—————- GENERAL TERMS APPLICABLE TO ALL SERVICES —————-

All terms in proposals and statements of work (SOWs) take precedent over these master terms of service with any terms not covered  in statements of work (SOWs) defaulting to this master terms of service.

Purchasing organization, referred to as (CLIENT), and Cast Influence, referred to as (AGENCY), agree as entered into this agreement on the date and time of the order submission.

EMPLOYMENT OF AGENCY: CLIENT hereby permits the AGENCY to render, and AGENCY agrees to render to CLIENT, all the services customarily performed by a digital internet advertising and marketing agency within such budgets as CLIENT may set from time to time for advertising, marketing and development efforts as defined by this contract (AGREEMENT).

ADVERTISING & PRODUCTION RATES: Media costs, setup fees, production costs & hourly rates are to be set by AGENCY. Rates are subject to change at any time by AGENCY, with the exclusion of existing advertising programs or agreements currently in place.

ACCEPTANCE OF AGREEMENTS:
All potential forms of signature shall be governed by this AGREEMENT including, but not limited to, checking the agreement to “terms of service” box, written signature on individual project AGREEMENTs, electronic signatures, faxed signatures, scanned and emailed signatures, clear stated email approvals, and/or any other electronically clearly stated agreement to proposed change or program.

PAYMENT & BILLING TERMS:

CLIENT hereby agrees to pay the fees in price and schedule as listed on any signup forms completed by CLIENT or in the proposal submitted to CLIENT. All terms in proposals and statements of work (SOWs) take precedent over these master terms of service with any terms not covered  in statements of work (SOWs) defaulting to this master terms of service.

CLIENT hereby grants permission for AGENCY to charge CLIENT’s credit, debit card or bank account on file according to the price and schedule listed on the signup form or proposal every month for the amount agreed to as the monthly spend under AGREEMENT. If the invoiced budget is a one-time charge then no monthly charge will apply. Monthly payments will be put on auto-bill and will automatically be charged to the credit card on file or Automatated Clearing House (ACH) when agreed to by both parties on the same day every month as the first payment date made.

CLIENT agrees to pay upon execution of this agreement. AGENCY reserves the right to stop work until payment is made. Should collection activities become necessary, CLIENT agrees to pay all fees relating to said collection activities.

CLIENT agrees that is full advertising budget (when applicable) is not spent due to online demand or inventory, in the event there are additional months of advertising, balance will be applied to the upcoming month(s) unless prior written communication states that any unspent amounts are to be refunded & will be promptly refunded within 7 business days.

EXPENSES:

CLIENT shall not be obligated to reimburse AGENCY for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this AGREEMENT unless expressly agreed by CLIENT in advance.

AGENCY shall not be obligated to reimburse CLIENT for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this AGREEMENT unless expressly agreed by AGENCY in advance.

MAKE GOODS/SCHEDULING CORRECTIONS/TECHNOLOGY CONFLICTS:

In the event of an error, whether human (AGENCY or vendors of AGENCY) or technology based, AGENCY shall provide CLIENT notification and make all reasonable efforts with CLIENT approval or CLIENT discretion to make good on planned contractual obligations.

EXCLUSIVITY:

CLIENT agrees that AGENCY is the exclusive provider of all contracted and executed management and services during the duration of this agreement.

INDEMNIFICATION:

AGENCY shall indemnify and hold CLIENT harmless with respect to any claims, loss, suit, liability or judgment suffered by AGENCY, including reasonable attorney’s fees and costs, based upon or related to any item prepared by AGENCY or at AGENCY’s direction, including, but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property interest, except where any such claim arises out of material supplied by CLIENT and incorporated into any materials or advertisement prepared by AGENCY.

CLIENT agrees to indemnify and hold AGENCY harmless with respect to any claims, loss, liability, damage or judgment suffered by CLIENT, including reasonable attorney’s fees and court costs, which results from the use by AGENCY of any material furnished by CLIENT or where material created by AGENCY or at the direction of AGENCY subject to the indemnification in subsection 1 above is materially changed by CLIENT. Information or data obtained by AGENCY from CLIENT to substantiate claims made in advertising shall be deemed to be “material furnished by CLIENT to AGENCY”. 3. In the event of any proceeding, litigation or suit against

CLIENT by any regulatory agency or in the event of any court action or other proceeding challenging any advertising prepared by AGENCY, AGENCY shall assist in the preparation of the defense of such action or proceeding and cooperate with CLIENT and CLIENT ‘s attorneys.

INDEPENDENT CONTRACTOR:

Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between CLIENT and AGENCY. AGENCY is an independent Contractor and not an employee of CLIENT or any of its subsidiaries or affiliates. The consideration set forth herein shall be the sole consideration due Contractor for the services rendered. It is understood that CLIENT will not withhold any amounts for payment of taxes from the compensation of Contractor hereunder. Contractor will not represent to be or hold themselves out as an employee of CLIENT and Contractor acknowledges that he/she shall not have the right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to regular employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be Contractor’s sole responsibility and Contractor shall indemnify and hold CLIENT harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments.

