TERMS OF USE & SERVICES

Company Charter
Commercial Grade Software, Inc. provides web site management services to businesses, churches and community organizations.  We assist in building web sites which effectively communicate our client's vision and services over the Internet.

We offer our expertise in graphic design, including layout, Photoshop™, Flash™ animations, and other content.  We maintain our own servers with which we host your web sites under strict security.  We offer exclusive content management which is easy to keep up to date.  Our shopping carts are flexible.  Our product management system is mature.  Our order processing system is flexable yet easy to use.  We have many services available, such as newsgroups.  We have features to keep visitors interested, like custom quizes.  We build custom registration forms.  We program advanced estimates for many industries, from real estate to pool covers.  With over a dozen years of experience building commercial quality software we can build almost any advanced database application you company needs.  Our "common core" of technology allows us to start your custom project running, with many features completed already.

Outside our Charter
Controversial, political, offensive, porn, hacker, etc. websites fall outside of our charter, as they may directly or indirectly taint the reputation of Commercial Grade Software, Inc. and its associated clients. 

Content & Limitations
All services provided by Commercial Grade Software, Inc. may be used for lawful purposes within the scope of our Company Charter only.

Transmission, storage or presentation of any information, data or material in violation of any United States Federal, State or City law is prohibited. This includes, but is not limited to: copyrighted material, material that is threatening or obscene, material that is considered "adult only" content, material potentially construed as offensive, or material protected by trade secrets and other statute.

Note: Pornography and sex-related merchandising are prohibited. This includes sexual content, or direct links to adult content elsewhere. This is also true for sites that promote any illegal activity, violence or content that may be damaging to our servers or any other server on the Internet. Links to such material are also prohibited. Examples of non-acceptable content or links:

• Pirated software or MP3 files
• Hackers programs or archives
• Warez Sites
• Porn
• Spamming Software
• Non-Charter/Controversial/Offensive Subject matter

Commercial Grade Software, Inc. will be the sole arbiter as to what constitutes a violation of this provision.

Accounts terminated due to policy violations will not be refunded.

Commercial Grade Software, Inc. is not a Internet provider.  We do not provide access to the Internet.  We are not responsible for maintaining client computers. 

Domains & Management
Domains give people on the Internet an easy way to remember your web site.  Domains are purchased from Registrars (such as Register.com)   You may purchase and manage your own domains but please be aware that you will be responsible for: making changes if and when our servers require a change, registering your web site with search engines, purchasing e-mail services, etc.  If our assistance is required to make these changes you may be billed hourly at our normal support rate.

We provide domain management for a slightly higher fee than you might pay for a domain but included in this management fee are: automatic updates when changes need to be made, annual check and re-register with Google.com to insure it has not forgotten about your site, assistance purchasing more domains and an occasional question or two about your domains. 

Domains purchased specifically for a client and paid for by a client belong to that client and may be transfered provided all fees for services are paid in full.  We may allow transfer of domains if hosting is the only charge left unpaid.(4)

E-Mail
Professional branded e-mail is best purchased through the Registrar.  We can assist you in making that purchase, subject to the terms of this agreement.

Web Site Design
In the first meeting we sit down with you and layout the menus, select colors and develop the general look and feel of your new web site.  At the end of this meeting your web site will be roughed out and you can add/edit content yourself. 

We generally schedule the second meeting one week later, in order to give you time to reflect on the site and what changes you need.  In our second meeting we stylize the changes you have made and complete the setup phase.  Your web site should be about 80% complete, although many clients consider their web site complete.   

At this point you are entitled to basic support, which is included with hosting.  Basic support includes occasional assistance logging in and reminders how to edit content yourself. 

Of course any good web site is a work in progress and tweaks are an inevitable sign you are a living company or organization.  You can always log in and make changes yourself.  However, many clients prefer to have us make some of the advanced changes for them.  We offer graphics design changes, Photoshop™, Flash™ animations, programming, advanced database programming, and technical support billed monthly at $49/hr in 15 minute increments.  We encourage clients to come into our local Howland office or be available via phone when we are working on their site.  We welcome your vision and encourage input.  We remind our clients that in order to provide this level of advanced service we must charge for our time. (5)

Final design and layout, data and html pages are property of the client and may be transfered to the client at any time, provided client's bill is paid in full. (You can open any browser and go to your web site, click "File->Save As" and save the entire web site to your hard drive at any time.)

