The terms & conditions outlined here and all other documents that are referenced here or linked within the terms are all equal parts of this entire agreement. When you agree to these terms, you are agreeing to all the terms of service outlined in their entirety. The agreement represents the contracted work between KMC (https://kmcportal.com) and any client or business who chooses to enter into a contracted agreement with KMC for web design, web hosting, logo design, email marketing, social media marketing, and any other services KMC offers to the client. KMC may hereon be referred to as “We,” “Company,” “Party,” or “KMC.” Businesses contracted with KMC may hereon be referred to as “Client” “Party,” or if both Client and KMC are referred to together, may hereon be “Parties.”
- Terms of Service Definitions.
1.1 Date of Effect: This term covers the date a contractual agreement is entered into between Client and Company.
1.2 Launch Date: This term covers the date of which the Client website, client email campaign, or client social media campaign are published/made live/made available to Client customers, public eyes.
1.3 Client Website: This term covers the consumer-communicating website for the Client, built by KMC or provided from Client and hosted through KMC website services via this agreement.
1.4 Client Properties: This term covers any and all of the Client representative Social Media accounts/sites, location-based sites, and the Client website.
1.5 IP: Intellectual Property, including any and all trademark, copyrights, proprietary information and data, patent, trade secrets.
1.6 Client-Provided Material: This term covers all goods, services, and proprietary information secured and supported by the Client. Including, without limitations, names, logos, Client provided images, graphics, photos, videos, audio clips and designs, catchphrases and slogans, content, publications, software, hardware, plugins, etc. This term additionally covers the Client website domain name, and any usernames/passwords, account information for social media sites/accounts, location-based sites that were created by the client. Any material the Client provides for information, material, content for the purposes of KMC to display, publish, reproduce for distribution.
1.7 Location-based Site: This term covers any and all local business listings created for the Client on any location-based websites that KMC selects for the good of the Client, including but not limited to Yelp, Google, Yahoo, Bing.
1.8 Social Media Site: This term covers any and all social media sites created for the Client or run by KMC on behalf of the Client. These social media sites may be any and all that KMC selects for the good of the Client, including but not limited to Instagram, Facebook, YouTube.
1.9 KMC-Provided Material: This term covers anything referred to as “KMC-Provided Material means concurrently: (a) the KMC Website and all its contents, materials, elements, images, content, features and functionalities thereof, this is excluding all Client-Provided Material contained within; (b) all KMC names, branding, logos, designs and brand images; (c) all links and advertisements provided by KMC; (d) all KMC Systems (as defined below) and all hardware, software, tools, technologies, processes, methods, techniques and know-how provided by KMC (whether for use by KMC or Client or otherwise) in the rendering of the Services; and (e) all results, work products and deliverables of the Services (including, without limitation, all Client Properties source code, object code, HTML files, Java files, data files, scripts, programs, templates, user interface designs, themes, page layouts and look and feel, and documentation created by KMC), but excluding Client-Provided Material contained therein.
1.10 KMC Systems: This term covers all computer servers, networks, and systems owned, controlled, or operated by KMC and/or its corporate affiliates in connection with the rendering of the Services, including, without limitation, those associated with the KMC Website.
1.11 User: This term covers any person who visits or uses the Client Website but excludes each of the Parties and anyone who uses the Client Website on behalf of a Party.
1.12 User-Produced Material: This term covers any content or material uploaded, posted, submitted, or transmitted by a User on or via the Client Website.
1.13 Excused Outage: This term covers any outage, unavailability, interruption, delay, or degradation of the Services or the Client Website resulting from or caused by any of the following: (i) scheduled downtime, maintenance or repair; (ii) any act or omission by Client or anyone acting under its authority or on its behalf; (iii) any Client-Provided Material; (iv) any User-Produced Material (as defined below); or (v) Force Majeure (as defined below).
1.14 Force Majeure: This term covers a cause or event that is beyond the reasonable control of KMC and could not reasonably have been foreseen or avoided, including, without limitation, third-party network or system outage, hacking, virus attack, or another form of sabotage, Acts of God, acts of government, strikes, lockouts, riots, insurrection, civil commotion, war, and terrorist attacks.
