Service Letter of Agreement

This letter outlines the AgencyofRecord.com terms of business.

I. Grant of Rights
The AgencyofRecord.com (AR) web platform (software), its object code and its source code are the exclusive property and trade secret of AR. Access to this software is provided to User (Client) as a non-exclusive, non-transferable service license for the limited purposes of website maintenance; design, marketing, and content implementation and management. Use of this software and access to AR are strictly limited to User, User employees, and authorized contractors who require such access to perform their tasks. AR service and software may not be copied, sold, given away, shared, repackaged, reverse engineered, disassembled, or operated by User, including authorized employees and contractors, for any purpose other than website maintenance; design, marketing, and content implementation and management. Except for the indemnification set forth below, in no event will AR be liable to User for any damages, including any lost profits, lost savings, or other incidental or consequential damages arising from the use of the inability to use the software (even if advised of the possibility of these damages), or for any claim by any other party.

II. Billing 

1. AgencyofRecord.com Design-to-Website Platform
Annual Agreement. Submission of Agreement will serve as billing authorization. Service fee(s) are billed to account on approved credit card. If monthly payment option is selected, fee equal to first one (1) month of service is due upon agreement and required for service activation and provisioning of Account. Subsequent service fees will be billed on the first (1st) of each service month. If the first (1st) falls on a weekend or holiday, billing may occur on the last business day of the preceding month. Payments are non-refundable. AR reserves the right to terminate service if payment is denied.

2. Additional User Accounts: $25.00 Per Month/Per User
User Accounts may be shared, however multiple Account Users with concurrent access needs (e.g. publishing at the same time) or separate permissions will require a separate account. 

3. AgencyofRecord.com Responsive Design-to-Website Implementation & Software Platform Customization Services

Note: AR5 Responsive Design-to-Website Platform service provides the tools, training, and support necessary for agencies and their clients to implement designs, publish content, and maintain websites without development costs. The below service fees are designed to support agency creative and production services and are only considered upon request.  

3a. Responsive Design-to-Website Implementation Services - $75.00 Per Hour: Upon request, Design and or Content Implementation Services are offered and billed hourly. Hourly charges are assessed and billed progressively on approved credit card each Monday following service.  

  • Branding, i.e. implementation of exsiting or completed design using AR5 Live GRID™, Live THEME, and Live BLOCKS™, and
  • Content Migration, i.e. transfer and publishing of content from your exisitng website to your new AR5 website.

3b. Software Platform Customization - $150.00 Per Hour: Upon request, the AR5 platform may be customizaed to meet specific functional requirments.  Software Platform Customization services are offered and billed hourly. Hourly charges are assessed and billed progressively on approved credit card each Monday following service.  

  • Front-end Programming; HTML, CSS, Javascript,
  • Existing Funtion/Feature or Module Customization
  • Functional Requirements Reviews & Consulting

5. Materials Costs
Material costs incurred to meet website service requirements (e.g. domain name registration, SSL certificate) and any other out-of-pocket expenses required (authorized by Primary Contact) are billed to approved credit card. A 15% service charge may be applied to material cost.

6. Service Cancelation
You may cancel Platform Accounts by contacting billing@agencyofrecord.com -- please provide your User Account and website address (e.g. name@company.com, www.company.com), the agency account name and or primary contact name, and request for cancelation. Thirty (30) days notice before the annual term of your agreement is required to cancel, otherwise service(s) will automatically renew annually. Month-to-month services including AR4 Platform Website Service(s) and or Additional User Account(s) may be terminated with thirty days notice and subsequent final monthly payment. Change of Domain Name Services (DNS) does not effectively cancel service, termination of service(s) requires written notice from client to avoid future charges, thirty days notice will apply.

III. Support
Support is included and limited to platform accessibility and usability for verified User Accounts, which may include assigned employees and or contractors with secure login credentials. Support does not extend to the general public. Support is provided Monday through Friday, Eastern Standard Time, and between the hours of 9 AM and 5 PM, excluding U.S. national holidays.

Support response time terms to User are defined as:

1. Emergency: Response time to User within two (2) hours (e.g. site down),

2. Urgent: Response to User within six (6) hours (e.g. site up but malfunction),

3. Routine: Response to User within seventy-two (72) hours (e.g. software edit).

Support Email: 
support@agencyofrecord.com

4. Browser Compatibility
4a. Front-end: Most modern web browsers are supported when visiting or editing an AgencyofRecord.com site. Firefox, Chrome, IE9 and above, and Safari are recommended. 

4b. Back-end: User Accounts require advanced browser technology typically provided in the most recent versions of popular browsers. AgencyofRecord.com is designed to take advantage of the new features these programs provide, intended to deliver the best editing experience. Firefox and or Chrome are recommended. 