REPRESENTATIONS AND WARRANTIES:

The AGENCY will make no representations, warranties, or commitments binding CLIENT without its prior consent.

LEGAL RIGHT:

AGENCY covenants and warrants that he/she has the unlimited legal right to enter into this AGREEMENT and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this AGREEMENT.

CLIENT covenants and warrants that he/she has the unlimited legal right to enter into this AGREEMENT and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this AGREEMENT.

NUMERICAL ESTIMATES/EXPECTATIONS:

Any project estimates provided are indicative only, since there is no guarantee of results provided for payment made. Performance is based on best efforts in order to renew beyond the AGREEMENT term.  Actual results may be greater or less than the numbers shared based on the relevant characteristics of each individual business and other external factors.

APPLICABLE LAW:

This AGREEMENT shall be governed and construed in accordance with the laws of the city and State of Denver, Colorado. CLIENT agrees that any and all legal proceedings, if necessary or enforced, will reside in the city of Denver, Colorado.

ENFORCEABILITY:

If any provision of this AGREEMENT is held by a court of competent jurisdiction to be unenforceable, the remainder of the AGREEMENT shall remain in full force and effect and shall in no way be impaired.

TERM & AUTO-RENEWAL:

This AGREEMENT shall continue in force until either party terminates this AGREEMENT as per the “TERMINATION” section contained herein. Either party shall request adjustments or amendments to this AGREEMENT which will only be executed and enforced upon agreement and written signatures of both parties.

Retainer agreements will automatically renew to the same terms and term length based on the original agreement deliverables and pricing unless CLIENT declines the automatic renewal option in physical or electronic writing within 14 calendar days before the end of the original term. For example, if the agreement is set to expire on February 1st, notice of cancellation is due 14 days before February 1st and not 14 days after February 1st. Either party shall request adjustments or amendments to this AGREEMENT which will only be executed and enforced upon agreement and written signatures of both parties.

NO ARBITRATION. Disputes involving this AGREEMENT, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily required) but must, instead, be heard in a court of competent jurisdiction of the State of Colorado.

STATUTE OF LIMITATIONS:

Parties agree that any action in relation to an alleged breach of this Agreement shall be commenced within one year of the date of the breach, without regard to the date the breach is discovered. Any action not brought within that one year time period shall be barred, without regard to any other limitations period set forth by law or statute.

FORCE MAJEURE:

The affected party is excused from performance under this AGREEMENT for the duration of the Force Majeure event thereby extending the completion date. If the Force Majeure event continues past the agreed AGREEMENT completion date, the AGREEMENT may be terminated and both parties excused from their liabilities. Force Majeure events include, but not limited to, fire, explosion, strikes, riots, terrorist activity, war, acts of nature which prohibit travel, and acts of God.

TERMINATION OF AGREEMENT:

CLIENT may initiate the process to terminate this AGREEMENT at any time. Prior to termination CLIENT must do the following:

Contact AGENCY 10 business days prior to desired termination date to initiate a conversation regarding termination. CLIENT must partake in a conference call or in-person meeting with AGENCY to potentially terminate AGREEMENT. CLIENT and AGENCY must both agree that AGENCY is not completing promised services in order to terminate AGREEMENT.

Early Termination. In the absence of any material breach of this agreement, should the Client elect to terminate this Agreement prior to the end of the term, the Client agrees to pay the following fees: 2 months of retainer fees. 

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of termination to the other party, if

1. 1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
   2. the failure, inaccuracy, or breach continues for a period of 30 Business Days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if

1. 1. there is or becomes any Law that makes the performance of the terms of this agreement illegal or otherwise prohibited, or
   2. any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

NONDISCLOSURE:

The Developer, its employees and subcontractors agree that, except as directed by the CLIENT, it will not at any time during or after the term of this Agreement disclose any confidential information. Likewise, the CLIENT agrees that it will not convey any confidential information obtained about the Developer to another party.

CONFLICTING TERMS:
In the event of a conflict between the terms of this Contract (including any and all attachments thereto and amendments thereof) and the terms of Exhibit A (if applicable), the terms of Exhibit A shall control.

SEVERABILITY:

If any provision of this Contract is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Contract shall remain in full force and effect.

ATTORNEY FEES:

In the event of litigation relating to the subject matter of this Agreement, the non-prevailing party shall reimburse the prevailing party for all reasonable attorney fees and costs resulting therefrom.

NON-WAIVER:

Failure by one party of this Agreement to require performance of any provision(s) shall not affect that party’s right to require subsequent performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

PARTNERSHIP OR AGENCY:

The relationship between parties is not to be construed as a partnership or agency and this Contract does not create either form of relationship.

