Starfire Web Design Terms and Conditions for SEO Services, Website Design and all other services.
These Terms and Conditions are found in every agreement our clients sign. There are three ways to obtain a copy of any terms and condition from any contract.
- For a hard copy please notify us in writing by US Mail or overnight carrier to: Starfire Web Design, 5552 S Fort Apache Rd #110, Las Vegas, Nevada 89148.
- For an emailed copy you can go to the contact page of our website and fill out a request.
- To download a copy simply scroll down to the appropriate section and click the most recent version.
Current Terms and Conditions / August 1 2018 – Current
- Website Purchase Terms and Conditions – August 1 2018 – Current / Terms and Conditions for Website Purchases and Financing
1. Definitions. “You” or “Advertiser” means the individual or business entity listed above. “We,” “us” and “our” and “Starfire” means Indellable Inc. DBA Starfire Web Design. “Account” shall mean all work which you have contracted for us to complete for you. Your Account includes all contracts entered into between you and us.
2. Term. The initial term for this Agreement is for 12 (twelve) months unless otherwise specified in “details” noted on page 2 above in this Agreement. Unless cancelled in writing 30 days prior to its expiration, this Agreement will automatically renew for an additional 12 months and continue in 12 month increments thereafter until canceled. Additional services may be added without signing another agreement via email permission, however, if any additional services are added to your account the 12 month cycle starts over again on the date the additional service is added. Any changes or additions to service will update your Terms and Conditions to most recent.
3. Charges & Billing. You agree to pay the monthly rates identified in this Agreement for the Term. You also agree to pay any one-time charges listed on this Agreement and any taxes due on your Products. All payments are final and there are no refunds or exchanges of any kind, no exceptions.
4. Time Estimate. The time estimated to complete your website (or other project) is only an estimate and may vary depending on the complexity of said project. The time estimate given begins the date you submit the last of all the content needed to build the website, not the date of the execution of this Agreement. Again, this is an estimate an is subject to change without notice to you.
5. Order. By signing this form, digitally or by hand signature, you authorize us to publish the Products listed in this Agreement in the applicable digital platform. You authorize us to act as your agent in accessing and/or transferring any current website or web hosting platforms and to make any authorized changes to that website content. You agree that Starfire Web Design will place its branded link on your website, and that this branded link will remain on the website for the life of the website. You agree that even if the website is redesigned or hosted with another company, you may not remove the Starfire Web Design branded link for any reason, no exceptions.
6. Notices. All notices to Starfire must be sent via email to us at: email@example.com and mailed to: Starfire Web Design, 5552 S Fort Apache Rd #110, Las Vegas NV 89148. Following the execution of this Agreement, we have the right to correspond with you via email, telephone, and any other means. You agree that telephone conversations between you and us or our agents may be monitored and/or recorded (including recording oral Agreements).
7. Products/Publications/Distribution. If you have not purchased a website outright and paid it off in full, we reserve the sole right to determine (and may change at any time without notice to you) the design, content, size and appearance of, and the types of Products offered in our Digital Platforms. We reserve the right to determine how, where, how many, when, and whether they are published, distributed, reissued or displayed. We may reject all or any portion of the Products at any time and for any reason (even if previously approved). If rejected, we will, as our sole obligation, refund any advance payments for that Product. If we receive allegations of copyright or trademark infringement, we will remove the disputed content immediately. No refund shall be given for any materials removed.
8. Client Content. “Client Content” means content that you, or any person(s) with your company, supply to us, or ask us to use in your Products. Client Content includes, without limitation, photos or other images, video footage, logos, text, and/or artwork. Because you know your business better than we do, we place your Client Content and information on the website exactly as you provide it to us. Starfire will be happy to make corrections to your Client Content, but the same will be considered Additional Work as is defined hereinafter. You are solely responsible for the Client Content and will produce and deliver all Client Content in accordance with our then-current guidelines, procedures, technical requirements, and deadlines. If you fail to comply, we may cancel or suspend your Products with no refunds. You grant us a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, publicly perform, distribute (in any form or media), transmit by any means, and create derivative works from the Client Content in, and for the marketing and sale of, our Products and services.
9. Our Rights in Advertising Content. If we create or supply any content for your Products or design your Products, the content and the Products we create are our sole and exclusive property. We may supply such content to other Clients. You agree that you have no right to use our content or the advertising developed with that content in other advertising or materials in any other way, or to permit others to use the advertising or content without our written consent. If we build you a website we may use website with other clients.
11. Representations Regarding Client Content. As additional Client Representations, you represent and warrant that: i) the Client Content was created by you or your employees and you have the unrestricted right and authority to use the Client Content in any media or medium and in any Product, in the way it is used in such Product, media or medium and to give us the rights granted in the Agreement, or the Client Content was created by a third party who has given you written permission to use the Client Content in your Product, media or medium and to give us the rights granted in this Agreement; and ii) if the Content includes the name or a photo or other image or likeness of a person or persons, you have obtained from each such person (or from the parent or lawful guardian of any person who is under eighteen (18) years of age) the unrestricted and perpetual right to use the name, photo or other image or likeness in the manner contemplated by, and to grant us the rights under this Agreement. You acknowledge that each submission of Client Content that you make to us or our affiliates, be it offline or online, is made subject to these representations. You agree that we own the copyright in, and all copyrighted portions of, each Publications and Digital Platform. You agree not to use or alter any trademark, trade name, trade dress or any name, picture or logo that is commonly identified with us or our affiliates unless permission is granted by us in writing.
12. Domain. Any and all domains purchased by Starfire to use with any of your Products, are the sole property of Starfire. We own all domains regardless of what type of service we provide to you and the sale of a domain is at our sole discretion. If you pay any fee(s) for a domain(s), this is a rental charge only and not a purchase. Starfire does not purchase domains for clients or sell domains to clients.
13. Website purchase. If you purchase a website (with or without financing), you are bound by the terms of this Agreement and must fulfill all payment requirements in this Agreement. In the event of any non-payment / chargeback (regardless of the type of service or why payment is late / declined), the first day your payment is late, you authorize Starfire to transfer your domain(s) from your hosting account to our hosting account. Starfire is authorized to take possession of the website, as well as all content (and materials) associated with your account. You hereby agree to and to transfer ownership of the domain(s) and said content (even if you provided this content) to Starfire. This property will remain the possession of Starfire until all of your obligations pursuant to this Agreement are fulfilled. If all obligations are not met and your account is not paid in full (even when financing) within 30 days from the first day of delinquency, (including all fees assets to your account), all items become the permanent property of Starfire.
14. Website Hosting. You may move your website to another hosting service only if you have fulfilled all requirements of this Agreement in full and given 30 days’ written notice. The website shall transfer to you only after you have fulfilled all of your obligations under this Agreement. Submission to search engines is your responsibility unless you have paid us for this additional service. Hosting fees are subject to change without notice. You may change hosting providers at any time so long as you have fulfilled all monetary obligations under this Agreement including any other Agreements signed with Starfire and accounts have been paid in full.
14. Shopping Carts. You are responsible to provide labeled pictures SKU’s and product descriptions that match each Product. If there are any errors in the files provided to us that need to be altered, such items will be treated as Additional Work as is defined hereinafter. If we are connecting your new website to an existing shopping cart, changes or add-ons made to that shopping cart (unless otherwise stated in this Agreement) will be treated as Additional Work and treated as such.
15. Website Security / SSL Certificates. We only install SSL certificates on websites. Website security is your responsibility. Starfire Web Design and its partners are not responsible for your website security in any way. You agree that even with the purchase of an SSL certificate, the issuing party of the SSL (not Starfire) is responsible for ensuring your website is secure. If your website is compromised, please contact the SSL certificate issuer for further instructions.
16. Website Edits. This means changes to the content, pictures, colors, page titles, menu structure and other minor changes to the website that can be done within the framework of the chosen theme. THIS DOES NOT INCLUDE CHANGES TO THE THEME, WEBSITE STRUCTURE, THE LAYOUT OF THE WEBSITE OR ANY CUSTOM CODING UNLESS OTHERWISE NOTED IN THE “details of website build” SECTION ABOVE on page 2. This Agreement includes two rounds of edits of your website’s content (words, pictures, links and other provided material). We will begin building your website once you have provided us with all necessary content. Once your website is built, we will send you a preview link. There will almost always be some changes you would like made, so please take your time to review the website and make an itemized list of all the changes you would like done. Please send all the requested edits in a single email (edits will not be accepted by any other way). After we have made requested changes we will send you a final preview link to view the website. Please take the time to go over every single part of the website then email us back with any final edits that you would like to be made. If something is missed in the two rounds of edits, all further work will be considered Additional Work and treated as such. Again, edits DO NOT include custom coding.
17. Additional Work. Should you request that we conduct any work that is required by this Agreement, the same is considered Additional Work. Further, any changes to your Product after you approve your Product is considered additional work. You authorize us to charge you $150 per hour for any and all Additional Work, with a minimum billing of one hour. All Starfire services bill in one hour increments.
18. Acceptance of Work. You agree to review the Products and to notify us in writing of any errors no later than 24 hours after the final Product notification is delivered. If you do not notify us of errors, you accept our Product as completed without error and waive any right you may have to later claim that we need to fix any errors without additional charge. This does not include edits.
19. Limitation of Liability. To the fullest extent permitted by law, our total liability, in the aggregate, for Starfire, its officers, directors, owners, partners, employees, agents, and Starfire’s consultants for any work performed pursuant to this Agreement, and anyone claiming by, through, or under this Agreement for any claims, losses, costs, or damages whatsoever arising out of, resulting from or in any way related to this Project or Agreement from any cause or causes, including but not limited to negligence, professional errors and omissions, strict liability, breach of contract, or breach of warranty, or torts, shall not exceed the total compensation received by Starfire or $3,000, whichever is greater. You agree that we are not liable for consequential damages, punitive damages, incidental damages, or damages for harm to business, lost revenues, profits, or goodwill, or any other special damages, whether the claim is based on negligence, breach of contract or express or implied warranty, strict liability, misrepresentation, statute, tort or any other theory of recovery, even if you or we knew such damages could or may result. We disclaim any obligations, representations, or warranties, whether express or implied, that are not expressly set forth in this Agreement including any warranty of merchantability or fitness for a particular purpose. We do not make representations, including estimates, not contained in the Agreement, including without limitation the number of responses to your Products, the number of persons who will view your Products, or any other business benefit. The limitations in this section shall apply notwithstanding any failure of essential purpose under this Agreement. We are not liable to you for any deviation from or change in our policies, practices, and procedures, including without limitation those regarding the placement, position or location of Products, headings or categories.
20. Indemnification. You agree to defend, indemnify and hold us and our agents, representatives, employees, officers, directors, owners, partners, agents, and Starfire’s consultants and affiliates harmless from any liability or costs, including attorney fees and expenses, resulting from: i) any breach of a Client Representative; ii) your failure to comply with all Laws; iii) any act, omission or fault of you or your employees, agents or contractors in connection with the Products; iv) any claim that the Client Content or other information provided by you violates any applicable law or infringes on any third party patent, copyright, trademark, trade secret or other intellectual property or proprietary right; v) any communication through your Products or your collection or use of any information obtained through your Products or our digital platform; vi) any breach of any applicable export control laws; and vii) any transactions initiated through your Products and any payment processing services. You will continue to be obligated by this Section even after the termination of this Agreement.
21. Personal Guarantor. The individual signing this Agreement personally guarantees payments of all obligations contained herein to Starfire Web Design.
