This Consulting Agreement (“Agreement”) is made between Web Full Circle Inc., (“WFC”) and Client (“Client”) for the mutual benefits of both. This Agreement is effective as of the date of Client signature on agreement document (“Effective Date”).
Client hereby engages WFC Inc. and WFC Inc. agree to provide Client certain consulting services (“Services”) as follows:
The Client hereby authorizes the WFC to access Client accounts required for this project, and authorizes the Client Host Provider to provide WFC with “write permission” for the Client’ web page directory, cgi-bin directory, and any other directories or programs, which need to be accessed for this project.
- Client shall respond within 24 hours to any actions generated from WFC
- No response from a client beyond 30 days shall deem the project paused at WFC decretion; Client shall still be responsible for fees due
- Customer will provide all content for project at specified times during project or WFC shall have right to develop content at Client expense
- Passwords and all secure information must be provided within 24 hours of requested time
The Client will supply final text. The Client point of contact in Microsoft Word.doc or .RTF format shall provide all content text. If the Client does not supply WFC complete text and graphics content for all web pages contracted by the WFC specified date, WFC will not be responsible or liable for implementing Client content. If the content specified date is not met and if Client wishes WFC to implement content to site, Client agrees to pay hourly rate required to implement content.
Project Timeframe and Deadlines
Software and website development deadlines are meant to be a guideline, and we fully intend to meet all deadlines quoted to our customers. Due to the nature of custom development, timeframes can be compromised by unforeseen events, new Client requests in the design and engineering process, delays in Client correspondence, or delays in the agreed upon Client deliverables. We want our Client to have creative freedom to take the project in any direction they choose. However, keep in mind that requests made by the Client outside of this proposal, or third-party involvement, can add additional time and cost to the platform. Features that are listed may, as a result, go over estimated hours if the Client decides to make changes to the project scope described herein. Project will be deemed abandoned if there is no progress made on the project for 90 days. Client is due no refunds from what has been paid to WFC and upon request shall be provided by WFC all work that was completed and paid in full. If Client wishes to re-start the project, WFC will provide a new estimate to complete the remaining work.
Copyrights and Trademarks
The Client represents to WFC and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to WFC for inclusion in website pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend WFC and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
Laws Affecting Electronic Commerce
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend WFC and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’ exercise of Internet electronic commerce.
WFC provides training for Client that are receiving a CMS as outlined within the technical specifications of this document and offers further training on this system if needed which will be billed at the current hourly rate. Changes or upgrades requested by the Client beyond the limits of this scope of work as noted above will be billed at the current hourly rate or a flat fee agreed upon between the Client and the WFC.
Subject to timely payment to WFC Inc. of all proper amounts invoiced, WFC Inc. hereby irrevocably assigns to Client and shall assign to Client complete and exclusive title and ownership of all work product resulting from Services performed by WFC Inc. Prompt under this Agreement, which shall not include Client products, work product, or Confidential Information (the “WFC Inc. Product”). Client grants to WFC Inc. a transferable, non-exclusive, worldwide, fully paid up, perpetual, irrevocable, sub licensable, royalty-free, license to use, exploit, copy, reproduce, distribute, export, publicly display, publicly perform, sublicense, modify, improve, enhance and make derivative works of the WFC Inc. Product with the right to sublicense, provided, that such WFC Inc. Product does not include any Confidential Information of Client.
WFC shall be entitled to place an unobtrusive credit with a hypertext links in the footer of the website or in deemed location necessary. WFC is also entitled to reproduce samples of the Client website in our portfolio and in our marketing material.
Amendment and Waiver
Any waiver, amendment or modification of this Agreement shall not be effective unless made in writing and signed by the party against whom enforcement is sought. No failure or delay by either party in exercising any right under this contract shall operate as a waiver in the future.
Client / 3rd Party Modification
WFC will not be held responsible for any damages that are incurred through actions of the Client or any other 3rd party. The repair of any website elements that have been damaged by the Client or any other 3rd party will be viewed as a service request and billed at the current hourly rate.
If any provisions of this Agreement are deemed to be invalid, the remaining provisions will still be in force, and the invalid provisions shall be construed or modified to give full effect to the intent of the parties.
This Agreement shall be deemed to have been jointly drafted by the Parties and no provision of it shall be interpreted or construed for or against either Party because such Party actually or purportedly prepared or requested such provision, any other provision or the Agreement as a whole.
- Company agrees to provide Client with Search Engine Optimization and Reporting Services (hereinafter referred to as “SEO”) as described in this Agreement. Company is authorized to use the specific keywords and/or phases for development, improving the ranking of, and/or positioning the contents of the Client’s URL(s) in the search engines and/or directories that are most frequently used by the general public.
- Client agrees to pay Company a fee as stated herein. SEO Services are intended to provide the Client with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEO Services include:
- Research keywords and phrases to select appropriate, relevant search terms.
- Edit various html tags and page text as necessary prior to submission to selected search engines and directories.
- Create and/or consult in the creation of required, additional web pages for “catching” keyword/phrase searches.
- Perform necessary onsite and offsite SEO techniques for maximizing website search engine positioning.
For the purposes of providing these services, Client agrees to provide:
- Give Client’s FTP access to the main site for updating pages and making changes for the purpose of optimization OR approval to go through a third party.
- Client authorizes Company use of all Client logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by Company for search engine positioning and optimization.
- If Client’s site is light in textual content, Client will provide additional relevant text content in electronic format for the purpose of creating additional web pages. If needed, Client agrees to provide content, for example 500 to 750-word “articles” about each of its keyword phrases.
