Outbox Online

Outbox Online LLC Squarespace Author Landing Page Agreement


Outbox Online, LLC
TERMS OF WEBSITE DESIGN SERVICES:
SQUARESPACE AUTHOR LANDING PAGE

The following terms and conditions (collectively, these “Terms”) are the only terms that apply to and govern the website design services provided to you by OUTBOX ONLINE, LLC, an Oregon limited liability company (“Designer”).

PLEASE READ THESE TERMS CLOSELY AND CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT DESIGNER’S SERVICES AND YOUR LEGAL RIGHTS RELATED TO DESIGNER’S PERFORMANCE OF THOSE SERVICES.

You agree as follows:

  1. SERVICES. Designer will provide you with an author landing page (your “Landing Page”). You shall choose one (1) template from a series of templates designed by Designer and advertised on Designer’s website (“Designer’s Website”). The scope of Designer’s services (the “Services”) will be limited to customizing your chosen template with the following information you provide Designer (collectively, the “Content”):
    1. The background behind your book information. You may choose from the three (3) background options presented on your order form;
    2. Your name, as it will appear in your Landing Page’s header;
    3. Your book’s cover image;
    4. Your book’s short description;
    5. Up to five (5) book purchase links;
    6. A book review blurb or quote;
    7. Your author photograph;
    8. Your short author biography;
    9. Up to five (5) social media links; and
    10. Your Landing Page’s domain name.
  2. INTAKE FORM. Upon your successful payment of the Deposit (as defined below) and signing of these Terms, Designer will send you an email to the email address you submitted with your purchase order containing a link to Designer’s intake form (the “Intake Form”). Unless you make other arrangements directly with Designer, you shall provide Designer with the Content within two (2) weeks of receiving the Intake Form link from Designer. You shall read all instructions provided on the Intake Form before completing and submitting the Intake Form to Designer.
  3. TIMELINES. Designer will not begin performance of the Services until you complete and submit the Intake Form to Designer and Designer sends you email confirmation that Designer successfully received your Content. Designer will use reasonable efforts to adhere to any timelines provided to you; however, any timelines will be estimates only.
  4. TOTAL PRICE & OTHER COSTS. The total price of the Services is $990 USD (the “Total Price”), which includes the cost of a one (1) year subscription to Squarespace’s Personal plan and the cost of the Domain Name (as defined below) if you have not already purchased a domain name for your Landing Page. Details, including costs, regarding Squarespace’s Personal and other subscription plans may be found here. You will be responsible for paying Squarespace directly for any upgrades to your Squarespace plan (if any) and for your Squarespace plan after your first paid year lapses. The Total Price does not include ongoing maintenance or other support services for your Landing Page.
  5. PAYMENT. You shall pay fifty percent (50%) of the Total Price (the “Deposit”) after formally agreeing to these Terms with your signature, and before submitting an order form, on Designer’s Website. ONCE YOU SUBMIT THE CONTENT USING THE INTAKE FORM LINK, YOUR PAYMENT OF THE DEPOSIT IS NONREFUNDABLE. Designer will not begin performance of the Services until Designer receives your paid Deposit. You shall make all payments for your Landing Page using a credit card. You shall pay the remaining fifty percent (50%) of the Total Price (the “Balance”) after receiving a request for payment from Designer and before Designer delivers and transfers ownership of your Landing Page to you. Your payment of the Balance will be payable immediately upon receipt. If you do not pay the Balance, then Designer will retain ownership of your Landing Page.
  6. TERM. These Terms will be binding and legally enforceable upon your signature on Designer’s Website and will continue to be binding on you and Designer and legally enforceable until Designer delivers and transfers ownership of your Landing Page to you (the “Term”). The Term will automatically expire upon Designer’s delivery and transfer of ownership of your Landing Page.
