Terms of Use

This document covers terms, definitions, and procedures and policies related to the products and services provided by E-CLIMB.ONLINE

Agreement Provisions

Unless stipulated otherwise in writing, executed by both Parties (E-CLIMB.ONLINE and Client), the following standard Agreement contractual terms shall apply to all projects:

Project Timeframe:

E-CLIMB.ONLINE will work with best efforts and professional diligence to complete all projects in a timely manner. This requires a mutual commitment between E-CLIMB.ONLINE and Client, without whose timely cooperation E-CLIMB.ONLINE will be unable to complete its work as planned.

It is essential that E-CLIMB.ONLINE receive full and timely support and cooperation from the Client, to provide payments, content, assets, feedback, approvals, support, input and direction as requested by E-CLIMB.ONLINE. If Client fails to timely respond to multiple requests by E-CLIMB.ONLINE for feedback or approvals or to otherwise adhere to deadlines as outlined in the timeline submitted by E-CLIMB.ONLINE after the Project Kickoff, this may be a cause for Termination of the Agreement for Abandonment per the terms outlined below. Client acknowledges this material obligation and critical responsibility and agrees to work with E-CLIMB.ONLINE as requested to achieve this goal.

Payment Terms:

The fee representing the hours of services to consult with Client and perform requested changes is due upon contract execution.

If Client wishes to purchase any additional hours they can do so at the standard rate of $125/hour, as needed. If any final payment is due beyond the hours included herein, for additional client-requested products and services (if any), based on actual time and materials used, then it will be due to be paid upon performance of services but prior to Client training, files/website release or go-live (as applicable).

Items To Be Provided By Client:

Work and collaboration in good faith and best efforts with E-CLIMB.ONLINE to accomplish project goals. Timely cooperation and assistance with feedback as needed. Access to existing code (e.g. server/hosting/CMS/database, as requested by E-CLIMB.ONLINE). Payment(s) as agreed. Any necessary production assets including, but not limited to, business intelligence necessary for the purpose of the development of the website, wireframes, design files, logos / graphic files, images, text content. Project specifications. Beta testing support. Support and resources of Client’s internal team, as needed. Signed approval of E-CLIMB.ONLINE’s Website Acceptance and Release Agreement upon request by E-CLIMB.ONLINE for project milestones and development completion, but prior to training, admin access/website files release or Go Live. Authorization for visible, discreet E-CLIMB.ONLINE web development signature (regular, unmodified backlink) on global footer of new website for a minimum of one year from date of the website go-live.


A) Termination for Default. Either party will have the right to terminate this Agreement for material breach of a material obligation that is not cured within thirty (30) days after written notice of such breach. For purposes of this Agreement, any act or failure to act by any third party contractor of E-CLIMB.ONLINE or any employee of E-CLIMB.ONLINE or such third party contractor shall be deemed an act or failure to act by E-CLIMB.ONLINE.

B) Termination for Abandonment. E-CLIMB.ONLINE shall have the right but not the obligation to terminate this Agreement immediately if Client fails to timely respond to multiple requests by E-CLIMB.ONLINE for required feedback or approvals, or to otherwise adhere to deadlines as outlined in the timeline submitted by E-CLIMB.ONLINE after the Project Kickoff despite multiple requests by E-CLIMB.ONLINE.

C) Effect of Termination. Upon termination, in whole or in part, of this Agreement, E-CLIMB.ONLINE will, upon Client’s execution of E-CLIMB.ONLINE’s Website Acceptance and Release Agreement and completion of final settlement of Client’s billing account, deliver to Client all Client data, intellectual property, materials and other elements of the project necessary for Client or a competent provider selected by Client to continue the project.

a) Final settlement of Client’s billing account shall be defined as one of the following:

(i) If upon termination additional payment by Client is required to cover the hourly cost of the performance of services by E-CLIMB.ONLINE, then E-CLIMB.ONLINE shall invoice Client for such billable services and, upon receipt of payment in full of all unpaid invoices for services rendered prior to termination date NEWMEDIA shall mark Client’s billing account as settled in full; or

(ii) If upon termination payment that has already been made by Client to E-CLIMB.ONLINE exceeds the cost of the hours performed by E-CLIMB.ONLINE to provide services to Client prior to termination date, then E-CLIMB.ONLINE will refund to Client the difference between the amount of all payment(s) received and the total cost of such hourly services performed, at which point Client’s billing account shall be marked as settled in full.