Client acknowledges the following with respect to services:
- Company has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. Client site may be excluded from any directory at any time at the sole discretion of the search engine or directory. Company will resubmit those pages that have been dropped from the index.
- Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, Company does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase or search term.
- Some search engines and directories may take as long as 4 months, and in some cases longer, after submission to list your site.
- Occasionally, search engines will drop listings for no apparent or predictable reason. Often listing will “reappear” without any additional submissions. Should the listing not reappear within a reasonable amount of time, Company will re-submit the site based on the current policies of the search engine in question.
- Company has no control over the policies of search engines and how the search engines view previous work prior to the Client authorizing Company to provide service. The Company will use the latest information in order to rectify issues but does not guarantee full removal of all determined issues by the Company.
- Company will provide a list of the items that are required for onsite and Client is responsible for the implementation of the items into the site. Client acknowledges that Company does not work within a .NET framework and will rely on the Company to provide the backend implementation.
- Company will provide guidance to Client as to the topics that would be best used for the blog articles being written by Client each month.
Copyrights and Trademarks:
- The Client unconditionally guarantees that all materials, including but not limited to, text, images, graphics, logos, trademarks, copyrighted, or other artwork furnished to the Company are owned by the Client or the Client has permission from the material owner(s) and will hold harmless, protect, indemnify and defend Company and its subcontractors from any liability including attorney fees, court cost, any claim or suit, threatened or actual, arising from the use of such elements provided by or approved by the Client.
- Company does not warrant that the functions contained in the PPC or its campaigns will consistently meet the Client’s requirements or that the operation of the campaigns of the PPC project will not be interrupted or error-free. The risk as to the performance of the PPC campaign(s) is with Client.
Electronic Commerce Laws:
- The Client agrees that the Client is solely responsible for complying with any taxes, laws, and tariffs applicable in any way to the PPC project or any other services contemplated herein, and will hold harmless, defend and protect Company and its subcontractors from any type of suit, claim, tax, penalty, fine or tariff arising from the Client’s exercise of Internet electronic commerce and/or any failure to comply with any such taxes, laws and tariff. Terms and Conditions
- The following are terms of a legal agreement between you and Web Full Circle. By using this service (“Service”), you acknowledge that you have read, understood, and agree, to be bound by these terms and to comply with all applicable laws and regulations. If you do not agree to these terms, do not use this Service. Law, including, but not limited to, United States Copyright Law, protects the material provided on this Service.
Use of Services
- You agree not to use this service for any illegal or unauthorized activity. You agree that you will not use any device, software, or other technology to interfere or attempt to interfere with the proper working of this service.
- Your privacy is important to us. All information gathered by us from you in connection with your use of this service is subject to the provisions our Privacy Statement. We do not control, nor are we responsible for, the privacy practices of those services to which we link and, therefore, you agree to read the privacy policies of those services.
- This agreement term is 12 months after the date of commencement, which will auto-renew on the anniversary date every 12 months after the commencement.
- A valid credit card is required to open an account with Web Full Circle. Receipt of monthly payment will be sent via email.
- There will be no credits, refunds for partial months of service, pausing of service, or months unused with an open account.
- If you subscribe to any of the paid portions of the Services, you understand that once you have become a Subscriber, your subscription will be automatically renewed and your credit card will be charged based on the subscription program amount detailed.
- Payment is due on the defined recurring billing date. Service will be interrupted on accounts that reach 45 days past due.
- The Company reserves the right to remove any PPC from viewing on the Internet until payment is made
- In case of collection proves necessary; the Client agrees to pay all fees (including all court cost and attorney’s fees) incurred by that process.
Cancellation and Termination
- You are solely responsible for canceling your account by contacting Web Full Circle via email at the project email or to email@example.com. 30 days cancellation notice is required.
- If you cancel the service before the end of your current paid month, your cancellation will take effect 30 days from that date. Early termination of the agreement will require CLIENT to provide payment of 50% of the remaining amount due on the agreement term.
- Web Full Circle, at its sole discretion, reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your account and immediate archival or deletion of all data in your account. Web Full Circle reserves the right to refuse service to anyone in its sole and absolute discretion.
Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY LAW: SERVICES AND CONTENT OF THIS SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT: (i) THE FUNCTIONS OF AND SERVICES PROVIDED IN THIS SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR- FREE; (ii) DEFECTS WILL BE CORRECTED. COMPANY MAKES NO WARRANTY REGARDING THE ACCURACY, VERACITY, INTEGRITY OR QUALITY OF THE CONTENT, SERVICES OR RESOURCES MADE AVAILABLE ON OR FROM THIS SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY THAT SUCH CONTENT, SERVICES OR RESOURCES WILL BE FREE OF MATERIAL THAT IS OFFENSIVE, INDECENT OR OBJECTIONABLE.
Limitation of Liability
IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES FOR ANY USE OF THIS SERVICE, OR USE OF ANY OTHER LINKED SERVICE, EVEN IF WFC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE SERVICE AT YOUR OWN DISCRETION.
- This Agreement shall be deemed to be made in, and in all respects shall be interpreted, construed and governed by and in accordance with, the laws of the State of North Carolina.
- Any disputes arising out of this Agreement or its interpretation shall be resolved by binding arbitration by a duly qualified arbitrator agreed upon by the parties prior to arbitration. The arbitration proceeding shall be held in the State of North Carolina.
- If either party commits a material breach of this agreement that leads to litigation, either party to the litigation may seek reasonable attorney fees.
- In the event that any provision of this Agreement shall be deemed invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect