WEB SERVICES DESCRIPTION
Web Services. Web Services by Dreams allows you to showcase your business and services online with a high-performance, professional-looking website created and managed by experts. Compared to traditional web development services, this is the most cost-effective way to establish an online presence for your business. Instead of paying a large upfront cost for a fully functional and professional website, Dreams offers a similar service for a small one-time setup fee and a small monthly fee to keep the site running as long as you need it. This solution allows you to quickly establish an online presence for your business at an affordable price, with a guaranteed professional design and the latest coding techniques.
Web Assistant Pro. Web Assistant Pro is a bonus service that provides assistance with updating text content, adding photos, and URLs, adding testimonials, replacement of banners or images, link troubleshooting, contact form validation, and adding content to your website. Additionally, you can request a fresh Home page design upgrade once a year to update the look of your website and maximize your online branding. This will ensure that your site stays modern and functions properly every year. You can make this request after your first year of service. Web Assistant Pro (Business) is typically priced at $199 per month, but it is being included as part of your contract at no additional cost as long as you are up to date with your payments.
Web Hosting and SSL. Dreams will provide fast, secure & robust web hosting and ssl as part of your agreement at no additional cost, saving you the typical $350 per year. This service is typically priced separately, but it is being provided free of charge as part of your contract.
This contract for Web Services includes: website, domain (optional), web assistant pro and web hosting services.
Use of Web Services. The Client acknowledges that he/she has been granted exclusive permission to use the Web Services only for the duration of this Website Agreement. The Client understands that the Web Services are the sole property of Dreams and cannot be used on another server, modified, or sold by the Client during the term of this agreement and after its termination. If the Client wishes to continue using the Web Services after the commitment period, will be required to continue paying the monthly fee. The commitment period specified in this web development contract is designed to ensure that both parties acknowledge and agree that the development of the website represents a significant investment of time, effort, and resources. The commitment period is intended to cover a portion of the website’s total value, and to protect the interests of both parties by mitigating the opportunity cost associated with the development process. By entering into this agreement, both parties acknowledge and agree to bear this investment upfront, in order to ensure the successful completion of the project and the realization of its full potential value. Upon the completion of the commitment period, the Client may choose to continue paying the monthly fee in order to continue using the Web Services or terminate their use of the Web Services without incurring a termination fee, however, the Web Services will be disconnected.
1. Service. Dreams will provide the Web Services that the Client (also referred to as “you” and “your”) purchases from Dreams pursuant to these Terms (“Terms”). Each such purchase will be set forth in a purchase order agreed to in writing by both parties that sets forth the Web Services being purchased, applicable fees, the date the Web Services starts (“Service Start Date”), the duration of the Web Services commitment (“Commitment Period”), and any renewal terms, among other information (“Purchase Order”). Each agreed-upon Purchase Order is governed by and incorporated into these Terms, and the Client’s initial Purchase Order is hereby attached hereto.
2. Fee. The Client will pay Dreams the fees speciﬁed in the Purchase Order for the duration of its term. The fees are ﬁxed for the duration of the Commitment Period speciﬁed in each Purchase Order, but may be modiﬁed by Dreams thereafter by providing one (1) month’s prior written notice to the Client. All fees are net of any taxes the Client may be required to pay in its taxing jurisdiction. Payments are due three (3) business days in advance of the billing cycle date as set forth in the Purchase Order. The billing cycle for this service is set to begin on the ﬁrst of every month. If you start the service after the ﬁrst of the month, the fee will be prorated accordingly. If payment is not received or there are errors in billing, these amounts will be reﬂected in late fees. The interest of $20 per day will be added to any unpaid balances. If the client’s payment method fails or their account becomes past due, Dreams may utilize other collection methods to retrieve the outstanding amount, and the Client agrees to cover all associated expenses, including reasonable attorneys’ fees1. Service. Dreams will provide the Web Services that the Client (also referred to as “you” and “your”) purchases from Dreams pursuant to these Terms (“Terms”). Each such purchase will be set forth in a purchase order agreed to in writing by both parties that sets forth the Web Services being purchased, applicable fees, the date the Web Services starts (“Service Start Date”), the duration of the Web Services commitment (“Commitment Period”), and any renewal terms, among other information (“Purchase Order”). Each agreed-upon Purchase Order is governed by and incorporated into these Terms, and the Client’s initial Purchase Order is hereby attached hereto. 2. Fee. The Client will pay Dreams the fees speciﬁed in the Purchase Order for the duration of its term. The fees are ﬁxed for the duration of the Commitment Period speciﬁed in each Purchase Order, but may be modiﬁed by Dreams thereafter by providing one (1) month’s prior written notice to the Client. All fees are net of any taxes the Client may be required to pay in its taxing jurisdiction. Payments are due three (3) business days in advance of the billing cycle date as set forth in the Purchase Order. The billing cycle for this service is set to begin on the ﬁrst of every month. If you start the service after the ﬁrst of the month, the fee will be prorated accordingly. If payment is not received or there are errors in billing, these amounts will be reﬂected in late fees. The interest of $20 per day will be added to any unpaid balances. If the client’s payment method fails or their account becomes past due, Dreams may utilize other collection methods to retrieve the outstanding amount, and the Client agrees to cover all associated expenses, including reasonable attorneys’ fees.