1.15 Services: The definition of this term can be found in Section 2.1 of this Agreement.
1.16 Service Fee: The definition of this term can be found in Section 3.1 of this Agreement.
1.17 Term: The definition of this term can be found in Section 4.1 of this Agreement.
2.1 Services: Subject to the terms and conditions of this Agreement, KMC may provide the following services to Client: (a) providing tools for Client to design and construct a Client Website for distribution to desktop and mobile devices; (b) hosting the Client Website during the Term; (c) updating and suggesting content and design changes enhance the Client Website’s ranking in search engines; (d) setting up listings for Clients on certain Location-Based Sites; (e) setting up and administering accounts for Client on certain Social Media Sites; (f) setting up and administering any and all branding, graphic design — included but not limited to logos, promotional materials, packaging design, and any or all services not explicitly mentioned that KMC is contracted to provide (g) any other service offered by KMC for which the Client is paying a fee (collectively the ‘Services’). KMC will provide the applicable Services to the Client based upon the package selected by the Client at registration. In addition, KMC reserves the right to add, modify, or discontinue Services from time-to-time in its sole discretion. However, KMC shall provide Client thirty (30) days prior written notice in the event KMC discontinues any Service. KMC agrees to use commercially reasonable efforts to ensure that during the Term, the Client Website will be operational and accessible to Users on a 24/7 basis, except during any Excused Outage.
2.2 Subcontractors: Client acknowledges and agrees that KMC may, in its sole discretion, use one or more third-party contractors (each, a ‘Subcontractor’) to provide some portions of the Services and/or other services related to the operations of the KMC Website and/or the Client Properties, which may include, without limitation, data processing and storage, data security, technical support, purchase and payment processing, order fulfillment, and other e-commerce related functions.
2.3 Reservation of Right: Notwithstanding anything herein to the contrary, Client acknowledges and agrees that KMC shall have the absolute right, at any time and with or without notice to Client, to (a) suspend, disable, block, restrict or limit access to the Client Website or any portion thereof and/or (b) take down and remove any content or material (including, without limitation, any Client-Provided Material, any User-Produced Material, or any KMC-Provided Material) from the Client Website, if doing so, in KMC’s sole judgment, is necessary or advisable in order to comply with any applicable law or regulation or to protect KMC or its corporate affiliates from actual or potential claims or liabilities, or for any content or material which KMC determines is offensive (including any pornographic images, any foul language, disparaging remarks, derogatory remarks regarding the religion, sexuality, politics, appearances or other characteristics or beliefs of any other person or entity, etc.), or infringes, misappropriates or violates any IP or other right of any person or entity.
2.4 KMC-Provided Material: Subject to the terms and conditions of this Agreement, KMC with this grants to Client a non-exclusive, non-transferable, non-sublicensable, limited right and license to use KMC-Provided Material solely to receive the Services from KMC and operate the Client Properties during the Term.
2.5 Client-Provided Material: Subject to the terms and conditions of this Agreement, Client hereby grants to KMC a non-exclusive, non-transferable, non-sublicensable (except to a Subcontractor), limited right and license to use, reproduce, post, display, exhibit, transmit, publish and/or distribute (as the case may be) Client-Provided Material solely to provide the Services to Client during the Term in connection with the Client Properties. Client represents and warrants that: (a) it has the right to furnish and authorize use of Client-Provided Material by KMC in accordance with this Agreement; and (b) no Client-Provided Material will infringe upon or violate any right of any third party.
2.6 Domain Names: Client may select the domain name for the Client Website, which KMC shall register (if available for a reasonable dollar amount at KMC’s discretion) in the Client’s name and maintain and manage for the Client during the Term. To the extent Client has already registered the Client Website domain name, Client shall, promptly after the Effective Date, give KMC full access to the domain name account and authorize KMC to maintain and manage the account during the Term. Upon the expiration or termination of this Agreement, KMC shall turn over the control of the Client Website domain name to Client.