IV. Warranty

AR warrants that for the Term of Agreement:

1. The platform (AR) will be free from defects under normal use; and

2. The platform will pursuant to service fee (I) perform in all material respects in accordance with documented and demonstrated specifications, (II) be the latest commercially available release of the software, and (III) together with all content associated therewith, load, respond, display, and otherwise operate in all respects in a commercially reasonable manner.

3. AR has the full legal right to provide the software and perform in accordance with the Terms of this Agreement. There is no claim, litigation or proceeding pending or threatened against AR with respect to the software or any component thereof alleging infringement of any intellectual property right of any person or entity. AR shall indemnify and hold harmless Client from and against any and all liabilities or expenses arising from/or relating to any claim by a third party that the software provided hereunder infringes upon the intellectual property rights of any third party.

To the extent permitted by applicable law, the foregoing limited warranty is in lieu of all other warranties or conditions, express or implied, and AR disclaims all other warranties, except as to the indemnification set forth above, including but not limited to, all express or implied warranties of merchantability and fitness for a particular purpose. AR additionally disclaims all obligations and liabilities for damages, including but not limited to special, indirect, incidental, and consequential damages, attorney fees and court costs arising from or in connection with the use of the software under this agreement. No employee, agent, dealer or distributor of AR is authorized to modify this limited warranty, or to make any additional warranties.

V. Terms and Conditions for Use of Service

AgencyofRecord.com, its owners and affiliates (collectively, "AR"), has published these Terms and Conditions for Use of Service, (“TCUS”) in order to document the responsible use of AR's systems, services, website(s) and products (collectively, "AR Services") by our customers, our customers' employees, and other users of AR Services (collectively, "Users").

PLEASE READ THIS TCUS CAREFULLY BEFORE USING ANY AR SERVICES. BY USING ANY PART OF AR SERVICES, YOU AGREE TO BE BOUND BY THIS TCUS AS SPECIFIED BELOW. IF YOU DO NOT AGREE TO ANY PART OF THIS TCUS, DO NOT USE ANY AR SERVICES.

You represent that you have read and agree to be bound by this TCUS, and that you are at least eighteen (18) years of age. AR may revise this TCUS at any time by posting such revised TCUS to the AR website(s). Your continued use of AR Services means that you accept and agree to such revised TCUS. If you disagree with this TCUS (as revised from time to time), your sole remedy is to discontinue using AR Services. 

Lawful Use
AR Services may only be used for lawful purposes and consistent with all rights of other parties. Without limiting the foregoing, AR Services shall not be used in a manner which would violate any law or infringe any copyright, trademark, trade secret, right of publicity, privacy right or any other right of any person or entity or for the purpose of transmitting or storing of material which is obscene, libelous or defamatory. Use and access to other networks through AR must comply with the rules, regulations, terms, policies and/or conditions for such other networks. For purposes of tracking security breaches as well as general system administration, Users agree to be subject to random monitoring of activity while logged on to any AR Services.

No current or former User may use programs or methods intended to, or as a possible side-effect of their use, compromise the security of any system or device on our network or any external network, or attempt to bring about a denial of any form of service on our network or any external network.

Web Commerce
User acknowledges that User’s use of AR Services, and all associated communications and transactions conducted on-line, may not be absolutely secure, and AR Services are not guaranteed to be error-free. By engaging in on-line activity, User accepts the responsibilities and risks associated with the use of the Internet generally. User understands that information available to User through the Internet may include materials that are unedited, explicit or offensive to User, and User’s access to such materials is at User’s own discretion and risk.

User further acknowledges that all transactions relating to merchandise or services offered by User through AR Services including, but not limited to, the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms for such transactions are agreed to solely between User and third party purchasers. AR makes no warranties or representations whatsoever with respect to User’s goods and services, or with respect to the qualifications of any third party purchaser, and shall not be liable in any way to any such third party purchaser.

Content Policies
Harmful Content
User shall not use AR Services to transmit, distribute or store material that contains a virus, worm, Trojan horse, or other component harmful to AR Services, any other network or equipment, or other Users.

Fraudulent Content
User shall not use AR Services to transmit or distribute material containing fraudulent offers for goods or services, or any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations. In addition, User is prohibited from submitting any false or inaccurate data on any order form, contract or online application, including the fraudulent use of credit cards.

Mail & News Program Content
In order to maintain an efficient environment for the exchange of information and opinions, AR will not facilitate the transmission of harassing or mass unsolicited email in any form, and therefore such activity is strictly prohibited. Using or storing programs or methods designed to conceal the author's identity by forging header information is also prohibited. 

