Ecommerce – Full Service Terms

These terms of use (“Agreement”) set forth the legally binding terms for your use of the Site and Services. By purchasing design services, you are accepting this Agreement and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement. This Agreement is between “The Designer”, Marin Design Agency LLC (DBA Michelle Marin) and the client purchasing the services. PROJECT SUMMARY E-Commerce Deliverables: —5 Web Pages —5 Product Pages —5 Product Collections —Shopify eCommerce Platform for easy product management and selling —Secure HTTPS Protocol (SSL for site security and improved SEO) —Responsive & Mobile Web Design —2 Rounds of Revisions —1 Website Training *Note: The client understands that this service does not include: web-font licensing, copy-writing, SEO, PPC, image tagging, photography, stock photography licensing, stock video licensing, photo-editing, video-editing, photo-retouching, re-sizing/optimizing images for web use, website performance optimization, data-entry, stripe/PayPal setup, website hosting, website domain purchase, email setup/support, and website migration. The client will need to provide their own content (proofread copy and web-ready photography of their store/location). In addition, pages that include more than 800 words will require an additional fee. CLIENT DELAYS/REINSTATEMENT FEES The client must complete each form and/or provide a response in the client portal to any correspondence from the designer within (2) business days to keep their project in “active” status and to avoid an automatic project cancellation. If the client does not respond within (2) business days to any emails from the designer relating to giving feedback/revisions or completed his/her delivered form, the project will be cancelled without refund. And the following “Reinstatement” fees and conditions shall apply.

• Delay (2+ Days) The project will be automatically cancelled and no refunds are given. The designer, at their desecration may choose to reinstate the project for a fee of $500.

PROJECT EXPIRATION This project automatically expires and is cancelled after 84 days of purchase. All work must be completed by then without exceptions.  No refunds will be given once the project is expired. If the client would like to reinstate the project, that may be done at the designer’s discretion for a reinstatement fee to restart the project. PROJECT RUSH If the client would like to have the project completed before the typical timeframe, the client will be charged a rush fee of 20% of the total, per each business day the project is completed before the typical timeframe. If the typical timeframe is a range, the rush fee will be calculated from the average of the range given. WEB DESIGN TIMELINE The timeline depends on the client’s responsiveness throughout the process. The client understands that it’s his/her responsibility to fill out his/her forms provided in order to move on to the next phase of the project. In addition, if the client is late in completing his/her form or providing any content/feedback related to the project, the client’s project completion date will be pushed back depending on the designer’s current production schedule. Questionnaire Phase …………………………………………………………… Pre-Start Client completes website questionnaire and all website content. After the client completes his/her questionnaire in its entirety, the designer will send a “questionnaire” message to clarify the client’s desired web pages, web content, website structure, and web features. After this phase has completed, the project will proceed to the discovery phase. Discovery Phase …………………………………………………………… Week 1—4 The nature of the discovery phase is to go over the client’s questionnaire and understand the company’s business needs and those of the business’ clients and customers. Once this phase has completed, the project will proceed to the web layout phase. Web Layout Phase ……………………………………………………………… Week 4—6 After the scheduled web layout meeting, the client has (1) business day to complete his/her provided “Web Layout” form if the client would like the project to stay on time for completion. The client has up to (2) business days from the time the client received his/her form to avoid delay fees. The web layout form must be completed in its entirety before the client can move to the next phase of the project. After the “Web Layout” form is completed in its entirety, the designer will send the client a calendar link to schedule the client’s Website Design Review Meeting. Web Design Phase ………………………………………………………… Week 6—8 The designer will present the website design to the client during his/her scheduled “Website Design Review” meeting. After the scheduled meeting, the client has (1) business day to complete his/her provided “Web Review” form if the client would like the project to stay on time for completion. If the client needs more time to complete the form, the client has up to (2) business days from the time the client received his/her form to avoid delay fees. The web design form must be completed in its entirety before the client can move to the next phase of the project. After the “Web Review,” form is completed in its entirety, the