CONSEQUENTIAL DAMAGES:

Neither party to this Agreement will be held responsible for consequential (indirect) damages (e.g., loss of profit) because of any alleged failures by the other party.

SIGNATURE AUTHORITY:

Both parties warrant that they have read and understand the terms set forth in this agreement. Each party hereby represents and warrants that s/he is duly authorized to execute and deliver this Agreement on behalf of Other Party and that this Agreement is binding upon Other Party in accordance with its terms.

NON-CIRCUMVENT:

CLIENT, its officers, directors, employees, agents, affiliates, consultants, subsidiaries, assignees or any individual or any entity acting on its behalf, shall not make any contact with, deal with or otherwise involve itself or themselves in any transaction with any Vendor, Employee or Contractor of AGENCY without the prior written permission of the AGENCY.

CLIENT, its officers, directors, employees, agents, affiliates, consultants, subsidiaries, assignees or any individual or any entity acting on its behalf, confirm that any corporation, organization, firm, company or individual of which any of the above-referenced individuals or entities is a party to, employee of, member of, or otherwise which would benefit financially from an association, is bound by this AGREEMENT, and shall not conduct any business with any Client, Employee, Vendor or Contractors in circumvention of the terms and conditions of this AGREEMENT, to the financial or other detriment of AGENCY. CLIENT shall so instruct its officers, directors, employees, agents, affiliates, consultants, subsidiaries, assignees or any individual or any entity acting on its behalf, whether currently or during the time period during which this AGREEMENT is in effect, and shall take all necessary steps to bind them to the terms and conditions of this AGREEMENT, as well as agree that CLIENT shall be jointly and severally liable for any liability incurred by any of its officers, directors, employees, agents, affiliates, consultants, subsidiaries, assignees or any individual or any entity acting on its behalf, arising from any breach of the terms, conditions and obligations of this AGREEMENT.

In the event that the AGENCY ends its contractual or business relationship with any of its current or future Vendors, Employees or Contractors, CLIENT agrees that it shall not directly enter into any subsequent contractual or business relationship with any such former Vendors, Employees or Contractors provided that this provision does not impose any obligation that CLIENT terminate or breach any valid or enforceable AGREEMENT that it may have entered into with any Vendor, Employee or Contractor of AGENCY prior to the beginning of the contractual or business relationship between AGENCY and CLIENT, provided that at the expiration of any such AGREEMENT, CLIENT shall not enter into any subsequent AGREEMENT, whether oral or written, with any such former Vendor, Employee or Contractor. These terms shall be valid and enforceable for eighteen (18) months from the Effective Date and is to be applied to any and all transactions entered into by the CLIENT, and all those bound to the terms and conditions of this AGREEMENT, including follow-up repeat, extended or renegotiated transactions regardless of the success of the project.  The CLIENT, its officers, directors, employees, agents, affiliates, consultants, subsidiaries, assignees or any individual or any entity acting on its behalf, hereby confirm that the identities of the Vendors, Employees and Contractors, and each of them, are proprietary to the AGENCY and shall remain so for the duration of this AGREEMENT.

In the event that the CLIENT, any of its officers, directors, employees, agents, affiliates, consultants, subsidiaries, assignees or any individual or any entity acting on its behalf breaches any term or condition of this AGREEMENT, CLIENT acknowledges that the amount of damages potentially incurred by the AGENCY would be difficult to ascertain, and agrees to pay to the AGENCY liquidated damages in the amount of Twenty Thousand Dollars ($20,000.00), per breach, in addition to any additional or alternative liability for any other legal or equity remedy available to the AGENCY.

The Parties agree that the terms and conditions of this AGREEMENT, including but not limited to its existence, and the nature thereof, and the names of any and all Vendors, Employees and Contractors, shall be considered strictly confidential, and shall not be revealed to any third party, including but not limited to any Vendor, Employee or Contractor, at any time, even after the AGREEMENT has expired or terminated.  CLIENT shall take all necessary steps to ensure that those entities and individuals bound by the terms and conditions of this AGREEMENT shall maintain the confidentiality obligations established herein.  In the event that CLIENT, or any of its officers, directors, employees, agents, affiliates, consultants, subsidiaries, assignees or any individual or any entity acting on its behalf, breach this confidentiality provision, the CLIENT, or any individual or entity acting on its behalf, shall be subject to the liquidated damages address in section 5, above, in addition to any additional or alternative liability for any other legal or equity remedy available to the AGENCY.

ENTIRE AGREEMENT:

This AGREEMENT constitutes the entire AGREEMENT between the parties with respect to the Project subject matter. It supersedes all previous AGREEMENTs and understandings between the parties and each party acknowledges that, in entering into this AGREEMENT, it does not do so on the basis of or in reliance upon any representations, promises, undertakings, warranties or other statements (whether written or oral) of any nature whatsoever except as expressly provided in this AGREEMENT. Thus, this Contract and attached Exhibits constitute the sole AGREEMENT between the Developer and the CLIENT. The Contract becomes effective when signed by CLIENT. Submission of this contract by Developer implies lawful signature and acceptance of terms.