AR may, but is not obligated to, block any incoming or outgoing email message that AR determines, in its sole discretion, is unsolicited or otherwise violates these terms. AR shall not be responsible for lost, misdirected, undeliverable or blocked email, whether in transmission or receipt. 

Evidence that User is participating in any referenced prohibited activities may result in the immediate cancellation or suspension of User's account in AR's sole discretion. Furthermore, AR reserves the right to communicate information to User that it believes will enhance the benefits of the AR Services.

Service Termination and Suspension
AR may, in its sole discretion, terminate or suspend User's account at any time to the extent that AR has reason to believe that User is acting in contravention of this TCUS noting that such termination or suspension does not release User from liability for any outstanding balance owed. User is responsible for any and all fees and costs (including, but not limited to, legal and court costs) required for collection of any such outstanding balance owed. AR may delete all data, files or other information that is stored in User's account upon termination. Accounts suspended for nonpayment will be "held" for a thirty (30) calendar day period. During such thirty (30) calendar day suspension period, AR will preserve the assigned user name and account storage space. If payment has not been made within thirty (30) calendar days, AR may exercise its right to delete data files stored in User's account. Once an account has been deleted, the username for that account may become available to any new User. Furthermore, User will be obligated to pay all unpaid balances and an activation fee to have service reinstated.

Use of AR Material
Materials contained in AR's Web site(s) may be protected by national and international copyright and trademark laws. Except as expressly authorized by AR, User agrees not to copy, reproduce, transmit, publicly display, sell, license, rent, modify, distribute, publicly perform, publish, adapt, edit, or create derivative works from such materials. Notwithstanding the foregoing sentence, User may print or download one (1) copy of the materials on AR's Web site(s) on any single computer for User’s personal, non-commercial use, provided User keeps intact all copyright and other proprietary notices which pertain to the material copied. Except as authorized in this paragraph, User is not being granted a license under any copyright, trademark, patent or other intellectual property right in the material or the products, services, processes or technology described therein. All such rights are retained by AR or any third party owner of such rights.

Use of AR Service Marks
All AR names and logos and all related product and service names, service marks, trademarks, design marks and slogans are the property of AR ("AR Marks"). User is not authorized to display, copy, transmit, reproduce, modify or use any AR Mark in any manner without the prior written consent of AR. The AR Web site(s) may also contain other products, services and company names that may be the intellectual property of their respective owners.

Miscellaneous Provisions
Non-Solicitation
User agrees that it will not directly or indirectly solicit the trade of, or trade with, any other User for a business purpose that would compete with any of the AR Services where such solicitation is made possible only through the use of information gained by virtue of being an AR customer.

Changes to Service
The AR Services are expected to change from time to time as technology changes and systems are upgraded. AR reserves the right to change any service offered or the features of any service offered without notice, including changes to access and use procedures and all system hardware and software.

System Security
Users are prohibited from violating or attempting to violate the security of AR Services, including, without limitation, (a) accessing data not intended for such User or logging into a server or account which such User is not authorized to access, (b) impersonating AR personnel, (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (d) attempting to interfere with, disrupt or disable service to any User, host or network, including, without limitation, via means of overloading, "flooding", "mailbombing", "denial of service" attacks or "crashing", (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, (f) taking any action in order to obtain services to which such User is not entitled, or (g) attempting to utilize another User's account name or persona without authorization from that User. 

Users are also prohibited from attempting any action designed to circumvent or alter any method of measuring or billing for AR Services. Violations of service, system, or network security may result in civil or criminal liability. AR will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.

Violations
User understands that AR employs an abuse interface to monitor and manage reported violations of this TCUS, system or network security, any law or regulation, or other network abuses and that AR may notify User of any reported violations by User. Use of AR Services constitutes consent to monitoring. If User is suspected of hacking or violating network security, User may be subject to criminal and civil liability. AR will investigate incidents involving such violations and may involve and cooperate with law enforcement authorities if a criminal violation is suspected.

Suspension; Termination; Access Restriction
User agrees that any violation of this TCUS may result in suspension or termination of AR Services, without notice, at AR's sole option. User agrees that AR shall not be liable for any damages of any nature suffered by User or any third party resulting in whole or in part from AR's exercise of its rights under this TCUS. User further agrees that AR may terminate User’s service if any law enforcement agency, acting within its jurisdiction, advises that AR Services are being used in violation of the law.

AR reserves the right, in its sole discretion, to terminate User’s access to any or all AR website(s) and the related services or any portion thereof at any time, without notice.

Violations of this TCUS may be reported at the following email address: support@agencyofrecord.com.

