Operational Definitions – The following is a list of words, terms, and phrases(Words) that are used throughout the terms and conditions of this Agreement. In an effort to completely eliminate confusions or misunderstandings the following operational definitions of these Words shall be the only definition of these Words as they pertain to these agreement terms and conditions. Parties agree that Operational Definitions of Words may be also defined or expounded on throughout the entirety of these terms and conditions and it is the complete compound definition that shall remain the exclusive and legally binding definition of said Word.
Word(s) – refer to any use of capitalized words, terms, and phrases that are used throughout this Agreement which are also referenced here in the Operational Definitions section and Parties agree that any of these Words exclusively imply the meaning use and definition as stated in these Operational Definitions. In the event of a Dispute, Parties agree to the definitions as included herein.
Agreement – refers to any and all Website or internet related products, goods, and Services as outlined in the www.totalcustomsolutions.com website as well as any conditions or terms included herein.
Parties – also known singularly as Party, refer to either one or both the Client, and the Company.
Dispute(s) – refers to any disagreement, misunderstanding, implied or alleged breach by either one of both of the Parties that remains unsettled or unresolved for a period exceeding 30 days or resolved implicitly by the payment of any additional Fees.
Fees – include any and all ordered, purchased, accepted, or billed payments for Services entered into or requested by the Client for which there is an attached Fee for Service noted on the website or in some other form of written communication. Thus, Fees refer to the amount due or paid for Services ordered or requested by the Client in any form of verifable communication including but limited to email requests and/or Website form and/or purchases.
Client – refers first and foremost to the signators, authorized agents, responsible parties, owners, or relatives/employees thereof, for the person, business, Website, Domain Name, or entity requesting Service(s) from the Company.
Company – refers to the Website entity knows as www.totalcustomsolutions.com as well as the vendors, employees, owners, independent contractors, and officers of Total Custom Solutions a Nevada corporation with Company Address: 1285 Baring Blvd., Suite 631 Sparks, NV 89434. Herein after also referred to as TCS.
Services – refer to any Products, Goods, and Services that are of a Website nature as marketed by Company through the Companies Website and/or agreed to in writing or by email with an Executive of the Company.
Website – includes any and all website or internet related Services as noted in the Company website www.totalcustomsolutions.com . Examples include actual websites designed by Company, graphics, or art provided or modified in part or in whole by the Company, any search engine optimization(SEO), or Internet Marketing, Blog, Social Networking or E-commerce solutions offered and/or provided by Company in the above mentioned website.
Domain Name – refers to the name(s) of any URL registered and/or purchased or used on the Client Website provided/modified in part or in whole by Company. Parties agree that there is a difference between Ownership and legal control of a Domain Name and Parties agree that Ownership refers to the right by the Client to dictate where the Domain Name will be pointed(DNS server address) and that control of the same Domain Name is retained by the Company and the Company shall be paid by the Client each year for the Domain Name registration renewal as per the Company Fee schedule as noted in the Company Website.
Executive(s) of the Company – refers to any owner, officer, or department head as appointed and promoted by the Company AND is not a Local Rep, Customer Service Agent(CSA), Estimator, or Website Designer acting as an Agent for the Company.
SEO – refers to any and all methods of search engine optimization as commonly defined by Wikipedia and is offered on the Company Website.
Website Designer – refers to any person or persons acting as an Agent for the Company who is directly or indirectly involved with the structural design of the Website for the Client.
CSA – refers to any person or persons acting as an Agent for the Company who is directly or indirectly involved with the live chat Customer Service App on the Company Website and/or any person answering a customer service email or phone line of the Company and has some form of direct contact with the Client.
Local Rep – refers to any person that is acting as an agent for the Company who is directly or indirectly involved in direct contact with prospective and active Clients for the sales of Company Services.
Estimator – refers to any person or persons acting as an Agent for the Company who is directly or indirectly involved with the costing or pricing of custom quoted printing products, Websites, or Services to the Client.
Agent for the Company – refers to individuals who may communicate, interact, assist, support and otherwise engage with Clients on behalf of the Company. Parties agree that agents of the Company DO NOT have the authority to bind the Company in any legal or formal manner and their involvement and support is strictly for informational, educational, and convenience of the Client and only when the Company accepts payment for printing products or Services is the Company obligated or bound to the special terms and instructions of the Services which the Company accepted a Fee.
Default – refers to the untimely payment by the Client for any Fees ordered or agreed to directly or indirectly through the ordering of and/or partial/full payment of any Service or discounted/sale Service that exceeds 15 days after its due date or the receipt thereof by a PayPal Payment Request.