  7. LANDING PAGE REVISIONS. Upon Designer’s completion of your Landing Page, Designer will email you instructions on how to access a password protected preview of your Landing Page. You will have no more than one (1) week from the date of Designer emailing you instructions to access your Landing Page and request any text edits or image changes (together, “Revisions”). Included in the Total Price is one (1) round of Revisions of the Content; if you request additional rounds of Revisions of the Content, then Designer reserves the right to charge you for these Revisions at Designer’s then-prevailing hourly rate. After this one (1)-week period lapses, you will not be entitled to any Revisions and your Landing Page will effectively be considered final.
  8. WEBSITE TRANSFER. Once Designer delivers a preview of your Landing Page and makes any requested Revisions, or you fail to request any Revisions within the timeframe specified in Section 7, Designer will send you an invoice for the Balance, which will be payable by you immediately upon receipt. Once Designer receives your successful payment of the Balance, Designer will email you instructions regarding the transfer of ownership of your Landing Page. After the successful transfer of your Landing Page, Designer will have no further obligations to provide any services to you.
  9. SQUARESPACE & THIRD-PARTY TECHNOLOGIES. You authorize Designer to use Squarespace as the host for your Landing Page and sign up for an annual subscription on your behalf. You acknowledge that in providing the Services and delivering your Landing Page to you, Designer may be reliant on Squarespace and other third-party technologies. Designer will not be liable or responsible to you if, due to no fault of Designer’s, any delays, outages, bugs, security breaches, or other issues or problems arise that are associated with or related to these third-party technologies.   
  10. DOMAIN NAMES.
    1. PRE-PURCHASED. If, at the time of submitting your Intake Form, you have a domain name for your Landing Page (the “Domain Name”) that you have already purchased, then you shall provide that Domain Name to Designer on the Intake Form and note that it is already purchased. Designer will provide you with instructions to connect your existing Domain Name to your Landing Page; however, if you do not connect your purchased Domain Name, then Designer will deliver your Landing Page with the default Domain Name provided by Squarespace and you will be responsible for connecting the proper Domain Name.
    2. PURCHASE REQUIRED. If you have not purchased your Domain Name prior to submitting your Intake Form, then you shall state your desired Domain Name on the Intake Form. At the time of submitting your Intake Form, you shall ensure that your desired Domain Name is available for purchase. YOU ACKNOWLEDGE AND AGREE THAT DESIGNER CANNOT, AND DOES NOT MAKE ANY, GUARANTEE THAT YOUR DESIRED DOMAIN NAME WILL BE AVAILABLE FOR PURCHASE. Designer will contact you for an alternate Domain Name if your desired Domain Name is unavailable at the time of Designer purchasing your Squarespace subscription. In providing Designer with your desired Domain Name, you authorize Designer to purchase the Domain Name on your behalf.
  11. COMMUNICATIONS BY DESIGNER. By signing and agreeing to these Terms, you automatically consent to receive email communications from Designer about your Landing Page and otherwise to the email address specified in your purchase order form. If, at any point after the Term expires, you do not wish to receive email communications from Designer, then you may click the “Unsubscribe” button if one appears in the email and follow any accompanying instructions, or you may contact Designer directly at to opt out of these communications.
  12. YOUR OBLIGATIONS.
    1. COMMUNICATION. All communications to and from Designer will be presumed to occur through email unless you and Designer make other arrangements directly with Designer. You shall maintain timely communication with Designer throughout the Term. You shall ensure that Designer has an updated email address for you on file throughout the Term. If Designer does not receive a response from you within two (2) weeks of sending you an email, then Designer will make two (2) subsequent attempts to communicate with you using your email address on file. If Designer does not receive any communications from you within one (1) month of Designer’s initial email, then these Terms will be automatically terminated, and Designer will have no further obligations to provide you with the Services or your Landing Page.
    2. CONSENTS & PERMISSIONS. Prior to Designer beginning performance of the Services, and throughout the Term, you will be responsible for obtaining all licenses, consents, and permissions (collectively, “Permissions”) related to or required for your provision of the Content to Designer and Designer’s completion of the Services and your Landing Page. By submitting the Content to Designer using the Intake Form, you certify that you have obtained any and all necessary Permissions.
