WEB SITE DEVELOPMENT AGREEMENT TERMS OF SERVICE  (TOS) ADDENDUM                    

THIS Terms of Service Addendum supplements any written contract between any Client and C O'Malley & Associates and establishes detailed specifications, parameters and elements for such contract.  In consideration of such contract Client and Developer agree:

  1. Web Site Elements. Website elements are assumed to be as described to developer and noted in Developer's notes, to be within the scope of the project. Developer shall NOT be responsible for errors resulting from content submitted that is confusing, conflicting or has errors nor any elements beyond the detailed scope of the project. Work beyond the scope of the project will be billed at the current hourly rate.  It is client's responsibility, if desiring to remain within the estimate, to provide direction, elements and content in the proper formats and expected quantity.  If no direction as to colors, fonts, style, design elements or other preferences are given, it is developer's discretion to choose what to use and any changes to bring the design in line with Client's preferences is billable to Client.
  2. E-mail/phone consultation Web design consultation by email or telephone, or helping clients learn to use their own web page editor or software are billed at the hourly rate with a 15 minute minimum. Travel, software or hardware required to complete the project, and telephone long distance charges are in addition to rates quoted. Additional education and consultation is at our hourly rate with a 1/2 hour minimum.  Acting as tech-support, requests for follow-up and content, lengthy phone consultation will be charged at the hourly rate with a 1/2 hour minimum.  In person meetings to discuss design ideas, SEO, changes, etc. requested by Client shall be billed at the hourly rate and will include drive time with an HOUR minimum, and are not included in the estimate. Support requests for Developers knowledge about the building of a website, hosting set up, domain set up, editing pages, SEO, payment options, software or other information shall be compensated as if Developer had done the work himself.  It is agreed Developers knowledge is a commodity and encompasses trade secrets that shall be compensated. 
  3. Page Content & Design will be created and added at the hourly rate and charged against the retainer (or billed if time goes beyond the estimated amounts). Content will be supplied in final format, as a .doc, .rtf, .txt file by email with spell check and final proofreading done by client to remain within the estimate.  If it requires typing, rewriting, editing, proofreading, spell checking or has complex formatting it will be subject to actual time used to make corrections. Changes to copy once it is on the page will incur extra charges unless it is Developers error or omission. If Developer is asked to research content, style, keywords, research industry styles, designs, or URLs for the website, it is at the hourly rate.  One page is assumed to be approx. 200 words per page or as specified in Developer's notes if Client wishes to remain within the estimated costs.  It shall be at Developers discretion when text or photos are extensive enough to add additional pages.  All corrections, changes, edits, additions are subject to a 15-minute minimum charge. (Its more cost effective to submit several changes at once rather than one small change each day for example).
  4. External Links Client must provide the actual address as well how they prefer the link to read and any accompanying logos.  If not specified, link text is at our discretion.
  5. Custom Graphics Includes a masthead graphic on the first page (which may or may not incorporate the company logo) but does not include a template for all other pages in your Web Site unless specified. Colorful lines and bullets, and colored and textured backgrounds may be included if desired. Rollovers, Flash, Scripts or other custom graphics such as special fonts and headings are not included unless quoted.  Any custom graphics are created at the hourly rate.  Flash banners or Flash graphics may be billed at the programming rate, depending on complexity. Text in fonts other than standard fonts (ie: Arial, Verdana, Courier) must be converted to images for viewing.
  6. Graphics Photos and graphics shall be provided by Client in .jpg, .gif, .tiff or .bmp format only. Other formats (ie: MS Works, Word image, etc.) may increase your costs as they must be converted.  Open source royalty-free sources of artwork will be used whenever possible; however, if a suitable image is not available, or requires purchase, edit or a use fee, Client will assume such costs. Client may provide his own graphics or photographs.  If Developer must search for a suitable graphic or photo, his time searching is a billable expense.  Developer can arrange to take quality digital photographs for Client for use on this website, for instance of Clients products, staff or facilities at the hourly rate, including any travel time, plus expenses related thereto.
