TERMS OF SERVICE AGREEMENT
This is a legal agreement between you and Worthy Image, LLC, a Rhode Island limited liability company doing business as Worthy Image and worthyimage.com. By clicking the SUBSCRIBE NOW button found on the Worthy Care Subscription pages or by clicking the PROCESS PAYMENT button found on the Make a Payment page of worthyimage.com - you have thereby agreed to be a party to this agreement effective as of the date you have clicked that button. The terms of this agreement are as follows:
1. SERVICES
(a) You have been provided with a bid for a scope of web design or similar work (the "Bid"). The Bid describes the scope of the project, the anticipated deliverables, a projected schedule for completion of the project, and a payment schedule. By pressing the SUBSCRIBE NOW or the PROCESS PAYMENT button, you have placed an order with Worthy Image which is based on the terms together with these Terms of Service, which together form a single integrated agreement between Worthy Image (the "Order") you the client. Unless Worthy Image notifies you to the contrary within five days of your entering your Order, Worthy Image will be deemed to have accepted your Order and each of the parties has agreed to comply with and be subject to this agreement. If Worthy Image rejects your Order on or before that fifth day, the Order is null and void and no contract will be formed between the parties.
(b) Upon Worthy Image's acceptance of your Order, Worthy Image will provide you with the following information (unless it has already been provided in the Bid), all of which will be deemed to be incorporated into the Order:
(i) A schedule of deliverables and an estimated timeline for delivery. Note that timelines are estimates, and that while Worthy Image will make commercially reasonable efforts to comply with those estimates, factors beyond Worthy Image's control may require more time than originally estimated. So long as Worthy Image continues to make commercially reasonable efforts to perform its agreed upon services, you agree that such delays are not a breach of this agreement. Timely completion of your project is greatly influenced by your promptly providing Worthy Image with the content and other resources the Bid specifies are your responsibility, as well as your prompt responses to the decision-making process (such as your reviews of initial stages of the project).
(ii) A payment schedule. Once you have entered into Worthy Image's workflow, the payments in this schedule are owed without condition and are non-refundable. You acknowledge that you must pay these fees even if you cancel or abandon your project, and even if the project deliverables have been delayed. All sales are final for invoice sum in full.
(c) At completion of the Order's project Worthy Image will deliver to you a functioning version of the code, designs or other portions of the deliverable as described in the Bid - for your final review and approval. Your approval and acceptance of that deliverable is final unless you give Worthy Image specific information regarding your reasons for not approving the work within seven days of Worthy Image's delivery to you. Once you have accepted the work, all remaining payments that may still be owed on the Order are immediately due and payable regardless of the payment schedule that may be stated in the Order.
(d) Once Worthy Image has completed your project and you have accepted it, Worthy Image does not maintain or provide ongoing support for the delivered project unless you have placed an order for ongoing services post-delivery. Worthy Image recommends that you make and safely store a backup your delivered files for future needs & backup purposes, as Worthy Image does not undertake to maintain those backups for you.
(e) Service Hours and Contact Information: Open hours for service discussions with Worthy Image are 10 AM until 6 PM Eastern Time on business days, Monday through Friday, except for holidays as generally observed in Rhode Island. Accounting or Payment Detail Questions? Contact our accounting office at
(f) To the extent necessary for Worthy Image to perform the services described in the Bid, you agree to provide access rights, accounts and other necessary credentials for Worthy Image to access your systems, servers and related systems owned or operated by you or on your behalf. Worthy Image shall use these rights strictly in the performance of its duties under the Bid. You agree to take responsibility for canceling such access rights and accounts at such time as Worthy Image's duties under the Order have been completed (unless the parties have separately agreed to another Order which may continue to require such access). You will inform your employees and contractors who will need to interact with Worthy Image as part of the project of the Worthy Image's status and require such employees and contractors to cooperate with the project as reasonably necessary. Customer hereby authorizes Worthy Image, LLC or (Worthy Image) to access their web site accounts, card payment processing to complete funding for the project if need be auto charged, and any other logins that customer gives to Worthy Image for website / programming as well as email accounts to contact clients for needed communication on project status, updates, or needs.
2. SERVICE FEES; PAYMENT
(a) You acknowledge that once you have placed an order based on a bid you must pay at least the full amount of the payment set forth on the bid even if you decide to cancel the project. Once you have placed your Order that you take full responsibility for the amount on the bid even if you later decide to cancel or abandon the project. The final payment is due once the scope of work is completed (not live on the internet). Once all items included on the bid are complete, the dues must be paid to receive the source files. Once 15 days have passed your card on file will be auto charged for the amount due. If payments are *sent* and not fulfilled, the amount of days delayed will be charged a late fee. A 5% late fee is charged on the amount due for every 15 days which the amount is past due. This will be auto-charged on the card on file. By pressing the accept button you agree to the terms of payment. To remove your acceptance and cancel this agreement you must send a hard copy letter with your signature via mail (USPS) to Worthy Image. Include your name, last 4 digits of the card used which you wish to be removed, your email address, phone number, and reason for canceling this agreement along with your signature. Send the letter to Worthy Image, PO Box 68, Wyoming, RI 02898.
