These Standard Terms of Engagement (“Standard Terms”) apply to all engagements undertaken and Services provided by The Worthwhile Company, Inc (“Worthwhile”). These Standard Terms are effective for all customers as of May 23, 2018.
1. Monthly Billing. Unless some other arrangement has been agreed upon with the Customer, Worthwhile will bill monthly for services and expenses. Each month, Worthwhile will provide an invoice to Customer via email to a Customer-designated address (by default the email address of the Customer-Designated Contact). The work performed by Worthwhile on behalf of the Customer will be described in the monthly invoice.
If the Customer has put a credit card on file with Worthwhile, then Customer hereby authorizes Worthwhile to debit the amount described in the invoice upon issuance. Otherwise:
• Payments by check may be made out to “The Worthwhile Company,” should reference an invoice number or date, and should be mailed or delivered to:
The Worthwhile Company, Inc.
7 South Laurens Street
Greenville, SC 29601
• Payments by credit card may be submitted via our website at https://worthwhile-billing.freshbooks.com.
• Payments via wire transfer may be submitted by contacting us for wiring instructions at Customerservice@Worthwhile.com.
Payment of each invoice is due upon receipt. A surcharge of one and a half percent may be applied by Worthwhile for any payments delinquent for more than 30 days.
2. Expenses. At Worthwhile we make every effort to pass through third-party expenses with no mark-up and no surcharge for the cost of carrying the charge until payment is made by the Customer. These expenses will appear on the Customer’s bill at the amount actually disbursed by us on the Customer’s behalf. The Customer may be asked to pay directly certain larger expenses that are invoiced by third-parties for services obtained for the Customer’s account.
3. Standard Rates. In the absence of a specific agreement otherwise, Worthwhile’s standard service and consulting rates (the “Standard Rates”) apply to all Services provided by Worthwhile, including Customer-Requested Services. Worthwhile’s Standard Rates are as follows:
|Tier 1 Services, per hour||$180.00|
|Tier 2 Services, per hour||$250.00|
|Tier 3 Services, per hour||$300.00|
4. Estimates. Any estimate of fees, costs, or time that we may have discussed is just an estimate for use in planning purposes. We will make every good-faith effort to keep the Customer apprised of any changes in Worthwhile’s estimates due to changed circumstances or new information. The Customer is still responsible for full payment, regardless of any estimates given.
1. Customer-Designated Contact. The Customer will designate a primary contact for the relationship with Worthwhile and may designate other contacts for particular SOWs (the “Customer-Designated Contacts”). Worthwhile will make a good-faith effort to communicate as broadly and completely as is appropriate for each matter, but Worthwhile reserves that right to request confirmation of any changes in the scope of any Services with the appropriate Customer-Designated Contact. Worthwhile will keep Customer informed of significant developments in the Services and will consult with the appropriate Customer-Designated Contact in advance of taking any major actions.
2. Customer Responsibilities. Customer agrees to cooperate with Worthwhile by providing accurate, timely, and relevant information needed for Worthwhile’s performance of the Services. The Customer-Designated Contacts speak for the Customer relative to the Services identified. Failure to promptly and fully cooperate with Worthwhile may result in delays or penalties as laid out in these Standard Terms or in specific SOWs.
3. Change Control. In the event that Customer wishes to change the Worthwhile Services, Customer will provide to Worthwhile the requested change (“Change Request”). Within fifteen (15) days of receiving the Change Request, Worthwhile will provide to Customer the impact of the Change Request on the delivery timeline, project timeline and provide an estimate of the associated costs in the form of a SOW. Once Customer provides written authorization to proceed with the Change Request, Worthwhile will begin implementation of the Change Request.
4. Changes and Revisions: Some projects include a single round of minor revisions, which do not by themselves change the scope of a Deliverable. Changes to the scope of a project, additional rounds of revisions, and revisions requested to already-accepted Deliverables, are changes to project scope and will be handled with a Change Request. Worthwhile will manage requested changes that go beyond the scope of a SOW via the Change Control process.
5. Intermediate Feedback. Worthwhile may present intermediate work products that are not formal Deliverables for review. These intermediate work products could include content such as user stories, content recommendations, preliminary versions of upcoming Deliverables, and more. These intermediate work products are not subject to the revisions process but are provided to maintain close alignment between Worthwhile’s efforts and Customer’s goals. Worthwhile may set feedback deadlines for review of these intermediate work products in order to ensure that the project can be delivered and accepted in a timely manner.