2.9 User Aggregate Data: Client acknowledges and agrees that KMC may (whether directly or through one or more Subcontractors) collect and derive aggregate data (i.e., information that does not identify any User individually, such as site traffic data and anonymous demographic information about Users) from the Client Properties, and that all such aggregate data shall become the property of KMC and may be freely used by KMC and its corporate affiliates for any and all lawful purposes.
2.10 Restrictions on Use: Client (including all those acting under its authority or on its behalf) may not use the Services or the Client Properties or any KMC-Provided Material, other than for Client’s own legitimate and lawful business purposes and in a manner that complies with this Agreement and all applicable laws and regulations. Without limiting the generality of the foregoing, Client (including all those acting under its authority or on its behalf) shall not:
- (a) use any of the Services or the Client Properties or any KMC-Provided Material to engage in fraudulent, deceptive or misleading activities or practices;
- (b) use any of the Services or the Client Properties or any KMC-Provided Material to engage in infringement, misappropriation or violation of any IP or other rights of any person or entity;
- (c) use any of the Services or the Client Properties or any KMC-Provided Material to engage in spam or transmission or distribution of unsolicited commercial messages in violation of applicable laws or regulations;
Client acknowledges and agrees that, in the event of any breach or violation of this Section 2.10 by Client or anyone acting under its authority or on its behalf, KMC shall be entitled to immediately terminate this Agreement pursuant to Term & Termination 4.3(a) Section of this Agreement.
2.11 Monitoring: Client acknowledges and agrees that KMC shall have the right to electronically and remotely monitor Client’s use of the Services, the Client Properties, and KMC-Provided Material to verify Client’s compliance with the terms of this Agreement.
2.12 Passwords: The client shall safeguard all usernames, passwords, and other account access information for any Client Property (collectively ‘Passwords’). Client shall be fully responsible for all activities that occur under its Passwords and shall promptly notify KMC of any unauthorized use of its Passwords of which it becomes aware.
2.13 Advertising: Client acknowledges and agrees that during the Term: (a) the Client Website shall prominently display the phrase ‘Copyright (2020) KMC’ and/or such other expression(s) determined by KMC that identify the Client Website as designed and hosted by KMC; and (b) KMC shall have the right to place and display KMC-branded links and advertisements (e.g., banner and button ads) on the Client Website.
2.14 Ownership: As between the Parties: (a) all KMC-Provided Material and all IP rights associated therewith shall remain the sole property of KMC, and all use thereof by Client shall inure to the sole benefit of KMC; and (b) all Client-Provided Material and all IP rights associated therewith shall remain the sole property of Client, and all use thereof by KMC shall inure to the sole benefit of Client.
2.15 Client Information: By submitting Client information (including, without limitation, Client’s name, address, email, telephone, and other contact information, billing and payment information, Passwords, and other Client-related information as provided by Client (collectively ‘Client Account Information’) to KMC, Client expressly represents and warrants that all Client information submitted is Client’s own information and is truthful, current and accurate, and Client further expressly acknowledges and agrees as follows:
- (a) KMC may collect, store, retain, and use Client Account Information for all purposes related to KMC’s performance and enforcement of this Agreement, as well as to comply with applicable laws and regulations. Client billing and payment information (e.g., credit card information) will only be used for payment processing and collection purposes related to the Client’s account and agreement with KMC and will not be used or stored for any other purposes (except as expressly otherwise stated).
- (b) KMC does not knowingly share Client Account Information with any non-affiliated third party for such third party’s direct marketing use unless the Client elects to opt-in (whether on the KMC Website or otherwise) to receive marketing communications directly from such third party.
- (c) KMC may disclose Client Account Information (including Client billing and payment information, if applicable) to Subcontractors who need to access such information to perform services for KMC, the KMC Website, and/or the Client Properties; it being understood that KMC will require its Subcontractors to limit their use of Client Account Information solely to the purposes for which the information was disclosed by KMC and to maintain the confidentiality, security, and integrity of the information and not make any further disclosure to others.