(b) Any work performed outside the scope of work listed on the Bid will require an additional change order or be billed at the hourly rate of $85.00/ hr. This includes revisions of your project outside of the scope of revision processes undertaken in the Order.
(c) On the stated payment due dates in your Order, you must go to the Payments page of the Worthy Image web site (https://worthyimage.com/index.php/payment) and make a payment for the amount due in one of the indicated manners. If you are paying by check or any other method that would not result in immediate receipt of good funds in Worthy Image's account on or before the payment due date, you should forward your payment to Worthy Image in enough advance time to avoid being late. If your payments are received by Worthy Image after the stated due date, you agree to pay an administrative processing fee equal to five percent of the late payment, payable the day after the due date. Further, you will pay Worthy Image interest on any late payment amounts until paid at a rate of the lower of 12% percent accrued monthly or the highest rate allowable by law.
(d) As part of your Order, you must provide Worthy Image with a valid credit/debit card account, with expiry date, as well as cardholder name and billing address. By providing such information, you represent to Worthy Image that this is a valid credit card account and that you may use it for payment on your behalf in relation to this agreement. Worthy Image reserves the right at any time to enter an authorization transaction against the account to hold funds that Worthy Image reasonably anticipates will be owed to it under this agreement. Further, you acknowledge and agree that if you have failed to make a payment when due to Worthy Image under this agreement and the payment is at least 15 days past due, then Worthy Image may process a charge against your credit/debit card account for the amount past due, together with any administrative processing fee and interest that may be owed. This is considered a subscription fee as you have purchased a product which the scope completion is complete, thus payment is due. The card will be auto charged for the agreed bid for the completed scope.
(e) If any credit/debit card transaction Worthy Image processes or receives under this agreement does not immediately authorize and settle the charges made by Worthy Image at any time, or if any of your settled charges are charged back against Worthy Image's account, or if any other form of payment is returned or rejected, Worthy Image may immediately suspend provision of all Services, and you agree to promptly make good on any unsettled or charged-back charges as well as reimburse Worthy Image for any of its costs incurred as a result of these events.
(f) All payments required by this agreement are exclusive of all national, state, municipal or other governmental excise, sales, value-added, use, personal property, and occupational taxes, excises, withholding taxes and obligations and other levies now in force or enacted in the future, all of which you will be responsible for and will pay in full, except for taxes based on Worthy Image's net income.
3. OWNERSHIP
(a) Worthy Image retains all copyrights, trademarks and rights to inventions that are part of Worthy Image's templates, scripts and other materials that may be used for the creation of your work product or embedded within your work product (the "Worthy Image Base"). Worthy Image neither grants nor assigns to you any Intellectual Property Rights in any of the Worthy Image Base except as expressly licensed to you below.
(b) Until all of your fees owed under your order have been paid in full to Worthy Image, Worthy Image retains all Intellectual Property Rights in the Work Product. Upon your full and final payment of all fees owed under your Order, Worthy Image will be deemed to have:
(i) assigned to you the Intellectual Property Rights in the Work Product;
(ii) licensed to you the right to use such portions of the Worthy Image Base as may have been embedded in the deliverables for the Work Product as actually delivered to you, but such license is non-transferable and may be used solely by you for the purpose of using the Work Product in the manner described in your Order and its Bid. For purposes of clarity, Worthy Image grants you no rights to use the Worthy Image Base except in direct connection with Work Product you have purchased from Worthy Image.
(c) "Work Product" means the deliverable items which are created especially for you by Worthy Image under the terms of your Order. For purposes of clarity, you acknowledge that the Worthy Image Base is not included as part of the Work Product and any rights to use the Worthy Image Base are granted strictly as licensed under this Agreement.
(d) "Intellectual Property Rights" means any and all now known or hereafter known tangible and intangible:
(i) rights associated with works of authorship throughout the world, including but not limited to copyrights, templates, moral rights, and mask-works,
(ii) trademark and trade name rights and similar rights,
(iii) trade secret rights,
(iv) patents, designs, algorithms and other industrial property rights,
(v) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, "rental" rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and
(vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).
4. TERM AND TERMINATION
(a) This agreement is effective as of the time described in the opening paragraph above, and thereafter is in effect until the Work Product under your Order has been accepted or the Order has been terminated in the manner described below.
