Development Terms of Service

This Development Terms of Service (“Agreement” or “Terms”) is made between Websites.bb, a subsidiary of Bit Edge Technologies Inc. (“Websites.bb”) and the person or entity (collectively “you” or “your” or “I”) that executes and delivers a Service Order (“Service Order” or “Contract”) for the provision of Services set forth on the Service Order.

BY EXECUTING AND DELIVERING THE SERVICE ORDER, SIGNING AN AGREEMENT OR ACCESSING OR USING ANY OF THE SERVICES, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.

1. Definitions

“Confidential Information” means all confidential and proprietary information of a party disclosed either before or after the effective date of this Agreement and marked as such (if such information is capable of being so marked) regarding such party’s products and business that are disclosed by such party (the “Disclosing Party”) to the other party (the “Non-Disclosing Party”) under this Agreement including, but not limited to, the Disclosing Party’s intellectual property. Confidential Information also includes (a) the unpublished prices and other terms of service, audit and security reports, maintenance reports, data centre designs and other proprietary technology and (b) all information transmitted to or from, stored on, or otherwise processed by the servers or other devices used in the provision of the Services. Confidential Information does not include information: (i) in the public domain at the time of delivery, (ii) subsequently published or otherwise made part of the public domain through no fault of the Non-Disclosing Party or its representatives, (iii) in the Non-Disclosing Party’s possession at the time of disclosure and not acquired by the Non-Disclosing party directly or indirectly from Disclosing Party or its representatives on a confidential basis, (iv) which becomes available to the Non-Disclosing Party on a non-confidential basis from a source not under an obligation of confidentiality to the Disclosing Party, or (v) information that is independently developed without reference to the Confidential Information, as evidenced by written records maintained in the ordinary course of business.

“Content” means anything that is, in any way, used by the Website. This includes, but is not limited to, a Database, text, images, video and audio.

“Complete” means the Website is “Functionally Complete” and contains your Content.

“Database” is a separate application that the Website may use to store persistent information.

“Development Completion Date” means the Website is Functionally Complete but is still waiting for Content from you.

“Fees” means the Setup Fees, Recurring Fees and Non-Recurring Fees.

“Functionally Complete” means the Website performs all requirements stated in the Service Order that is not Content dependant.

“Initial Term” means that period of time commencing upon the Service Commencement Date and ending either (i) one (1) month thereafter or (ii) upon expiration of the Service Contract period set forth on the Service Order, if other than monthly.

“Launch” means making the Complete Website accessible to you and the public, if required in the Service Order.

“Non-Recurring Fees” mean those fees set forth on the Service Order that are due when and if a particular Service is utilized, such as additional bandwidth used by you during the term of this Agreement.

“Recurrence Period” means the recurring period upon which you agree to pay for the Services as set forth in the Service Order.

“Recurring Fees” mean those fees set forth on the Service Order that are due on a recurring basis throughout the term of this Agreement upon each Recurrence Period.

“Renewal Term” means the subsequent renewal of the Initial Term or any Renewal Term, commencing upon expiration of such Initial Term or Renewal Term and ending upon either (i) one (1) month thereafter or (ii) expiration of the Service Contract period set forth on the Service Order if other than monthly.

“Service Commencement Date” means that date upon which you are given access by Websites.bb to begin using the Services.

“Services” means those services requested by you and provided by Websites.bb as set forth on a Service Order.

“Setup Fees” mean those fees set forth on the Service Order that are due upon the Service Commencement Date and represent the initial fees necessary to initially set up and configure the Services.

“Support” means the telephone and online technical support provided by Websites.bb in connection with the Services.

“User” means you or any other person or entity that you permit to access or otherwise use the Services.

2. Content

Unless otherwise specified, it is your responsibility to provide Websites.bb with sufficient and accurate Content for your Website. You must provide all Content in a digital format unless agreed otherwise. Images should be in jpegjpggif and png formats, text Content should be in Microsoft® Word, Adobe PDF or ASCII text files, and video Content should be in flv format. Websites.bb also accepts Photoshop files. By providing Content in formats not mentioned above, Websites.bb may charge additional Fees for processing at an hourly rate. Websites.bb can also create Content for you at an hourly rate. If you do not provide sufficient Content then Websites.bb will use filler Content, continue with development until development is done and the Website will be considered Functionally Complete with all remaining Fees due. Websites.bb may then charge additional Fees to update Content before Launch unless you sign a Maintenance Service Order.