22. Payment. Payment is due in full when signing this Agreement. Your account is considered past due the first day your account is delinquent. Once your account is delinquent, we will at our election, without further notice to you: (i) require that the entire balance of all obligations under this Agreement (including all future payments) plus any interest accrued thereon shall be immediately due and payable to; (ii) suspend or terminate any Digital Product and/or services; (iii) assess late fees; (iv) send your account to collections; (v) recover all collection costs and attorney fees; (vi) pursue any other available legal or equitable remedies allowed hereinafter; (vii) charge your credit card on file for the full remaining balance of this Agreement including all fees associated with your account. You hereby acknowledge that the same is authorized. You further agree that you are not entitled to any refunds or exchanges of any kind and further. You also agree to not chargeback your credit card or block a check for any charges. If a chargeback(s) occur, the same will be reported to the authorities and the chargeback amount plus all collection fees, attorney fees and past due fees will be added onto the account total. It will then be sent to a collection agency and reported to the major credit reporting agencies. Upon your account becoming delinquent, you authorize Starfire Web Design to charge the full amount of this Agreement (less prior payments received) to your credit card on file and you agree you may not charge back this payment. If the account is delinquent, the website and other materials associated with your Account become our property until the Agreement is completed in full or within 30 days, whichever is sooner, including any fees associated with your account. At 30 days delinquent, if all items associated with your account have not paid in full for the full length of the Agreement, you agree that all materials associated with your account become the permanent property of Starfire and we may delete your website or other product associated with your account without notice to you. NO EXCEPTIONS.
23. If your account becomes delinquent (monthly or annual), the Client Content, website, domain(s) and all material and content associated with your account become the property of Starfire Web Design until your account, plus all associated fees, is paid in full within 30 days from the first day of delinquency. You agree to pay all charges in full by the due date. You also agree that you may not withhold any payment for any reason. All delinquent accounts shall accrue interest at the rate of twelve percent (12%) per annum until paid in full.
24. Miscellaneous. This Agreement is binding on and for the benefit of you and your successor(s). We may assign this Agreement. You may not assign any of your rights or delegate any of your duties under this Agreement without our prior written consent by Starfire. Except as otherwise set forth in this neither party will be liable for any damages arising from acts of God or events outside of that party’s reasonable control.
a. Governing Law. The laws of the State of Nevada applicable to contracts made in that State, without giving effect to its conflict of law rules, shall exclusively govern the validity, construction, performance and effect of this Agreement.
b. Invalidity. If any term, provision, covenant, or condition of this Agreement, or any application thereof, should be held by a tribunal to be invalid, void, or unenforceable, that provision shall be deemed severable and all provisions, covenants, and conditions of this Agreement, and all applications thereof not held invalid, void, or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby.
c. Entire Agreement. This Agreement, including any items identified on this Agreement, constitutes the entire Agreement between you and us and supersedes all prior Agreements and representations, whether express or implied, written or oral, with respect to the Products. In the event of a conflict between the terms of this Agreement and any applicable additional terms, the terms of this Agreement shall prevail.
d. Attorney Fees. In the event that any action or proceeding is instituted to interpret or enforce the terms and provisions of this Agreement, the prevailing party shall be entitled to its costs and attorney fees, in addition to any other relief it may obtain or be entitled to.
e. Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.
f. Negotiated Agreement. This is a negotiated agreement. All parties have participated in its preparation through their respective counsel. All Parties are therefore deemed to be its author. In the event of any dispute regarding the interpretation of this Agreement, it shall not be construed for or against any party based upon the grounds that the Agreement was prepared by any one of the parties. You are advised to seek the competent legal counsel before executing this Agreement.
g. Counterparts. This Agreement may be executed in multiple counterparts, which together shall constitute one and the same document. Facsimile copies shall have the same force and effect and original copies. Execution of this Agreement, given electronically, will have the same legal effect as if this Agreement had been personally signed in writing by you. Our imaged copy of this Agreement will be deemed a duplicate original for evidentiary purposes.