6. Revised Timelines. Unless set forth explicitly in the SOW, it is standard for Worthwhile to revise project timelines at least once during a project, usually after the UI/UX for the final Deliverable is determined. In addition, further modification of a project or Deliverable timeline may occur at any point during the process with the approval of the Customer-Designated Contact. Unless explicitly stated otherwise in a SOW, the revision of a timeline does not constitute a change in any agreement between Worthwhile and the Customer.
7. Acceptance Process. The following Acceptance Process will be used for all Deliverables:
• Worthwhile will provide Customer with the specific Deliverable, as defined by the SOW or Customer Request.
• Customer will review the deliverable and promptly notify Worthwhile whether the Deliverable is satisfactorily complete, as defined by the SOW. If Customer does not provide feedback regarding the Deliverable, then it will be deemed accepted after the feedback deadline has passed, which is the longer of 1) five business days, 2) another agreed feedback timeline as set forth in the SOW.
• Unless provided otherwise, any Deliverable purchased under a SOW, one round of minor revision is included in the standard Acceptance Process. Worthwhile will identify what constitutes a minor revision, consistent with the total work associated with the Deliverable. Any minor revisions must be identified by Customer within one (1) business day. Unless Customer further engages Worthwhile regarding the Deliverable, the Deliverable will be deemed accepted.
• In the event Customer deems the Deliverable to be unsatisfactory, Customer will inform Worthwhile of the deficiencies in writing and Worthwhile will remedy the Deliverables to remove the deficiencies.
• In the event that the effort to remedy the deficiencies requires additional effort not included in the SOW, Worthwhile will provide Customer with the price to remedy the deficiencies, a completion and cost estimate for the updated Deliverable, as applicable, and an estimate of the impact on the project schedule. Customer will then inform Worthwhile whether to proceed with the remedy.
• In the event that Customer decides not to proceed, the Deliverable will be deemed accepted and Worthwhile will continue with the work outlined in the SOW.
8. Short-Timeline Deliveries. At times, Worthwhile may need quick feedback and/or acceptance in order to meet Customer’s goals. Worthwhile will make every effort to communicate with the Customer-Designated Contacts regarding any short timelines needed to keep a project on schedule for delivery. Missing short-timeline feedback deadlines may result in project delay and may be subject to a $500 missed timeline fee.
9. “Built by” Badge. Customer grants to Worthwhile the right to display an icon in the footer of any product built by Worthwhile denoting Worthwhile's partnership in building the digital product.
1. Worthwhile Employee and Company Standards. Worthwhile takes pride in its employees and expects high standards of professional and ethical conduct. Worthwhile also maintains policies guiding expected behavior and processes, including standard background checks for all new employees, the maintenance of a drug-free workplace, privacy and data protection standards, and nondiscrimination policies that meet or exceed those required by law.
2. Branding and Trademarks. Any branding, re-branding, logo design, or other activity involving the creation or launching of any trademark or service mark, such services do not include trademark or service mark search, clearance search, infringement search or other such legal services. The responsibility for securing such legal services falls solely with Customer.
3. Website Legal Text. Website design, creation or development does not include drafting any legal or policy documents, such as Terms and Conditions, Privacy Policies, or Sales and Return Policies. The responsibility for securing legal services to create these documents falls solely with Customer.
4. Search Engine Optimization. In the event that Customer requests Worthwhile to undertake search engine optimization (SEO), Worthwhile cannot guarantee specific placement within a particular search engine. The SEO process reacts to the modifications and performance parameters of the search engines themselves, for which Worthwhile has no control. Due to the competitive nature and constant altering of the search engines, Worthwhile cannot guarantee that any achieved rankings will last for any period of time or will be consistent for each search performed. Placement and admission to search engines can take in excess of 16 weeks.
5. Alternative Languages. Unless explicitly stated in a SOW, Worthwhile’s products, Services, websites, support, and other Deliverables will all be provided in English only. Providing support, content, or material in other languages is subject to a separate SOW and may have additional third-party costs needed for translation, internationalization, and localization.
