These "Terms and Conditions" serve as a legal binding contract between the "Client" and "Exoro Choice" (the service provider).
By using the website hosted by Exoro Choice, herein referred to as the "Exoro Choice website", the Client hereby agrees to be bound by the terms and conditions hereof and to use Exoro Choice as permitted and not for any unlawful or inappropriate purpose. Any prohibited act or unauthorized use of the website shall be dealt with accordingly.
The application to avail of Exoro Choice's web services shall be processed according to the day the Client submitted his/her application and deemed approval and confirmation to these Terms and Conditions.
Definition Of Terms
1. Agreement. Agreement refers to the entire content of this Terms and Conditions including the Outline or Proposal documents and other important attachments as may be included by Exoro Choice together with any other supplements it may be adopted upon approval of the Contract or at a later date together with any exhibits, schedules and project samples.
2. Proposal. Refers to a set of documents presented to by Exoro Choice to the client embodying the description, scope and the duration of the project. It shall also specify the technology adapted for a certain project and may include any relevant data or samples when necessary. It also provide for the proposed budgetary requirements of the project, the mode of payment and manner of payment by Client to Exoro Choice. The proposal once approved by the Client shall form part of the Agreement entered into by the Client and Exoro Choice.
3. Other Fees. A reasonable amount of fee that is required to pay by the Client for the services rendered by Exoro Choice as set forth in Schedule of Payment. In the event of the termination of this agreement, the Client is required to pay a Kill fee to ensure that Exoro Choice is paid for the services done prior to the Client's cancellation of the project.
Exoro Choice is a company that offers web designing and marketing services ranging from original and magnetic web designing, interactive graphic designing, to animation of presentations. To engage the services of Exoro Choice, the following terms and conditions apply:
1. Web Design. Exoro Choice accepts web services like basic designing, blog designing, creation of Content Management System (CMS), E-Commerce development and designing, and flash designing, domain registration, and web hosting.
2. Graphic Design. Exoro Choice is capable of making web pages presentable by combining texts, colors, images and technology in a single platform with consideration as to what the client wants to impart to his/her audience. We cover graphic designing projects such as: brochures, business cards, characters/ mascots, flyers/posters/banners/, game design, graphic novel/illustration books, icons, layout, logo, and promotional products.
3. Animation/Cartoon Presentations. Exoro Choice offers to create animations or cartoons for your computer and programs for multimedia presentations. We cater to the following animations: character/ mascot, cartoon, tv titles/introduction, tv commercials, video editing.
4. Other Services. Other services include those services which may be contracted independently with the other services by 'piece-meal' contract or may be incorporated as part of the whole package as embodied in the proposal of the entire project.
The Terms and Conditions
1. Web Design. Exoro Choice upon engagement of its services to the Client, shall ensure that the Client has been informed and has read the Terms and Conditions of this Contract. Web Design services include:
a. Consultation. The Client gives Exoro Choice the information regarding concepts for how they want the web design to be. Their purposes, targeted audience, initial discussions about the terms, and the contract period should also be included.
b. Submission of the Quotation/Proposal. Exoro Choice will then submit to the Client a quotation/proposal embodying the details of the initial discussion. The quotation shall include all services which Exoro Choice will be providing to make the website functional. Other services shall append the domain name registration, web hosting as well as website designing. All services must be approved by the Client. Once approval has been communicated to Exoro Choice, a binding contract has commenced between the Client and Exoro Choice.
c. Mock-up Design. Exoro Choice shall prepare a mock-up design for review by the Client. From which the Client can create a numbered list of changes and/or required revisions of the design when necessary. The Client is only allowed one revision; otherwise, the next revision shall be billable at a regular hourly rate.
d. Publication. Exoro Choice shall assist the client in searching and registration of an available domain name and web hosting partner. Then publish the design online as scheduled.
e. Graphics. If Client will request mutiple graphical looks outside of the quotation, the Client will be charged with additional charges billed at regular hourly rate.
f. Monitoring. After publication, Exoro Choice will monitor the outcome of the web design and shall ensure that it is functioning accordingly as specified in the approved proposal.
g. Additional functionalities. All other functionalities outside of the scope of the proposal will be billed at the regular hourly rate.
2. Graphic Design. Exoro Choice upon engagement of its services by Client shall ensure that the Client has been informed and has read the Terms and Conditions of this contract. Graphic Design services include:
a. Initial Discussion: The client gives Exoro the information about his proposed design, the scope of work, style, content and the message of the project. The proposed design shold include the specifications required of the project and the duration as well as the deadline of the project. The cost of the project may likewise be included in the discussion to give Client a better picture of the project entered into;
b. Presentation of the Outline/Proposal. Exoro Choice shall present the outline/proposal of the project whose content is the consolidattion of all the discussion earlier agreed upon by the Client. The outline shall embody the content and purpose of the project. It will also present the dimensions, and required specification for the project whether for print or for webwork. The outline or proposal once approved by the Client will form part of the Contract between the Client and Exoro Choice;
c. Mock -up Design. Exoro will present a mock-up design to the Client based on the initial discussion. The Client shall clarify issues and may proposed changes in the design. Exoro Choice may present several multiple versions of the design; however, Client is entitled only to one revision. Any revision thereafter will be billed according to the plan applied to by the Client;
d. Publication. Exoro Choice shall publish the design online and shall ensure that the design effectively operates and the functionalities included in the quotation have been complied with.
3. Animation/Cartoon Presentations. Exoro Choice upon engagement of its services by Client shall ensure that the Client has been informed and has read the Terms and Conditions of this Contract. In making animations/cartoons presentation, the service may be divided into 3 stages: (1) Pre-Production Stage; (2) Production Stage and (3) Post-Production Stage. And the services included are as follows:
a. Initial Discussion. This refers to the pre-production stage where the parties discuss the scope of the project, target audience, style, content, the number of pages covered, the dimensions and specifications, artworks and sample designs. It will also include a discussion on the outline of the script and the purpose of the project design.
b. Project Proposal. Refers to the sypnopsis of the study. It will detail the timelines, deadlines, recommended technology for the project and the cost of the project.
c. Visual Presentation and Screening. Refers to the production stage where an animated production is presented to the Client. Changes, alteration or revisions may be proposed by the Client. However, the client is only entitled to one revision.
d. Animartic Presentation. Once the animatic is approved by the director the final presentation of the design either in print or web presentation follows.
4. Other Services. Other services may be optional or necessarily included in the Exoro services. If the Client choose to contract for the specific service, a different mode of payment may be entered by the parties. Such Services include:
a. Domain Name Registration
b. Secure Web Page Services (SSL). This refers to a Exoro web page which is kept secured and encrypted allowing Client to collect details and information in a means that it is difficult for other people to view the page.This is important to web business to secure payments and collections made by clients online.
c. Hosted Applications. Hosted Application means a software application or tool which is accessed and used, including the saving and retrieval of data, by logging onto the servers of the software provider via the Internet. In this section, Third-Party Supplier refers to the host of the Hosted Applications.
1. In the registration of the domain name, Exoro Choice is not subject to the naming authorities
terms and conditions in granting or denying the registration of the Client. It shall also be the responsibility of the client to use the domain name responsibly and in according to law. 2. Exoro choice shall have no part in any dispute between the Client and its third-party client involving the use of the domain name.
3. Exoro Choice at the beginning of the contract shall suggest a server to the Client or he/she may have already chosen a server. The Client shall use the server solely for its own beneficial use and for lawful purposes only and should exclude third-parties from unauthorized use of the same. The Client is also prohibited to perform the following: To knowingly or recklessly post, link or transmit:
i. any material that is unlawful, threatening, abusive, harmful, malicious, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable in any way;
ii. any material containing a virus or other hostile computer programs;
iii. any material that shall constitute or encourage a criminal offense, give rise to civil liability or that violates or infringes any trade mark, copyright, and other intellectual property rights or similar rights of any person, firm or company under the laws of any jurisdiction; and
iv. Unreasonable use of the assigned service and failure to conform to the standards made available by Exoro Choice upon execution of this contract
4. The client shall also ensure that the end users shall not make excessive or wasteful use of the server to the detriment of the Exoro Choice and its customers and clients.