  7. Meta Tags, Keywords, SEO, etc. Will be included only if requested and SEO work done will be compensated at the hourly rate.  It will be Clients responsibility to provide the desired keywords, titles, descriptions, etc.  If extensive SEO work is requested, it will be at the hourly rate or may be subcontracted to an appropriate specialist as deemed necessary by Developer.
  8. Submit photos slightly larger than you expect them to appear on the page. Photos can be cropped or made smaller, but cannot always be made larger without degrading the image. Clear images at least 150 dpi and slightly larger than anticipated is a good size for most uses. Please don't submit them extremely oversized if possible.
  9. Minor corrections. Any changes or additions made that are not Developers errors may be billed at the hourly rate.  Proofreading, editing, rewriting, SEO edits or other changes requested by Client will be charged at the hourly rate.
  10. Reply forms & email Client side scripting and no validation or spam blocking will be used unless the specifications state otherwise.
  11. Template Sites If a site utilizes a preformatted template, Client will be responsible for all costs in purchasing a template to modify.  If Client brings Developer a template to modify, modification will be at the hourly rate.  If Developer must search for a template, time searching will apply.
  12. Storage of website files will be for two years from site completion and sign off. Two years is the typical serviceable web life of any website that has not had significant updating and after that time there is no reason to keep obsolete files.  If you would like us to keep files longer, or make changes after significant time has passed, or you have made changes yourself in the interium, it is billable time to recreate or update the site as needed.
  13. It is client's responsibility to make us aware of any restrictions or legalities relating to your business or online store.  Examples would be restrictions put on attorney or financing web sites by law, sale of liquor, taxes and tariffs, etc. It is client's responsibilty to approve and assure that the site is in compliance.
  14. Domain Name & Hosting may or may not be included as determined by the contract and are not included in the web design estimate.  If unspecified, neither is included. Hosting/Domain costs are estimated based on our choosing appropriate hosting and domain providers for your needs.  Extra charges may be incurred if the client's choice of web hosting service does not use a standard operating system or does not support or provide features requested. Developer will retain records of any passwords and usernames for the site and will furnish them upon request to client up to one year after completion.  If client wishes to have Developer acquire hosting and/or domain on his behalf on an on-going basis, he will pay yearly set-up and maintenance fees, and one-year costs in advance, to Developer in advance for this service.   If Client chooses to use or maintain his own domain and hosting providers, set up will be at the hourly rate and will include any time needed for Client to become familiar with the provider.  If Client chooses to maintain these services himself and allows hosting or domain to lapse, there may be a significant retrieval fee in addition to re-setup costs. If Developer secures such services for Client, and Client wishes to maintain such services himself, Client will convert all billing and payment information to his own before renewal. Client agrees to provide credit card information when authorizing Developer to obtain services on his behalf and allows Developer to charge the card for such payments.  Client understands his needs may change in the future requiring changes in hosting provider or services, which would be at his own expense. Should there necessitate a change in hosting (availability, change in type of support, etc.) it will be at Clients expense. Developer does not warranty in any way the quality of service provided by third parties. Hosting and domain costs are not a part of the website estimate.  If Developer is enlisted to assist Client to renew, obtain or alleviate problems with domain or hosting, or must contact a previous developer for passwords, user, etc. the hourly rate will apply.  Typically all domains will be registered to the Client with Developers email address as technical contact (if possible), when building or maintaining the website.
  15. Account access Client agrees to give Developer access to his PayPal, eBay or other such merchant account, as necessary, for the sole purpose of setting up shipping, taxes and page layout. Developer will maintain a fiduciary responsibility to keep account numbers, passwords, and usernames in confidence. It shall be Client's responsibility to change all passwords when access to such accounts for development of the Web Site is no longer necessary. Client agrees Developer is not liable for any unlawful access to accounts even if passwords were in Developer's possession at the time. 
