Required Maintenance Agreement

Required Maintenance Agreement – Web Operations

This Web Operations Required Maintenance Agreement (“Agreement” or “RMA”) is hereby entered into between you, your organization and agents (collectively “Client”) and applies to all Services provided by TurkReno Incorporated’s Terms of Service related to, but not limited to, any website design services and website hosting services (hereinafter collectively referred to as “Maintenance Services”) requested, provided by proposal, or otherwise ordered or in use by Client.

  1. Term and Termination – This Agreement shall be effective at the time Client signs up for any Website Hosting or Website Design service Hosted by TurkReno as of January 1st, 2018, or when Client continues to use our services beyond two years of Website Hosting before January 1st 2018, or when a Client’s platform has been deemed obsolete by the general public. This Agreement may be only be terminated by TurkReno. If the Client breaches any material obligation to update or fix themselves provided hereunder and the Client fails to cure such deficiency within five (5) days of receipt of the notice, TurkReno may at-will act upon this Agreement. This Agreement may be terminated by TurkReno (i) immediately if Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate with TurkReno or hinders TurkReno’s ability to perform the Maintenance Services hereunder; or (iii) if Client breaches any Terms under TurkReno’s Terms of Service.
  2. Maintenance Services – TurkReno agrees to provide Client with Web Operations Required Maintenance Agreement Services as described in this Agreement. Maintenance Services include:
    • Updates to text, images, and other minor changes to Client’s website pages.
    • Upgrades to Client’s content management system, including plugins and themes.
    • Removal of malware, spam and malicious code from Client’s website.
    • Recovery of files from backups, if available.
    • Redesign or redevelopment, if warranted, at the Client’s expense due to Client’s website being obsolete. Warranted reasons include, but are not limited to, Client’s website having elements that are out of date more than six months from the framework or CMS sunset or End of Life date.
      • Client further agrees that a retainer with TurkReno on file is required for any specialized service that would otherwise allow for obsolete software or hardware of any kind to exist, function through, or be serviced by TurkReno.
  1. Fees; Limitations on Refunds and Cancellation Fees – Client agrees to pay TurkReno any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any Maintenance Services or immediately upon completion of any Maintenance Services performed to prevent disruption of any kind. THE CLIENT FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY CLIENT, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CLIENT FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO TURKRENO AS PROVIDED IN THE AGREEMENT. TURKRENO IS HEREBY AUTHORIZED TO CHARGE CLIENT’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CLIENT TO TURKRENO.
  2. Client Responsibilities – For the purposes of providing these services, Client agrees:
    • To provide TurkReno with access to its web sites for creating new pages, and making changes for the purpose of providing Maintenance Services.
    • To properly convey to TurkReno the information that needs to be changed or added.
  1. Client Acknowledgements – Client understands, acknowledges and agrees that:
    • A minimum of one (1) hour of time for Maintenance Services is allowed per month, billed in fifteen (15) minute increments.
      • Any work that exceeds one (1) hour will be billed on an hourly basis of $155 per hour in fifteen (15) minute increments.
    • Web page updates exclude, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimization.
    • TurkReno has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
    • Additional fees could be charged if the information provided has to be typed and exceeds the one (1) hour of time allotted.
    • If changes are made by TurkReno according to Client’s information, and the changes are not correct, additional time to remedy the changes fall under the one (1) hour of time allotted.
    • Unused time is not accumulative. Unused time does not transfer from month to month. Maintenance Services time is strictly month to month.
    • Client is responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc., and immediately reporting them to TurkReno to be executed under this Agreement.
    • TurkReno is not responsible for changes made to Client’s web site(s) by third parties. Clients agree that allowing third party access creates necessitated execution of this Agreement.
    • TurkReno is not responsible for third-party plugins that may become unusable as a result of Maintenance Services performed.
    • TurkReno will not repair Client’s website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.
    • Recovery or repair of Client’s existing website is not guaranteed.
    • Availability of backups is not guaranteed.
  1. Additional Services – In the spirit of proactive defensive measures against network attacks and site defacements, all Website Design and Website Hosting Clients as of January 1st, 2018 are required to use Maintenance Services to receive or continue Design and/or Hosting. Additional services not listed herein will be provided for a fee of $155.00 per hour. TurkReno may be responsible for developing new content or writing new copy for Client if TurkReno finds changes are necessary due to outdated platforms. Client will be charged an additional fee for writing content, based on the hourly rate of $155.00 per hour. Methods such as licensed software or hardware firewalls may be used to prevent network or site attacks.
  2. Indemnification – Client shall indemnify and hold harmless TurkReno (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by TurkReno as a result of any claim, judgment, or adjudication against TurkReno related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to TurkReno (the “Client Content”), or (b) a claim that TurkReno’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, TurkReno must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.
  3. Disclaimer of All Other Warranties – TURKRENO DOES NOT WARRANT THAT THE MAINTENANCE SERVICES WILL MEET THE CLIENT’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CLIENT. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, TURKRENO PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
  4. Limited Liability – IN NO EVENT SHALL TURKRENO BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. TURKRENO MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
  5. Client Representations – Client makes the following representations and warranties for the benefit of TurkReno:
    • Client represents to TurkReno and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to TurkReno are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend TurkReno and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
    • Client guarantees to TurkReno and unconditionally guarantees that Client’s website has not been compromised, hacked, or otherwise defaced or infected intentionally and/or prior to use of Maintenance Services.
    • Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to TurkReno for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend TurkReno and its subcontractors from any liability or suit arising from the use of such elements.
    • From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend TurkReno and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.
  1. Confidentiality – The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, TurkReno and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
  2. Force Majeure – Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any Force Majeure event occurs, the affected Party will give prompt and written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
    • Client further agrees that an active retainer with TurkReno on file is required for any specialized service that would otherwise allow for software or hardware of any kind to exist, function through, or be serviced by TurkReno if Client experiences a Force Majeure event.
  1. Relationship of Parties – TurkReno, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of TurkReno, whether by regulation or contract. In no way is TurkReno to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
  2. Notice and Payment – Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered or Express mail, return receipt requested or by Federal Express. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
  3. Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of Alabama. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Alabama including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
  4. Agreement Binding on Successors – The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
  5. Assignability – Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of TurkReno. TurkReno reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
  6. Waiver – No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
  7. Severability – If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
  8. No Inference Against Author – No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
  9. Disputes – Client and TurkReno agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation.
  10. Read and Understood – Each Party acknowledges that it has read and understands this Agreement. Client agrees to be bound by all Terms and Conditions with continued use of TurkReno’s services.