6. Accessibility under the ADA and § 508 Compliance. Worthwhile applies the following best practices to improve accessibility and ADA compliance:
• Correct alternative text is provided for content images
• Informative text in images is replicated in the alternative text
• Noninformative/decorative images do not have alternative text
• Image links include alternative text
• Complex images include detailed descriptions
• Extended ASCII characters are not used
• Color-only distinctions are not used
• Form validations do not rely solely on color
• Graphs and charts use color-blind safe colors and non-color descriptions
• Color contrast is evaluated for usability
• Visual focus elements are not suppressed
• Tab order for focus matches visual order
• Header cells for data tables are present and in the same table
• Grouped field forms include a field set and legend
• Document structure includes appropriate headings
• Modal dialogs are avoided where possible, and do not obscure content when possible
• Language attributes are set for all pages
• Single-item lists are avoided where possible
Aside from these best practices, Worthwhile does not provide, without a specific and separate engagement, any guarantee that your website complies with the Americans with Disabilities Act or §508 of the Rehabilitation Act of 1973. In particular, any multimedia content provided by the Customer must have correct captioning, alternative formats, and other accessibility provisions. It is your responsibility to determine the extent to which §508 applies to your company and to request in writing the appropriate accommodations needed for your website be ADA or §508 compliant.
7. Retention of Documents and Customer Material. Following termination of our engagement, any otherwise non-public information that the Customer has supplied to us will be archived and kept confidential. Upon the Customer’s written request, the Customer’s papers and property will be destroyed or returned to the Customer promptly upon receipt of payment for all outstanding fees and expenses, unless otherwise required by law. The loading and destruction of regular backup files may be subject to a per-hour fee at our standard rates. Our own files pertaining to the engagement will be retained by Worthwhile in accordance with our normal policies. All records and files will be retained and disposed of in compliance with our policy in effect from time to time without further notice to the Customer. Subject to future changes, it is our current policy generally not to retain records relating to an engagement for more than two years.
8. Use of Open Source. Worthwhile uses Open Source software in its Deliverables and Services. “Open Source” means any software that is subject to a license certified as Open Source by the Open Source Initiative (https://opensource.org/), or listed as Free Software licenses by the Free Software Foundation (https://www.gnu.org/). Worthwhile Deliverables are all provided to the Customer in a manner compliant with all third-party licenses, including Open Source licenses. Further compliance with third party licenses, including Open Source licenses, is Customer’s responsibility.
9. Consent to Describe Engagement. Worthwhile may, without disclosing any Confidential Information, describe to prospective and current clients its engagement with the Customer, including the types of projects undertaken and the results obtained.
1. Security Vulnerability Reporting. To get in touch with Worthwhile security personnel or to report security vulnerabilities, send an email to firstname.lastname@example.org. The PGP key for sending encrypted email to that address may be requested by contacting Worthwhile.
2. Disclosure of Vulnerabilities. Worthwhile is dedicated to prompt and responsible disclosure of vulnerabilities. In the event of a security vulnerability, Worthwhile will: a) identify and fix the vulnerability; b) apply any needed fixes to systems under its control or to which it has lawful access; c) communicate the vulnerability information and fix to affected Customers; and d) disclose the vulnerability publicly, including the fix, as soon as Customer data is secure. Worthwhile will also apply the same process to any vulnerabilities found in its own infrastructure.
3. Data Protection Principles. Worthwhile understands that it may come into contact with protected and private data, including protected personal information. Worthwhile maintains appropriate confidentiality with regard to all Customer data, and uses it only in conjunction with the following principles:
• Customer data is only processed fairly and lawfully
• Customer data is obtained only for specific, lawful purposes
• Customer data is not be held for any longer than necessary
• Customer data is processed in accordance with the rights of data subjects
• Customer data is protected in appropriate ways
• Customer data is not transferred outside national boundaries without approval of the Customer in the project plan.
• Customer data is only accessed by those who need it for their work.
• Customer data is not shared or transported informally.
Worthwhile does not direct the acquisition or use of Customer Data and has no ability to determine if any provided Customer data is accurate. Customer is solely responsible for compliance with appropriate laws regarding its collection and use of data. If Customer makes it known in writing to Worthwhile that particular restrictions apply to the use, storage, transfer, or processing of particular data, Worthwhile will comply with Customer’s written request.
4. Worthwhile Data Protection Policies. Worthwhile applies the following policies to all Customer data:
• Worthwhile maintains appropriate encryption of all Customer data, both on disk and in transit.
• Worthwhile employees are required to stay up to date on security practices, including the use of strong passwords.
• Worthwhile’s computer systems are protected with appropriate security software and network rules.
5. Compliance with Law. Worthwhile will only disclose Customer data pursuant to a court order, subpoena, or other lawful request.
6. Data Protection Officer. Worthwhile’s Data Protection Officer may be reached at email@example.com.
1. Standard Testing Procedures. Worthwhile will perform initial testing of each Deliverable prior to presenting it to Customer. This includes:
• Browsers: Worthwhile will test a sample of the most popular browsers. To determine our selection, Worthwhile will choose at launch for each browser vendor the lowest version number that has at least 2.5% market usage. As of May 2018, that includes Edge16, Firefox 59 or higher, Chrome 64 or higher, Safari 11 or higher (Source: http://www.w3schools.com/browsers/). (Note: this does not include any version of Internet Explorer or Opera) Worthwhile reserves the right to review these statistics during testing and determine the correct browser versions at that time.