  16. Programming with PHP, VB Script, JavaScript, XHTML, ASP or other scripting will be billed at the programming rate that may be more than the hourly rate.  If programming must be redone due to changes, server incompatibility, or moving site, recoding will be billed accordingly.  Please give me your server passwords early to avoid this problem or allow us to help you choose a host. Projected hosting costs are subject to change without notice and may be limited by site requirements.  Open source royalty-free or local hosting sources of scripts, shopping carts, CMS, or other scripts/programming will be used to lessen the cost of custom work when possible.  However, if there is a purchase requirement, royalty, or use fee for such program or module, all associated expenses will be passed on to the client as necessary, including set-up expenses. If a custom solution is the best option in Developers opinion, or custom changes to an existing solution is necessary, Client will be responsible for all costs to create a custom solution and payment may be required in advance. Client is aware there are many products and it is not expected that Developer will have expertise with all of them.  Actual time spent learning a new shopping cart, CMS, programming or other feature will be charged to the Client unless such cart is in demand and Developer can reasonably expect to use this knowledge on future work. 
  17. Photos and Images are assumed to be 2-3 per page or as specified in Developer's notes, if Client expects to remain within the estimate. If not specified, this quantity will apply. Thumbnails with accompanying full size photo will count as 2 photos. Photo work will be done at the hourly rate. Animated gifs will be counted such that each frame will equal one image plus creation time. If work must be done to improve the quality of photographs supplied (brightness, color correction, blurry, cropping, straightening, removing the background, etc.), if photos must be scanned, or borders or effects are imposed, it is Developer's discretion to do this to build an attractive and functional page.  Client will submit only those photos he actually intends for the site, and will provide specific download information or the actual photo if the photo must be purchased from a stock photo site.  If Developer should have to search through photos (either online or Clients submissions) to find an appropriate one Developer will be compensated for his time.
  18. Developer may use some of their own photographs or sound files for the Web Site.  Developer will maintains ownership of the photographs, and only grants Client a non-exclusive right to use those photographs or sound files, and only on the Clients Web Site.
  19. Navigation Links for internal navigation are not limited but incorporating them will be at the hourly rate.  Navigation is assumed to be simple links unless noted or at Developer's discretion. Each site will include a reasonable number of external, email or bookmark links based on the site size and type.
  20. Any Other features as specifically outlined in Developer's notes. If unspecified, no other features are included.
  21. FTP is the preferred method of uploading to the hosting service.  Uploading is billed at the hourly rate and please note methods other than FTP may take considerably longer (i.e. Geocities, Tripod or other sites that require manual uploading).
  22. Email setup is not included unless specified. The type of email account (POP, Web, forwarded) and number of accounts will be determined by hosting/domain availablity and agreed upon and noted in Developer's notes. If not noted, no emails are included. Client is responsible for all set up time and fees for any email accounts.
  23. Contact Individual The Client shall appoint a sole Representative with full authority to provide or obtain any necessary information and approvals that may be required by C O'Malley & Associates LLC. The Client's Representative shall be responsible for coordination of briefing, review, and the decision-making process with respect to persons and parties other than Developer, and its subcontractors. If, after the Client's Representative has approved a design, the Client or any other authorized person requires changes that require additional services from Developer, the Client shall pay all fees and expenses arising from such changes as additional services at the hourly rate. This Client Representative is the named person at the end of this agreement.
  24. Design Concepts Developer will provide one design concept for Client unless otherwise outlined. The estimated amount is based on one round of minor alterations up to one hour's time. Alterations are performed upon Developer's receipt of hard copy documentation of explicit instructions describing the requested changes. Minor changes include but are not limited to: color or font style changes and/or other minor changes to the design such as movement/removal/addition of any design elements not requiring more than one hour to complete. Minor alteration time exceeding one hour but keeping the general design and layout of the design concept is charged at the hourly rate. Major alterations requiring the Developer to revamp the graphic design and/or layout of the site is considered to be an additional Design Concept and will be charged as such. It is Developer's discretion as to whether this requires a change order. Client's content will not be added until the Design concept is accepted with a signature. It is Clients responsibility to understand the scope of the project as outlined herein. It is not Developer's responsibility to research or provide examples of existing sites within Client's industry, features or shopping carts, without compensation.