D) In addition, E-CLIMB.ONLINE will upon request provide Client with reasonable assistance in transitioning in-house or to an alternate provider of services on a billable time and materials basis.

General Terms & Definitions

Alpha and Beta are the first two characters of the Greek alphabet. Presumably these characters were chosen because they refer to the first and second rounds of design, development and testing, respectively. Based on the web design/development/software release lifecycle, here’s how E-CLIMB.ONLINE characterizes each phase of development:

1. Pre-Alpha

The design is still being worked on and/or the software is still under active development, and not feature-complete or ready for consumption by anyone other than internal designers and/or developers. There may be milestones during the pre-alpha concerning specific aspects of the design(s) or functionality, and multiple revisions and/or builds for internal developers or client-users who are comfortable living on the bleeding edge.

2. Alpha

The design is complete and client-approved and/or the core software is complete enough for internal (E-CLIMB.ONLINE) testing. This is the stage at which the specific custom functionality begins to be implemented and tested, and the design that was approved begins to be themed against the application install. The project is still within the same organization or community that developed the software at this stage.

3. Beta

The project is complete enough for external testing – that is, by groups (i.e. the client) outside the organization or community that developed the software. Beta projects are usually at least 90% feature-complete, but may have known limitations or bugs, or partially incomplete components related to specific custom functionality. Betas are either closed (private) and limited to a specific set of users, or they can be open to the general public.

4. Release Candidate

The project is almost ready for final release. No feature development or enhancement of the project is undertaken; tightly scoped bug fixes are the only code that is allowed to be written in this phase, and then only for the most serious and debilitating of bugs. An experienced software developer once described the Release Candidate phase as: “does this bug kill small children?”

5. Gold

The project is finished – and by finished, this means there are no show-stopping, “small-children-killing” bugs in it. That we know of. There are probably numerous lower-prority bugs triaged into the next point release or service pack, or version 2.0 release, as well. This is the nature of custom development, however you can rest assured that the experts at E-CLIMB.ONLINE understand this process very well, and that we’ll work with you throughout!

Policies & Procedures

The Client agrees at all times to adhere to E-CLIMB.ONLINE’s contractual policies, as well as its published TOS and AUP, which may be modified at any time without warning. If Client wishes to engage with third-party individuals or organizations to work in conjunction with E-CLIMB.ONLINE on the creation, maintenance, management or other performance of any services, or to access any E-CLIMB.ONLINE-managed technology services (including, but not limited to hosting infrastructure, Github repositories, or website CMS access), Client agrees that it shall hold its agent(s) to the same standard and to bind them according to the same terms as Client’s direct obligations to E-CLIMB.ONLINE. Subject to this agreement, E-CLIMB.ONLINE agrees to cooperate with Client and Client’s designated agent on the basis of the agreement by Client that Client agrees to hold E-CLIMB.ONLINE harmless and assumes responsibility for all such third-party performance and accepts all liability for any issues that may arise as a result of such access or cooperation provided by E-CLIMB.ONLINE in good faith.

Client further agrees to ensure that any such nominated third party agent or other individual that was not a party to Client’s original agreement with E-CLIMB.ONLINE will execute E-CLIMB.ONLINE’s agreements, including but not limited to NDA, Waiver, Acceptance and Release of Liability, upon request by E-CLIMB.ONLINE. E-CLIMB.ONLINE shall not be required to provide any assistance or requested access to Client or to any Client-nominated party unless and until such agreement(s) have been executed. If E-CLIMB.ONLINE elects in good faith to waive this requirement in the short-term for the sake of expeditiousness this does not release Client or Client’s agent from the obligation to provide such signed agreements after the fact upon request by E-CLIMB.ONLINE.