(b) You may terminate an Order at any time for convenience, effective immediately, provided that you must still pay the full amount of the fees stated in the Order regardless of whether you terminate the order or allow it to go to completion. Worthy Image will not owe you any refund for fees collected if you terminate the order - see "2a" in regards to remaining balance due.
(c) Either party may terminate this agreement at any time immediately upon notice to the other for cause, which means:
(i) any failure by you to pay any amount due Worthy Image as provided in this agreement;
(ii) any breach by the other party of any material provision of the agreement that continues uncured for ten days after the non-breaching party gives notice thereof; or
(iii) any insolvency, bankruptcy, assignment for the benefit of creditors, appointment of a trustee or receiver, or similar event with respect to the other party.
(d) Upon any termination of this agreement:
(i) Worthy Image may immediately cease providing all Services under this agreement without notice to you; and
(ii) Any and all unfulfilled payment obligations you have accrued as of the effective date of termination will become due and charged to your credit/debit card immediately.
5. LIMITED WARRANTY, LIMITED LIABILITY
(a) Worthy Image represents that it owns or has the legal right and authority to deliver to you the Work Product and the Worthy Image Base, and to provide you with assignment and licenses as provided in this agreement without infringing, misappropriating, or otherwise violating any Intellectual Property Rights of any third party.
(b) LIMITED WARRANTY. Worthy Image represents that all work will be completed in a timely and professional manner according to standard industry practices. If you feel the deliverables do not meet this standard, you must promptly notify Worthy Image of your concerns, with sufficient detail for Worthy Image to understand and resolve the concerns, and you must notify Worthy Image within seven calendar days of your receipt of the Work Product which you believe does not meet these standards. If you fail to give Worthy Image notice of your concerns within this seven day period, you will be deemed to have accepted the deliverable and found it satisfactory. Your sole remedy, and Worthy Image's sole obligation, if it is determined that the delivered Work Product does not conform with the above standard is for Worthy Image to re-perform services and redeliver Work Product which conforms with the standard. Under no circumstances will you receive a refund for the fees as a remedy for any actual or alleged breach of this limited warranty. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
(c) Both parties agree to cooperate in good faith in discussing your stated concerns which you have timely notified Worthy Image of and seek mutual agreement where possible regarding the compliance of Work Product with the standards of the limited warranty stated above, and you must allow Worthy Image adequate time to respond to your concerns and re-perform the services to redeliver satisfactory Work Product. If the parties are not able to reach agreement regarding the compliance with this limited warranty after a reasonable time has passed, you may refer the dispute for binding arbitration, limited solely to the question of Worthy Image's compliance with the limited warranty stated above, to the American Arbitration Association under its rules for commercial disputes, provided that you must pay all costs for the arbitration unless the arbitrator ultimately makes a determination that Worthy Image has materially and substantially failed to comply with the standards set forth in the limited warranty above and has failed to remedy the failure through the re-performance and redelivery procedure set forth above, in which case the arbitrator may award a money judgment against Worthy Image limited to the fees and costs paid by you to the American Arbitration Foundation. Such money award is the sole money award that the arbitrator may award against Worthy Image. If the arbitrator determines that your complaint was without reasonable basis or that you did not allow Worthy Image to resolve the complaint in a reasonable fashion, the arbitrator may award a money judgment against you for the amount of Worthy Image's expenses incurred in defending the arbitration action you brought. You may not withhold payments as required under your Order during the pendency of any such dispute resolution.
(d) Except for the express warranties set out in this agreement, all Services performed and Programs provided by Worthy Image are performed and provided on an AS IS basis. Except to the extent required by applicable state law, in which case any implied warranties shall only last for the seven day reporting period set forth above, Worthy Image does not make, and hereby disclaims, any and all implied warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising from a course of dealing, usage, or trade practice. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. Worthy Image does not warrant that the services provided hereunder will be uninterrupted, error-free, or completely secure.
(e) If there is a third-party claim alleging that the Program or any other Services infringes a third party's Intellectual Property Rights, or if Worthy Image wishes to minimize its potential liability hereunder, Worthy Image may, at Worthy Image's sole option, immediately suspend all Services and terminate this agreement upon notice to your most current email address and refund to your credit/debit card any pre-paid amounts paid for use of the Program for period which have not yet been provided.
(f) In no event will Worthy Image be liable to you or any other party for incidental, consequential, special, punitive or indirect damages of any kind, including, but not limited to, damage arising from loss of data, loss of use, loss of profits, interruption in services, breach of network security, and loss of revenues, based upon a theory of breach of warranty, breach of contract, tort, negligence, or any other legal theory, even if Worthy Image has been advised of the possibility of such damages. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Worthy Image's maximum aggregate liability to you under this agreement will be limited to the amount of fees set forth on your original Order which you have actually paid to Worthy Image.