  25. Viewing the site It is not within the scope of this agreement for Developer to solve Client's viewing problems on his own computer (such as not having JavaScript enabled, Flash installed, old computer or browser issues, etc.). Time spent assisting with these issues will be billed at the hourly rate. Viewing problems will be considered uniquely the Clients if Developer has uninterested 3 rd parties view the site and no significant problems are detected. Developer will provide screen shots to this effect.
  26. Browser Compatibility Designing a web site to fully work in multiple browsers (and browser versions) can require considerable, extra effort. It could also involve creating multiple versions of code/pages at additional cost. We represent and warrant that the web site we design for you will work in: Microsoft Internet Explorer (current version) and Mozilla Firebird (current version) on a Windows platform although it may not look identical in each. Though most designs will degrade well on a Mac, we do not warrant Mac operability as not all software, scripts or designs will work properly on a Mac. If you desire this capability, particularly for programming, expect the expense to be considerably more. While we will make reasonable efforts to design a fully-functional web site, our warrantee does not cover AOL, WebTV, Opera, text-based browsers or requested special effects that may only work in specific browsers or specific versions of browsers.
  27. Delivery of Web Site Developer will use reasonable diligence in the development of the Web Site and endeavor to deliver to Client an operational Web Site meeting Client's direction for color and style. Client acknowledges, however, that delivery will be based on developer's schedule and Client's ability to provide content and direction in a timely manner. The site is to be used only within the scope of the project and cannot be used to create new Web Sites based on the code or design, or selling or distributing code or graphics to a third party or to use on other sites without Developer's express permission. 
  28. Assignment of Project. Developer reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion.  A subcontractor's hourly rate may differ from that of Developer and will be billed in accordance with the subcontractor's rate.
  29. Work on Existing Web Sites. Work previously done by another firm or a template will be provided to Developer in a useable format. Developer will not be responsible for the coding or operability of such site. Any work required to correct coding will be at the programming hourly rate. If a site is partially done, the underlying coding may still require a significant amount of work. Content utilizing Flash will require an unlocked .fla file for editing or the work must be recreated at Client's expense. Sites created in Front Page, or other such editor, or that use frames or tables may require recoding at Client's expense. Additions or deletions to existing content will be at the hourly rate. It is assumed that if Client has contracted with Developer to enhance or change an existing site, Client indemnifies to Developer that he has sufficient copyright to the site to allow Developer to change, alter, copy, delete, download or edit in any way an existing site, including any underlying code, or graphics, without infringement of copyright statutes. Client gives Developer permission to access and download the site as needed and will provide hosting and domain passwords/usernames as necessary.
  30. Completion of project will be based on many factors. It is estimated the site will be ready for final approval a reasonable time after all content is received, all sign offs are received, and payment is made in full. The project may be delayed due to any number of factors beyond Developer's control including but not limited to incomplete content, confusing content, sign off issues, changes or additions/deletions to supplied content, force majeure, non-receipt of payment, host and domain availability, coding issues, software bugs and viruses, previously scheduled projects, rush projects, communication issues, etc. It is not Developer's responsibility to remind Client of Client's responsibilities during the course of the project.