- (d) KMC may disclose Client Account Information (including Client billing and payment information, if applicable) to others if doing so is required by law or, in KMC’s good faith belief, is reasonably necessary to: (1) comply with legal process (including a court order or subpoena); (2) cooperate with law enforcement; (3) enforce this Agreement or the Legal Notices for the Client Properties; (4) respond to an emergency; or (5) protect the rights, property or safety of KMC, Users, and/or the public.
- (f) When Client uses the KMC Website, the site servers automatically generate log files that may contain data linked to the Client, such as IP addresses, ISP domain names, browser types, operating systems, referring/exit pages, date/time stamps, clickstream data, etc. Also, to the extent Client has enabled ‘cookies’ in its browser, KMC may use ‘cookies’ to collect session information about the Client’s visits and activities on the KMC Website. KMC collects and uses log file data and cookie session information for its operational purposes, including for purposes of improving Client experience on the KMC Website, collecting and analyzing traffic and activity data related to the KMC Website, managing Client relations, etc.
- (g) KMC may collect and generate aggregate and group information based on Client and others’ visits and activities on the KMC Website, or by combining Client-related information with information about KMC’s other clients. Such aggregate information is anonymous and does not identify the Client individually. KMC shall be free to use and share with others such as aggregate information for market research/analysis, marketing and advertising, and other business purposes.
- (h) KMC will use commercially reasonable measures to safeguard Client Account Information, but absolute security cannot be guaranteed. No data transmission over the Internet and no data storage can be 100% secure. Consequently, KMC does not warrant or guarantee the security of any information Client transmits to, from, or on the KMC Website. KMC will endeavor to notify the Client in the event KMC becomes aware of a breach or suspected breach of the security of Client Account Information as stored by KMC. However, it is expressly understood and agreed that KMC shall not be liable for any breach of security of Client Account Information resulting from causes or events that are beyond KMC‘s control, including, without limitation, Client’s own act or omission, corruption of storage media, defects in third-party data security products or services, power failures, natural phenomena, riots, acts of vandalism, hacking, sabotage, or terrorism.
2.16 Cookies and Similar Devices: By entering into this Agreement, Client expressly acknowledges and agrees:
- (b) The KMC Website may use other industry standard technologies like pixel tags and web beacons to track the Client’s use of the KMC Website and may also allow Subcontractors to use these devices on KMC’s behalf. Pixel tags and web beacons are tiny graphic images placed on certain pages on the KMC Website or in KMC emails that allow KMC to determine whether the Client has performed a specific action. When Clients access these pages or open or click an email, pixel tags and web beacons generate a non-personally identifiable notice of that action. Pixel tags allow KMC to measure and improve understanding of visitor traffic and behavior on the KMC Website and measure KMC’s promotions and performances. KMC may also utilize pixel tags and web beacons provided by others for the same purposes.
- Fees and Payment.
3.1 Service Fee: In consideration of the Services, Client shall pay KMC in advance the listed monthly fee for the Service package selected by the Client commencing upon the Agreement of Services (the ‘Service Fee’). The Service Fee is NON-REFUNDABLE. The initial Service Fee shall be paid on the Date of Effect. After that, the monthly Service Fee shall become due on the monthly anniversary of the Agreement of Services unless otherwise specified. The client may cancel the Services and terminate this Agreement and its account pursuant to Term and Termination Section 4.2 of this Agreement.
3.2 Billing and Contact Information: The client shall provide KMC with current and accurate billing and contact information and shall promptly notify KMC of any change in such information. If the billing or contact information provided by Client is incorrect or incomplete or becomes outdated, KMC shall have the right to immediately suspend the Services and access to the Client Properties without any liability to Client, until current and correct billing and contact information is provided by Client. If Client does not provide its updated billing and contact information within a reasonable time period after KMC makes a request, KMC shall have the right to terminate this Agreement with immediate effect with or without notice to Client, upon which KMC will, without any liability to Client, cease all of the Services, permanently deactivate and terminate the Client Properties, and permanently delete the Client account and all Client-Provided Material from the KMC Website and the KMC Systems.