—————- TERMS SPECIFIC TO PUBLIC RELATIONS (Only When Applicable) —————

CLIENT grants AGENCY full rights and authority to undertake public relations and marketing activities on behalf of CLIENT throughout the United States and abroad (if applicable). CLIENT provides AGENCY with the right and authority to solicit introductions to CLIENT and its product(s) from any editor, industry analyst, broadcast producer, blogger, internet website or other editorial interested party.

AGREEMENT:

Now, therefore, in consideration of the premises and of the mutual promises and covenants contained herein, the Parties agree as follows:

1. Engagement. CLIENT hereby engages AGENCY to provide Services described in Statements of Work (defined above) and AGENCY accepts such engagement, each on the terms of and subject to the conditions set forth in this Agreement.
2. Services. AGENCY will upon request by CLIENT assist with media relations services, including but not limited to the following:

• Book PR meetings with relevant press and influencers
• Secure speaking opportunities for CLIENT executives
• Support media relations related to external communications
• Produce media deliverables (coverage, endorsements, positive reviews)
• Monitor company branding and corporate communication initiatives

CLIENT agrees to cooperate and collaborate with AGENCY and shall provide any support, information and facilities required.

PAYMENT AND BILLING TERMS:

1. CLIENT hereby agrees to pay the fees as listed in Pricing and Economics above. Invoices will be paid by CLIENT to AGENCY before work on services begins. 
2. Monthly payments for retainers will be automatically invoiced every month with payment to be made by bank wire transfer, Bill Pay, check or ACH. MURAL may pay by credit card but a 3% payment processing fee will apply. 
3. Both parties agree the billing cycles will be due on the first day of each month following the initial month. If services do not begin on the first of a month, the amount will be prorated by dividing the total retainer monthly fee by the work days in that month. In this circumstance, the last month will be paid in a prorated amount for the work days left through the end of the retainer. 
4. Additional approved hours outside of this scope will be paid on NET 15 terms for the corresponding rates of the agreed to and selected options. 
5. At the end of three months, this agreement will auto-renew to the same terms unless new terms are agreed to or CLIENT or AGENCY wishes to terminate the agreement at that time. 
6. CLIENT agrees to pay any outstanding hourly balance that have been utilized or services performed for items listed in the SOW upon any contract termination.
7. AGENCY agrees to repay hourly balance for service hours not utilized and paid in advance for deliverables listed in the SOW upon any contract termination. 
8. CLIENT agrees to pay upon execution of this agreement. AGENCY reserves the right to stop work until payment is made. Should collection activities become necessary, CLIENT agrees to pay all fees relating to said collection activities.
9. Expenses: Any commercial press release services (Business Wire, PR Newswire, etc.) will be paid directly by the CLIENT. Any other third-party expenses, including travel, conferences, printing, etc. will require written or email permission of CLIENT. AGENCY to submit expenses for reimbursement by Net 15 of when expense has been submitted.

TERMINATION OF AGREEMENT:

1. Early Termination. In the absence of any material breach of this agreement, should the CLIENT elect to terminate this Agreement prior to the end of the term, the CLIENT agrees to pay the following fees: 2 months of retainer fees. 
2. Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of termination to the other party, if
   1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
   2. the failure, inaccuracy, or breach continues for a period of 30 Business Days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.
3. Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.
4. Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if
   1. there is or becomes any Law that makes the performance of the terms of this agreement illegal or otherwise prohibited, or
   2. any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

———— TERMS SPECIFIC TO PAY PER CLICK (PPC) MARKETING (Only When Applicable) ———–

AGENCY’s COMMISSION:

CLIENT understands that AGENCY is to receive a commission from vendors or media providers as payment for services performed under this AGREEMENT and not directly from CLIENT.
CLIENT understands that if AGENCY does not receive commission from vendors or media providers that AGENCY may compensate itself a percentage (to be determined) of the advertising budget. This percentage will be calculated with the interest of both CLIENT and AGENCY in mind so as to compensate AGENCY fairly while also leaving a proper amount of budget for CLIENT in order to achieve the desired marketing goals.

DEFINED COMMON SCOPE OF WORK:
The following items and common scope of work are available services to be provided to CLIENT under this AGREEMENT:

Digital media buying
Search Engine Marketing Pay Per Click
Display Ad Serving
Video Ad Serving
Facebook Ad Serving
LinkedIn Ad Serving
Digital Media Management
Digital Conversion Tracking Tools
Display Banner Graphic Design
Video Production
Monthly Reporting

Additional services requested of CLIENT shall be priced on a per project basis typically at an hourly or flat project rate.