  31. Delivery of Web Site Developer will use reasonable diligence in the development of the Web Site and endeavor to deliver to Client an operational Web Site meeting Clients direction for color and style.  Client acknowledges, however, that delivery will be based on developers schedule and Clients ability to provide content and direction in a timely manner. The site is to be used only within the scope of the project and cannot be used to create new Web Sites based on the code or design, or selling or distributing code or graphics to a third party or to use on other sites without Developers express permission. Client may provide Developer with any non-functioning links, typos, processing problems, etc. and all will be repaired at no charge to client. It is clients responsibility to test the final website thoroughly to ascertain complete functionality, if Developer is requested to test every link and process, it will be at the hourly rate. Repairs to a site that was made non-functional by a third party or client (including those using a CMS) will be at twice the usual hourly rate as it takes considerable time to troubleshoot and repair those kinds of errors.  Putting a backup on the server IF it exists, will be 3 times the hourly rate, so it is strongly recommended that those clients doing their own editing with or without a CMS purchase maintenance services which would provide a monthy backup and repairs at the regular hourly rate.
  32. Extension of project. Once the site is deemed final, Developer will perform any additional work at the current hourly rate, which may differ from the rate stated in the contract. The terms of this agreement shall survive for five years after the date that the site is deemed final. Accepting the work and at what rate will be at Developer's discretion. Changes must be made in writing (email or fax) and approved by email or fax. Changes or additions made under these terms will be billed at the next scheduled billing cycle and will be payable under the terms and conditions of this contract. A retainer may be required for major changes or additions and some work may require a new contract.
  33. Other Provisions. Developer does not warrant that the functions contained in these web pages or the Internet Web Site will meet the client's requirements or that the operation of the web pages will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages and Web Site is with client. In no event will Developer be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or Web Site, even if Developer has been advised of the possibility of such damages. It is highly recommended that complex or e-commerce sites do not go live until operating at Client's satisfaction as evidenced by a final sign off. However, if such site does go live at Client's request, Developer will not be responsible for any downtime, errors, or other technical problems or lost sales that may occur.
  34. Search Engines/Meta Tags No meta tags or optimizing will be provided and search engine submissions will be limited to 3 free providers unless otherwise outlined in the specifications. This may impact your rankings and additional search engine optimization is strongly recommended at additional cost. All submissions including those to directories, professional organizations, web rings, etc. will be billed at the hourly rate. Any SEO included will be outlined in Developer's notes. Developer makes no warranty or guarantee of any kind as to the rank that the site will attain in any given search engine. Developer shall not knowingly engage in any SEO practices that are considered "spam" or that may cause a search engine to penalize the website, such as using same-colored text to repeat keywords, inappropriate use of keywords, or indiscriminate linking with unrelated link farms.
  35. Survival Unless expressly specified otherwise, the terms of this Addendum shall survive the expiration of this Contract. 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.
  36. Copyright to Web Pages. Copyright to the finished assembled work of web pages produced by Developer will be transferred to client upon final payment. Client is assigned license to use as a Web Site, the design, graphics, and text contained in the finished assembled Web Site. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the client, and remain the property of their respective owners. Developer and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios and to display a small notation or banner on clients site with a link to Developer 's web page. At an additional cost (3 times the website invoices) the banner may be removed, or ownership of workup files tranferred (not already owned/licensed to a third party) or the site removed from our portfolio.
  37. Ownership Rights . Client shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Developer for use in the Web Site. Client shall hold the copyright for the agreed upon version of the Web Site as delivered (final output), and the Client's copyright notice may be displayed in the final version. Developer retains exclusive rights to pre-existing material they use in the client's project(s). Client does not have right to reuse, modify, resell or otherwise transfer material owned by developer or 3rd parties.  Developer retains rights to all original artwork, creation files, photographs used to create any custom graphics, and design and layout of the website.
  38. Client Updating.  If client wishes to do his own updates, it will be with software or embedded programming approved by Developer commonly called a content management system. This may include, but is not limited to, Macromedia Contribute, pMachine, MAMBO, a shopping cart, database, polls, or other such tools. The estimate reflects the extra work involved to make the site easily editable by such a tool, but does not include the purchase of the tool, or teaching the client to use the software or tool, which is an additional expense. If Client chooses to make his own changes and causes errors, they may be corrected at the then current hourly rate.  