3.3 Timely Payment: Client acknowledges and agrees that: (a) timely payment of the Service Fee for each billing period is essential to the continuation of the Services and the Client Properties; (b) Client’s failure to pay the Service Fee on time for a given billing period shall entitle KMC to immediately suspend the Services and access to the Client Properties without any liability to Client; and (c) if Client’s account is delinquent for thirty (30) days or more, then in addition to its other rights and remedies, KMC shall have the right to terminate this Agreement with immediate effect upon notice to Client, upon which KMC will, without any liability to Client, cease all of the Services, permanently deactivate and terminate the Client Properties, and permanently delete the Client account and all Client-Provided Material from the KMC Website and the KMC Systems.
3.4 Taxes: The Parties agree that Client shall pay the full amount of the Service Fee, exclusive of any sales, use, excise, value-added, or other similar taxes, all of which shall be the responsibility of Client.
3.5 Cancellation and Kill Fees: Projects that are canceled by the client for any reason are subject to fees for the loss of expected revenue. Kill fees never exceed the original agreed amount. Your initial deposit of 50% of the project total, or in the case of website and social media agreements, first-month payment is a non-refundable deposit for services rendered. Projects killed after the first two phases are delivered will be subject to pay 75% of the total contract, and projects killed after the Development phase are subject to pay 90% of the original agreement. Clients will be notified before incurring kill fees on canceled projects. In addition, KMC Company retains the right to cancel the project for lack of decisiveness on the clients’ part in selecting a creative direction – but this only applies after 3 versions of creative work are presented to the client for review and feedback. In the exceedingly rare case of contractor cancellation, the client has no rights to the creative work previously rejected, and KMC Company retains 50% of the total project fees for the time spent to create and design initial deliverables.
- Term and Termination.
4.1 Term: The initial term (the ‘Initial Term’) of this Agreement (unless otherwise specified in Client Statement of Work) shall commence on the Date of Effect and end on the one (1) month anniversary of the Launch Date. Thereafter, the term shall automatically renew on a month-to-month basis on each monthly anniversary of the Launch Date. The Initial Term and any monthly renewal thereafter shall be referred to herein as the ‘Term.’
*Please refer to the Client agreed upon Statement of Work for individual clarification.
4.2 Termination by Client: Following the Initial Term, Client may terminate this Agreement for any reason by calling KMC at (207) 558-3189 between the operating hours of 9:00 a.m. EST and 6:00 p.m. EST, Monday through Friday (excluding federal holidays). The client, must submit its notice of cancellation no later than 6:00 p.m. EST on the day before the next billing date to avoid further charges; provided, that if such day is a Saturday or Sunday or a federal holiday, then no later than 6:00 p.m. EST of the last business day immediately prior to the start of the next billing cycle.
4.3 Termination by KMC: KMC shall have the right to terminate this Agreement with immediate effect with or without notice to Client as follows: (a) pursuant to Fees and Payment Section 3.2 0r 3.3 of this Agreement; (b) upon a breach of this Agreement, including, without limitation, the Services 2.10 Section, by Client (including anyone acting under its authority or on its behalf); (c) if Client becomes insolvent, files for bankruptcy, or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or makes an arrangement pursuant to any bankruptcy law, or if a receiver, liquidator, custodian, trustee or the like is appointed for its business; or (d) if Client winds down, liquidates, or otherwise ceases or discontinues its business for any reason. Notwithstanding the foregoing, KMC shall have the right to terminate this Agreement with thirty (30) days prior written notice to Client for any reason or no reason.