PayPal Payment Request – refers to any Website transaction that is either paid or billed through the third party merchant Services of the online company known as PayPal. These requests may or may not be a direct or indirect result of an immediate purchase of Service(s) from the Website and may include but are not limited by a invoice due as a result of Client receiving or requesting a discounted Fee for Service either through the Website or via email or a direct communication by an Agent for the Company or an Executive for the Company.
Content – refers to text, images, titles, headers, video, media, graphics, colors, music, or general look and outline information that they wish to be included in the Website and/or Service purchased and associated Fee paid for in part or in whole and as noted in the Company Website Services. Parties agree that Content that is delivered to the Company as per instructions in the “Learn” section of the Website is the ONLY Content that will be accepted and approved by the Company for inclusion in the Website for the Client.
Website Hosting – refers to the server storage space for the computer that is regularly connected to the World Wide Web and stores the Structural Design and Content of the Client Website.
Website Support – refers to any and all support purchased/provided/requested by the Client for their Website as requested and noted in the Company Website products and Services. This includes Services associated to the sale of a discounted Website Service if so noted by reduced price on the Company Website at the time the Client paid the related Fee for Service.
CMS – refers to an online electronic means provided by the Company whereas the Client has the ability to add, edit or delete Content for their Website. Parties agree that not all Websites come with a CMS automatically and are only provided so as long as the appropriate and associated Service is ordered and the Fee paid for.
Parties in the Agreement – This agreement is exclusively between the Company, also known as TCS, and the Client.
Length of Agreement – refers to any and every stated requirement that includes yet but may be not limited to any Website specials, sale items, bundles, packages, that are noted in the Website as being a condition or requirement for a particular Service at a specified purchased price (Fee). Parties agree that if the Company gives a sale or discounted Fee for any Service which notes or states the need for the purchase of a additional Service and Fee in good faith at a reduced Fee the Client agrees to abide by and pay for each and all Fees as applies to each of the associated Services. Parties further agree that in the event that a Client Default(s) on the Fee schedule for any and/or all of the above mentioned Services that the Client agrees to accept billing and full Fee costs of the original pre-sale or discounted price as noted in the Website at the time the original Service was contracted for and paid for in part or in whole. Furthermore, Client agrees that any Service provided by Company shall automatically renew without the need for a formal request or notice until such time as Client provides formal 30 day written notice of the Clients desire to cancel said automatic extension of Service(s).
Acceptance and Execution – Client agrees that by paying any Fee for Service offered by the Company for any Website products or Service(s) that they have agreed to and accept in total any and all terms and conditions noted herein this Agreement and/or the specific noted conditions and offerings as per any Website Services as noted and included in the Company Website and Client agrees that by the payment in part or in whole of a Fee for Service to be bound by all Website conditions as associated in the Company Website for said Service(s). Parties agree that by the payment and acceptance of a Fee for Service that this Agreement, all terms and conditions, as well as special and specific Website Service including yet not limited to discounted related Services are hereby accepted and executed fully.
Initial Expectations/Websites – It is understood by the Parties that the Acceptance and Execution of the purchase of a Company Website Service that all Parties are required to assist and work with the other in a supportive and respectful manner which promotes the completion of the Website Service. Parties further agree to abide by their respective responsibilities as noted below.
Customer Responsibilities – Customer(Client) realizes that they are solely responsible for the Content that goes into the Website associated to the Client. Client further agrees, accepts, and realizes that Services provided by the Company are many times dependent on the Client furnishing Website Content and timely delivery of Content in this fashion is critical for reasonable and timely completion of the Website. Design requests, change orders, or content assistance must be submitted by email to provide a time and date stamp. All instructions should be clear and only one topic per email with the topic and/or page noted in the subject line. Bucket list emails or phone requests will be excepted, however, they are subject to error and additional delays from our standard two to three week turn around times. Client further agrees to hold Company harmless for any delays or failures that are caused by the Clients quality or timely return of said Content. Client understands that Service agreements are for a specified period of time and any Fees associated to a Website Service must still be paid for as agreed even if the Client fails to provide needed Content for the Website.
Company Responsibilities – Company agrees to do its best in an attempt to provide and design Websites and Services purchased by the Client through the payment of its associated Fee as they relate to the provided Content and communications accepted by the Executives of the Company. Parties agree that the Company will make every genuine effort to effectively complete approved tasks or requests for Website Services or Content changes within two to three weeks of the proper receipt of said Content by the Client. Company reserves right to take as much as 30 days if need be to complete a task. Parties understand that extenuating circumstances and unforeseen delays could make a task extend outside the 30 days. Historically, this happens 2% of the time. Client agrees to hold harmless the Company in the event of unforeseen circumstances or the poor quality or lack or clarity of Content provided. Note: Requests not submitted by email with subject line clearly noted OR bucket list requests are not covered under company responsibilities for a timely turn around of requested tasks. However, we will make every effort to keep communications open, request additional instructions or information if the request were made by email. All verbal requests or telephone communications are discouraged as there isn’t any time or date stamp NOR any clear detailed notes outlined in the request.