Storage Capacity; Traffic and Hits
User website(s) storage space and bandwidth utilization of AR Services must remain within reasonable storage space and bandwidth allocations associated with Standard AR service, as determined by AR.  AR may also determine additional storage and bandwidth is required for User website(s), additional charges may apply. Please contact Support at support@agencyofrecord.com for review and planning as needed.

Accounts and Passwords
User is responsible for the security of all User ID and password information. This TCUS applies to all accounts, sub-accounts, alternative names and passwords associated with User’s principal account. By enrolling for and using AR Services, User accepts sole responsibility for the security and confidentiality of all User ID’s and passwords. Accidental or unauthorized disclosure or use may have serious consequences, and AR shall have no liability for User’s failure to maintain this information securely. Additionally, User is responsible for the use of User’s account(s), whether used under any name or by any person, and for ensuring full compliance with this TCUS by all users of such account(s). In the event of a breach of security through your account(s), User should immediately contact AR Support, support@agencyofrecord.com.

LIABILITY DISCLAIMER
USER ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF AR SERVICES AND THE INTERNET GENERALLY. THE MATERIALS ON AR’S WEB SITE(S) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AND AR DISCLAIMS ALL WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS, EXPRESS OR IMPLIED, WITH REGARD TO THE INFORMATION AND MATERIALS CONTAINED IN, ACCESSED FROM, OR VIA, THE AR WEB SITE(S), SERVER OR THE INTERNET, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

MATERIAL ON AR’S WEB SITE(S) OR AVAILABLE THROUGH AR SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. AR DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS DISCLOSED ON THE AR WEB SITE(S), AR SERVICES SERVER OR OTHER MATERIAL ACCESSIBLE FROM THE AR WEB SITE(S), OR THROUGH AR SERVICES.

Complaint Resolution
In order to resolve a complaint regarding the AR Services or to receive further information regarding the use of AR Services, User should contact: support@agencyofrecord.com.

VI. General Provisions:

1. Complete Agreement: This TCUS and the Letter of Agreement containing the URL for this TCUS contain the entire agreement and understanding concerning AR Services and supersede all prior negotiations, proposed agreements, and all other agreements, whether electronic, written or oral. Any waiver, modification or variation of these terms and conditions shall only be effective if in a writing signed by an authorized officer of AR. 

2. Modifications to Agreement: Modifications and amendments to this Agreement, including any exhibit or appendix hereto, are the sole discretion of AgencyofRecord.com.

3. Applicable law: This Agreement will be interpreted in accordance with and governed by the laws of the State of Maryland.

4. Notices: All notices and other communications given in connection with this Agreement shall be in writing.

A printed version of these Agreements and of any notice given in electronic form shall be admissible in judicial or administrative hearings based upon or relating to the Letter of Agreement and Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

5. No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.

6. Assignment: The rights conferred by this Agreement shall not be assignable by Client without prior written consent from AgencyofRecord.com. AgencyofRecord.com may impose a reasonable service fee on any such assignment.

7. Promotion: AgencyofRecord.com reserves the right to use Client name(s)--AR and or end-client--and logo(s), including services descriptions in marketing and advertising. 

A service credit, e.g. "Create at AgencyofRecord.com" with link to AR website shall be displayed on all AR front-end, public facing websites and client pages, generally at the bottom of each page.  Credit and link subject to change without notice.

8. Intellectual Property Material: Material (AgencyofRecord.com/software) subject to intellectual property ownership (“IP Material”) owned by AR will remain owned by AR. Derivative works as that term is used in the U.S. Copyright Act (“Derivatives”) of IP Material owned by AR created in the course of performing this Agreement, whether created by AR, by Client, or jointly between AR and Client, will also be owned by AR and they will be part of AR (AgencyofRecord.com/software) IP Material.

9. Version Updates: Point Releases (e.g. 5.x to 5.y) are included within the cost of service, however a Version Update (e.g. 5.x to 6.0) may require content migration and services.  Additional charges may apply.

10. Price Changes: AR may change pricing for service periods providing notice of any changes at least 30 days before the day on which the current term or renewal term would expire; provided, however, that pricing shall not increase by more than 10% in any calendar year, unless the functionality or material costs of the service, including but not limited to software, support, maintenance, hardware, upgrades and development increases materially in such year.

11. Force majeure: Neither party will be liable to the other party for any delay or failure to perform any non-monetary obligations, which delay or failure is due to causes or circumstances beyond its reasonable control and without its fault or negligence, including acts of civil or military authority, national emergencies, labor strikes, fire, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, heat or air conditioning, communication or power supply, or other similar or dissimilar causes. Each party will exercise its reasonable efforts to mitigate the extent of the delay or failure and its adverse consequences.

VII. Acceptance

By accepting AgencyofRecord.com Services, User agrees to all of the terms and conditions contained herein.