  13. CHANGE ORDERS.
    1. TEMPLATE CHANGE. You will have twenty-four (24) hours from submitting a purchase order form to change your template. You may request a template change after this point for a template change fee equal to the Deposit. This template change fee will be in addition to, not in lieu of, your payments of the Deposit and the Balance. Any template change requests must be made in writing. You shall pay the template change fee upon receipt of an invoice from Designer and prior to Designer changing your Landing Page’s template.
    2. OTHER CUSTOMIZATIONS. Your customizations to your chosen template are limited to the Content. If, at any point throughout the Term, you wish to further customize your chosen template beyond the Content, then you may make a written request to Designer. Designer is under no obligation to accommodate any of your requests nor customize your Landing Page beyond the Content. However, if Designer can and wishes to accommodate your request, then you and Designer shall execute in writing a change order. Any change order must contain the scope of additional services Designer will provide you and the rate at which you will be charged for those services. If you and Designer agree to more customizations to your website than Designer’s templates allow, then Designer may, in its sole discretion, apply the Deposit, in part or in whole, to this new website.
  14. FUTURE SERVICES. Designer may be available to you to provide ongoing or additional support for your Landing Page, or for new projects or website design services distinct from your Landing Page, once the Term expires. Any such future services will be billed at Designer’s then-prevailing hourly rate or a project-based fee that you and Designer agree to prior to Designer beginning performance of those services.
  15. RE-START FEE. If these Terms terminate in accordance with the terms of Section 12(a) but you would like for Designer to resume performance of the Services, then you shall contact Designer with your request. If you contact Designer within six (6) months of submitting your Intake Form and Designer can accommodate your re-start request, then Designer reserves the right to charge you a re-start fee equal to the Deposit (the “Re-start Fee”). If you contact Designer more than six (6) months from the date of submitting your Intake Form and Designer’s rates have increased, then Designer reserves the right to amend the Total Price, including the Deposit and the Re-start Fee, to Designer’s current rates. You shall pay the Re-start Fee upon receipt of an invoice from Designer. Your payment of the Re-start Fee will be in addition to, not in lieu of, the Deposit and the Balance. Designer will provide you with an updated estimate of your Landing Page’s completion date upon receipt of your successful payment of the Re-start Fee.
  16. INTELLECTUAL PROPERTY.
    1. YOUR LICENSE TO DESIGNER. You grant Designer a license to use your intellectual property, including your copyrights and trademarks (your “IP”), during Designer’s completion of your Landing Page. You grant Designer this license for the Term. The scope of Designer’s license to use your IP will be limited to Designer’s performance of the services necessary to complete and deliver your Landing Page and use your Landing Page in Designer’s portfolio, marketing materials, and on Designer’s Website and social media accounts.
    2. DESIGNER’S TEMPLATES. Designer owns the Squarespace author landing page templates and retains all right, title, and interest, throughout the world, in and to these templates. Designer grants to you a non-exclusive, non-assignable, non-sublicensable, royalty-free, and worldwide license to display, modify, and otherwise use Designer’s template as part of your Landing Page.
    3. YOUR LANDING PAGE. Upon Designer’s receipt of your full payment of the Total Price and any other amounts owed to Designer pursuant to these Terms, you will become the sole and exclusive owner of all right, title, and interest in and to your Landing Page; Designer will assign all right, title, and interest in and to your Landing Page to you. If you breach these Terms, then Designer may, in its sole discretion, retain ownership of and rights in and to your Landing Page.