designer will send the client a calendar link to schedule the client’s Website Revision Meeting. Revisions Phase ………………………………………………………… Week 8—10 The designer will present the revised website design to the client during his/her scheduled “Website Revisions” meeting. After the scheduled meeting, the client has (1) business day to complete his/her provided “Revisions” form if the client would like the project to stay on time for completion. If the client needs more time to complete the form, the client has up to (2) business days from the time the client received his/her form to avoid delay fees. The revisions form must be completed in its entirety before the client can move to the next phase of the project. After the “Web Revisions” form is completed in its entirety and there are no more changes requested by the client, the designer will send the client a “Web Launch” form. If the client elects to make more changes to the design, the designer will send the client a link to pay for the additional changes to the website. Launch Phase …………………………………………………………… Week 11 After the client is supplied their “Web Launch” form, the client has (1) business day to complete the form if the client would like the project to stay on time for completion. If the client needs more time to complete the form, the client has up to (2) business days from the time the client received his/her form to avoid delay fees. After the “Web Revisions” form is completed in its entirety the designer will transfer the website to the client. PROJECT RUSH If the client would like to have the project completed before the typical timeframe, the client will be charged a rush fee of 20% of the total, per business day the project is completed before the typical timeframe. If the typical timeframe is a range, the rush fee will be calculated from the average of the range given. PAYMENT SCHEDULE Total due upon project start. Payment for additional services not included in the client’s package is due in advance, prior to rendering any more work, and before delivering those additional services to the client. PROJECT SCOPE DEFINITION The scope of the project includes the services listed under “Project Summary.” This defines the list of deliverables and what the designer will deliver to the client. The client understands that this service does not include: web-font licensing, copy-writing, SEO, PPC, image tagging, art direction, photography, stock photography licensing, stock video licensing, photo-editing, video-editing, photo-retouching, re-sizing/optimizing images for web use, website performance optimization, data-entry, stripe/PayPal setup, website hosting, website domain purchase, email setup/support, and website migration. CHANGES TO PROJECT SCOPE Change Request: If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Designer a written Change Order describing the requested changes in detail. Within (2) business days of receiving a Change Order, Designer will respond with a statement proposing designers availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Designer will evaluate each Change Order at its standard rate and charges. Major Change: A major change is defined as a major modification to the website. This may include a major change to the design, layout, structure, platform, features, and/or functionality of the website. The designer has full discretion in determining whether the client’s change request is a major change. If client requests are determined by the Designer to be a major change, designer shall be entitled to submit a new and separate Proposal to client for written approval. designer shall not begin work on the revised services until the designer receives a fully signed revised proposal and any additional fees. Minor Change: If client requests are not Major Changes, client will be billed on a time and materials basis at designer’s current hourly rate per hour or the designer may provide a flat fee for the service. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Designer may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes. Acceptance/Rejection: Client will have (2) days to respond in writing accepting or rejecting the new proposal. If client rejects the proposal or doesn’t respond within the (2) day time period, designer will not be obligated to perform any services beyond those in the original Agreement. DECISION MAKER Client represents (1) primary decision-maker for project & must be present for all meetings. WEBSITE ADDITIONAL FEATURES Additional features, services, web pages, meetings, revisions and functionality, not originally agreed upon in the deliverables of this contract can be added for an additional fee. Fees will be based on the designer’s current hourly rate and calculated using time and half (Hr rate x 1.5). QUESTIONNAIRE (a) Client agrees to complete the questionnaire and content in its entirety within (7) calendar days of purchasing design services and understands that no work will begin until its completion. (b) Questionnaires submitted after (7) days from purchase will incur a “Delay/Reinstatement” fee of 15% of the total project fee to restart the project. (c) Questionnaires/content not completed within 14 days (from purchase) is cancelled and no refunds are given. QUESTIONNAIRE CLARIFICATION (a) The designer may send a message to the client via the online client portal to further clarify the client’s questionnaire. This may include questions about the client’s desired website structure, web pages, web features, etc. (b) In the event that the designer sends an email to the client to clarify his/her questionnaire, the website design will start after the designer receives a response to that message. The client understands no work will begin until after the client has responded to the designer’s questionnaire email and all the designer’s questions have been answered. (c) The client must respond to the above email within (1) business day to keep his/her project on time. The client has up to (2) business days from the time the client received his/her form to avoid delay fees. (d) All design feedback must be submitted via the email sent to the client. WEBSITE LAYOUT MEETING (a) The client will have (1) Website Layout Meeting prior to implementing the design into the working website. (b) The client will be presented (3) layout options during his/her scheduled meeting. (c) The client must complete his/her form in order to move onto the next phase of the project. (d) The client must complete his/her form within (1) business day to keep his/her project on time. The client has up to (2) business days from the time the client received his/her form to avoid delay fees. (e) All design feedback must be submitted through the client’s form. No design feedback will be accepted via email. (d) If the client’s form is not completed within 2 business days from receipt, the project is automatically canceled and no refunds are given. WEBSITE DESIGN REVIEW (a) The client will be presented (1) Website Design. (b) The working website design is the implementation of the client’s chosen WordPress Template with the client’s copy and photography. (c) The WordPress Template will be modified to fit the client’s brand colors and brand typography. (d) The client must complete his/her form in order to move onto the next phase of the project. (e) The client must complete his/her form within (1) business day to keep his/her project on time. The client has up to (2) business days from the time the client received his/her form to avoid delay fees. (f) All design feedback and revisions must be submitted through the client’s form. No design feedback will be accepted via email. (g) If the client’s form is not completed within 2 business days from receipt, the project is automatically canceled and no refunds are given. WORKING WEBSITE REVISIONS Revision Session: Once we have a working website, the client is given (2) complimentary rounds of revisions. The client is given up to (5) design or content revisions (within design concept) per revision session. This does not include functionality or structural changes to the website. Changes included: – Design changes included: Changes to the font, color, button, text. – Content changes included: Changes to text, imagery, media. Changes not included: – Custom coding is not included. The client can make minor changes like font and link color and the layout will be the same as the client’s selected theme. – Web page layouts that are not already supported by the client’s selected theme can’t be changed. (see the themes’ demo pages) – The order of the home page sections can’t be changed. – Changes to how the client’s selected theme functions inside of a browser or mobile device can’t be changed. Note: If the client would like to make changes that are not included, the designer will give you a custom quote for these additional changes. Below are the terms of the Website Revisions: (a) Client must complete his/her Website Design form in order to move onto the Revisions phase of the project. (b) Client gets (2) revision sessions included in his/her package. (c) Client gets (5) design/content changes per each round of revision session. And up to (10) minor design/content changes total for the entire project. Changes unused from a previous round do not rollover to the next round. (d) Every instance the client requests changes to the website and the designer completes those changes and presents those changes to the client is considered a completed revision session. (e) Design Revisions include: Changes to the font, color, button, text. (f) Content Revisions include: changes to text, imagery, media. (g) Revisions not included: Custom coding is not included. The client can make minor changes like font and link color and the layout will be the same as the client’s selected theme. Web page layouts that are not already supported by the client’s selected theme can’t be changed. (see the themes’ demo pages). The order of the home page sections can’t be changed. Changes to how the theme functions inside of a browser or mobile device can’t be changed. (h) Revisions must fall under a minor content or design revision, as defined above. (i) Revisions that fall outside of a minor design revision or a content revision can be done for an additional fee, and an estimate will be generated for the client. (j) A “change” is a minor modification to an existing design. (k) Changes to an existing design that fall outside the parameters of minor modifications are considered a “re-design”. (l) Designer has full discretion in distinguishing between a “change” and a “redesign”. (m) If the designer defines the change(s) as a re-design, the client will be charged an additional web design concept fee. (n) All design feedback and revisions must be submitted through the client’s form. No revision requests will be accepted via email. Any new revisions the client would like to make after submitting his/her form can be applied to a new revision session. (o) The client must complete his/her form within (1) business day to keep his/her project on time. The client has up to (2) business days from the time the client received his/her form to avoid delay fees. (p) If the client’s form is not completed within 2 business days from receipt, the project is automatically canceled and no refunds are given. (q) Once the client approves his/her design, no more revisions will be made to the website. If the client would like the designer to make changes to the design after the project is finalized, the client can hire the designer to do so under a new contract and for an additional fee. (r) Website launch info will be given to the client upon final payment clearing and final client approval. ADDITIONAL ROUNDS OF REVISIONS The client can purchase additional Revision Sessions at the designer’s current hourly rate and calculated using time and half (Hr rate x 1.5). The client is given up to (5) design or content revisions (within design concept). This does not include functionality or structural changes to the website. ADDITIONAL DESIGN/CONTENT REVISION(S) Once the allotted number of design and content revisions have been used up, the client may purchase additional design and content revisions at the designer’s current hourly rate at the time the client requests changes. DIGITAL FILES Length of storage: All final files created for the client are stored by the designer up to (7) calendar days from the date that the designer supplied the files to the client. Retrieval fee: There will be a nominal fee to retrieve and transfer any digital files after the project has been completed and after all files have already been supplied to the client. WEBSITE REQUIREMENTS If the client has specific requirements for specific website requirements, the client must submit these to the designer before the start of the project before the designer can provide a full scope of work and quote. If after the client provides requirements after the project has started, a new quote may be generated for the client. PROOF READING WEBSITE COPY It’s the Client’s responsibility to ensure all content is accurate before giving it to the designer to input into any designs created. Additionally, the client is responsible for Proof Reading the website before it is approved. The designer is not responsible for errors found after the website has been approved. COLOR The designer cannot guarantee that colors in the website will appear consistently or accurately on the web as it’s impossible to control the way any given monitor screen is calibrated. It’s advised that the client calibrates his/her monitor before design meetings and/or reviewing designs to ensure he/she is viewing the most accurate colors. DESKTOP BROWSER TESTING The designer will test the website in the most current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), and Microsoft (Edge). The designer will not test for older versions of Internet Explorer or other older browsers. If the client needs an enhanced design for an older browser, the designer can provide a separate estimate for that. RESPONSIVE DESIGN & MOBILE DEVICE TESTING The designer will create the website using responsive web design. This does not mean that the website will have a separate custom design/website for mobile. Responsive means the website is using a responsive grid that recognizes when the screen size goes to mobile and adjusts the layout to contain the contents within that size. The client’s mobile design experience will be tested on portrait orientation. If the client would like the designer to also create a custom design for landscape orientation on mobile, a quote can be generated for an additional fee. If the client would like a completely custom web design experience on mobile devices, that will be quoted as separate project all together as it will require a new design and build of a mobile version of your website. The designer will test the working website on the following mobile devices: Mobile Devices: iPhone 8, iPhone 8 Plus, iPhone 7, Samsung Galaxy s9, iPad Mobile Browsers: For iOS Devices: Safari For Android 4.x Devices: Google Chrome The designer doesn’t test Blackberry, Opera Mini/Mobile, Windows Phone, Amazon Kindle or other mobile browsers. The designer cannot guarantee that the client’s website will look the same on every mobile device. If the client would like to guarantee that his/her website looks good and consistent on a browser or a mobile device not listed in the designer’s list of devices/browsers the designer will test on, that can be done for an additional fee. TECHNICAL SUPPORT For an additional