Advanced features which use Commercial Grade Software Inc's exclusive "common core" of technology  belong exclusively to Commercial Grade Software, Inc. and are not subject to transfer when you change hosting providers. Among these features are the Catalog, User Manager, Product Manager, Inventory Manager, Order Manager and just about any code found in the /common directory. (4)

Management & Support
Commercial Grade Software, Inc. is primarily a service and support based company.  We are very serious about providing the best support and services possible for our clients.  In order to provide you with this service we must bill for our time.  By contracting us you agree to compensate us for our time so that we may continue to offer top notch service and support.

Development and support on existing web sites will be charged at a rate of $49 per hour for work in our Howland office during normal business hours in 15 minute increments. This means that if you call us for a change you may expect to be billed for $12.25 on next months invoice.  Considering that many web site management companies often charge hundreds of dollars to make similar changes we consider this to be very reasonable.

Support is generally for work on your web site but may also include requests for changes or questions made in person, over the phone and email.  We recommend making an appointment so that we can make all changes right then and there.  This is the most cost effective use of our expertise.

We discourage clients from asking us to come on site past the first (free) consultation and therefore charge $69 per hour.  If you want us on site we will happily due so at this rate.  It is up to you.

In an effort to balance family and money we really discourage work on weekends, but we are available if the situation demands.  Therefore, we charge time and a half on Saturdays and double time on Sundays. (2)  Yes, we encourage clients to work within our normal business hours when we are relatively inexpensive.  (4)

Testing
After any changes in your web site it is always advisable to test all functionality on your site.  You can instruct us to do so but consider 1) it does not require a programmer to click around your site testing everything 2) it can take hours 3) this can get expensive fast on a change which only took us 15 minutes to complete.  Therefore, unless otherwise directed in writing we always keep your costs down by limiting our testing to the absolute minimum and expecting you will do regular testing of ALL functionality after a change.  If you wish us to throughly test the system after a change we will due so but do not be surprised if it takes hours.

What should be testing?  If you have a shopping cart, buy something.  If you have an on-line registration form, register again.  If you have simple web pages, click them.  If you have multiple domains, type them into your browser and make sure they all forward to your web site.  If you have a feedback form, send yourself feedback and make sure you recieve it. 

If your testing reveals a bug which needs fixing then we suggest emailing 1) the URL of the page you were in 2) what you did 3) what you expected to see 4) what happened.  We can usually fix bugs within minutes and before anyone notices anything.

Refund Policy
Clients have no commitment or responsibility to complete a web site and are free to host their project elsewhere at any time during the development process.  However, clients should be aware and must agree that services, domain fees, certificate fees, set up fees, etc. are nonrefundable.  This is because resources (time and money) have been spent at your request and must be paid in full. 

Verbal Agreements
Our memory is as bad as yours.  All substantial agreements must be made in writing.

Billing and Payment Terms
All invoices must be paid in full by the invoiced due date or the account will be considered delinquent.  All delinquent accounts may be assessed a $25 charge or 5% penalty for each month of non-payment until balance is paid in full or services are cancelled.  If two consecutive invoices are not paid the account will be considered "cancelled" automatically and the web site will be disabled immediately, requiring a re-activation fee of $100 per web site to re-activate.  Delinquent accounts (accounts with an unpaid balance) may not receive web site management and consulting services, including automatic domain renewal.  Commercial Grade Software, Inc. reserves the right to remove or make unattainable any web site, domains, materials, code, etc. of a delinquent account until full payment is received. 

Clients are responsible for keeping their billing address up to date.  Client is responsible for any fees it causes Commercial Grade Software, Inc. through its own fault, such as a bounced check, plus a $25 fee.  Commercial Grade Software, Inc. shall be entitled to reasonable legal fees in the event the services of an attorney or collection agency become necessary.

Price Adjustments
Hosting and development charges may be adjusted at the beginning of each year to reflect estimated changes in overhead due to inflation.  A 30 day warning may also be issued prior to any changes.

Traffic Guidelines
Web site administrators can easily view site statistics by logging in.  Sites which exceed maximum traffic for the current plan will be automatically upgraded to the next hosting plan until average traffic drops back to normal levels for a minimum of one month.  A correction bill will be issued should your plan require an automatic upgrade.  Customer has the option to cancel hosting or pay this revised bill within 30 days.  Any traffic which brings our servers to a stand still may result in immediate suspension of hosting services without notice, until the cause can be determined and corrected.  Customer agrees not to hold Commercial Grade Software, Inc. liable for any direct or indirect losses which my result.

