Terms 

Overview

This Universal Terms of Service Agreement (this "Agreement") is entered into by and between MD Web Technologies, jointly with its proprietor Martin Dwyer, and you. It is made effective as of the date of your use of this website at www.mdbytes.com ("Site") or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services

The terms “We”, “Us” or “Our” shall refer to MD Web Technologies jointly with proprietor Martin Dwyer. The terms “You”, “Your”, “User” or “Customer” shall refer to any individual or entity who uses this Site or has accepted the terms of this Agreement electronically.

The term "Services" shall refer to the Websites, Web Applications, Software Development and Domain Services listed in our Service Catalog on this site.

Your continued use of this Site is manifested consent to the terms of this Agreement.

Consent to Electronic Communications

By using this Site and/or Services offered herein, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Privacy Policy

This Agreement includes a Privacy Policy found on this site here, which constitutes agreements between You and Us related to Your privacy while using this Site or Services offered herein.

Modification of Agreement

We may, in our sole discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time. Such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services.

We may occasionally notify You of changes or modifications to this Agreement by email. It is therefore very important that you keep your account (“Account”) information current by sending Us updated information through Our Contact Page.

We assume no liability or responsibility for Your failure to receive an email notification if such failure results from an inaccurate email address in Your Account.

We reserve the right to modify, change, or discontinue any aspect of this Site or the Services offered herein, including without limitation prices and fees for Services, at any time.

Eligibility

By using this Site or the Services offered herein, You represent and warrant that you are;

1. at least eighteen (18) years of age,
2. recognized as being able to form legally binding contracts under applicable law, and
3. not a person barred from purchasing or receiving the Services found under the laws of the United States or applicable jurisdiction.

If you are entering into this Agreement on behalf of a corporate entity, You represent and warrant that You have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "You", "Your", "User" or "Customer" shall refer to such corporate entity.

If, after your electronic acceptance of this Agreement, We find that You do not have the legal authority to bind such corporate entity, You will be personally responsible for the obligations under this Agreement.

We shall not be liable for any loss or damage resulting from Our reliance on any instruction, notice, document or communication reasonably believed by Us to be genuine and originating from an authorized representative of Your corporate entity.

If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, We reserve the right (but undertakes no duty) to require additional authentication from you.

Development Services

Website, Web Application, and Software Development services, as offered in Our Service Catalog, are referred to collectively as "Development Services."

If you are interested in obtaining Development Services, please contact Us by Our Contact Page. We will clarify the services requested and, once clarified, You will receive an electronic invoice for the services. Once the initial payment is received, you will be contacted for an initial development interview.

By continuing to use this Site, You agree to the following covenants with respect to Development Services:

1. Additional Agreements

   Any additional agreements, which may include additions or deletions from requirements or changes in pricing as specified in the Service Catalog, must be in writing. Should they exist, such agreements cannot replace any of Your obligations as stated in this Universal Terms of Service Agreement.

2. Five Phases

   Every Development Service will have five sequential phases, initiation, build, delivery, revision, and deployment as follows;

   1. Initiation begins with Your initial purchase of a Development Service, subsequent to which you will schedule and participate in a development interview, in which;
      1. Our representative will gather and clarify information needed from You to complete the Development Service;
      2. You will provide content deemed necessary for the production of the Development Service;
      3. Initiation phase concludes with the approval of Your content provided.
   2. Build phase begins upon approval of Your provided content. During the build phase, We may have need to raise a question or clarify issues. Questions or requests for clarification will be sent by email. During build phase, the development service will be hosted on Our development server. Build phase concludes when the development service has been built and initial tests have been concluded that the service meets written functional requirements.
   3. Delivery of the finished Development Service will begin the date the Development Service is made available for Your review on our development server. During this initial delivery period, You will be given 10 days to review the build of Your development service. Unless agreed upon in writing, the delivery phase will end 10 days after initial delivery notification.
   4. Revision phase begins immediately after the delivery phase. During revision, We will make revisions based on Your review comments collected from the delivery phase. These revisions will focus on;
      1. Ensuring the project meets all stated functional requirements; and
      2. Changes in typography, color-schemes, or user-interface components based on the first review.
      Except as it relates to limitations stated below, the revision phase ends once all necessary revisions have been addressed.
   5. Deployment phase begins when the revision phase has been completed. During this phase, We will;
      1. Deploy the Development Service to one agreed upon hosting location, referred to below simply as host server.
      2. Configure the host server for the development service.
      3. Submit the built code to the host server.
      4. Review and test deployed Service.

      While we provide a list of recommended hosting providers, You are solely responsible for securing hosting services. We do not warrant hosting services you receive from third-party hosting providers. As detailed later in this Agreement, you indemnify Us from any liability that may arise from Your chosen third-party hosting provider.

      The development service terminates with deployment. Unless agreed upon elsewhere in writing, Development Services do not include ongoing monitoring or service of built projects on Your host server.