Client assumes responsibility for all content and agrees to hold E-CLIMB.ONLINE, its employees, agents, officers, and directors harmless from any claims or actions arising from any violation of trademark protection by the Client, or Client’s owners, agents, employees, and independent contractors.

In no event is E-CLIMB.ONLINE liable to the Client or the Client’s owners, agents, employees, and independent contractors for exemplary, incidental, indirect, special or consequential damages of any kind, including without limitation loss of profit, savings or revenues, or the claims of third parties including end users, whether or not E-CLIMB.ONLINE has been advised of the possibility of such loss, however caused and on any theory of liability, arising out of this agreement or the relationship of Client and E-CLIMB.ONLINE.

Resource Planning and Allocation

E-CLIMB.ONLINE needs adequate time to assign resources to Projects. Meetings are conducted each Friday morning to resource plan for the following week. If a client requests immediate services that were not originally planned or resources allocated, one (1) additional week may be required to assign the proper resources and perform the work.

As it relates to fixed-price, or defined-scope agreements, E-CLIMB.ONLINE’s policy regarding billing and deliverables is as follows:

E-CLIMB.ONLINE prides itself in providing excellent customer service. To that end, we welcome input from the client during the design process. We understand, however, that clients may request significant design and/or development changes to items that have already been created to the client’s original specification. To that end, please note that any fixed-price agreement does not include a provision for significant page modification or additional programming to that which is clearly specified in the original agreement.

If significant page modification or programming is requested after work has been completed and/or approved, additional charges will be incurred. Some examples of significant page modification at the request of the Client include:

Developing a new table or layer structure to accommodate a redesign at the Client’s request. Recreating or modifying the company logo graphic at the Client’s request. Replacing more than 25% of the text to any given page at the Client’s request. Creating a new navigation structure or changing the link graphics at the Client’s request. Reprogramming of existing/wp-contentroved/agreed functionality. If page modification is requested by the Client after approval has been given, a change request with estimated costs will be submitted for client approval prior to changes being started.

Upon completion of the development, or upon interim milestones, Client will be advised that the work has been completed and E-CLIMB.ONLINE will request that Client execute E-CLIMB.ONLINE’s acceptance agreement. Client’s obligation to provide such written acceptance upon request, per the original project contract which is binding upon the Parties, is a material obligation pursuant to the contract with E-CLIMB.ONLINE and failure to provide it shall constitute a breach of contract.

After contract has been paid in full, and formal written acceptance has been provided per E-CLIMB.ONLINE’s request, then Client’s site will then be made live if it is to be hosted by E-CLIMB.ONLINE, or it will be released to the client for setup at their hosting provider. E-CLIMB.ONLINE will burn one copy of the client’s web site onto a DVD, or set up one copy of the website on our live hosting server, at the client’s request, upon completion of the site and upon receipt of final agreement balance. Additional backup copies of the DVD will be made available for a flat fee of $525.00 each (3 hours @ $175/hr).

If the website is not hosted with E-CLIMB.ONLINE, then E-CLIMB.ONLINE will upon request provide basic written instructions on how to set up a standard configuration site on a properly configured web server. However, it is the client’s responsibility to set up and install all files on their server and to test and ensure they are working properly. E-CLIMB.ONLINE will provide assistance to the client at our prevailing hourly rate upon request. E-CLIMB.ONLINE is neither responsible nor liable for conditions or limitations of servers that are not managed by E-CLIMB.ONLINE.

E-CLIMB.ONLINE will provide the client with full administrative access to the website CMS upon approval of E-CLIMB.ONLINE’s work, and receipt of a signed statement acknowledging the complete functionality to the client’s satisfaction and releasing E-CLIMB.ONLINE from any claims for issues that may suddenly arise after allowing the client or any other 3rd party to access the administrative backend. Unfortunately, it is the nature of the modern-day Internet that the tools that are available to allow clients to manage their own websites also create the potential for clients to accidentally damage those sites, and our policy is that we cannot be held liable in such an event.