IF THE CLIENT PROVIDES DREAMS WITH CREDIT CARD AND/OR DEBIT CARD, THE CLIENT AUTHORIZES DREAMS TO USE SUCH PAYMENT INFORMATION TO AUTOMATICALLY CHARGE THE CLIENT ON A RECURRING BASIS TO COLLECT ALL FEES DUE HEREUNDER. THE CLIENT REPRESENTS THAT HE OR SHE IS AUTHORIZED TO INCUR CHARGES AGAINST THE PAYMENT CARD USED TO PURCHASE WEB SERVICES FROM DREAMS. ALL PAYMENTS ARE NON-REFUNDABLE. CLIENT MUST NOTIFY DREAMS IF THE PAYMENT CARD INFORMATION HAS CHANGED OR HAS BEEN UPDATED.
3. Representations and Warranties. Each party represents & warrants to the other that it’s duly organized, validly existing, & in good standing under the laws of the jurisdiction in which it was organized; all contact & entity information is complete, correct, & current, & the execution & delivery of the Terms, & the performance of the transactions contemplated hereby, are within its corporate powers, & have been duly authorized by all necessary corporate action. The Client represents and warrants to Dreams that any information or materials (photos, images, logo, text content, emails, link referrals, etc.) that the Client provides in connection with Web Services (“Client Content”) will (a) be true and complete, (b) not contain any material that is unlawful, defamatory or obscene, or that infringes or violates any third-party rights (including any intellectual property rights or privacy or publicity rights) or that may encourage a criminal offense or otherwise give rise to civil liability and (c) comply with all applicable laws and regulations in its performance of the Terms.
The Client further represents and warrants to Dreams that the Client will not authorize or induce any other party, to: (x) generate automated, fraudulent or otherwise invalid web trafﬁc; (y) use any automated means or form of scraping or data extraction to access, query or otherwise collect Dreams content from the Site, except as expressly permitted by Dreams or (z) perform updates, upgrades or modiﬁcations to the Web Service by any third-party. All rights not expressly granted to the Client hereunder are reserved by Dreams.
4. Upgrades. Dreams understands that the Client may request design changes or updates to Web Services that have already been built to the Client’s speciﬁcations. Dreams will provide Web Assistant Pro within this Website Agreement as stated in the Purchase Order. To that end, be advised that this Website Agreement does not include the creation of additional form pages, e-commerce integrations, logo modiﬁcations, extra module integrations, plugin modiﬁcations, plugin creation, designs for printing, marketing services, video production, funnel creation, landing pages, search engine optimization, content management systems (cms), or any other service that is not speciﬁed in the Purchase Order. If such upgrades are requested, the Client will be quoted separately by Dreams. The nature of this Website Agreement makes Dreams the only company to perform any updates or upgrades in the Web Services.
5. Termination. These Terms become effective between the parties as of the date the Client executes the Website Agreement (the “Effective Date”). Each Purchase Order will become effective on the date of the Client’s signature, and will remain in effect until terminated as provided below. The Client may terminate the Purchase Order by providing written notice, including email, to Dreams on or before the 15th day of the month in order for the Purchase Order to terminate at the end of that month. If the Client provides written notice after the 15th day of the month, then the Purchase Order will terminate at the end of the following month. Any termination by the Client during the Commitment Period after the Web Services Setup is completed is subject to payment of an Early Termination Fee as set forth in the Purchase Order, and as explained below.
RECOGNIZING THE UP-FRONT WORK, DESIGN, DEVELOPMENT AND OPPORTUNITY COSTS THAT DREAMS BEARS IN CONNECTION WITH THE CLIENT PURCHASE ORDERS, AS WELL AS OTHER DAMAGES THAT BEAR A REASONABLE RELATIONSHIP TO THE RANGE OF ACTUAL DAMAGES THAT, AS OF THE EFFECTIVE DATE, THE PARTIES ANTICIPATE WOULD FLOW FROM AN EARLY TERMINATION BY THE CLIENT, AND IN RECOGNITION OF THE DISCOUNTED PRICING OFFERED BY DREAMS IN EXCHANGE FOR THE COMMITMENT PERIOD, THE CLIENT AGREES TO PAY THE EARLY TERMINATION FEE SET FORTH IN ANY PURCHASE ORDER, IF THE CLIENT TERMINATES ANY SUCH PURCHASE ORDER AFTER THE EFFECTIVE DATE AND BEFORE THE END OF ITS COMMITMENT PERIOD. IN THE EVENT OF TERMINATION, DREAMS WILL DISCONNECT/DISCONTINUE/TURN OFF ALL WEB SERVICES.