  17. TERMINATION.
    1. DESIGNER’S EARLY TERMINATION. Designer reserves the right to terminate these Terms and cease providing you with services at any time throughout the Term. If Designer decides to terminate these Terms early due to no fault of your own, then Designer will notify you in writing to the email address you provided Designer on the Intake Form and Designer will refund you the Deposit to the credit card you paid the Deposit with if Designer has not begun performance of the Services. If you do not make other arrangements with Designer and fail to submit your Intake Form within the timeframe specified in Section 2, then Designer may terminate these Terms. Designer’s early termination will be effective upon Designer providing you with written notice. Designer will have no further obligations to you after delivering a notice of early termination nor liability arising out of or relating to Designer’s early termination.
    2. YOUR EARLY TERMINATION. You may terminate these Terms at any point throughout the Term. You shall notify Designer, in writing, of your intent to terminate these Terms. You will forfeit the Deposit by terminating these Terms before the Term expires if you have submitted your Content through the Intake Form link prior to providing Designer with your termination notice. If you provide your notice of termination after Designer has begun performance of the Services, then you shall pay Designer an early termination fee of $250 USD (the “Early Termination Fee”). Your early termination of these Terms will be effective ONLY after Designer receives your written notice of termination and your payment of the Early Termination Fee.
    3. DOMAIN NAME TRANSFER. If these Terms are terminated early by you or Designer and your requested Domain Name is already registered with Squarespace, then you and Designer will cooperate to transfer the Domain Name to you. Designer will have no obligation to transfer the Domain Name upon your early termination of these Terms if you have not provided Designer with written notice of termination and paid the Early Termination Fee. You acknowledge that Designer will not be able to transfer the Domain Name to you until sixty (60) days have passed since the date of Designer’s purchase of the Domain Name. Designer will initiate the Domain Name transfer process by sending you a transfer authentication code to you by email. Once Designer sends you this authentication code, you will be responsible for taking any steps to complete the Domain Name transfer. You acknowledge that this transfer process may take seven (7) or more days to complete. You further acknowledge that you will be responsible for paying any transfer, registration, or other fees related to the Domain Name transfer.
    4. SURVIVING TERMS. The terms and conditions that, by their nature, should survive the expiration or early termination of these Terms will survive any such expiration or early termination.
  18. DESIGNER’S REPRESENTATIONS & WARRANTIES. Designer represents and warrants that the template of your Landing Page is an original design by Designer. Otherwise, DESIGNER MAKES NO OTHER REPRESENTATIONS, WARRANTIES, ASSURANCES, OR GUARANTEES (WHETHER EXPRESS OR IMPLIED) WITH RESPECT TO DESIGNER’S COMPLETION OF THE SERVICES AND DELIVERY OF YOUR LANDING PAGE. DESIGNER MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR FREE, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. DESIGNER MAKES NO WARRANTY OR REPRESENTATION THAT YOUR LANDING PAGE WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. DESIGNER’S PERFORMANCE OF THE SERVICES AND PROVISION OF YOUR LANDING PAGE IS ON AN “AS-IS” AND “AS AVAILABLE” BASIS.
  19. INDEMNIFICATION. You shall defend and indemnify Designer from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting a third-party action concerning your breach of these Terms. Designer will promptly notify you in writing, by email, of any such third-party action brought against it and cooperate with you at your sole cost and expense. You shall immediately take control of the defense and investigation of any such action and employ counsel of your choice to handle and defend the same, at your sole cost and expense. You shall not settle any action in a manner that adversely affects the rights of Designer without Designer’s prior written consent. Designer’s failure to provide you with the notice required by this Section will not relieve you of your obligations under this Section except to the extent that you can demonstrate that you have been materially prejudiced as a result of such failure. Designer may participate in and observe the proceedings at its own cost and expense.
  20. LIMITATION OF LIABILITY.
    1. NO CONSEQUENTIAL OR INDIRECT DAMAGES. DESIGNER AND DESIGNER’S DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE.