5. Exoro Choice does not guantee the accuracy or quality in the flow of information received by any person or third-party via the assigned server for the Client. However, it shall use reasonable means to ensure the integrity and security of the server, but it does not guarantee that the server will be free from any unauthorized users or hackers or free from virus attack nor make warranty that the services offered will be error-free or free from any operation interruptions. It shall not be made liable for any loss or damage to any data stored in the server. The client is responsible to secure the data stored in the server.
6. The Client shall be responsible in sending mails in accordance with any existing legislation, including but not limited to Commonwealth Spam Act (2003) and to send the same in a secured manner. Exoro Choice shall take reasonable steps to ensure that the Client undertakes actions for accurate and prompt routing of messages. However, Exoro Choice shall not be made responsible for non-receipt of messages or misquoting or any other omissions. In the event that we deem the Client to be in violation of these policies, Exoro Choice reserves its right to terminate the contract and cancel the services of the client without prior notice.
7. All information relative to the identification, password and other confidential information relating to the Client's account will be kept confidential. The Client shall notify Exoro Choice immediately of any known or suspected unauthorized use of its account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of the Client's password and any important information. Notwithstanding such notification, the Client is liable solely for any and all uses of its account (and Website), authorized or unauthorized or improper use of its password or for any breach to any of the facilities or services offered by Exoro without the latter's fault.
8. Exoro shall undertake to effectively provide its latest technical 'know-how' to improve the ranking of the Client's Website in the Search Engine Results. It will continue to monitor the progress of the Client to ensure stability or improve its position.
9. By participating in EXORO SEO services, the Client's website will be assured that it will be updated and provided with better links. However, the Client should undertake appropriate review on any changes and will advice Exoro to remove the link it deemed not suitable and the latter shall see to it that unwanted links will be eliminated within 24 working hours after receipt of the report.
10. The sale of Search Engine Optimization Services is deemed final and no refunds or credits are available upon commencement of the program. The SEO program may be suspended for a period not exceeding 3 months of which billing will resume after the lapse of the 3-month period. If the Client opts to place to suspend the program for more 3 months, it shall notify Exoro Choice in writing 5 days before the 3rd month ends and the program shall be cancelled without prohibition to re-subscribe again at a later date.
11. Exoro Choice will ensure that the Client's monthly advertising budget has been fully utilized within the period. However, during fluctuations in search traffic, unspent budget will be carried over for the following month, no refunds or credits for other services may be allowed.
12. Monthly advertisements shall be payable one month in advance according to the approved contract. The contract cannot be altered, changed, or modified after billing has commenced for the period.
13. Exoro Choice follow certain rules and procedures to bring about qualified traffic to the Client's Website, but it does not guarantee the same performance to the Third-Party's traffic to the Client's Website or that such traffic will increase business sales or inquiries of third parties.
14. Set-up fees, Management fee, Advertisement fee and Landing Pages are payable in advance. Services shall only commence when until client's obligation is paid in full.
15. Changes to the Website without the recommendation of Exoro Choice consultants are strictly prohibited. For any unauthorized use of Exoro Choice services not covered by the contract shall be billed in accordance with the prevailing rate.
16. Client shall be charged additional fee for the transit of IP traffic which is beyond the amount specified in the service.
17. Client acknowledges that Exoro Choice is not the owner of the Hosted Application, but an authorized reseller of the application. By ordering this service from Exoro, the client have confirmed acceptance of the End User Agreement (the EUA) that comes with the service and the same will be displayed in the Hosted Application between the Client (the End User) and the Supplier. The Client's rights and remedies in relation to the operation of the Hosted Application, including any errors, bugs, faults or defects will be governed by the expressed provisions of the EUA.
18. Exoro Choice hereby grants to the Client non-exclusive, non-transferable right to use the Hosted Application for the duration of this agreement. Client's right to use the Hosted Application is also subject to the obligations stated in the provisions of EUA.