h. Review/Understanding of Agreement. EACH PERSON WHO SIGNS THIS AGREEMENT REPRESENTS AND WARRANTS THAT HE OR SHE: HAS CAREFULLY READ AND FULLY UNDERSTANDS THIS AGREEMENT AND ITS FINAL AND BINDING EFFECT; HAS BEEN AFFORDED SUFFICIENT TIME AND OPPORTUNITY TO REVIEW THIS AGREEMENT WITH ADVISORS OR ATTORNEYS OF HIS OR HER CHOICE; HAS HAD AN OPPORTUNITY TO NEGOTIATE WITH REGARD TO THE TERMS OF THIS AGREEMENT; IS FULLY COMPETENT TO MANAGE HIS OR HER OWN BUSINESS AFFAIRS AND TO ENTER INTO OR SIGN THIS AGREEMENT; HAS SIGNED THIS AGREEMENT KNOWINGLY, FREELY AND VOLUNTARILY; AND THAT THE ONLY PROMISES MADE TO INDUCE HIM OR HER TO SIGN THIS AGREEMENT AND RELEASE ARE THOSE STATED HEREIN.
25. Agreement to Mediate and Arbitrate All Disputes.
a. Definition of Dispute. A Dispute, as used hereinafter, shall mean any and all disagreements, controversies, or claims of any sort which arise from or relate to this contract or the breach thereof, including any claims based in tort, as well as any and all requests for emergency, injunctive, or equitable relief (a “Dispute”).
b. Mediation. Unless seeking emergency, injunctive, or equitable relief, if any Dispute arises, and if the Dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the Dispute by mediation administered by the American Arbitration Association under its then-current Commercial Mediation Procedures before resorting to arbitration. Any mediation shall be held within 45 calendar days of the request for mediation made in accordance with requirements of the Commercial Mediation Procedures, before a mediator selected pursuant thereto. The mediation shall be held in Las Vegas, Nevada.
c. Cost of Mediation and Consequences of Failure to Comply. The parties to any Dispute shall equally share the cost of the mediation, including administrative costs and mediator fees. Should a party refuse to pay its share of the costs of mediation, that party shall be in default of this agreement, and the Dispute may proceed directly to arbitration without mediation. Any costs or fees, including attorney fees, incurred by the non-defaulting party in pursuing mediation may be sought as damages in arbitration.
d. Arbitration. The parties further agree that any Dispute that is not resolved through mediation shall be settled by arbitration administered by the American Arbitration Association in accordance with its then-current Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Nevada Revised Statute 597.995 requires specific authorization and an affirmative agreement to have Disputes heard by arbitration. By signing below, I therefore declare and acknowledge on the date of execution of this Agreement that I and any company on whose behalf I am signing, do affirmatively agree to and give this specific authorization to submit to arbitration any Dispute arising between the parties to this Agreement, subject to this Paragraph 25, and that I am bound to the same, desire to have any Dispute decided by arbitration, and agree that this arbitration agreement is effective and binding against me/it.
e. Appointment of Arbitrator. The Dispute shall be heard by a single arbitrator. The Arbitrator, and not any court, shall have the sole authority to decide the Dispute, as well as to determine arbitrability of any Dispute. The arbitrator shall be an AV-Rated attorney with at least 20 years’ experience in business litigation.
f. Qualifications of Counsel. The Parties must be represented by counsel who are licensed to practice law in the state of Nevada.
g. Confidentiality. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties to the Dispute.
h. Payment of Arbitrator Fees, Administrative Fees, and Attorney Fees and Costs. The parties shall bear administrative fees and arbitrator costs in accordance with Commercial Arbitration Rules. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present any evidence or cross-examine witnesses. In such event, the other party shall be required to present evidence and legal argument as the arbitrator may require for the making of an award. In the event of such a waiver, the non-breaching party shall, at its election, be allowed to submit its evidence by written submission. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.
i. Location of Arbitration. The arbitration shall be held in Las Vegas, Nevada.
j. Time of Final Arbitration Hearing. The final arbitration hearing for any matter where the amount in controversy is less than $1,000,000 shall be held no later than 8 months from the date of the arbitration demand. For matters where the amount in controversy exceeds $1,000,000, the final arbitration hearing shall be held at a date and time that is proportional to the claims. Except as otherwise noted hereinafter, hearings will take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in-person hearings.