Unless otherwise specified, Websites.bb will create sample dynamic to prove that functional website requirements work and will include seven (7) static pages of Website content for free. What constitutes a static page is the sole decision of Websites.bb.

Websites.bb takes no responsibility for errors in the supplied Content. You grant Websites.bb permission to utilise logos and any other company identity for the purposes of creating the Website. You agree to indemnify Websites.bb from any and all claims arising from your negligence or inability to obtain proper copyright permissions for all content supplied.

A credit with a link to the Websites.bb Website may appear on your Website with approval from you or one of your approved representatives.

3. Design and Development

The Service Order contains an estimated schedule for the Website and Websites.bb will use reasonable endeavours to meet those deadlines. The Website will be Functionally Complete or Complete within thirty (30) days after the estimated schedule. For every week starting from thirty (days) after the estimated deadline, Websites.bb will forfeit $500 of your remaining Fees if Websites.bb is at fault for delays. However, Websites.bb shall have no liability if you cause delays or if delays are beyond Websites.bb control.

Websites.bb will ensure Websites designs work using a Microsoft© Windows based computer with a minimum monitor resolution of 1024 x 768 and viewed in Chrome 12+, Internet Explorer 8+ and Firefox 3.6+ Internet browsers. Unless otherwise stated, Websites.bb will not create a separate mobile version of your Website. Some Website functionality may require plugins not installed by default on Internet browsers, thus, Websites.bb is not liable for this functionality not working with older plugin versions. Newer Internet browsers than the ones mentioned above may not be backwards compatible with Website functionality, thus, Websites.bb is not liable for this functionality not working in newer browsers and time spent making the Website compatible will be billable as Fees.

4. Acceptance & Change Request

Websites.bb will provide you with a link to your Website for you to ensure functionality works or will work as outlined in the Service Order. After the Development Completion Date, if you require updates to the Service Order requirements, then Websites.bb will determine additional Fees in a new Service Order after you pay all original Fees. The Website will not Launch until you pay all Fees.

If you require any changes to the agreed design or functional requirements, then you must notify Websites.bb by email or letter. If you request significant changes to the Website that has already been built, then the time spent making changes are billable as Fees under an additional Service Order. Websites.bb solely determines what constitutes significant design changes.

5. Fees

A minimum Fee of fifty percent (50%) of the Service Order is required to commence work. Subsequently, if Fees are not received by the due date, you may be asked to pay Websites.bb interest on the amount unpaid at a monthly rate of 1.5% (without prejudice to any other remedy available to Websites.bb).

On the Development Completion Date, a dated e-mail or letter with an invoice will be sent to you saying your Website is Complete or Functionally Complete. All remaining Fees are due within fifteen (15) days of the Development Completion Date. Failure to pay Fees within fifteen (15) days of the Development Completion Date incurs an additional Fee of five percent (5%). Failure to pay Fees within thirty (30) days of the Development Completion Date incurs additional Fees at simple interest of eight percent (8%) monthly. Websites.bb reserves the right to remove all Content from the Internet if you do not pay Fees within thirty (30) days of the Development Completion Date. Once you pay all outstanding Fees, Websites.bb can Launch the Website.

6. Ownership and Intellectual Property Issues

You will retain ownership of copyright, trademarks and other intellectual property rights of materials you provide to Websites.bb for use in the design of your Website. All copyright, trademarks, patents created, developed, subsisting or used in or in connection with the design or development of your Website will be transferred to you on settlement of all outstanding Fees due. However, all credits to Websites.bb must remain in source code comments.

If applicable to your Website, the Content Management System (“CMS”) is excluded from your ownership and is licensed under the owner’s license. You are free to edit the source code but cannot remove any trademarks from the CMS. These trademarks will not appear on your Website. All Content developed shall be transferred to you, with the exception of the CMS, on settlement of all outstanding Fees due to Websites.bb.

Websites.bb retains the rights to use any software, object code, digital programming, source code and the like developed during the course of your Website.bb will not transfer rights in any design or software work owned by a third party. Websites.bb will share the details of any third party owned work with you if requested.

7. Warranties

Sixty (60) days after the Development Completion Date, Websites.bb will rectify any functional errors caused by Websites.bb or omissions for free if you owe no outstanding Fees. Websites.bb makes no warranty that the Website is totally error free or that you will be able to operate the Website without any problems or interruptions caused by unforeseen problems. Websites.bb makes no further warranties of any kind, whether expressed or implied, for the Services it provides. Websites.bb also disclaims any warranty of merchantability or fitness for any particular purpose other than that covered by the thirty day warranty.

