Last updated: 10/06/2020
This Terms of Service Agreement (“Agreement”) describes the terms governing the services provided by Trillium Solutions, Inc. (“Trillium”) to provide website hosting and support (“Website Hosting”) for client websites currently hosted by Trillium, including all updates, bug fixes, training, and support offered to our clients to ensure their websites continue to be available for their customers.
You can review the current version of this Agreement at any time at http://trilliumtransit.com/legal.
By hosting your website on Trillium’s servers (and those servers and services subcontracted from WPEngine, Cloudflare, and other vendors), you agree to be bound to the terms in this Agreement. Trillium reserves the right to update and change this Agreement at any time without notice and your continued use after such changes shall constitute your consent to such changes.
This Agreement is valid and enforceable where there is no written and signed contract between you and Trillium and wherever any written and signed contract that exists does not explicitly state terms different than those set out herein. In the event that you and Trillium have a separate contract that explicitly overrides terms in this Agreement, those terms will also override any updates to this Agreement.
Terms of Agreement
- Updates and support Website Hosting and Support includes the processing of reasonable support requests by Trillium to aid you in the management of your website. All inquiries regarding the backend hosting setup of your website should be directed to [email protected]
- Support requests Support requests sent to [email protected] will be answered within 2 business days of their receipt. If this requirement is not satisfied during a month, half of the month’s prorated fees will be credited. Trillium will support clients by phone when requested, but a request for a phone call must be sent by email to [email protected].
- Bug fixes Trillium will correct any issues caused by Trillium’s negligence. You may send information on any observed possible bugs to [email protected] at any time.
- DNS record management and advice Trillium will maintain the DNS records for your web domain through Cloudflare, unless directed to do otherwise by your agency. Trillium will record how DNS records are managed for your agency and will answer questions regarding those DNS records, even if Trillium does not maintain those record.
- Website content management The manipulation and maintenance of your website by Trillium agents does not fall under the definition of support. Such services will be billed separately at an hourly rate quoted at the time of service request, and performed upon your authorization.
- Basic website maintenance Trillium will deploy its standard website maintenance process to ensure that plugins, software dependencies, and the WordPress CMS remain reasonably up to date.
- Google Analytics support Trillium will answer questions and provide support to assist the agency in utilizing data collected by Google Analytics about the usage of your website. However, this does not include the creation of custom Google Analytics support or development services which would allow the creation of additional usage data.
- Usage Rights, Intellectual Property, Rights to Data, etc.
- Intellectual Property Your agency website, including the custom website code developed by Trillium, is your property. All data and applications stored on your website servers are the property of your agency. You may copy, transmit, adapt, alter, reproduce, sell, or trade any customized portion your website, and may assign these rights to any other party at your discretion.
- License for proprietary and open source software Trillium websites are built utilizing the open source WordPress content Management system, utilize various open source plugins maintained by Trillium or other companies, and often utilize proprietary plugins or code licensed from various companies. Your use of this software is pursuant to the licenses or terms of service of these companies, as they apply to the particular software applications in question.
- Trillium will, as part of its support services, explain the source of any code utilized by your and what licenses may apply to that code.
- Rights to created data and content All data and content created on the website is owned by your agency. Trillium is not responsible for the functioning, display, or accuracy of this website content or data.
- Payment Trillium will issue an invoice for Website Hosting and Support with payment due within 30 days of receipt.
- Late payment Trillium reserves the right discontinue your access to your website in the event of late payment. No refunds will be issued in the event that access is revoked as a result of late payment and you will still be responsible for making this payment.
- Increased Use/Cost The cost for hosting and supporting websites is based on estimated site views and use. In the event that use of your website increases over the course of your subscription or the cost of providing Website Hosting and Support increases, Trillium has the right to increase your annual cost for the next year of service. In the event that Trillium raises costs, you will be notified in writing and have 30 days to opt to cancel your subscription.
- Unforeseeable and extreme increase in use In the event that your use of your website unforeseeably increases so substantially that the service Trillium is providing becomes unreasonably in excess of the cost originally decided upon, or that Trillium’s original understanding of your usage was based on misrepresentation, Trillium has the right to discontinue services.
- Period of Service Website Hosting and Support is offered on a subscription basis for a one-year period as stated on your annual invoice from Trillium.
- Renewal: For renewal of the service subscription, this invoice shall be issued on net 30 terms 30 days before the beginning of your year of service, and be due at the beginning of that duration. Trillium reserves the right to prevent access to Website Hosting and Support in the case of late payment, excepting that in the case of delayed issuance of an invoice by Trillium, the duration of your subscription will begin on time without cessation of services from the previous period and the payment terms will remain at 30 days from the date of issuance of the invoice.
- Cancellation: If you wish to cancel your subscription to Website Hosting and Support, you must notify Trillium in writing. Your account will be terminated at the end of your subscription period. No refund will be issued for proration of the service period. Your data (which belongs to you) must be migrated to a different server by the end of your period of service and any third party applications that access the data stored on Trillium servers must be notified of the new location of that data if you wish them to continue to access it. If you do not want your subscription to renew, you must notify Trillium in writing at least 30 days before the end of your subscription period.
- Trillium will aid and support the migration of your website to a new website host.
- Data storage Data may be stored in multiple places. Trillium performs routine backups of data for the consideration of the prevention of data loss due to server failure. Trillium is not responsible for Acts of God or natural disasters resulting in data loss.
- Privacy Trillium may store confidential information about you on its servers and on third party servers for use in applications Trillium uses for the purpose of managing its business, including names of employees and affiliations, addresses, etc. All confidential information stored for the purpose of managing its business will be kept in the strictest confidence and will not be disseminated under any circumstances other than for the purpose of the normal course of business operations. Your status as a Trillium client, however, may be publicly disseminated.
- Accuracy of data Trillium is not responsible for errors resulting from inaccurate or incomplete data entry by the client or its contractors.
- Termination Trillium may terminate this Agreement without notice or suspend use of Website Hosting and Support if you fail to comply with this Agreement. In the case that Trillium terminates or suspends Website Hosting and Support due to failure to comply with this Agreement, Trillium is not required to refund any fees previously paid or cancel any outstanding invoices. Trillium may terminate this Agreement for convenience up to the time your payment is received.
- Conflict Resolution
- Governing Law This Agreement will be governed by the laws of the State of Oregon, without giving effect to its conflict of law principles.
- Arbitration Any dispute relating in any way to this Agreement must be submitted to confidential and binding arbitration in Multnomah County, Oregon. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association, and the arbitrator’s award may be entered as a judgment in any court of competent jurisdiction.