19. Exoro Choice shall not represent, warrant or guarantee that the Hosted Application will be bugs-free, uninterrupted, continuous or error-free. The correction of such defects, errors or bugs shall be the responsibility of the Third-Party Supplier.
20. Since the Hosted Application is hosted by the server of a Third-Party Supplier, Exoro shall make no representations, warranty, or guarantee as to the competency and reliability of the performance of the Hosted Application.
21. Apart from providing technical support in relation to activating the Hosted Application, Exoro will not provide any user support on managing the internal features of the Hosted Application; and
22. Client shall permit Exoro Choice to disclose relevant informations to the Third-Party Supplier relevant and necessary to support any transaction with the Hosted Application like the date of purchase, the duration of the Client's rights agreed to with the Hosted Application and the amount(s) paid by the Client.
23. Client acknowledges that Exoro Choice is not the owner of the Hosted Application, but an authorized reseller of the application. By ordering this service from Exoro, the client have confirmed acceptance of the End User Agreement (the EUA) that comes with the service and the same will be displayed in the Hosted Application between the Client (the End User) and the Supplier. The Client's rights and remedies in relation to the operation of the Hosted Application, including any errors, bugs, faults or defects will be governed by the expressed provisions of the EUA.
24. Exoro Choice hereby grants to the Client non-exclusive, non-transferable right to use the Hosted Application for the duration of this agreement. Client's right to use the Hosted Application is also subject to the obligations stated in the provisions of EUA.
25. Since the Hosted Application is hosted by the server of a Third-Party Supplier, Exoro shall make no representations, warranty, or guarantee as to the competency and reliability of the performance of the Hosted Application.
26. Apart from providing technical support in relation to activating the Hosted Application, Exoro will not provide any user support on managing the internal features of the Hosted Application.
General Terms and Conditions
1. Accessing our Site. Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.
2. Project Changes, Alteration and Revisions. Once the project has commenced, any changes, alteration and revision to the project can only be made with the mutual consent of the parties which may be:
i. General Changes to the Project. Unless otherwise, provided in the proposal, any changes, modification and revision outside of the scope of the project is subject to additional charges for the changes requested by the client according to Exoro's prevailing rate. Such charges shall be in addition to the amount agreed in the proposal.
ii. Substantive Changes to the Project . If Client requests or instructs changes to the project which amount to a revision of the project or about 75% of the time required to produce the Deliverables or at least 75% of the scope of services has been accomplished,Exoro choice shall be entitled to submit a new and separate Proposal to Client for the latter's written approval. Work shall not begin on the revised services until a fully signed revised Proposal and additional fees are received by Exoro.
4. Warranties And Representations a. By Client. Client represents, warrants and covenants to Exoro Choice that:
i. Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content;
ii. to the best of Client's knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties;
iii. (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
iv. (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverable
b. By Exoro Choice
i. Hereby represents, warrants and covenants to Client that it will provide the services identi?ed in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
ii. Designer further represents, warrants and covenants to Client that :
iii. except for Third Party Materials and Client Content, the Project shall be the original work of Exoro Choice and/or its independent contractors,
iv. in the event that the some services and materials used including the work of independent contractors are commissioned for the Project, Exoro shall secure conformity from such contractors granting all necessary rights, title, and interest in and to the Final Project Design suf?cient to give to the former the intellectual property rights provided in this Agreement, and
v. to the best of Exoro's knowledge, the Final Project provided by Exoro Choice and its subcontractors shall not infringe the rights of any party, and the use of same will be for benefit of the Project and will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Project outside of the scope or for any purpose not identi?ed in this Agreement or contrary to the terms and conditions embodied therein, all representations and warranties of Exoro Choice shall become void and unenfoceable.