6. CONFIDENTIAL INFORMATION
(a) Each party acknowledges that it may have access to certain Confidential Information (as defined below) of the other party. Each party agrees that it will not disclose to any third party (except as required by law or to that party's attorneys, accountants and other advisors as reasonably necessary) any of the other party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information. Such obligations will survive with respect to any particular information for so long as none of the exceptions set forth in Section 6(b) are true with respect to such information.
(b) A party is not obligated to maintain the confidentiality of the other party's Confidential Information to the extent such information:
(i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;
(ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;
(iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this agreement by the receiving party; or
(iv) is independently developed by the receiving party.
(c) Notwithstanding anything in this Section, the parties agree that a party may disclose the Confidential Information of the other party without consent only:
(i) in response to a valid order of court or other governmental body of the United States or any political subdivision thereof, but only if the disclosing party first gives notice to the other party to enable the party whose Confidential Information is being disclosed to make a reasonable effort to obtain a protective order requiring that the Confidential Information to be so disclosed be used only for the purposes for which the order was issued;
(ii) if otherwise required by law; or
(iii) if necessary to establish or enforce rights under this agreement.
(e) For purposes of this agreement, "Confidential Information" means any information that is confidential or proprietary to either party, including, without limitation the design specifications of any web site or developed software, financial information, statistical, business, or technical research, development, processes, formulae, specifications, computer programs, software packages, methods and procedures of operation, business or plans and proposals, licensed documentation, designs, ideas, source documents and data, maps, computer screens, graphic displays, marketing plans and strategies, past, present and future trade secrets, trademarks, copyrights, and patent rights owned by either party or any of its subsidiaries or affiliated organizations, and technical knowledge and information relating to either party or any of its subsidiaries or affiliated organizations, regardless of whether such information is disclosed orally or in writing and labeled as Confidential Information.
7. GENERAL PROVISIONS
(a) Worthy Image and you the client are entering into a mutual NDA agreement that your information is confidential as well as Worthy Image's information shared is also confidential.
(b) Worthy Image has the right to present finished Work Product as part of Worthy Image's portfolio both on-line and in print.
(c) This agreement is made under and will be governed by and construed in accordance with the laws of the State of Rhode Island, United States of America (except that body of law controlling conflicts of law) and specifically excluding from application to this agreement that law known as the United Nations Convention on the International Sale of Goods. Other than the non-exclusive right to bring an arbitration action to determine whether Worthy Image has breached its limited warranty in the manner described in Section 5(c) above, the exclusive venue for any new court proceeding arising out of or related to this agreement is in a state or federal court seated in Providence, Rhode Island, and the parties each hereby consent to the personal jurisdiction of such courts and to venuing their causes of action against each other in such courts.
(d) No amendment or modification of this agreement is valid or binding upon the parties unless it is in writing and signed by the duly authorized officers of both of the parties.
(e) Either party prevailing in any attempt to enforce the provisions of this agreement is entitled to repayment of any and all costs of enforcement, including reasonable out-of-pocket expenses and the
reasonable fees and disbursements of its counsel.
(f) Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this agreement due to any cause beyond its reasonable control, including act of war, terrorism, acts of God, earthquake, flood, snow, natural disasters, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the internet, provided that the delayed party:
(i) gives the other party prompt notice of such cause, and
(ii) uses its reasonable commercial efforts to correct promptly such failure or delay in performance.
(g) In the event any provision of this agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of the agreement will remain in full force and effect.
(h) The waiver of any breach or default of this agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
(i) Neither party may assign its rights or delegate its duties under this agreement either in whole or in part without the prior written consent of the other party, except that this agreement may be assigned by either party in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of such party's assets, provided that it has notified the other party within 30 days subsequent to the effective date of such event. Any attempt to make an unauthorized assignment or delegation without consent of both parties will be void. This agreement will bind and inure to the benefit of each party's successors and permitted assigns.
(j) Any notice or communication required or permitted to be given under this agreement may be delivered by hand, mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by confirmed electronic mail or facsimile, in each case to the address of the receiving party indicated on the signature page hereof, or at such other address as may hereafter be furnished in writing by either party hereto to the other. Such notice will be deemed to have been given as of the date it is delivered or confirmed, whichever is earlier.
(k) Worthy Image and you are independent contractors and this agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between them. Neither Worthy Image nor you have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.
(l) Sections 2 through 7 of this agreement will survive any expiration or termination of this agreement.
NOTE: to cancel any of the digital agreements you are now accepting, you must follow the instructions in 2a.