4.4 Effect of Termination: Upon any termination of this Agreement:
- (a) All unpaid and accrued Service Fee and Miscellaneous Costs amounts (including interest thereon, if any) owed by Client hereunder shall become immediately due and payable to KMC;
- (b) All rights and licenses granted by each Party to the other Party under this Agreement shall automatically cease and terminate;
- (c) KMC will cease all of the Services, permanently deactivate and terminate the Client Properties, and permanently delete the Client account and all Client-Provided Material from the KMC Website and the KMC Systems;
- (d) Client shall have no further right or permission to access or use, except for the Client-Published Materials: (1) the Client Website, including any templates, designs or look-and-feel contained therein; (2) KMC created website; (3) any of the KMC-Provided Material; (4) any of the Services; and (5) any of the KMC Systems;
- (e) To the extent Client is in possession of any KMC-Provided Material (including any copies thereof), Client shall promptly return the same to KMC or, if so requested by KMC, promptly destroy the same;
- (f) To the extent Client is in possession or control of any confidential information of KMC, it shall promptly return the same (including all copies thereof) to KMC or, if so requested by KMC, promptly destroy the same; and
- (g) Notwithstanding anything herein to the contrary, all of the provisions of Sections 2.8, 2.9, 2.15, 4.4, 5, 6, 7 and 8 (including all definitions pertaining thereto) of this Agreement shall specifically survive any termination of this Agreement.
EXCEPT AS EXPRESSLY OTHERWISE STATED HEREIN, ALL OF THE SERVICES, THE KMC WEBSITE, AND THE CLIENT PROPERTIES ARE PROVIDED ON AN ‘AS IS’ BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, KMC HEREBY SPECIFICALLY DISCLAIMS, WITH RESPECT TO THE SERVICES, THE KMC WEBSITE, AND THE CLIENT PROPERTIES, ANY AND ALL (I) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES OF TITLE AND NON-INFRINGEMENT, (III) WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND (IV) WARRANTIES THAT THE SERVICES, THE KMC WEBSITE AND THE CLIENT PROPERTIES WILL BE UNINTERRUPTED, ERROR-FREE AND SECURE.
- Limitations of Liability:
7.1 No Consequential Damages: IN NO EVENT SHALL KMC BE LIABLE HEREUNDER TO CLIENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, LOSS OF BUSINESS OR OPPORTUNITY, OR LOSS OF USE OR DATA, EVEN IF KMC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
7.2 Maximum Liability: IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF KMC HEREUNDER TO CLIENT, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EXCEED A SUM EQUAL TO THE TOTAL AMOUNT OF SERVICE FEES ACTUALLY PAID BY CLIENT TO KMC DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE ARISING OF THE RELEVANT CLAIM OR ACTION.
8.1 Publicity: Neither Party shall issue any press release or public announcement about this Agreement or the relationship of the Parties hereunder unless such press release or announcement is issued jointly by the Parties.
8.2 Marketing Use of Client’s Name: Client acknowledges and agrees that, during the Term, KMC and its corporate affiliates may mention and use Client’s name in sales, marketing, advertising, and promotional materials (including, without limitation, sales/marketing pitches and presentations, and client/customer lists) for the purpose of identifying Client as a customer of KMC.
8.3 Relationship of the Parties: The relationship of the Parties hereunder is that of independent contractors. Nothing in this Agreement shall be deemed or construed to constitute an agency, partnership, or joint venture between the Parties.
8.4 No Assignment: Client may not assign this Agreement, in whole or in part, without the prior written consent of KMC.
8.5 Notices: Except with respect to the cancellation notice set forth in Section 4.2, all notices and other communications required or permitted under this Agreement shall be in writing and sent by courier or via e-mail or facsimile.
8.6 Entire Agreement: This Agreement (including all of the Exhibits hereto) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings, communications, and agreements, written or oral, between them with respect thereto. This Agreement may not be amended or modified except by a written instrument executed by both Parties.
8.7 Severability: If any provision or any portion of any provision of this Agreement is held to be illegal, invalid or unenforceable, such shall be deemed stricken and deleted from this Agreement to the same extent and effect as if never incorporated herein, but all other provisions of this Agreement and any remaining portion of any provision which is not deemed illegal, invalid or unenforceable shall continue in full force and effect.
8.8 No Waiver: No failure or delay by a Party to exercise any remedy in the event of a breach of this Agreement by the other Party will in any way operate as a waiver of such remedy, nor will any single or partial enforcement of any remedy for breach preclude the further enforcement of such remedy or the enforcement of any other remedy.
8.9 Governing Law: This Agreement, including all disputes and controversies between the Parties arising from or connected to this Agreement, shall be governed by and construed in accordance with the laws of the State of Maine, without giving effect to its conflict of laws rules.