• Mobile Devices: Prior to presenting a deliverable to Customer for testing, Worthwhile will test all the views in a sampling of the various sizes and aspect ratios, ensuring a functional experience across the system for screens of all sizes. These tests will include simulating the size and aspect ratio of iOS and Android devices.
• Mobile App Development: If this SOW includes mobile app development Worthwhile will test on 1 Apple Device and 1 Android operating system Device only. Both devices will be tested using an operating system specified by Worthwhile at time of testing based on prevalent usage. The Android device that will be used for testing is the Samsung Galaxy S7 and the Apple device used for testing will be an iPhone 7. Any testing on other devices that Customer desires will be a scope increase and Worthwhile will pass through costs for the purchase of a device to perform testing for Customer and will retain the device for future support.
2. Customer Acceptance Testing. The acceptance process for various Deliverables is handled through testing procedures, including integration testing or user testing performed by Customer. Significant time and resources may be required by Customer in order to accomplish testing within the timeframes provided. Customer commits to investing resources to fully test deliverables when presented to the Customer in order to reduce issues during the support period.
1. Plan Limits: Worthwhile provides services based on expected use under our existing rate plans. If at any time it is determined that an individual's usage of system resources is beyond what is expected, we reserve the right to upgrade you to a plan that more accurately reflects your usage or refuse service.
2. Rate Plans. In the absence of a specific agreement otherwise, Worthwhile’s standard rate plans (the “Standard Rate Plans”) apply to all Hosting Services provided by Worthwhile. Worthwhile’s Standard Rate Plans are as follows:
|Service Name||Hosting Package||Rate|
|Hosting - (per site, per month)||Unmanaged.micro.basic||$50.00|
|Hosting - (per site, per month)||Unmanaged.medium.extended||$200.00|
|Hosting - (per site, per month)||Managed.medium.basic||$100.00|
|Hosting - (per site, per month), incl. Standard SSL certificate and Domain Name Registration and Management (per domain, per month)||Managed.medium.basic.plus||$120.00|
|Standard SSL Certificate - Certificate Setup, Hosting and Maintenance (per certificate, per year)||Any||$200.00|
|Wildcard SSL Certificate - Certificate Setup, Hosting and Maintenance (per certificate, per year)||Any||$300.00|
|Domain Name - Registration and Management (per domain, per year)||Any||$40.00|
|Domain Name - Availability Watch (per domain, per year)||Any||$50.00|
|Additional Server Storage - Per additional 10GB or part thereof (per month)||Any||$2.00|
|Additional Data Transfer Bandwidth - Per additional 10GB or part thereof (per month)||Any||$2.00|
|Additional IP Address (per IP Address, per month)||Any||$5.00|
|Reconnection Fee (per Occurrence)||Any||$100.00|
3. Inappropriate Use of Resources:
The following are considered to be inappropriate email uses and may subject a user to termination:
• Using Worthwhile's mail servers to send bulk email
• Harassment of individuals or groups of individuals for any reason
• The dissemination of illegal or harmful material
4. Web Page Content: If a page housed on Worthwhile's servers is deemed to be inappropriate or disruptive by Worthwhile, access to such page may be suspended until the user removes or changes the page. Worthwhile will, in its sole discretion, make the determination of what is inappropriate or disruptive.
5. Resale of Service: If you intend to resell the Service, in whole or in part, charge others for the use of the service, or make available to anyone outside your premises the ability to use the Service or to use it for anything other than corporate purposes, you must notify Worthwhile and enter into a separate contract for such purposes.
6. Copyright Infringement: Worthwhile is committed to complying with U.S. copyright law. The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for owners of copyrighted material who believe that their rights under U.S. copyright law have been infringed on the Internet. Under the DMCA, copyright owners may contact the authorized agent of an Internet service provider to report alleged infringements of their protected works appearing on Web pages hosted by the service provider. Upon receipt of a properly filed complaint satisfying the requirements of the DMCA, Worthwhile will remove or block access to the allegedly infringing material hosted by Worthwhile. If you believe in good faith that a notice of copyright infringement has been wrongly filed, you may submit a counter-notice to Worthwhile. Customers who are the subject of a DMCA notification that meets the below criteria may be subject to account termination at Worthwhile’s sole discretion. Worthwhile will not be a party to disputes over alleged copyright infringement.
