SERVICE AGREEMENT

Thank you for choosing w3developing, LLC/Golden Dental Marketing/Wydro Media (“us,” “we,” “our”) for your digital Services needs. This engagement letter ("Agreement") outlines the nature of our engagement. It defines the respective responsibilities and expectations for all existing, presently ongoing, or new Services offered or provided to you ("Client") or ("You") as documented in their official form and usually referenced as (“Works”) or ("Services").

Our Services include but are not limited to website design, programming, technology or other research, video production and editing, marketing, social media management, digital advertising, graphic design, technical troubleshooting, custom programming, lead acquisition tools, maintenance, influencer promotions, debugging, training, and general website or technology support.

These Services are defined in a separate document labeled "Project Scope," “Service Agreement,” “Agreement,” or any written, email, text message, direct message, chat, proposal, invoice, or similar mutually understood and approved writings.

While we strive for optimal results, the success of any Services may be impacted by factors beyond our control, such as unforeseeable circumstances or reliance on third-party services. We are not responsible for delays or failures caused by such factors.

The fees for our Services are based on hourly rates for professionals in our field, currently ranging from $50 to $500 per hour. The technical skill required will determine the specific rate applied to each service. We reserve the right to adjust our hourly rates at any time with thirty (30) days' prior written notice, delivered via email or posted on our website. A one (1) hour minimum fee will apply to any Services rendered, regardless of duration.

Our services encompass diverse solutions, including comprehensive research, detailed report generation, and custom programming tailored to your needs. While we strive to understand your goals and scope the project diligently fully, please be aware that all services, resources, and time expended for your project are subject to billing, regardless of whether they were explicitly listed in a prior estimate or proposal.

If You are currently on a monthly or annual fixed-rate Service, the hourly rate will go into effect if estimated, notated, or determined hours are exceeded. The same would apply if there is no fixed production time noted or allotted, and this would be determined, at our sole discretion, based on time, cost, and resources expended.

Our "Website Monthly Maintenance" (or similarly worded) Service covers third-party code updates, such as WordPress themes, Plugins, and Core. It excludes resolution of any issues, including security vulnerabilities, arising from code we did not create (“third-party code.”) We reserve the right to bill hourly to debug, troubleshoot, or resolve issues of this nature.

Although we offer “custom programming” and “programming,” it is crucial to understand the differences between “functional programming” and “visual programming.” Any time we offer functional programming, it will be named “functional” and include “custom programming” or similar wording within the Service agreement. “Functional” implies we will hand-write code that does or causes action, functional, or interactive changes for website managers or end users (customers or website visitors.) The same goes for “visual programming”; however, this term implies visual and graphic design related to hand-coding and our involvement.

Unless otherwise specified, to not reinvent the wheel and to pass significant cost savings onto you, much of our Services utilize third-party code that we’ve used successfully in other projects, even though we will set it up, adjust it, and build it into your website or system. This does not include custom “functional programming” or “visual programming” unless specified in any Agreement. If you request a new feature or function (outside of the third-party code capabilities), this will be presented as a project extension proposal that must have a mutual agreement between you and us to proceed.

Some third-party code requires a monthly licensing fee to use some features and properly maintain and update the code. We will include details about this in the Agreement or project proposal. We will never be responsible for these monthly, annual, or ongoing fees.

While we may offer assistance in configuring your domain name and may, at our discretion, offer domain hosting services, you acknowledge and agree that you bear the sole responsibility for the renewal and ongoing maintenance of your domain name. This includes but is not limited to timely payment of any renewal fees, monitoring expiration dates, and maintaining accurate registry information. We shall not be held liable for any lapse, suspension, or cancellation of your domain name due to your failure to fulfill these responsibilities.

We will sometimes add "bonus" or additional Services at no extra charge beyond any Agreement. Still, these will not necessarily be supported or maintained as a service. Decisions about this are at our sole discretion, and you may or may not be informed about the use or implementation of this service beforehand.

To ensure we can continue delivering good service, we will discuss additional charges if we encounter a surge in change requests, service requests, or other personnel-intensive demands, even if not explicitly stated in any written agreement or contract.

At the instant you are provided login credentials for a website we created, FTP access, domain access, or any other type of access that could alter, modify, adjust, or otherwise make a change to the website, hosting, domain—at any capacity, the full responsibility of any outcomes and all future adjustments, fixes or requests, with no limits or bounds, falls on you. If the need arises for assistance at any level, we will treat it as a brand new “Work Request” or “Training Request” (or similar wording) and provide an estimate or billing structure as routine work. The latter statements also apply if you are on a monthly maintenance plan of any level.