    2. CAP ON DAMAGES. Designer’s liability arising out of or related to these Terms may not exceed the Total Price.
  21. ARBITRATION. In the event of a dispute that arises out of or relates to these Terms, you and Designer shall make a good faith effort to resolve the dispute cooperatively. If you and Designer cannot resolve a dispute cooperatively, then you and Designer shall resolve the dispute by binding arbitration. Any arbitration will be administered by the Arbitration Service of Portland, Inc. (“ASP”) and be held in Portland, Oregon. Any arbitration will be held in accordance with ASP’s then effective rules. There will be one (1) arbitrator who will be a business lawyer. Judgment on the arbitrator’s award may be entered in any court having competent jurisdiction. The resolution of the disputed matter, as determined by the arbitrator, will be final and binding on you and Designer. You and Designer will initially pay for fifty percent (50%) of the costs of arbitration, but you and Designer may request that the arbitrator award attorneys’ fees and costs to the substantially prevailing party in the arbitration.
  22. ENTIRE AGREEMENT. These Terms make up the only and entire agreement between you and Designer regarding Designer providing you with your Landing Page. These Terms replace any previous statements, understandings, representations, warranties, or agreements between you and Designer that relates to Designer providing you with your Landing Page. If any of these Terms conflict with any terms or conditions reflected on any other forms or other documents related to or connected with Designer’s performance and completion of the Services, then these Terms will control and be binding on you.
  23. GOVERNING LAW. These Terms, all related documents, and all matters arising out of or relating to these Terms will be governed and interpreted in accordance with the laws of the State of Oregon, including Oregon’s statute of limitations, without giving effect to any choice or conflict of laws principles that would cause the laws of any other jurisdiction to apply. You and Designer submit to jurisdiction and venue in the state and federal courts located in Multnomah County in the State of Oregon. You and Designer irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum.
  24. MISCELLANEOUS.
    1. AMENDMENTS. No amendment, supplementation, or modification of these Terms will be effective unless it is in writing and signed by you and Designer.
    2. SEVERABILITY. If any term or condition of these Terms is determined by a court or arbitrator having jurisdiction to be invalid, illegal, or unenforceable to any extent, the rest of that term or condition and the remainder of these Terms will remain enforceable to the fullest extent permitted by law; provided, however, that if any fundamental term or provision of these Terms is invalid, illegal, or unenforceable and cannot be amended by you and Designer, or a court or arbitrator, to achieve and carry out the original intent of you and Designer, then the remainder of these Terms will be unenforceable.
    3. NOTICES TO DESIGNER. Any notices, requests, and other communications related to these Terms (each, a "Notice") must be in writing and delivered to Designer to . A notice will be considered delivered either: (a) upon Designer’s explicit acknowledgment of receipt or response indirectly acknowledging its receipt; or (b) on the date the email is sent, if sent during normal business hours, or on the next business day if the email is sent after normal business hours. Designer will notify you in writing if its email address changes.
    4. FORCE MAJEURE. Designer will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing the Services when and to the extent such failure or delay is caused by or results from acts beyond Designer’s reasonable control, including, without limitation: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots, or other civil unrest; (iv) government order or law; (v) actions, embargoes, or blockades in effect on or after your signature on these Terms; (vi) action by any governmental authority; and (vii) pandemics or epidemics (collectively, a “Force Majeure Event”). When possible, Designer will give you notice within three (3) days of the Force Majeure Event, stating the period of time the occurrence is expected to continue. Designer will use reasonable efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.
    5. WAIVER. Any waiver authorized by Designer on one (1) occasion is effective only in that instance and only for the purpose stated, and it will not operate as a waiver on any future occasion. Any failure or delay in Designer exercising any right, remedy, power, or privilege, or in enforcing any condition under these Terms, will not constitute a waiver or estoppel of any right, remedy, power, privilege, or condition arising from these Terms.

By signing below, you agree that you have read these Terms, fully understand what these Terms say, and that you will legally be bound by these Terms.


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Document name: Outbox Online LLC Squarespace Author Landing Page Agreement
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November 12, 2020 5:53 pm PDTOutbox Online LLC Squarespace Author Landing Page Agreement Uploaded by Katherine McMillan - IP 104.56.116.230