5. Third-Party Websites (Hosted Application) For Client's convenience, Exoro may provide links to other websites belonging to other Third-Party websites. Those websites are not under the control of Exoro and the latter does not monitor or make any representation with respect to or assume any liability with respect to any third-party websites including, without limitation, for any products or services that are advertised or available for purchase through such Third-Party sites. The fact that Exoro has provided a link to such websites is not to be interpreted as an endorsement of their contents. The Client shall remain solely responsible for protecting itself from viruses and other destructive elements that may be present in Third-Party sites.
i. The Client. The Client agrees to hold indemnify, save, and hold harmless Exoro Choice and its respective shareholders, partners, officers, trustees, directors, agents and representatives from and all damages, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client's responsibilities or obligations, representations, or warranties under thi s Terms and Conditions. In such a case, Exoro Choice shall provide the Client with reasonable assistance and all information necessary under a given circumstances and reimburse incurred inproviding such assistance or information.
ii. Exoro Choice. Subject to the terms, conditions, provided in this Terms and Conditions, Exoro Choice agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any ?nding of the its 'Agents'. Exoro Choice as its descretion may be permitted to engage and/or use a third party designer or other service providers as independent contractors to perform the services contracted and assume full ressponsibility for such Agents' compliance with the terms and conditions herein stipulated.
iii. No Solicitation. During the term of this Agreement, and within a period of six (6) months thereafter, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of work engagement, any designer, employee or Design Agent of Exoro Choice, whether or not the said person has been assigned to or engaged under this Agreement. In the event that Client engages their services or an event occurs, Client agrees that Exoro Choice shall be entitled to an agency commission at the following rate at its option, either: (a) 25 percent of said person's starting salary with Client payable within 30 days upon engagement, or (b) 25 percent (25%) of fees paid to said person if engaged in a contractual project (per project basis) payable at the end of any month during the engagement of the contractor's services for the Clint. In the event of non-payment, Exoro shall be entitled to enforce collection and seek all remedies under the law and equity.
7. Our Liability The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, and third parties connected to us hereby expressly exclude:
i. All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
ii. Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
iii. loss of income or revenue;
iv. loss of business;
v. loss of profits or contracts;
vi. loss of anticipated savings;
vii. loss of data;
viii. loss of goodwill;
ix. wasted management or office time; and
x. for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
This does not affect our liability for death or personal injury arising from our negligence, or our liability for fraudulent misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.
8. Confidentiality of Information The parties acknowledge that once a contract has commenced, Exoro Choice may receive certain con?dential or proprietary technical and business information and materials of the Client, including but not limited to Preliminary Works ("Con?dential Information"). The parties hereby covenant that its agents and employees shall hold and maintain in strict con?dence all Con?dential Information. It shall not disclose Con?dential Information to any third party, and shall not use any Con?dential Information except as may be necessarily required in the performance of their respective obligations under the Proposal. Notwithstanding the foregoing, Con?dential Information shall not include any information that is in the public domain or become publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of con?dentiality.
9. Severability In the event that any portion of this Terms and Conditions is held invalid or unenforceable, such portion shall be deemed severed and the remainder of this Terms and Conditions shall remain in full force and effect and the invalid or unforceable provision shall be replaced buy a valid or enforceable provision when applicable. All terms, conditions, and provisions of this Terms and Conditions shall be binding and enforceable upon the parties and their heirs, executors, administrators, principals or successors. The failure of Exoro to exercise or enforce its right or the provision of this Terms and Conditions shall not operate as a waiver of such right or any provision hereof.
10. Effectivity. This Terms and Conditions represents the entire Agreement between Exoro Choice and the 'Client' with respect to the provisions herein mentioned and commenced upon the date agreed upon, re: Approved Outline/Proposal and may be terminated at anytime by either party upon prior notice in writing.
11. Termination of Contract, Effect. In the event of termination of contact prior to the agreed date of completion, Exoro Choice shall be compensated for any and all services rendered prior the receipt of the termination notice on "pro rata" as may be determined by Exoro Choice based on the scope of work and services rendered as well as the duration of the work performed and all other related expenses in the performance of the project.
12. Viruses, Hacking, and other Offenses. You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
15. Your Concerns. If you have any concerns about material which appears on our site, please contact: email@example.com. Thank you for visiting and availing the services of Exoro Choice.