ADVERTISING BUDGET CONTINGENCIES:

Planned Budget Excess: AGENCY is responsible for management and pacing of CLIENT budgets. CLIENT understands that the advertising software systems have a 10% margin of error in overspending despite particular budgets being set. CLIENT understands that it is CLIENT’s responsibility to set planned media budgets accordingly. AGENCY shall make all reasonable efforts to achieve planned budget. In the event budgets extend beyond 10%, then the AGENCY shall be responsible for the excess amount above 10%.

Planned Budget Deficiency: CLIENT understands that at times the advertising platforms will not offer the supply or demand (based on service) in order to fulfill planned media budgets. (Example: Google Search Engine Marketing Pay Per Click will not spend through the entire budget at times if the budget exceeds marketplace demand). In the event of a planned budget deficiency, AGENCY shall make all reasonable attempts to maximize the full planned budget, and in the event adjustments are unsuccessful, then AGENCY is to notify CLIENT in a timely manner and provide recommendations or alternative solutions. Furthermore, in the event of an excess budget, the remainder will be applied forward to the next month under AGREEMENT. If there are no months left on the AGREEMENT, the excess budget will be refunded minus applicable transaction charges accrued by AGENCY in the original processing of that budget payment (for example, a 2.5% processing charge from Visa or Mastercard, etc).

REFUNDS:

Since all budgets are pre-loaded into our networks and CLIENT platforms, no refunds can or will be issued once funds have been received and processed.

—————- TERMS SPECIFIC TO SOCIAL MEDIA MANAGEMENT (Only When Applicable) —————-

SERVICE DETAILS:

Platforms to be Managed:
Posts per Platform per Week: To be determined by CLIENT. CLIENT may choose any platforms offered by AGENCY equal to the amount of platforms stated in the package purchased by CLIENT.

Length of Agreement:

The length of the agreement will be equal to the purchased package term length as described in the description, title or otherwise between both parties.

SCOPE OF WORK:

Scope of work for this agreement includes, but is not limited to, the following:
1. Sending connection invites, sending messages, Posting videos, text and pictures supplied by CLIENT on social media platforms.

2. Creation of images, videos and written text for the purpose of posting on CLIENT social media platforms.
3. Creation and execution of social media management strategy.
   
   PAYMENT TERMS:

All advertising, setup, hourly or monthly rate fees are to be paid in advance and in full prior to launch of any campaign for any month, or any project to commence. CLIENT hereby grants permission for AGENCY to charge CLIENT’s credit, bank account or debit card on file at the beginning of every monthly term date for the amount agreed to as the monthly fee under AGREEMENT.

————– TERMS SPECIFIC TO WEBSITE DEVELOPMENT (Only When Applicable) —————

Purchasing organization referred to as the “CLIENT” and Cast Influence will be known as the “AGENCY.” CLIENT is engaging AGENCY as an independent contractor for the specific purpose of developing a website.

The CLIENT will establish a Web server account for hosting or CLIENT can choose to have AGENCY host the website on AGENCY’S servers. The CLIENT hereby authorizes the AGENCY to access its account, and authorizes the AGENCY with “write permission” “admin permission” for the CLIENT’s Web page directories. During development, AGENCY will use own demo server account until project has been delivered per terms of this AGREEMENT. Note that some functionality may not work (i.e. automated email response functionality) until site has been transferred over to CLIENT. Such features will still be covered under the obligations of AGENCY regardless of final payment and transfer of site files.

Domain Registration. The CLIENT will supply already purchased domain name(s) or AGENCY will do so for an annual fee per current pricing terms.

Website Content. The CLIENT should supply final text unless otherwise specified. Failure to supply the AGENCY complete text and/or graphics content for all contracted web pages within six weeks of this AGREEMENT signing date, the entire amount of the AGREEMENT becomes due and payable. If the CLIENT has not submitted complete text and/or graphics content within 60 days after AGREEMENT signing, an additional continuation fee of 10% of the total AGREEMENT price will also be assessed each month until the website has been completed per AGREEMENT specifications.

Cross Browser Compatibility. The AGENCY agrees to create a Web site viewable by the most recent versions of Firefox, Chrome, and Microsoft Internet Explorer. Although presentation may not be identical among browsers, critical elements of each page will be displayed CLIENT acknowledges that some advanced techniques (e.g., HTML5 and video) may require a more recent browser version, different brand, or additional browser plug-in. CLIENT is also aware that as new browser versions are developed, the new browser versions may not be backward compatible. In the absence of a Maintenance Agreement, time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement. Mobile optimized compatibility is not included in the project. However, some platforms may automatically mobile optimize the developed website as “responsive”.

Graphic Creation. AGENCY will create, capture or receive from the CLIENT all the graphic elements necessary to complete the CLIENT’s web site. This includes creating ancillary images, animated graphics and banner advertisements. However, creation of banner advertisements are considered separate and not included in total price. If stock photos are utilized for project, CLIENT will be billed for cost on final invoice.

Audio/Video. The base AGREEMENT does not contemplate using audio or video players on the CLIENT’s site. If sound and video is required, charges will be proposed for approval.

Secure Certificate. If the CLIENT selects an e-commerce enabled site, the CLIENT is encouraged to obtain a secure certificate for on-line transactions. The CLIENT understands that if they do not obtain their own secure certificate, design capabilities on the shopping cart itself may be limited.

Merchant Account. If the CLIENT’s Web site requires the ability to accept credit cards, the CLIENT will need a Merchant Account. The CLIENT understands that any charges necessary to secure the Merchant Account are not covered by this agreement.

This agreement does not include a provision for the creation of a database unless specifically stated in writing by AGENCY.

Payment Terms / Work Flow. A minimum deposit of one third (33%) of the total amount is required to commence work. Once the first deposit is received by the AGENCY, basic site design concepts will be put on-line for the CLIENT’s viewing and approval. Communication between the AGENCY and the CLIENT is crucial during this phase to ensure that the ultimate publication will match the CLIENT’s taste and needs. Upon completion of this stage, the CLIENT will be asked to confirm acceptance for the basic site design via email or other electronic medium or by signing a printed copy of the design. Once this acceptance is received from the CLIENT, the work necessary to complete the project will begin, and the second third of the total amount will be paid CLIENTs should continue, however, to continually view updates to the site and express their preferences or dislikes to the AGENCY. Upon completion of the web site, an email or letter and invoice will be sent to the CLIENT advising the CLIENT that the work has been completed. Final payment of the remaining 33% balance plus any additional charges incurred will be due within five (5) business days after delivery of completion email or letter and invoice. If the five (5) day minimum is not met an additional charge of 10% is due. If payment is not made within thirty (30) days of notification, simple interest will accrue on the balance owed at a rate of 18% from the date the 10% penalty was levied. AGENCY reserves the right to remove all Web content from the Internet if payment is not made within thirty (30) days after delivery of our completion notification. Most frequently, problems with timely payment are the result of poor communication. If a payment delay is anticipated, please contact the AGENCY to discuss potential problems in advance. If problems are anticipated we may be able to accommodate an alternate arrangement.

Maintenance Agreements. Maintenance Agreements are negotiated on an individual basis, as each CLIENT has differing needs. AGENCY offers a maintenance agreement in which the customer pays on a monthly basis. Monthly hours allocated are “as needed” and do NOT roll over. All allocated monthly maintenance hours are on a “use it or lose it” basis.

Third Party or CLIENT Page Modification. CLIENTs may elect to independently edit or update their web pages after completion. AGENCY will update the web site at the current hourly rate set by AGENCY. There is a one-hour minimum. In this regard, CLIENTs are encouraged to obtain a Maintenance Agreement.

Additional Expenses. CLIENT agrees to reimburse the AGENCY for CLIENT-requested expenses.

Examples include:

Special font requests
Unique photography request including digital stock photography
CLIENT-specific software requests

Copyrights and Trademarks. CLIENT represents to the AGENCY and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the AGENCY for inclusion in the CLIENT’s web site 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 (indemnify) the AGENCY and its sub-contractors from any claim or suit arising from the use of such elements furnished by the CLIENT.

Limited Liability. CLIENT agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the AGENCY. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, advocacy of an illegal activity, and copyright / patent / trademark infringement. CLIENT hereby agrees to indemnify and hold harmless the AGENCY from any claim resulting from the CLIENT’s publication of material or use of those materials. It is also understood that the AGENCY will not publish information, which may be used by another party to harm another. The AGENCY will also not develop a pornography or otherwise unethical web site for the CLIENT. The AGENCY reserves the right to determine what is and is not unethical content.

CLIENT agrees that it shall defend, indemnify, save and hold the AGENCY harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the AGENCY’s development of the CLIENT’s web site. This includes Liabilities asserted against the AGENCY, its sub-contractors, its agents, its CLIENTs, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the CLIENT, its agents, employees or assigns. CLIENT also agrees to defend, indemnify and hold harmless the AGENCY against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the CLIENT’s web site. This includes infringing upon on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.

Copyright of the finished assembled work of web pages produced by the AGENCY and graphics shall be vested with the CLIENT upon final payment for the Project. This ownership includes design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the CLIENT for completion of this Project. AGENCY owns all rights until final payment has been secured from CLIENT. CLIENT understands and agrees that AGENCY will not transfer the finish product to CLIENT’s domain or servers until after final approval from CLIENT and after final payment from CLIENT.

Design Credit. CLIENT agrees that the AGENCY may put a hyperlinked byline on the bottom of their index.html or main.html Web page for establishing design and development credit. CLIENT also agrees that the Web Site created for the CLIENT may be included in the AGENCY’s portfolio.