fee, the designer can can set up the client’s email, domain, plus any statistics software such as Google Analytics. The designer can provide a separate estimate for this support. Afterwards, the management of that server will be up to the client. LIMITATION OF LIABILITIES; DISCLAIMER OF WARRANTIES Although the designer strives for the client’s website’s optimal performance and security, the designer does not build the WordPress software or plugins used on the website, nor are supplying the hosting platform it runs on. For this reason, the designer does not represent, guarantee or warrant that the functions contained in these webpages or internet website will be will be uninterrupted, error-free, free from loss, corruption, attack, viruses, interference, hacking, or other security intrusions, and the designer disclaims any liability relating thereto. To the extent not prohibited by law, in no event will the designer be liable to the client or any third party for any damages, including, but not limited to, any lost profits, lost savings, loss of data, business interruption, or incidental, consequential or special damages arising out of the operation of or inability to operate these webpages or website, however caused, even if the designer has been advised of the possibility of such damages. THIRD PARTY OR CLIENT MODIFICATIONS The designer is responsible for the code that is produced until it reaches the Client. If the Client makes any changes to the code, or the Client incorporates other code that was not originally part of the project, such as new updated plugins or themes, third-party account integrations, libraries, or extensions, the designer will not be responsible for any adverse effect on the project. In the event that an adverse effect happens after the Client makes changes to the website, the Client may elect to hire the designer to fix the issue for an additional fee. CLIENT REVIEW & TESTING The client agrees to fully test the website prior to giving final approval on the website. This includes testing web forms as well as mobile device testing. Any errors on the website must be provided to the designer prior to approval on the website. Once the website is approved, additional changes will require an additional fee and a new contract. WEBSITE LAUNCH In order to complete the website process, the client must approve the final website and submit the final payment (including any additional revisions/overtime hours). WEBSITE TRANSFER Once the client has given final approval on his/her live website and all invoices have been paid in full,  the client will need to do the following to accept the store:

In order to obtain ownership of the Shopify store you approved, the client will need to accept the staff invitation the designer sends you and follow the prompts to set up his/her account.

After the client accepts the staff invitation, the designer will need to manually transfer ownership to the client—which can take up to 5 business days from when the client accepts the invitation to set up his/her account. ONGOING WEBSITE SUPPORT Once the website is approved by the client and the project is launched on the web, any additional changes made to the website and/or website will require an On-Going Support Contract. The Client can elect to either enter an on-going support contract, or contract the Designer for one-time support sessions. All one-time support sessions and monthly support contracts must be paid in advance. The designer does not offer email website support at this time. ONGOING INVESTMENT Websites aren’t a set and forget marketing tool. They’re an ongoing investment that thrives with a bit of TLC. After this, there are a few things the client will need to to renew. The client has 2 options below to keep the website up-to-date and protected from website hacks in the future. (a) The client can buy licenses for premium plugins used on his/her site in order to keep those plugins up-to-date. The designer will provide the information to obtain a license after Website Launch upon request by the client. In addition, the client will be responsible for making updates to his/her own site in the future. (b) The client may elect to enter an on-going Website Care Plan Contract so the designer will perform updates and manage all plugin licenses on the client’s behalf. CONTACT The designer can be reached by appointment via telephone or Zoom. Client meetings can be scheduled by appointment. The client will receive up to (2) meetings included in his/her package. Emails will be answered within 3 business days during the work week. The designer will respond to emails sent over the weekend and nationally observed holidays within 3 business days of the following business day. Any correspondence after 5pm EST/EDT on business days will be considered received the following business day. PAYMENT SCHEDULE Before work begins, the client will pay his/her project fee. Full payment if required prior to work beginning on the project. ACCEPTED PAYMENTS The designer accepts all major credit/debit cards for payment (Visa, Mastercard, Discover, American Express). Checks, cash or money orders will not be accepted. CREDIT CARD AUTHORIZATION Client authorizes