Maintenance Terms & Conditions

• Only allocated time for Maintenance Plan is allowed per month.
• Any work that exceeds the allocated time will be charged.
• Web page updates exclude but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimization.
• Cofellow has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. The Customer’s website (s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
• Additional fees could be charged if the information provided has to be typed and exceeds the allocated time.
• If changes are made by Cofellow according to the Customer’s information, and the changes are not correct, additional time to remedy the changes falls under the allocated time.
• Unused time is not accumulative.
• Unused time does not transfer from month to month. Maintenance Plan time is strictly month to month.
• Cofellow is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
• Cofellow is not responsible for changes made to Customer’s website(s) by other parties.

Scheduling of Maintenance Tasks

• Cofellow maintains a busy schedule of multiple maintenance customers, as well as several large web design projects at any given time. We prioritize scheduling to ensure a workflow that is conducive to our business and all of our customers.
• Upon entering into a maintenance contract with Cofellow, you will be given a set amount of time in our schedule for maintenance tasks that can be performed each month, as counted towards your monthly time allotment.
• Please note that the scheduling of maintenance tasks is solely at the discretion of Cofellow, and we may not always be able to accommodate requests for immediate attention. We reserve the right to reschedule maintenance tasks in accordance with our schedule.
• In the event of an emergency, we may prioritize one customer’s tasks over another. An emergency is defined as a website problem that interrupts your business monetarily, such as an eCommerce site that goes down or has problems with checkouts, or a website that is completely offline.
• We will provide the amount of time contracted for each month towards maintenance tasks, and we will perform the tasks in accordance with our schedule to ensure fairness to all of our customers.

Indemnification

Customer shall indemnify and hold harmless Cofellow (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Cofellow as a result of any claim, judgment, or adjudication against Cofellow related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Cofellow (the “Customer Content”), or (b) a claim that Cofellow’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Cofellow must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.

Limitation of Liability

Cofellow’s liability to Customers is limited. To the maximum extent permitted by law, in no event shall Cofellow be liable for damages of any kind (including, but not limited to, special, incidental, or consequential damages, lost profits, or lost data, regardless of the foreseeability of those damages) arising out of or in connection with this Agreement or the use of the Maintenance Plan, whether based on contract, tort, negligence, strict liability, or any other legal theory. The maximum aggregate liability of Cofellow for any claim in any way connected with the Maintenance Plan shall not exceed the total amount paid by Customer to Cofellow under this Agreement.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, riot, terrorism, fire, explosion, natural disaster, pandemic, or any other similar event (each, a “Force Majeure Event”). If a Force Majeure Event occurs, the affected party shall promptly notify the other party in writing, stating the nature of the Force Majeure Event, the expected duration of the delay, and the measures being taken to mitigate its impact. The affected party shall use commercially reasonable efforts to minimize the effects of the Force Majeure Event on the performance of its obligations under this Agreement. During the period of the Force Majeure Event, the parties shall negotiate in good faith to find a mutually acceptable solution to mitigate the impact of the Force Majeure Event on the performance of this Agreement. If the Force Majeure Event lasts for more than 30 days, either party may terminate this Agreement upon written notice to the other party, without liability.

Relationship of Parties

Cofellow is an independent contractor in the performance of its obligations under this Agreement, and nothing in this Agreement shall be construed as creating an employment, agency, joint venture, or partnership relationship between the parties. The Customer acknowledges that Cofellow is providing services to the Customer as an independent contractor and not as an employee or agent of the Customer. The Customer shall have no control over the methods used by Cofellow to perform its obligations under this Agreement. The Customer shall not be responsible for withholding any taxes or other statutory deductions from the fees payable to Cofellow under this Agreement. The parties agree that Cofellow has no authority to act as an agent or representative of the Customer and that Cofellow shall not make any representations or warranties on behalf of the Customer. Cofellow shall not enter into any agreements, contracts, or commitments on behalf of the Customer without the prior written consent of the Customer.

Assignability

Customer may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Cofellow. Cofellow may assign this Agreement and its rights and obligations hereunder without the consent of Customer.

Read and Understand

By purchasing a Maintenance Plan, the Client confirms that they have read and fully understood this Agreement, and agree to abide by all its terms and conditions.