Websites.bb cannot guarantee that the Website will be completely impervious to intrusion or attack, due to the continual development of new intrusion and attack techniques. However, Websites.bb has backups that help restore the Website to a functioning condition.
Websites.bb is not responsible for any direct, indirect or consequential damages that may result from the use of its Services, including loss of data resulting from delays, non-delivery or interruption in service.

If there are any Service Level Agreements between you and another entity, any Fees will be billable to you if those agreements are invoked.

8. Support

Websites.bb will provide 24 hour response time by telephone and email support for Services during normal office hours. Outside of these times, support by email only is available with a 24 hour response time. If an emergency arises where you need immediate support, then you should contact Websites.bb via phone immediately.
Problems with the operating system and software on your own computer and your Internet connection are specifically excluded from this Agreement.

9. Reservations

Websites.bb reserves the right to withdraw Services at any time after a notice of sixty (60) days. In such circumstances Websites.bb will arrange alternative Services to ensure the continual functionality of the Website.

Websites.bb reserves the right to feature your Website and testimonials in future promotions with your consent, as long as you remain a satisfied customer. Websites.bb also reserves the right to feature and display your Website in Websites.bb’s portfolio with your written consent as long as you remain a satisfied customer.

10. Covenants

Websites.bb will not during development or thereafter, use your trademarks, logos or service marks without your express written approval.

11. Indemnity

All Services may be used for lawful purposes only. You agree to indemnify and hold Websites.bb harmless from any claims resulting from your use of Services that damage you or any other party.

12. Liability

The total liability to you in this Agreement shall not exceed the Fees paid by you in the Service Order. Websites.bb has no liability for loss of profits, business, revenue, goodwill or anticipated savings or for any other indirect or consequential loss.

13. Maintenance Agreements

No maintenance is included in this Agreement. Continual maintenance requires a Maintenance Service Order.

14. Third Party or Client Page Modification

Websites.bb is not responsible for Website modification performed by any entity other than itself.

15. Search Engine Registration

Websites.bb will initially optimise your Website with appropriate titles, keywords, descriptions and text for basic search engine rankings subject to your Content. Websites.bb offers additional Search Engine Optimisation in the Maintenance Service Order.

16. Website Assignment

Websites.bb reserves the right to subcontract any part of the Website, thus warranting all work completed by subcontractors.

17. Additional Expenses

Any additional expense requested by you shall be billable as Fees. Examples include but are not limited to (i) purchase of specific fonts at your request, (ii) purchase of specific photography at your request or (iii) purchase of specific software at your request.

18. Indemnification

Websites.bb shall defend, indemnify and hold you, your affiliates or any of your or their respective employees, agents or suppliers, harmless from and against any and all costs, liabilities, judgments, actions, losses and expenses (including, but not limited to, reasonable attorneys’ fees and fees of experts) (collectively, “Losses”) arising out of any threatened or actual claim, suit, action, arbitration or proceeding (collectively, “Claims”) by any third party arising out of or relating to (i) Websites.bb’s gross negligence or willful misconduct or (ii) a claim that the Services as provided by Websites.bb under this Agreement infringe upon the patent or copyright of a third party; provided that (a) you give Websites.bb prompt written notice of the claim, (b) you permit Websites.bb sole control over the defense and settlement of the claim, and (c) you reasonably cooperate with Websites.bb in the defense and/or settlement of the claim.

You shall defend, indemnify and hold Websites.bb, its affiliates or any of its respective employees, agents or suppliers, harmless from and against any and all Losses arising out of or relating to (i) your gross negligence or willful misconduct or (ii) your violation of the Acceptable Use Policy or the law; provided that (a) Websites.bb gives you prompt written notice of the claim, (b) Websites.bb permits you sole control over the defence and settlement of the claim, and (c) Websites.bb reasonably cooperates with you in the defence and/or settlement of the claim. Your obligation under this Section 13 include claims arising out of acts or omissions by your employees, Users and any other person who gains access to the Services as a result of your failure to use reasonable security measures.

19. Confidential Information

Websites.bb and subcontractors agree that, except as directed by you, will not at any time during or after the term of this agreement disclose any Confidential Information. You will not release any Confidential Information obtained about Websites.bb.

20. Cancellation

Cancellation or postponement of the Website at your request must be made by a dated and certified letter. Websites.bb will retain all Fees already paid and will bill you for all outstanding work done by before cancellation that was not covered by Fees.

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