——- TERMS SPECIFIC TO SEARCH ENGINE OPTIMIZATION (SEO) (Only When Applicable) ——-

Deliverables
AGENCY is committed to provide following deliverables:
Website Audit Report
It provides (but is not limited to):

• Review of the competitiveness of the CLIENT’s industry and the targeted keywords.
• Review of the current ranking potential of the CLIENT’s site and back link profile analysis.
• Review of issues related to website usability, website credibility, websites accessibility, user engagement, legal issues and suggestions regarding how to fix them.
• Recommendations for avoiding/fixing negative SEO issues (keyword stuffing, duplicate contents, URL canonicalization, hidden text, hidden links, sneaky redirects, keywords cannibalization etc)
• Recommendations regarding content development. What type of contents and contents categories can attract additional traffic and links and can help in improving conversions (goals).
• Suggestions regarding link building–From where and how you can acquire/request/target links.
• Review of the CLIENT’s site traffic – how visitors find your website, where they come from and how they use it. How keywords and advertising campaigns are performing. How the site is performing in comparison to hundreds of other sites in the comparable industries.
• Competitive Analysis
• Provides vital information regarding competitors like: Who your competitors are, which keywords they are targeting, what are they doing to attract traffic and links. We also determine the current ranking potential of your competitors in search engines and help in establishing KPIs (Key Performance Indicators).
• Keyword Research Report
  • It provides list of keywords that can bring highest volume of relevant traffic to the website along with their search volume. It also provides suggestions regarding how keywords should be used on site to attract additional traffic.

Website Optimization:

We try to fix all the issues we have identified during website audit, so that the website works for the CLIENT’s business and is able to convert relevant traffic into sales or leads.

On-page optimization

We modify the title tags, meta tags, contents, HTML code, naming conventions and other on-page factors of CLIENT’s website to make it relevant to search engines (Google, Yahoo and Bing) for targeted keywords. We do keywords positioning/placement to attract additional traffic to the site.

Link Building:

We acquire/request/target links from vast array of search engines to improve the ranking potential of your website in search engines and to rank for targeted keyword phrases. We focus on building links with the most weight, via other search engines so that your site is seen as an authority to the credible search engines that index sites as credible sources.
Link Bait/Viral Content Analysis + Development

We have the availability to develop and promote contents (press releases, articles, blogs, link baits etc.) which help in getting additional traffic and links to your site and also helps in improving the conversion rate. Will optimize and link current content.

SEO Analysis:

We continuously monitor the effectiveness of our SEO campaign and send you traffic and rankings reports on a monthly basis.

Assignment of Specific Rights

For the purposes of receiving professional SEO services, CLIENT agrees to provide the following:

1. Give AGENCY FTP and other back-end access to the web site for uploading new web pages, and making changes on the web pages for the purpose of on-page optimization.
2. Permission to communicate directly with any third parties, e.g., your web designer, web AGENCY etc if necessary.
3. Full access to existing website traffic statistics for analysis and tracking purposes like access to Google Analytics, Omniture etc.
4. Permission to use CLIENT official email address for the purposes of requesting links (something like contact@CLIENT-company.com)
5. CLIENT authorizes AGENCY use of all CLIENT’s logos, trademarks, Web site images, content etc., for use in creating informational pages and any other uses as deemed necessary by AGENCY for search engine optimization and social media optimization.
6. If CLIENT’s site is lacking in textual content, CLIENT will provide additional text content in electronic format for the purpose of creating additional or richer web pages. AGENCYcan create site content at additional cost to the CLIENT. If CLIENT is interested in purchasing content from AGENCY, it can be provided at the current rate for such services as set by AGENCY.

Disclaimers

CLIENT acknowledges the following with respect to SEO services from AGENCY:

1. All fees are non-refundable.
2. AGENCY has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. CLIENT’s web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
3. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, AGENCY does not guarantee No.1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
4. Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “x” amount of time or have enough back link strength.AGENCY assumes no liability for ranking, traffic, indexing issues related to such penalties. Consequently CLIENT understands that ranking new websites is much more difficult than ranking old and established sites and he should not have unrealistic expectations about rankings, traffic and revenues.
5. New website may get temporary boost in ranking for some targeted keywords for few days but then it settles down to its real place.  This is known as ‘new site boost effect’ and it is quite common to happen. Consequently CLIENT understands that his new site has not really got top rankings within a month and soon it will go down to its actual position.
6. Occasionally, search engines will drop listings for no apparent reason. Often, the listing will reappear without any additional SEO efforts.
7. A website search engine ranking can fluctuate any day, any time because of on-going changes in the ranking algorithm, seo efforts made by the competitors or both.
8. AGENCY makes no guarantee/warranty of project timeline or added expenses (like charging additional fees etc) if the SEO work is destroyed either wholly or in parts, either knowingly or unknowingly by any party other than AGENCY or without the prior consultation of AGENCY. SEO work is considered to be destroyed either wholly or in parts if following changes (but are not limited to) are made to a website by any party other than AGENCY or without first consulting AGENCY.
9. Changes in the file(s) or folder(s) name
   1. Putting a file in a different folder or putting a folder in another folder or sub domain
   2. Making changes in the head section of a document like changing the text in the title tag, removing certain HTML tags required for site authentication.
   3. Deleting a link, folder, file, web document or sub domain.
   4. Modifying text on a web document like changing the formatting of the text or repositioning the text.
   5. Removing analytics code from the web page which is used to track website traffic.
   6. Linking out to any website without prior consultation of the AGENCY  
   7. Adding a file, folder, web document, widget or any functionality.
   8. Renaming URLs of existing web documents.
   9. Taking down the website or part of the website.
   10. Renaming, re-locating, adding or removing any file, folder or sub domain on a web server including web documents, robots.txt, .htacess file, sitemap.xml, rss.xml etc
   11. Changes in the site architecture
   12. Changes in the anchor text
   13. Making any changes on an optimized web page