  39. Client agrees to inclusion on Developer's mailing list.
  40. Use of Website Client agrees to NOT use the Website to:
    1. upload, post, email, transmit or otherwise make available any Content (as defined below) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
    2. harm minors in any way;
    3. impersonate any person or entity, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
    4. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
    5. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose;
    6. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
    7. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
    8. "stalk" or otherwise harass another; or
    Client understands and agrees that any attempt to break security or to access an account that does not belong to Client will be considered a material breach of these parameters, and such breach may result in possibly referral to law enforcement authorities. Unauthorized access to the the testing server, restricted portions of the server (restricted files) is a breach of these parameters whether or not such activities are a violation of law and Client may be subject to damages of 10 times the estimated contract amount. Further, you are required to take reasonable security measures to prohibit others from unauthorized access (ie: not giving out the URL of your site's temporary location to customers and colleagues).
  41. Payment Client agrees that all retainers and payments made are non-refundable.
    1. Client agrees to make all payments payable in the form of check, money order, cashier's check, by providing credit card information or through PayPal (Visa, MasterCard, American Express, Discover accepted). All payments are to be made to C O'Malley & Associates (for PayPal: cindy@c-omalley.com) by the 15th of the month or late fees will be incurred. An email notifying of late fees may be sent when the account is past due when late fees have been applied.  After the 15th of the month, late fees will be applied immediately and the balance will roll over to the next month.  Any payments or partial payments will be applied to late fees first, then the balance due. Late fees will continue to accumulate until the bill is paid in full.
    2. Site review consultation charges will take effect 24 hours after consultation has ended and will be due and payable within 10 days or the next billing period, whichever is sooner. Client has the option of retaining services of Developer within 24 hours and consultation fee will be waived.  If services are retained within 10 days, the fee will be discounted 15% as a line item on the first billing.  Client agrees that acceptance of any in-person on-site consultation or meeting is acceptance of agreement to pay for time and services provided, including drivetime.
    3. A retainer is due upon signing the contract with the balance of the minimum estimated amount due in 10 days regardless of the status of the project. Client will be billed monthly or as necessary, for all work as it progresses, and shall make payment within 15 days of invoice, or incur significant late fees.  All invoices mailed on or around the 1st of the month and are due on the 15th of the month regardless of actual receipt, or late fees will apply.  We will send a reminder after the 15th for all accounts that have had late fees applied.
    4. In case the client has not secured Web space on a web hosting service, or  given to Developer permission and the means to secure space by completion, the web pages may be delivered to the client on diskette or attached to an E-mail message. Uploading pages via FTP and advertising the pages to Web search engines occur only after the site is complete payment is made in full. All payments will be made in US funds drawn on US banks. 
    5. Sales tax of 6% may be charged to Michigan residents, based on the entire amount and included in the final payment. 
    6. A 5% cash discount is automatically assumed, Payments made through PayPal or by Credit Card will incur a 5% surcharge. 
    7. A credit card must be provided that may be charged should Clients account become deliquent.
    8. Accounts more than 90 days past due will be turned over to a collection agency, will incurr a significant collection fee, and may be subject to court action.
    9. It is Client's responsibility to know our billing policies and when accounts are due, and if a bill is not received, to call and ask for a replacement. Non receipt of bill does not negate late fees for nonpayment.
    10. Payments that are 45 days overdue (from invoice date) shall be charged to any on-file credit card with applicable late fees and surcharges.
    11. If payment is not made within 90 days, it will be turned over to collections at Developer's discretion, along with additional fees for preparing the account for collections as well as all late fees, service charges, or finance charges. All licenses and ownership of the website will become the sole property of Developer with no claims by Client.  Any remaining time on domains or hosting may be transferred to the administrative contact and sold at their discretion on the open market to recoup losses.
  42. Abandonment/Failure to Pay C O'Malley & Associates reserves the right to change the terms herein including but not limited to increasing its fees. If C O'Malley & Associates is waiting on materials or approvals to complete the project for more than 60 days, the full maximum (or minimum if no maximum is determined) estimated amount is due immediately, and we start at a $0 balance should Client decide to continue the project at a later date unless a monthly continuation fee is paid to keep the account active.