Fee Schedules – referred to the timely payment of any and all Fees associated to Services purchased, ordered or requested by the Client through the Company Website, email request, custom quote request, or direct request through an Agent of the Company, and as identified and noted in the Services per the Company Website and its Services. Client agrees to pay in full and/or to be bound for payment in full of any Fee for Service requested or ordered by the Client as noted herein and above. This includes yet is not limited to additional Fees associated to Services which are discounted because of a condition of sale noted in a Website Service product price.
Domain Names – Parties agree that a URL name associated to the Website also known as the Domain Name shall be controlled by the Company while Ownership remains that of the Client. Client agrees to pay Company the Fee for any and all Domain Name Renewal, Website Hosting, and Website Support as per the requested and otherwise agreed to Services.
Website Content – refers to ALL Content provided by the Client for the Clients Website and is the exclusive Ownership of the Client in the manner in which provided by the Client.
Customer Responsibilities – Client agrees that they are responsible for providing the text and images(Content) in a timely fashion and to assist any and all Agents of the Company in a manner acceptable by the Company as requested and needed by the Company to build and design any and all Website(s) and/or Service(s) requested or ordered by the Client.
Company Responsibilities – Company agrees to assist the Client with the development and deployment of Website Content in a timely manner as delivered in an approved fashion(per the “Learn” section of the Company Website). Company may do so by either the design or insertion directly into the Client Website or by the provision of a CMS(Content Management System) as ordered or requested by an associated Website Service.
Unacceptable Content – any Content that is deemed immoral, requiring parental controls, illegal or illicit, or potentially fraudulent by the Company shall be removed and the Client agrees to hold the Company harmless for such removal/prevention and in no means is grounds by the Client for non payment or cancelation of Website Agreement(s) or Service(s).
Excessive Content – Parties agree that each Website and/or Service comes with a reasonable set of planned and projected uses as noted in the Company Website. In the event the Client exceeds the intended use of Website and/or Services the Company reserves the right to restrict or otherwise limit the use, implementation, or inclusion of any of this excessive Content in the Client Website and the Client agrees to hold the Company harmless for such removal/prevention and in no means is grounds by the Client for non payment or cancelation of Website Agreement(s) or Service(s).
Website Structure – refers to any and all Website or Website Service type code that is used in the design and deployment of a Client Website. Parties agree that all Website Content is owned exclusively by the Client while all Website Structure is owned exclusively by the Company and use thereof by the Client is leased to the Client as per the terms and conditions associated herein as well as within the Company Website for any and all Website(s) and/or Services where the associated Fee is fully paid for as outlined in the Company Website.
Annual Website Hosting – Parties agree that Website Hosting is contracted on an annual basis and must be renewed on the anniversary(renewal) date every year in order to keep and maintain the Client Website. Client holds Company harmless in the event that hosting is not paid for on or before each anniversary(renewal) date and Client agrees that no refund is due and/or will be given in the event that a full year of hosting is no longer required by the Client so long as a portion of that annual hosting has been used.
Excessive Content/Traffic/Use – the term Traffic/Use refers to the amount of server, CPU, and/or bandwidth and our RAM(memory) used by the Client and/or the Clients Website visitors. Excessive Content/Traffic/Use refers to an excessive, over abundance or use by the Clients Website users which puts an unusual or excessive burden on the Traffic/Use of the Website and is outside the parameters that would be normal for a Website as per the outline of such in the Company Website. Client agrees to pay a Fee for Service as needed to resolve any excess Content Traffic Use.
Website Structure Maintenance – Company agrees to make every effort to reasonably maintain and provide for the adequate hosting and support as provided for in the intended use of the Clients Website as per outlined for the Clients particular Website Service. Client is responsible to keep a copy in their own files of all Content in their Website. Client agrees to repair or replace any Website structure that fails to preform as expected while the Company is being hosted and maintained for the Client so long as there is not excessive Content Traffic or Use.
Monthly Website Support – refers to an additional period of time whereas the Client contracts with the Company for Content and Website Design, Support and Service(s). Parties agree that Monthly Website Support for said Content requires that the Client work with the Company and provides Content in a timely and usable manner as outlined in the “Learn” section of the Company Website.
Customer Responsibilities – Client is responsible for the timely payment of any and all Fees associated with Monthly Website Support and is responsible to provide Content as needed.
Company Responsibilities – Company is responsible to make every reasonable attempt to provide training and support in a manner that assists the Client with their Website as outlined in the Company Website for the Service and Fee purchased and paid for by the Client.