Distribution and/or transmission of obscene or indecent speech or materials
Violation of indecency and obscenity laws can result in criminal penalties.

Security
Customer agrees not to disclose username and/or password to third parties.  Customer agrees he/she may be held responsible for any damages which result in the violation of this clause, including but not limited to: hacking, copyright violations, incidental cost and damages either directly or indirectly caused. 

Customer shall not be held responsible for disclosure of username and password without the consent of the customer and obtained through the use of trickery, hacking, spyware, etc.

Copyrighted Materials
Materials, accessible to you through Commercial Grade Software, Inc. services, may be subject to protection under the United States or other copyright laws, or laws protecting trademarks, trade secrets or proprietary information. Except when exclusively permitted by the owner of such rights, you must not use Commercial Grade Software, Inc. services in a manner that would infringe, violate, dilute or misappropriate any such rights, with respect to any material, which you access or receive through the Commercial Grade Software, Inc. network. If you use a domain name in connection with Commercial Grade Software's service, you must not use that domain name in violation of any third party trademark, service mark, or similar rights.

Any pictures of person/persons included in your website must be covered by a Photo Release.  Customer agrees to compensate models, obtain a signed photo release from each individual portrayed in its web site, maintain an archive of releases and to hold Commercial Grade Software, Inc. blameless for any actions resulting from failure to obtain photo releases, etc.

Materials provided by the customer for inclusion in a website may be subject to United States or other copyright laws, or laws protecting trademarks, trade secrets or proprietary information. Customer is responsible for insuring all materials, graphic or written, meet all legal requirements.  Custom agrees to immediately inform Commercial Grade Software, Inc. of any violations and to hold Commercial Grade Software, Inc. blameless for any infringements.

Customer is solely responsible for the content of its web site and payment for copyrighted materials. Customer will check the web site from time to time to insure compliance.

Commercial Grade Software, Inc. Copyrights 
All nonpublicly available code, database design, nonpublic assembly of technologies, and intellectual property developed by Commercial Grade Software, Inc. is copyrighted and always remains the property of Commercial Grade Software, Inc.  Domains purchased for common use between web sites remain the property of Commercial Grade Software. Inc.

All web sites share a "common core" of code which has been developed exclusively by Commercial Grade Software, Inc. for common use by all actively hosted clients and shall not be released with any web site upon termination of hosting.  Said "common core" includes all code within each web site's "common" directory as well as all libraries starting with "common_".  All clients may freely use this "common core" of technology as part of the hosting package with Commercial Grade Software, Inc.

Commercial Grade Software, Inc may grant to certain clients the right to code developed specifically for their exclusive use.  Such code will be located in their web site's root directory and libraries will begin with the web site name.  The "common" directory and libraries are excluded as stated above.  Commercial Grade Software, Inc. does not thereby release its copyright on said material, but rather grants specific rights to said client to continue using Commercial Grade Software, Inc. code and technologies as long as it protects said code from use by third parties and public disclosure.  Client agrees to protect the release of said code through the use of nondisclosure agreements and is responsible to the extent it fails to use and enforce such agreements.

Network security
Customers may not use Commercial Grade Software, Inc.'s network in attempt to circumvent user authentication or security of any host, network, or account. This includes, but is not limited to: accessing data not intended for the customer, logging into a server or account the customer is not exclusively authorized to access, password cracking, probing the security of other networks in search of weaknesses, or violation of any other organization's security policy. Customers may not attempt to interfere or deny service to any user, host, or network. This includes, but is not limited to: flooding, mail bombing or other deliberate attempts to overload or crash a host or network. Commercial Grade Software, Inc. will fully cooperate with investigations of violations of systems or network security. This also includes cooperating with law enforcement authorities in the investigation of suspected criminal violations. Users who violate system or network security may incur criminal or civil liability.

Defamation
Defamatory speech distributed over the Internet can result in civil liability for the defamer.

SPAM or unsolicited mail
You must not use Commercial Grade Software's network, Commercial Grade Software's equipment or any Commercial Grade Software's email address in connection with the transmission of spam, flames, mail bombs, or similar unsolicited email messages. Your domain may not be referenced as originator, intermediary, or reply-to address in any of the above. This prohibition fully extends to sending of unsolicited mailings from another service that in any way implicates the use of the Commercial Grade Software's network, Commercial Grade Software's equipment or any Commercial Grade Software's email address. A message is considered unsolicited if it is posted in violation of a newsgroup charter, or if it is sent to a recipient without prior consent. For purposes of this provision, merely making one's email address accessible to the public will not constitute a request or invitation to receive messages.