    1. If any bill remains unpaid for more than 10 days, it will accrue significant late fees each month until paid in full. If it goes more than 90 days past due, Developer may assign unpaid late balances to a collection agency for appropriate action and assess a collection fee.   In the event legal action is necessary to collect on balances due, Client agrees to reimburse Developer  for all expenses incurred to recover sums due, including attorneys' fees, collection costs and other legal expenses.
    2. Client understands he is not Developer's only client and shall provide information, direction and content in a timely manner or Developer shall have the right to terminate or postpone his project until time permits. If all content is not forthcoming, based on project size, the project may be considered abandoned at Developer's discretion. Developer may charge a monthly continuation fee for incomplete projects held up due to lack of content, communication from Client, direction or sign-offs.
    3. Client may terminate the project with one-week notice in writing and payment in full. In the event Client fails to pay charges, or C O'Malley & Associates is unable to bill you, or is unable to bill outstanding sums to your credit card; Developer reserves the right to bill outstanding sums to your credit card or to send an invoice directly to you. You also agree to pay all current charges as well as taxes and fees assessed against you on the charges, late payments, interest or other fees as stated on your bill.
    4. Client will also be charged a fee for any check returned to Developer. 
    5. In the event of non-payment, or incomplete payment of invoiced amounts, Developer reserves the right to remove the site. A charge will be incurred to re-establish the site and late fees will apply.
    6. If a site is abandoned due to nonpayment of domain or hosting, or removed from the Internet at Client's request, the site license reverts to C O'Malley & Associates ownership.  At our discretion the site may be sold or auctioned on the open market, and will include transfer of domain or hosting ownership to developer or purchaser as necessary.  Client waives all rights to the domain(s) and any time remaining for hosting services.
    7. If a site is inactive for more than 3 months, it is considered inactive and may be archived off developer's computer. Time charges may apply for retrieving archived files from storage or from the server for editing.
    8. If lack of payment occurs for maintenance or changes to website, non-payment of hosting or domain, or non-payment for other such work, such items may become the property of Developer until payment is out of arrears, and a reinstatement fee shall be assessed. Developer reserves the right to obtain expired domains without compensation to Client. If domains/hosting are allowed to expire they may require significant fees to re-obtain the domain/hosting from the provider, as well as compensation to Developer to reinstate such domain/hosting.
  43. Stop Work Developer has the right to stop work on the Project if Client fails to pay within 15 days of invoice, and Developer may retain all materials created for or provided by Client in furtherance of this Project, until such time as Client pays what is due. Developer shall not be obligated to provide any files, images or other Project materials to any third party at Client's direction unless and until Client has paid all sums owed to Developer to date.
  44. Rush work will be invoiced at the premium rate without guarantee. Requests for rush service must be made in writing (postal mail, email or fax) or work will be scheduled to best serve all clients.
  45. Confidentiality. Client and Developer acknowledge and agree that Proposals, Specifications  and all other documents and information related to the development of the Web Site will constitute valuable trade secrets and will be kept confidential. Client shall not discuss the price charged by Developer for this Project with any third party not a party to this Contract.
  46. Limited Warranty and Limitation on Damages . If the Web Site does not conform to the specifications as outlined, Developer shall be responsible to correct the Web Site without unreasonable delay, at Developer's sole expense and without charge to Client. Developer will bring the Web Site into conformance with outlined specifications. This warranty shall be the exclusive warranty available to the Client. Client waives any other warranty, express or implied. Client acknowledges that Developer does not warrant that the Web Site will work on all platforms, print, or print as viewed due to the nature of web browsers. Client acknowledges that Developer is not responsible for the results obtained by the Client on the Web Site. Developer is not responsible for any errors or omissions, express or implied except to correct the error when discovered.