6. Indemnifications. The Client will indemnify, defend, and hold Dreams and its officers, directors, agents, and employees harmless from and against any and all claims, actions, losses, damages, liabilities, costs and expenses (including but not limited to attorneys’ fees and court costs) (collectively a “Third Party Claim”) arising out of or in connection with (i) the Client Materials, Client Instructions, (ii) any breach of representations or warranties provided under these Terms by the Client in Section 3. Dreams will notify the Client promptly of any Third Party Claim for which it seeks indemnification and will permit the Client to control the defense of such Third Party Claim with counsel chosen by the Client; provided, that the Client will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of Dreams without Dreams’s prior written consent.
7. Choice of Law and Arbitration. a) Any claim, controversy, cause of action or dispute that might arise between the Client and Dreams (“Claim”) will be exclusively governed by laws of the United States of America and the State of New York or giving effect to any principles that may provide for the application of the laws of another jurisdiction. The Client agrees that any subpoena, third-party discovery request, or other third-party process directed to Dreams must issue from, or be domesticated by, the state or federal courts located within New York City, New York. (b) All Claims must be exclusively and finally resolved and settled by final and binding arbitration administered by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) before a single arbitrator who is a member of the AAA. Arbitrations will be held in New York City, New York, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents.
The arbitrator will issue a ruling in writing, and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected on appeal to a court of competent jurisdiction for such errors. The arbitrator’s ruling will otherwise be final and binding on all parties, and may be entered in any court of competent jurisdiction. NOTWITHSTANDING THE FOREGOING, FOR ANY CLAIM THAT IS NOT SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN NEW YORK CITY, NEW YORK.
(c) THE CLIENT AND DREAMS AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH THE CLIENT AND DREAMS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SUBSECTION (C), AND THIS SUBSECTION (C) IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
10. Miscellaneous. (a) Any of the Client’s terms or conditions that are in addition to or different from those contained in or added by way of interlineation to the Website Agreement, including any Purchase Order, as originally provided to the Client by Dreams that are not separately and expressly agreed to in writing by both parties are deemed immaterial and are hereby objected to and rejected by Dreams. No conditions, printed or otherwise, appearing on other contracts, orders or copy instructions that conflict with, vary, or add to this Website Agreement will be binding on Dreams, and any conflicting or additional terms contained in any other documents or oral discussions are void. The Website Agreement embodies the entire and exclusive agreement between the parties, respecting the subject matter herein, and supersedes any and all prior related oral, emailed or written representations and agreements between the parties. No statements or promises by either party have been relied upon in entering into the Website Agreement, except as expressly set forth herein. Each party shall not disclose the terms or conditions of the Website Agreement to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. (b) Anyone agreeing to the Website Agreement on behalf of the Client represents and warrants that it has full legal power and authority to enter into the Website Agreement, perform its obligations hereunder, and authorize the fee payments set forth in the Purchase Order(s). (c) Notices under the Website Agreement must be in writing and sent via the following methods. Dreams may provide effective notice to the Client by registered or certified mail, commercial courier or by sending an email to the email address specified in the Client Information section, and the notice will be deemed received when received by the Client, but no later than two (2) days after dispatch by Dreams. Any notices sent by the Client to Dreams must be sent via registered or certified mail, or commercial courier to its General Counsel at Dreams Design Group Inc., 442 5th Avenue, #1831, New York, NY, 10018, though notices of termination for convenience may also be sent via email, and will be deemed received when Dreams confirms the receipt of the notice. (d) Any conflict among the Terms and Purchase Orders will be resolved first in favor of the Purchase Orders (most recent first, if applicable), then the Terms. The Website Agreement may not be amended or modified except as agreed upon in writing by the parties. No provision in the Website Agreement may be waived, except pursuant to a signed agreement executed by the party against whom the waiver is sought to be enforced. The Client may not assign any rights or obligations under the Website Agreement without Dreams’s prior consent, and any purported assignment by the Client shall be void. If any provision of the Website Agreement is held to be invalid or unenforceable, the parties will either substitute, for the affected provision, a valid or enforceable provision that approximates the intent and economic effect of the affected provision or strike such provision without further prejudice to the Website Agreement such that all remaining provisions of the Website Agreement shall remain in full force and effect. Sections 6, 7, 8, 9, and 10 of the Terms will survive any termination of the Website Agreement.