All work is guaranteed to be delivered as specified and fully owned by the client upon payment as agreed. Any alteration or deviation of specified work will incur additional costs, and the requesting representative of the Client acknowledges those additional fees. E-CLIMB.ONLINE requires final payment before site launch or final site files being released.

Copyrights and Trademarks

The Client represents to E-CLIMB.ONLINE and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to E-CLIMB.ONLINE for inclusion in web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and Client will hold harmless, protect, and defend E-CLIMB.ONLINE and its owners, agents, employees and subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

General Contract Provisions:

Client assumes responsibility for all content and agrees to hold E-CLIMB.ONLINE, its employees, agents, officers, and directors harmless from any claims or actions arising from any violation of trademark protection by the Client. E-CLIMB.ONLINE assumes responsibility for Services performed and warrants to Client that no E-CLIMB.ONLINE Services shall infringe a patent, copyright or other proprietary right of any third party and agrees to hold Client, its employees, agents, officers, and directors harmless from any claims or actions arising from any violation of patent, copyright or other proprietary right by E-CLIMB.ONLINE. In no event shall either Party be liable to the other for exemplary, incidental, indirect, special or consequential damages of any kind, including without limitation loss of profit, savings or revenues, or the claims of third parties including end users, whether or not any Party has been advised of the possibility of such loss, however caused and on any theory of liability, arising out of this agreement or the relationship of the Parties.

E-CLIMB.ONLINE will have the option to perform work at its headquarters currently located at 1400 16th Street, Suite 400 Denver, CO 80202 or elsewhere, as determined appropriate by E-CLIMB.ONLINE. E-CLIMB.ONLINE shall not be obligated to perform any work at Client’s location or other location(s) of Client’s choosing. E-CLIMB.ONLINE may perform its obligations under this Agreement with internal salaried personnel, external contract personnel, or any combination thereof as determined at E-CLIMB.ONLINE’s sole discretion. E-CLIMB.ONLINE will meet with Client as necessary for project task assignment, updates and reporting, either in-person or virtually, by phone conference, GoToMeeting, Google Hangout or similar, as often as reasonably requested by Client (days and times TBD) to ensure smooth and timely performance and adherence to schedule. No travel by any E-CLIMB.ONLINE resources is contemplated in this Agreement.

E-CLIMB.ONLINE offers an optional product, known as the 200% Money-Back Guarantee, which is an additional level of service that comes with an additional cost premium, which must be purchased by Client and added to the Estimated Project Cost table to be effective. Unless the Client elects to purchase this product for the services contemplated by this Agreement, for an additional explicit fee, no 200% Money-Back Guarantee shall be included.

Client acknowledges that E-CLIMB.ONLINE accepts payment by credit card as a courtesy, and in the event that the Client attempts to dispute or charge-back any payment(s) made with a credit card, the Client will damage E-CLIMB.ONLINE in amounts that will be difficult to prove and quantify. Accordingly, the Client agrees that, in the event that the Client does attempt to dispute or charge-back this credit card transaction, even if such attempt is not upheld by the credit card company and no portion of the Client’s payment is returned to the Client as a result of the dispute, the Client will regardless be liable to E-CLIMB.ONLINE for liquidated damages in the amount of 200% of the full invoiced amount, in addition to actual damages and any and all costs incurred by E-CLIMB.ONLINE in prosecuting such action or pursuing collection. The Client further agrees that, in the event that any chargeback action is taken once this payment has been processed, the Client will be in breach of this contract and subject to legal action, and the Client agrees that E-CLIMB.ONLINE shall in that event be entitled to all expenses incurred in the enforcement of this contract, including but not limited to costs and attorney’s fees. If necessary, all legal actions concerning breach of this agreement shall be initiated, filed, and tried in District Court for the City and County of Denver, Colorado.

If any part of this Agreement is held by a court of competent jurisdiction to be invalid, then;

a) Where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and

b) In any case the offending provision must be severed from this Agreement the remainder of this Agreement shall continue in full force and effect unless such reading down or severance affects the basic nature of this Agreement.

Now Let’s Create Something Great Together!