Cancelation of Agreement – at any time either Party may cancel this Agreement and/or quit the use thereof or any Website or Service so long as proper and full Fees for said Service has been paid and/or the associated Service has been fullfilled. Failure by the Client to maintain and pay all Fees could result in the restriction and use of the enjoyment of the contracted Website and/or Service(s). Company reserves all rights to cancel the Agreement and demand full payment if the Client Defaults.
Default – in the event that the Client Defaults on any or all timely payment of Fees for a period of time greater than 30 days or the provision of Content as needed by the Company and the Company cancels any and all Agreements, Websites and/or Service(s) then the Client agrees to pay any and all remaining Fees due. Client agree to pay a simple interest of 1.5% per month on any and all default amount defaulted Fees. The Company can then demand immediate payment of the entire remaining Unpaid Balance of this loan, without giving further notice. Client agrees that the Company will have the right to restrict access through a Service Interuption to the above Website in the event that the Client goes into Default and to liquidate Website as a means to collect Damages or payment of Fees owed if this agreement is not brought fully current and out of default for a period of 180 days or more Parties agree that no further action will be required in the event that Company has to sell the website and that the Client shall still be liable for any remaining unpaid portion of the default amount.
Collection: Client agrees that if the Client defaults that the client agrees to pay any and all reasonable collection expenses that the company endures in the collection process.
Unpaid Balances – in the event Client receives a PayPal Request for Payment from the Company for Fees due or past due the Client agrees to pay as so instructed in the PayPal Request for Payment OR within ten (10) days whichever is longer. Client further agrees to pay any and all collection or legal Fees that may arise as a result of unpaid Fees or Unpaid Balances. Client agrees to pay a late Fee of $25 (twenty five dollars) if any Fee due is more than 15 days late.
Service Interruption – Client understands that in the event of Default and/or the untimely payment of PayPal Request for Payment and/or any Unpaid Balances that the Company reserves all rights to suspend or interrupt access, enjoyment, or use of any and all Website(s) and/or Services without notice. Company also agrees to restore Services once all Fees are paid and the account is restored to a good status. Client agrees to hold the Company harmless for any and all issues which could result as a result of a Service Interruption.
Security – Parties agree that the Company may retain control of any and all Websites and/or Services that are provided or supported or associated to the same until such time as all Fees and Agreements have been fully satisfied or until so ordered by a court appointed mediator. Client agrees to hold the Company harmless for any and all issues which could result as a result of a Service Interruption.
Notices – Parties agree that any form of text or written communication between the Parties whereas the Parties acknowledge in some form the receipt thereof constitutes an acceptable and proper Notice so long as the text or written communication formally states that the other Party is receiving said Notice.
Dispute/Resolution – Parties agree that any and all Disputes that cannot be resolved in a timely fashion be resolved by either a mutually agreed to third party mediator or a court appointed mediator in a jurisdiction that either both Parties agree to or a jurisdiction becomes exclusively that of a court at the city and state where the Company corporate headquarters is located.
Endemnification – Client agrees to endemnify and hold harmless the Company for any actions that it deems necessary in order honor and enforce the terms and conditions of this Agreement as well as any associated Website(s) or Services ordered or requested by the Client as per the Company Website. Furthermore, the Client agrees to endemnify and hold harmless the Company for any and all other claims so long as the Company makes reasonable effort to provide Website(s) and Services in a reasonable and timely manner.
End of Service – in the event that Service is ended for any reason the Parties agree that until such time that all Disputes are resolved and all Fees are paid that the Company retains the right to hold on to the Security interest for a period not less than six (6) months and if all Fees and Disputes are not resolved at that time then Parties agree that the Company may then liquidate any of its Security interests however it sees fit in order to recover full or partial payment of any outstanding and unpaid Fees.
Domain Name Redirect – Company agrees to redirect the Domain Name to a new Website DNS location at any time as requested by the Client so long as all terms as noted herein have been satisfied.
Content Transfer – Parties agree that the Client may freely at its own cost and expense may transfer any and all Website Content to another Website or to the Clients own computer so long as the terms and conditions noted herein have been satisfied.
Total Agreement – Only those things as noted in these terms and conditions can be legally bound by either Party unless otherwise agreed to in written form by the Client and an Executive of the Company. Parties agree that at any time no other such verbal or implied Agreement exists between the Parties.
Legal Authority – Parties agree that the only legal authority over this Agreement, as well as any and all Website(s) and/or Service(s) is that of a judge in good standing in the city and state where the Company has its corporate office located.
Survivability – Parties agree that if any part of this Agreement or its terms and conditions for any and/or all of its Website(s) and/or Service(s) and Fees thereof is found to be void, invalid or unlawful by a lawful judge or court appointed mediator in the agreed to jurisdiction that the remaining intent, terms and conditions shall be fully upheld and defended by the Parties freely and without remorse.