Michelle Marin to charge the same credit card used to purchase the client’s package for any additional fees including: additional add-ons, additional revisions, and rush fees. ADDITIONAL FEES In the event that additional services/fees are added to the project. The client will be charged for additional fees including: add-ons, additional revisions, delay fees, or anything not included in the client’s package. Payment for additional fees are due in advance, prior to rendering any more work, and before the final product is delivered to the client. AUTO PAYMENTS In the event the client does not make full payment up front, the client agrees to allow the designer to set up auto payment using an automatic payment system tied to their establishment’s credit or debit card (30) days after the first initial payment. REFUND POLICY All sales are final. CHARGEBACK (a) In the event the client does a chargeback, client agrees to pay all fees related to the charge back including, but not limited to collection fees and fees charged by the payment processing company. (b) Client also agrees and understands that if a chargeback is made, they will be sent to collections to recoup all costs associated with the chargeback. NON-PAYMENT (a)  After (30) calendar days of non-payment, this contract will automatically be cancelled.  The full balance of the project is then due immediately. No refunds will be given. (b)  After (60) calendar days of non-payment all remaining balances will be forwarded to collections. (c)  If, after the project has commenced, any subsequent invoices are not paid within (30) calendar days, a 5 percent “delayed payment” fee will be charged. This initial 5 percent figure will be added upon each recurring (30) calendar day period until the full amount is received. (d) Client shall pay all collection or legal fees caused by delayed payments. (e) Payments will be credited to late payments first, then to unpaid balances. (f)  Designer will withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. (g)  All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges. CANCELLATIONS ALL SALES ARE FINAL. Should the client want to cancel the project there are no refunds.  All service fees are due immediately upon cancellation regardless of what stage of the project is in or what has been completed. This holds true even if the client cancels after the project is completed and whether or not the end product is delivered to the client. The designer will retain any work completed. All content provided by the client will remain in the client’s ownership. The designer may cancel the contract at any time during the project if the designer doesn’t feel that the client is a good fit. WARRANTY, OWNERSHIP, & INDEMNIFICATION (a) Client guarantees that any elements (graphics, photos, designs, trademarks, or other artwork) provided for inclusion in the web design are either owned by client or that he/she has permission to use them. In addition, the client will hold harmless, protect, indemnify and defend the designer from any claim or suit arising from the use of such work. (b) The designer guarantees that the work produced is original or properly licensed for commercial use. Before payment clearing, the designer retains ownership of all artwork. (c) After full payment (including additional design options, additional changes, and delay fees) clearing for the project, full copyright is given to the client. (d) The designer reserves the right to display and link to the completed project as part of the designer’s portfolio and to write about the project on websites, in magazine articles, and books about graphic design upon receiving written consent from the client. TERMS & CONDITIONS SUBJECT TO CHANGE
Online terms and conditions are subject to change without notice. The terms and conditions in effect at the time of each new order or delivery shall be those on the website at the time of such order or delivery. NONDISCLOSURE The client agrees not to share any of the designer’s concepts, art, or work with outside designers or agencies unless you have purchased the artwork release from the designer. This includes, but is not limited to design concepts, sketches, proofs and design work. In addition, the designer will also keep the Client’s ideas, artwork or content confidential unless written consent has been granted by the Client to do so. FORCE MAJEURE Any delay in the performance by the designer is not be a breach of this Agreement if such delay arises out unforeseen events such as storm, flood, hurricane, strikes, work stoppages or slowdowns, sickness, death, epidemic or quarantine restrictions and/or unforeseen equipment failure. LEGAL STUFF 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. ARBITRATION CLAUSE Both parties do hereby agree to resolve, through binding arbitration, any dispute that arises among the parties from date of entering into the contract. ENTIRE AGREEMENT Just like a parking ticket, you can’t transfer this contract to anyone else without the designer’s permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place. This contract is a legal document under exclusive jurisdiction of the courts of Tampa, Florida in the United States of America.