  47. Independent Contractor Developer is retained as an independent contractor. Developer will be fully responsible for payment of their own income and social security taxes on all compensation earned under this Agreement. Developer understands that they will not be entitled to any fringe benefits that Client provides for its employees generally or to any statutory employment benefits, including without limitation worker's compensation or unemployment insurance.
  48. Adjustments Any work outside the job scope of the original price quotation is additional work, and will be invoiced at the then current hourly rate as an additional cost. If specific software is required to develop Client's site that Developer would not have use for otherwise, Client agrees to the purchase of such software for Developer's sole use. Developer agrees to provide Client with an invoice of services provided.
  49. Ongoing Relationship Future miscellaneous updates, additions or changes may be billed and completed in accordance with the terms of this contract, not necessitating a new agreement, unless work shall be completed on an ongoing regular basis (i.e. Monthly, weekly) or the scope of the project is extensive enough to warrant a new contract. Any and all work done after completion of the site under the terms of this agreement will be at then current rates. Terms and rates are subject to change without notice. If proper sign offs are not returned upon completion of the project, determination as to completion status is at Developer's discretion.
    Legal Provisions
  50. Entire Agreement This Agreement Addendum is binding to any contract entered into with Developer including any implicit or implied, verbal or otherwise. 
  51. Ownership of Photographs and sound files Developer may use some of their own photographs or sound files for the Web Site. Developer will maintains ownership of the photographs, and only grants Client a non-exclusive right to use those photographs or sound files, and only on the Client's Web Site.
  52. Responsibility for Theft and Attorney's Fees Developer has no responsibility for any third party taking all or any part of the Web Site, destruction to, or hacking the site. If it is found that any party removes or downloads all or part of the Web Site in development, and is then posted on the World Wide Web on Client's behalf before payment is received in full - Client will be responsible for damages every day it is viewable. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees. Both parties agree arbitration is the preferred method of resolving disputes and will be attempted before litigation.
  53. Maintenance & 3 rd Party Services Client and Developer may negotiate a fixed monthly or yearly price for regular maintenance, or maintenance based on a 'refillable' retainer, if Client anticipates regular or periodic changes to the site. All monthly maintenance and set-up fees for hosting, shopping carts, search engine submissions, content management software, "advanced" searches, statistics, guest books or other subscriptions that are not offered without fee by a third party will be in addition to design costs. Such services are subject to change without notice and in no way is Developer liable for third-party subscription offerings. If these offerings change and necessitate changes to the Web Site, any changes will be billed at the hourly rate. All payments for initial set up and the service are the responsibility of client.  After site completion, changes or edits requested by telephone may require an estimated retainer paid in advance.
  54. Offensive Material C O'Malley & Associates reserves the right to refuse to terminate this agreement for any site that avocates or includes illegal, spamming, libelous, defamatory, obscene, pornographic, or offensive material, whether hosted, emailed, included or linked to.  It is our sole discretion whether such material is deemed offensive and must be removed.
  55. Transfer of Rights In the event Developer is unable to continue maintenance of the Web Site, the client shall have non-exclusive rights to use pre-existing material as is, without alteration (except for work-up files which may be purchased separately) owned by the developer in connection with the client's Web Site. 
  56. Section 508 Developer warrants only that the site was checked for common compliance issues at the time and does not warrant compliance since technologies supportive of 508 are changing constantly. Developer may make suggestions, but it is solely Client's responsibility to be in compliance with any state or federal laws concerning the Web Site created. Compliance or compliance check is not included unless stated requested and included in specifications.
  57. Terms of Service, provisions, and elements are subject to change without notice. C O'Malley & Associate's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

Addendum to the Terms of Service regarding: WOMC Coupon Redemption terms here
Addendum to the Terms of Service regarding: HotNReady Website Offer
 Addendum to the Terms of Service regarding: Ugly Website Contest Winner
Addendum to the Terms of Service regarding: eBay Website Purchases