k. Mandatory Exchange of Information. In all matters, regardless of amount in controversy, the parties shall exchange the following information within 20 days of the appointment of the Arbitrator(s) without further order form the Arbitrator:
i. The parties shall exchange the name and, if known, the address and telephone number of each individual likely to have information regarding any matter not privileged which is relevant to the subject matter involved in this Dispute, regardless of whether it relates to the claim or defense of the party or that of another party to the Dispute. The disclosure shall include any witness anticipated for impeachment or rebuttal. The identifying party shall identify the subject(s) on which the witness will provide testimony.
ii. The parties shall also disclose and provide a copy of all documents, data compilations, and tangible things that are in the possession, custody, or control of the party regarding any matter not privileged which is relevant to the subject matter involved in this Dispute, regardless of whether it relates to the claim or defense of the party or that of another party to the Dispute.
iii. The Arbitrator may entertain a request to compel the exchange of Information not provided by a party in possession of the same.
l. Emergency and Equitable Relief. The parties agree that any and all equitable relief, including requests for injunctive or other emergency relief, shall be heard exclusively by the Arbitrator and not by a court. All such requests shall be heard in accordance with the then-current Commercial Arbitration Rules.
m. Discovery. The parties desire to conduct discovery proportional to the Dispute. If the claim in arbitration is for emergency, injunctive, or equitable relief only (no damages are claimed), then any and all discovery allowed pursuant to the then-current Federal Rules of Civil Procedure shall be allowed. If the Amount in Controversy (defined herein as the claim amount, including any counterclaims, but exclusive of interest, attorney fees and arbitration costs) is between $1,000 and $1,000,000, discovery shall consist of no more than three depositions per party, with each not to exceed 7 hours in length. If the amount in controversy exceeds $100,000, any and all discovery allowed pursuant to the then-current Federal Rules of Civil Procedure shall be allowed.
n. Timing and Type of Award. The arbitrator(s) shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by the arbitrator for good cause shown, or by mutual agreement of the parties. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. The award of the arbitrators shall be accompanied by a reasoned opinion. The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator(s), all of their costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the mediation and arbitration, including mediator and arbitrator fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, witness fees, and attorney fees.
26. Themed Website. If you have chosen a theme (template) for your website, we will only build within the framework of the theme you have chosen. This means THERE WILL BE NO CUSTOMIZATIONS (custom coding) TO THE WEBSITE. You can make requests to change many parts of the website within the constraints of the theme, however, if the theme does not allow the requested changes to be made within the theme’s provided framework we will have to write custom code. This is considered Additional Work and is billed at an additional $150 per hour for this portion of work and is NOT included in this purchase in this agreement unless otherwise noted in the “details of website build” on page 2 section above. Each theme is different, so we will not know what can be performed within the chosen theme’s provided framework until we begin the website build.
27. Custom Website. A custom website is defined as any website that is built in which we must write custom code to achieve the desired result. This applies to both themed and non-themed websites. There will be no custom code written for your website unless it is noted in the “details of website build” on page 2 of this agreement. If any custom coding needs to be written, the cost of custom coding is not a covered under this agreement and is billed at $150 per hour in one-hour increments on top of the purchase price.
28. Amendments. There shall be no amendments to this Agreement accepted in any way (including or agreements or by way of email) without the expressed written authorization of Rolando Ocio, President of Indellable Inc. You understand that in order for a change to be valid to your service or this Agreement, Rolando Ocio must sign the amendment. All other requested changes (even if accepted and agreed to by another employee) are null and void, NO EXCEPTIONS.
Archived Terms and Conditions
Januarary 2012 – Januarary 2015
- Website Purchase Terms and Conditions Download PDF
- Website Purchase with Shopping Cart Terms and Conditions Download PDF
January 1st 2015 – Download PDF
January 1st 2016 – Download PDF