3. Submission of Content

   You are responsible for submitting all copy, images, and other content for your Development Service. All provided content should be copies and not the originals. You agree to respond to any request for content, feedback or approval within ten (10) business days. All content must be submitted electronically and We will not return any materials you provide. Arrangements may be made for the delivery of files that are too large to be transmitted electronically, but additional fees may apply and the quoted completion date may be extended.

   We may in our sole discretion, require you to re-submit images if we determine that the images are not of high enough quality.

   If you do not submit the content within ten (10) business days, we will attempt to confirm your content submission is complete, but we reserve the right to progress the site to build stage

   It is your responsibility to maintain independent back-up copies of any materials you submit. We expressly disclaim any liability or responsibility for any loss, damage or destruction of any content or materials you submit.

4. Limitation of Services: Revisions

   The following services are not included in any of the Development Services, but may be agreed upon separately in writing:

   1. Revisions in the text, images, files and other data provided by You when the build phase initiated;
   2. Photo manipulation services, such as cutting the image out from the background, adding shadows, cleaning up the image from dust and scratches, making images a uniform size, and adjusting levels/brightness to match.
   3. Revisions which go beyond the functional requirements of each Development Service offering. Adding a video, for example, is not included in any of the Website offerings in Our Service Catalog.

   For completion of revisions beyond the scope of this Agreement or the services as they are offered, additional fees apply at our standard hourly rate of $75 per hour with a 1 hour minimum.

5. Intellectual Property Rights

   It is solely Your responsibility to ensure that any and all User Content provided to Us to perform the Services on Your behalf does not infringe or violate the intellectual property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and/or to ensure that you have acquired any authorization(s) necessary to use intellectual property (including, but not limited to, copyrights and trademarks) or other proprietary information of third parties therein included in the User Content.

   We shall have no liability and You agree to defend and indemnify Us against any actual or alleged claim that any User Content provided by you infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

   If, in Our sole discretion, You have provided User Content that infringes or violates any rights of third parties, We have the right to refuse publication of the content until proper evidence of your rights to use the materials is provided.

Domain Services

Domain Procurement, DNS Configuration, and Email Configuration services offered at this Site in Our Service Catalog are referred to collectively as "Domain Services."

If you are interested in obtaining Domain Services, please contact us by our Contact Page. We will clarify the services requested and, once clarified, you will receive an electronic invoice for the services. Once payment is received, We will contact You to schedule Services.

Our agreement related to Domain Services includes, but is not limited to, the following:

1. As part of Domain Procurement services we provide consultation related to best practices for domain name selection. You are solely responsible for the ultimate choice of Your domain name.
2. We do not purchase a domain as part of Domain Procurement. Instead We provide You guidance in establishing an account with a Domain Name Registrar. You will be solely responsible for paying the Domain Name Registrar annual fees as required to secure and retain your domain.
3. You are solely responsible for selection of a Domain Name Registrar, establishing Your account with that registrar, and understanding their terms of service and any limitations related to their warranties or liabilities.
4. We make no warranty for services You obtain from a third-party Domain Name Registrar.
5. You agree to indemnify Us from any liability that may arise as a result of Your doing business with a third-party Domain Name Registrar.

Restrictions for All Services

You acknowledge and agree that you will not use any Services in a manner, as determined by us in our sole and absolute discretion:

1. To display or advertise pornographic, X-rated, sexually explicit, or otherwise tasteless materials, descriptions, images, products or services (including, but not limited to escort or prostitution services);
2. To sell or promote stolen or illegal items and/or to facilitate or instruct others to engage in illegal activities;
3. To sell or promote products that infringe on third party rights (e.g. copyright or trademarks) or counterfeit goods as they mimic the brand features of the product in an attempt to pass themselves off as a genuine product of the brand owner;
4. To sell or promote controlled substances and illegal drugs (including prescription drugs), items used to manufacture controlled substances and illegal drugs, and drug paraphernalia;
5. To sell or promote products that have been recalled by the Consumer Product Safety Commission.
6. To sell or promote content related to or products derived from threatened or extinct species.
7. To promote offline or online gambling or the instruction of gambling;
8. To promote content that may be deemed as capitalizing on or lacking reasonable sensitivity towards a natural disaster, conflict, death, or other tragic event.
9. To promote content that incites or endorses hatred against others. Content that inappropriately discriminates against a person or group or that seeks to intimidate, exploit, or humiliate others.
10. To promote content containing violent language, gruesome or disgusting imagery, or accounts of physical trauma. Content containing gratuitous portrayals of bodily fluids or waste.
11. To promote content containing obscene or profane language or content that are likely to shock or scare.

You are responsible for ensuring that any content on your Development Service is in compliance with all applicable laws and regulations where your Development Service is accessible or where your items can be purchased.

We reserve the right and sole discretion to determine whether the content on your Development Service or the sale of any particular item is illegal or otherwise prohibited.