Unless expressly stated, we will not provide any training, education, or instruction as a service in any Agreement. Any Services will be notated with “Training,” “Instruction,” or similar wording within any written project proposal or Agreement.

In addition to our standard fees, while providing Services to you, we might incur other expenses, including travel, design assets, asset filing, paperwork, research, debugging, etc. We will communicate with you beforehand if something of this nature presents itself.

Typically, our billing statements for fees, expenses, costs, and the like will be prepared and sent out by email weekly, bi-weekly, or monthly; due dates are indicated in our invoices. Service payments are expected to be paid on time and can be completed online or through mail. We reserve the right to pause or cancel service if the payment is delayed past our notated due date. Project restart fees and hourly billing might be incurred if the delay causes added administrative work or team reallocation. These fees are at our sole discretion.

If you fail to remain current in the payment of due fees as provided above and or by invoice specifics, you agree that we may cease any work and withdraw as your service provider at any time after that, this not being limited to any Services provided. Additionally, we reserve the right to terminate any Agreement, contract, or otherwise verbal or written, for any reason whatsoever, but will provide 30 days' digitally written notice of termination.

Now or in the future, it is possible that we will service companies considered “competitors.” You agree that we may continue to service or continue to service new or existing clients and those Services that may be adverse to you (directly or indirectly).

You have the right to terminate our Services under this Agreement upon written notice to us. Such termination, however, shall not relieve you of the obligation to pay for Services rendered and costs and expenses paid or incurred on your behalf per this Agreement before the date of such termination.

We strive to maintain, but not excessive, email or text message communication between you and us. We will periodically keep you informed of service status, if applicable. You agree to communicate with us and provide assets as might apply to complete your task or project, such as questions, images, videos, text, or other assets and clarifications—within 24 hours of normal business hours. Excessive delays or production interference could cause us to cancel the project or put it on pause, which could incur additional re-start fees, billed at our sole discretion.

We store all service-related digital assets (such as documents, emails, images, etc.) on various platforms, including 3rd party cloud-based servers (such as Microsoft or Google). Although we take precautions to ensure all your data is secure, there is still a risk your information could be vulnerable. By signing below, you consent to our usage of such storage devices.

We retain all rights, titles, and interest in and to all technology, code, websites, assets, copywriting, videos, usernames, passwords, and any other tangible or intangible work product (collectively, the "Works") created, developed, or designed by us, excluding those commissioned and notated explicitly for and delivered to Client. Client may not use the Works for any other purpose without our prior written consent. Client may not reverse engineer, decompile, or disassemble the Works or attempt to discover or access the Works' source code or underlying algorithms. Client agrees to keep the Works confidential and not disclose them to any third party without prior written consent from Us. The latter statements naturally do not apply to code legally recognized as “Open Source” or similar licensing.

​​You acknowledge and agree that you are solely and fully responsible for the creation, provision, and accuracy of all legal content required for the website or Works we create, including but not limited to the Terms of Use and Privacy Policy. We shall not be held liable for any inaccuracies, omissions, or legal implications arising from such content. You further agree to: (a) Provide the us with final, approved copies of all required legal content in a timely manner, ensuring their compatibility with the Website's design and functionality. (b) Independently seek legal counsel to ensure the legal content's compliance with applicable laws and regulations. © Promptly update legal content as needed to maintain compliance and accuracy. (d) Obtain any necessary consents or permissions for the use or inclusion of any third-party content within the legal documents.

We are not a law firm or legal entity, and any website, marketing, or technology legal violations, knowingly or unknowingly, are your sole and complete liability and responsibility. Further, we will not be held legally liable for any reason whatsoever in the full spectrum of possibilities (such as a broken website, security breaches, unsuccessful marketing campaigns, or any other problem that causes hardship or concern), not limited to financial losses, customer losses, or public relations damage. Lastly, we do not advise or consult on legal matters.

In the unlikely event that a dispute arises out of or relating to Service or Agreement, it shall be resolved exclusively and finally through binding arbitration in Yamhill County, Oregon, in accordance with the standard rules of the area. The laws of the State of Oregon shall govern this Agreement without regard to its conflict of laws provisions.

This letter overrides any other prior agreements. Please review it carefully and let us know if you have any questions or concerns.