Socially Active Media || Terms
Consulting and Development Services
Updated January 01, 2025
These General Terms and Conditions (“General Terms”) apply to all custom website design, development, and consulting projects undertaken by Socially Active Media for the Client. These General Terms are incorporated by reference into, and form a binding part of, any executed Consulting and Development Services Agreement (CDSA) and the main Terms of Service.
1. Authorization and Scope of Work
A. Engagement: The Client engages Socially Active Media as an independent contractor for the services outlined in the governing CDSA or corresponding Statement of Work (SOW).
B. Access: The Client authorizes Socially Active Media to access the Client’s hosting account and grants “write permission” for all necessary directories and programs for the duration of the project.
C. Change Requests and Suspension: The Client may request modifications to the project scope. Socially Active Media will communicate any adjustment to the project timeline and cost. If a change request is material, Socially Active Media reserves the right to suspend work immediately until the corresponding CDSA Addendum and any required fees are executed and paid. Work resulting from a change request will be billed at the applicable development rate defined in the CDSA.
D. Promotion: The Client authorizes Socially Active Media to publicly display the completed website and design elements as examples of client work in its portfolio and for promotional purposes.
2. Project Deliverables and Content
A. Design and Theme: If design or theme details are not specified by the Client, Socially Active Media will select for review by the Client, the theme and structure based on information provided in the CDSA.
B. Content Responsibility: The Client is solely responsible for supplying all web page copy, legally licensed photos, graphics, and other content necessary for the website’s completion.
C. Content Provision Fees: If the Client requests that Socially Active Media provide copy or custom graphic design (excluding basic web elements), such services will be billed separately at the applicable rate specified in the CDSA or a specific SOW.
D. Scope Limits: The project cost is based on the scope defined in the CDSA. Additional pages or features requested beyond the original scope will be billed separately as a change request.
3. Web Hosting and Client Responsibilities
A. Hosting Requirement: The Client must select and maintain a web hosting service that allows Socially Active Media full, unrestricted administrative access.
B. Responsibility: The Client understands that this agreement does not include the fee for website hosting. The Client is solely responsible for procuring, maintaining, and paying for their third-party hosting service, as detailed in the main Terms of Service.
4. Project Timeline and Delays
A. Client Content and Response: The Client agrees to provide all necessary content and respond to requests from Socially Active Media without undue delay.
B. Project Stall and Restart: If the project is stalled due to Client inaction (including failure to provide content, feedback, or access) for more than thirty (30) days past the expected timeline, Socially Active Media may issue a Project Suspension Notice. In such event, Socially Active Media will invoice the Client for all work completed to date and may require a Project Restart Fee (as defined in the CDSA) before work recommences. The project timeline and remaining fee schedule will be automatically adjusted based on Socially Active Media’s current capacity upon restart.
5. Post-Completion and Maintenance
A. Complimentary Warranty: This agreement includes complimentary website maintenance for a period of fourteen (14) days following the Launch Date (as specified in the CDSA). This warranty is limited to correcting software anomalies (“bugs”) that occur because of defects in the source code delivered by Socially Active Media.
B. Browser Compatibility: Socially Active Media warrants that the website will operate properly with widely used web browsers as of the Launch Date specified in the CDSA. We are not responsible for compatibility issues arising from browser updates released after the Launch Date.
C. Ongoing Support and Billing: All changes or fixes requested by the Client beyond the 14-day complimentary period will be billed at the Maintenance Overages Rate or the Custom Development Rate as defined in the Technical Support Policy or by purchasing a separate maintenance package, as specified in the Website Maintenance Terms and Conditions.
6. Intellectual Property and Warranties
A. Conditional Transfer of Ownership: Copyright to the finished assembled work of web pages produced by Socially Active Media is owned by the Client only upon receipt of final, full payment for the project. Prior to final payment, Socially Active Media retains all ownership and licenses to the work and is entitled to remove the work from the Client’s hosting environment without notice.
B. Socially Active Media and Third-Party Rights: Rights to photos, stock graphics, source code not specifically created for the Client, proprietary methodologies, and any pre-existing tools, templates, or internal frameworks utilized remain the property of their respective owners or Socially Active Media.
C. Warranty – Socially Active Media: Services will be provided in a workmanlike manner, within local industry standards. This warranty does not cover errors caused by the Client’s hosting company, third-party software updates, or user error.
D. Warranty and Indemnification – Client: The Client represents and warrants that they own (or have a legal license to use) all materials provided for the website and that the materials do not violate any law, including those related to data protection or privacy. The Client shall indemnify and hold Socially Active Media harmless from all claims and losses, including attorney fees and legal expenses, arising out of or related to the content provided by the Client, including claims related to libel, copyright infringement, or violation of any data protection legislation.
7. Payments and Termination
A. Payment Schedule: Project fees and any incurred expenses are due and payable as specified in the governing CDSA. The completed website will be published only after all outstanding fees have been paid in full.
B. Late Payment: The Client will be assessed late fees as detailed in the CDSA. If collection proves necessary, the Client agrees to pay all legal and collection fees incurred.
C. Termination by Client: Upon termination of the CDSA by the Client, the Client shall pay Socially Active Media for all services performed up to the termination date, calculated at the highest applicable hourly rate defined in the CDSA, plus any incurred expenses.
8. General Legal Provisions
A. Limitation of Liability for Delays and Interruptions: Socially Active Media shall not be held liable for any delay in project completion, service interruption, or failure to perform that results directly or indirectly from causes or circumstances beyond Socially Active Media’s reasonable control (“Force Majeure Event”). These events include, but are not limited to, Acts of God, war, pandemic, government restriction, civil disturbance, failure of third-party vendors (such as hosting providers, domain registrars, or software vendors), power outages, internet service provider failures, or the Client’s failure to provide content, feedback, or necessary access in a timely manner. The Client acknowledges that complex software development and integration inherently carry risks of delay, and agrees that Socially Active Media’s liability for any project delay, for any reason whatsoever, shall be expressly limited to a reasonable adjustment of the project timeline and shall not give rise to any claim for direct, indirect, or consequential damages. The Limitation of Liability clause set forth in the main Terms of Service is hereby incorporated and applies in full.
B. Venue and Governing Law: The Client agrees that for purposes of venue and governing law, this agreement was entered into in Collin County, Texas, and any dispute will be litigated or arbitrated exclusively in Collin County, Texas, as stated in the main Terms of Service.
C. Sole Agreement: These General Terms, along with the executed CDSA and the main Terms of Service, constitute the sole agreement between the parties regarding the custom development project.