AGENCY makes no guarantee/warranty of project timeline or added expenses (like charging additional fees etc) if:

1. The CLIENT fails to resolve AGENCY queries on time.
2. Make delays in providing required access, documents, permissions or any support for Search Engine Optimization purpose
3. Fail to make necessary changes on the website as and when advised AGENCY for carrying out the Search Engine Optimization services.
4. There is a server outage for prolonged time on CLIENT’s site.

AGENCY is not responsible for the CLIENT overwriting SEO work. The CLIENT will be charged an additional fee for re-constructing, re-optimizing content/web pages, based on the current hourly rate set by AGENCY.

CLIENT guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to AGENCY for inclusion on the website above are owned by CLIENT, or that CLIENT has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend AGENCY and its subContractors from any liability or suit arising from the use of such elements.

—————- TERMS SPECIFIC TO CONSULTING SERVICES (Only When Applicable) —————-

CONSULTING SERVICES. All services described herein are to be performed by AGENCY or its contractors in accordance with the most commonly accepted standards and practices of the consulting services industry. That is to say, we will use techniques and strategies that are most universally acceptable in order to satisfy the broadest market possible. This Agreement is for the service of consulting only. No labor hours are included in this agreement. This is an advisory role only. Any work required is the responsibility of the CLIENT. If work is required, AGENCY and CLIENT must agree to additional terms, payment and services separately.

COST. Notwithstanding any prices listed in literature or on web pages, the CLIENT and AGENCY agree that the services described in this Agreement shall be completed for the final agreed price and terms approved in writing.

ADDITIONAL SERVICES. The terms and conditions set forth in this document constitute the sole agreement between AGENCY and the CLIENT regarding these services. Any additional work not specified in this Agreement must be authorized in writing. Should the CLIENT desire additional consulting or “work for hire” services, a new agreement must be agreed to and signed by both parties. If Agreement is based on a set amount of consulting hours per month and CLIENT requires additional hours in that month the rate will be billed at the current hourly rate of AGENCY.

PAYMENTS & BILLING TERMS. CLIENT agrees to pay upon execution of this agreement. If an amount remains delinquent 5 days after its due date, an additional penalty equal to 10% of the outstanding balance will be added for each month of delinquency. AGENCY reserves the right to stop work until payment is made. Should collection activities become necessary, the CLIENT agrees to pay all fees relating to said collection activities. Monthly payments will be put on auto-bill and will automatically be charged to the credit card on file on the same day every month as the first payment date made. Checks, cash, money orders and wire transfers are not acceptable forms of payment. Hourly rates via phone or in-person meetings will be billed in 30 minute increments. All other forms of communication including, but not limited to, emails, texts and written letters will be billed in 30 minute increments. If CLIENT has purchased a set amount of hours in a month CLIENT agrees that this is a “Use it or lose it” Agreement. Any hours not used in a given month will not rollover to the next month and are not redeemable, transferable or refundable.

TRADEMARKS & COPYRIGHTS. The CLIENT represents to AGENCY and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to AGENCY for inclusion in services rendered 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 AGENCY from any claim or suit arising from the use of such materials.

CANCELATION AND RENEWAL. AGENCY reserves the right to cancel this Agreement at any time with seven (7) days’ notice and will give a prorated refund of any unused consulting time (if applicable) based on hourly or daily rate, depending on pricing structure of agreement. CLIENT agrees that this Agreement will auto-renew at its currently stated rate and duration unless written communication is given to AGENCY stating intent not to auto-renew. This Agreement cannot be canceled by CLIENT during its duration. If CLIENT executes non-payment, stop payment or reversed payment for any reason, CLIENT agrees that the outstanding balance for the remaining duration of the Agreement will be charged in full as a penalty. Should in any event, AGENCY is unable to perform agreed services, CLIENT will receive a refund of the unused portion of the Agreement at an hourly or daily rate, whichever is applicable.