If you are found to have spammed, Commercial Grade Software reserves the right to disable your account without prior notice. Commercial Grade Software, Inc. has the right to refuse or cancel service to known spammers. Finally, Commercial Grade Software, Inc. reserves the right to determine at its sole discretion what constitutes a violation to its anti-spam policy. Any violation in regards to this policy may result in cancellation of services without refund.

Abuse
Any attempt to undermine, slander, libel, threaten or cause harm to any Commercial Grade Software's customer, employee, and property or to the company directly is grounds for immediate termination without refund. In addition, any such attempts will be prosecuted to the fullest extent of the law. Use of abusive or profane language against or in the presence of any Commercial Grade Software, Inc employee or customer is cause for termination without refund. 

Limitations on Liability; Exclusion of Consequential Damages; No Warranty
Customer agrees to indemnify, defend and hold harmless, Commercial Grade Software, Inc., its subsidiaries and other affiliated companies, its officers, directors, employees and agents from and against all claims, losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from: loss of services (either due to scheduled maintenance or outside of our control), any violation of this Terms of Use, software flaws (either caused by Commercial Grade Software, Inc. or a third party), hardware failure, hacking, abuse, fraud and any losses resulting directly or indirectly as a result of system design or changes. 

IN ALL EVENT CUSTOMER AGREES TO LIMIT THE CUMULATIVE LIABILITY OF COMMERCIAL GRADE SOFTWARE, INC., ITS SUBSIDIARIES, OTHER AFFILIATED COMPANIES, ITS OFFICERS, DIRECTORS AND EMPLOYEES TO THE AMOUNT PAID FOR PRODUCTS AND SERVICES RENDERED IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS.

Customer agrees to defend Commercial Grade Software, Inc., its subsidiaries and other affiliated companies, its officers, directors, employees and agents from third party lawsuit and is explicitly forbidden from guaranteeing to anyone uninterrupted services.  Although we strive for 100% up-time, any number of failures outside our control may cause an outage.

All code is presented "as is," without warranty.  Client is encouraged to test code after development or changes.  Commercial Grade Software, Inc does not charge for fixing bugs in the "common core" unless functionality was added which is considered by CGS to be unusable by any other client.  Any code developed or maintained exclusively by and for the use of an individual client will be charged hourly support listed above.

Disclaimer
Commercial Grade Software, Inc. will not be responsible for any damages your business may suffer. Commercial Grade Software, Inc. makes no warranties of any kind, expressed or implied for the services it provides. This includes loss of data resulting from delays, non-delivery of services, wrong delivery of services, and any service interruptions caused by Commercial Grade Software, Inc. or its employees. Commercial Grade Software, Inc. reserves the right to amend or update these terms without notice. Customer is responsible for watching for changes.  Failure to follow any terms and conditions may result in account deactivation.

Refusal of service
Commercial Grade Software, Inc. reserves the right at its sole discretion to refuse or cancel service. Violation of any of Commercial Grade Software's Rules and Regulations could result in a warning, suspension, or account termination. Submitting fake personal information can also be grounds for suspension.

Duration of Terms & Modification
From time to time it becomes necessary to clearify or modify this agreement.  Clients are to print out, review, consent and be bound by any changes each and every time they renew their hosting.  Clients who disagree with the new terms are free to take their business elsewhere under the terms which they printed out at their last hosting renewal. 

Added/Modified
Annotations below mark the most substative changes in this Agreement.  Client agrees to re-read the entire agreement before consenting through hosting renewals.
(1) January 16, 2008
(2) January 23, 2008
(3) January 30, 2008
(4) June 17, 2008 - Hosting guarantee removed.  Structure modified for easier reading.
(5) July 15, 2008 - Better explaination of what support is free and what costs extra
(6) Aug 4th 2008 - "All invoices must be paid within 25 days of invoice date.  All delinquent accounts may be assessed a $25 charge each month (25 days) payment is not received in full. A second invoice may follow in 30 days.  If an account remains delinquent 55 days after its original invoice date an additional 5% penalty may be added for each month of the delinquency and the web site may be deactivated along with a $100 fee for reactivation" was simplified.