect prompt responses and delivery of website concepts and website drafts until eMerge has your website complete.  eMerge also needs prompt responses and materials from Client in order to deliver Client's new website.  In the event that Client is non-responsive and/or has not provided requested materials to finish their website for a period of 4 months or more, eMerge will consider the project terminated.  No refunds will be provided on deposits, setup fees or progress payments paid and in the event this amount is not sufficient to cover the time already invested in the project, additional payment will be due.

Deposits and Payment Terms

eMerge will begin the process of creating your website when the setup fee or deposit for the website is received. If we are proceeding on a progress payment schedule, the first half is due to begin. 25% is due at delivery of the beta site. Final 25% due at completion to launch.

Late Fees

Invoices are due on receipt and will incur a $15.00 charge if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added for each week of delinquency. eMerge reserves the right to remove webpages from viewing on the Internet until payment is made. In case collection proves necessary, Client agrees to pay all fees incurred by that process.

Maintenance Fees

eMerge fees to create the site does not include maintenance costs that Client requests for the website. These are changes that the client requests to the website that are outside of the Client CMS or that Client does not want to make via the backend system. Most Clients prefer to handle their own content updates but if Client would prefer eMerge take care of the maintenance, changes may be emailed for a maintenance quote to info@emerge-solutions.com. Maintenance costs are billed at our hourly rate of $50, billable in 30 minute increments. You are only billed when you request and approve the quoted maintenance fee for updates to the site.

Website Support & Hosting

eMerge will support Client's website before, during, and after eMerge designs Client's website. Every website eMerge creates is created on our professionally-managed hosting servers. eMerge's website support includes email or phone support, automatic website backups, professional email and website hosting for Client's domain & website, unlimited bandwidth for email and website hosting, updating of maintenance of Client's content management system, etc.

Client's monthly or annual hosting and support fees will be automatically charged to Client's credit/debit card on file each month or year. eMerge's billing system sends automatic email reminders prior to the scheduled transaction so that Client has an opportunity to review the payment method before the transaction takes place. If the transaction to Client's method of payment on file fails for any reason due to non-sufficient funds there will be a $15 fee incurred for each failed transaction. If the payment method on file is a bank account and the payment fails due to return / bank account closed / insufficient funds, there is an additional $25 fee due to cover the collections fees eMerge will be charged for that failed transaction. This amount must be paid in order to reactivate the account. If the past due hosting fees and failed transaction fees are not paid within 10 days after the failed transaction, the hosting account will go into suspension. Once the account / website is suspended, there is an additional $40 due to reactivate the account.

Cancellation

In the event that work is postponed or cancelled at the request of Client, eMerge shall have the right to retain the original deposit and any progress payments already paid. In the event this amount is not sufficient to cover the time already invested in the project, additional payment will be due.

Archiving / Reactivating A Suspended Site

In the event Client leaves their website in an inactive / suspended status, after 30 days, the site will be archived and removed from eMerge's website servers. There will be additional fees after 30 days to recreate the hosting account, relaunch the website, reinstall the backend system, etc.

Website Credit

Client agrees that eMerge may use and display the graphics and other web design elements of Client’s website as examples of eMerge's website design and development work. eMerge shall place an unobtrusive credit in the footer on each page of Client’s website for website credit purposes and shall include a hyperlink to the website of eMerge.

Warranties

eMerge Solutions does not warrant that the operation of the webpages will be uninterrupted or error-free. The entire risk as to the quality and performance of the webpages and website is with Client. In no event will eMerge Solutions be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these webpages or website. 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.

Copyrights, Trademarks, Limited Liability, and Indemnification

The Client represents to eMerge Solutions and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to eMerge Solutions for inclusion in Web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend eMerge Solutions and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client. Copyright to the finished assembled work of webpages produced by eMerge Solutions is owned by eMerge Solutions until final payment is received.  Upon receipt of final payment, the Client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website.  Rights to photos, graphics, source code, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners. 

Under no circumstances, including negligence, shall eMerge Solutions, its offices, agents or anyone else involved in creating, producing or distributing its services, be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use eMerge Solutions’ services; or that results from mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to eMerge Solutions’ records, programs or services. Client maintains sole responsibility for data backups and restoration. Client hereby acknowledges that this paragraph shall apply to all content on eMerge Solutions’ services.  eMerge Solutions holds no guarantee that Client’s website, and products or services offered on their site, will be profitable or successful.  eMerge Solutions cannot be held responsible for third party applications Client’s website may integrate with, which includes shopping carts, message boards, databases, etc. 

Client agrees that it shall defend, indemnify, save and hold eMerge Solutions harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, ("Liabilities") asserted against eMerge Solutions, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employee or assigns. Client agrees to defend, indemnify and hold harmless eMerge Solutions against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with eMerge Solutions’ service, any material supplied by Client infringing on the proprietary rights of a third party, copyright infringement, and any defective product which Client has sold in the Web Design.

Updated Terms & Conditions
eMerge may at any time amend these Terms and Conditions. Such amendments are effective immediately upon notice to Client by eMerge posting the new Terms and Conditions on this Site. eMerge reserves the right to update any portion of these Terms and Conditions, at any time.

Conflict Resolution

eMerge Solutions services shall be governed by the prevailing laws of the State of Texas. Should any conflicts arise related to our work together, Client and eMerge agree to seek a suitable resolution through a neutral arbitrator, whose ruling shall be considered final and binding on both parties.