Right to Terminate Services

You understand and agree that We have the absolute right and power, in Our sole discretion and without any liability to You whatsoever, to terminate your Service if:

1. You fail to schedule and complete an initial interview for development services within six (6) months of purchase.

2. You fail to provide any other requested content, feedback or approval within thirty (30) days of our request.

3. It has been deemed by Us in our sole discretion that a violation of this Agreement has taken place.

Account

In order to access some of the features of this Site or use some of the Services, you will have to create an Account. You represent and warrant to Us that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete.

If We have reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, We reserve the right, in its sole and absolute discretion, to suspend or terminate your Account.

Payments

You agree to pay Us for services according to the following terms:

1. Payment Types

   You may pay for Services by using any of the following “Payment Methods”: (i) valid credit card; (ii) electronic payment from your personal or business checking account, as appropriate (and as defined below); or (iv) PayPal.

2. Due at Time of Order

   For websites, web applications, and software development, at the time of order You agree to pay all 75% of amounts due for Services at the time you order them. For domain services, You agree to pay 100% of the price of Services at the time of order.

3. Balance of Payment

   For websites, web applications, and software development, 25% of the cost of services will be due when the You are presented with a website or web application that meets all agreed upon functional requirements. For websites and web applications, unless agreed upon in writing, functional requirements will be only those expressly listed in the services catalog on this Site. Functional requirements for software development will be agreed upon in writing prior to time of order.

4. Non-Refundable

   All amounts paid at time of order are non-refundable.

Availability of Site and Services

Subject to the terms and conditions of this Agreement and our other policies and procedures, We shall use commercially reasonable efforts to attempt to provide this Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis.

You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.

Links to Third-Party Websites

This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by Us. We assume no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, We do not censor or edit the content of any third-party websites.

By using this Site or the Services found at this Site, you expressly release Us from any and all liability arising from your use of any third-party website. Accordingly, We encourage You to be aware when You leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.

No Warranty

The Services offered through this Site are provided “as is” and on an “as available” basis. We disclaim all warranties of any kind, whether express or implied, relating to the Websites, Web Applications, Software Development and Domain Services including all content delivered in connection thereto, including but not limited to:

1. any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement;
2. any warranty arising out of course of dealing, usage, or trade; or any warranty or guaranty relating to availability, accuracy, error rate, system integrity, or uninterrupted access. We do not warrant that:
   1. the Websites, Web Applications, Software Developed or Domain Services will be secure or available at any particular time or location;
   2. any defects or errors as may arise after deployment will be corrected;
   3. any content or software available at this Site or in any delivered Service is now, or will be in the future, free of viruses or other harmful components;
   4. the results of using the deployed Websites, Web Applications, or Software Developed will meet Your ongoing requirements.

Your use of our Websites, Web Applications, Software Development and Domain Services is solely at your own risk.

We are not responsible for the content that you access through Your use of the Websites, Web Applications, or Software Developed by Us, or content of other users of those Services. To the extent permitted by applicable law, you release us from all liability relating to such content.

Limitation of Liability

To the fullest extent permitted by law, in no event will we be liable to you for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to your access to or use of Services covered under this Agreement, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not we have been informed of the possibility of damage.

To the fullest extent permitted by law, our aggregate liability to you for all claims arising out of or relating to Services provided under this Agreement, whether in contract, tort, or otherwise, shall not exceed the lesser of: (a) $2,500 or (b) the aggregate amounts You have paid Us during the six-month period preceding the date of the claim.

Indemnification

You agree to protect, defend, indemnify and hold Us, Our officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Us directly or indirectly arising from:

1. your use of and access to Services covered under this Agreement;
2. your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or
3. your violation of any third-party right, including without limitation any intellectual property or other proprietary right.

The indemnification obligations under this section shall survive any termination or expiration of this Agreement or Your use of this Site or the Services found at this Site.

Miscellaneous

1. Governing Law

   This Agreement and any dispute related thereto is governed by the laws of the State of Iowa without regard to conflict of law principles. You and Us submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Linn County, Iowa for resolution of any lawsuit or court proceeding permitted under this Agreement.

2. Compliance With Local Laws

   We make no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.

3. Force Majeure

   We shall not be liable for nonperformance of the terms herein to the extent that We are prevented from performing as a result of any act or event which occurs and is beyond Our reasonable control, including, without limitation, acts of God, war, unrest or riot, strikes, any action of a governmental entity, weather, quarantine, fire, flood, earthquake, explosion, utility or telecommunications outages, Internet disturbance, epidemic, pandemic or any unforeseen change in circumstances, or any other causes beyond our reasonable control.

4. Relationship of Parties

   The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

5. Successors and Assigns

   This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

6. No Third-Party Beneficiaries

   Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

7. Titles and Headings

   The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein.

8. Independent Severable Covenants

   Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

Contact Information

Martin Dwyer
MD Web Technologies
168 16th Ave SW
Cedar Rapids, Iowa 52404