If you believe that your copyrights have been infringed, or if a notice of copyright infringement has been filed against you, we advise that you seek legal counsel. We are providing the following information to you for informational purposes only.
6a. Notification of Claimed Copyright Infringement: If you believe that a Web page or other material hosted by Worthwhile is violating your rights under U.S. copyright law, you may file a complaint of such claimed infringement with Worthwhile’s designated agent in the manner described below.
The Worthwhile Company, Inc.
7 South Laurens St
Greenville, SC 29601
For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement:
• A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled as well as information reasonably sufficient to permit Worthwhile to locate the material;
• Information reasonably sufficient to permit Worthwhile and/or another service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address;
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(For more details on the information required for valid DMCA notification, see 17 U.S.C. 512(c)(3).)
You should be aware that, under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and attorneys' fees.
6b. Counter-Notification Procedures: After receiving a notification of alleged infringement, Worthwhile will remove or disable access to the material hosted by Worthwhile that is claimed to be infringing or claimed to be the subject of infringing activity. At the same time, Worthwhile will provide the Customer with a copy of the notice. The Customer may make a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA. Please be advised that you may be held liable for damages if you make material misrepresentations pursuant to federal law in the counter notification. When we receive a counter notification, we may reinstate the material in question.
To file a counter-notification, Customer must provide a written communication with Worthwhile’s designated agent in the manner described below.
The Worthwhile Company, Inc.
7 South Laurens St
Greenville, SC 29601
For your counter-notification to be valid under the DMCA, you must provide the following information:
• Identify the material that Worthwhile has removed or to which Worthwhile has disabled access and the location at which the material appeared before it was removed or access to it was disabled.
• Provide your name, postal address, telephone number, email address, and a statement that you consent to the jurisdiction of the Federal District Court for the district in which your address is located, or if your address is outside of the United States, and that you will accept service of process from the person who provided the initial notification of infringement or an agent of such person.
• Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the removed material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
• Sign the paper or affix an electronic or digital signature to the communication in a form reasonably acceptable to Worthwhile.
Upon receipt of a counter-notification in compliance with the DMCA, Worthwhile will provide the person who provided the initial notification of claimed infringement with a copy of the counter-notification promptly.
After receipt of the counter-notification, Worthwhile will generally replace the removed material and cease disabling access to it, unless Worthwhile’s designated agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order regarding the removed material.
1. Standard Fees. In the absence of a specific agreement otherwise, Worthwhile’s standard service and consulting fees (the “Standard Fees”) apply. Worthwhile’s Standard Fees are as follows:
|Software Assurance (for solutions up to $100,000.00), per month||$333.33|
|Software Assurance (for solutions greater than $100,000.00), per month||4/12% of solution value|
1. Dispute Resolution Process. The following Dispute Resolution Process applies to any Service, Deliverable, or other claim arising under any agreement between Worthwhile and a Customer:
• As a prerequisite to filing any action under this Agreement, a party wishing to raise a dispute must provide written notice and a disclosure of the basic facts and circumstances necessary to understand the dispute to the other party. The parties will then engage in good faith discussion and efforts to resolve the dispute, including a 30-day cure period extendable by agreement of both parties.
• If the parties fail to resolve the dispute through good faith two party discussion, the dispute is then submitted for non-binding mediation before a neutral third party, to be chosen jointly by the parties. The mediation shall be conducted and administered by the American Arbitration Association (AAA) under its mediation rules. The costs of any mediator shall be borne by the party requesting mediation.
2. Warranties. Unless otherwise specified, the Services and any Deliverables in any SOW are provided as-is and with all faults, without any representation or warranty of any kind, either express or implied, including without limitation any representations or endorsements regarding the use of, the results of, or performance of the services, its appropriateness, accuracy, reliability, fitness for purpose, or correctness. The entire risk as to the use of this product is assumed by Customer.
1. Revision Procedure. Worthwhile’s Standard Terms may be updated from time to time by posting an updated copy on Worthwhile’s website, by providing an updated copy to a Customer, or both. Note that Worthwhile typically updates its Standard Terms, including its Standard Rates, once a year in January. Requests for new Services or the continuation of Services by the Customer indicates acceptance of the updated Standard Terms.
2. Effect of Revisions. Revisions to Worthwhile’s Standard Terms do not affect the agreed-upon prices in a SOW unless the SOW itself defines the prices relative to Worthwhile’s Standard Terms.
1. Any capitalized terms not defined herein are given the meaning assigned to them in Worthwhile’s Master Services Agreement.