This is a work for hire agreement between American Website Company (“Company” or “We”) and Customer (or “You”). This is an agreement for a Business Website Package, Social Media Package or Local Search Placement services and/ or Web Development. This agreement may include, but is not limited to, hosting, maintenance, website development, pay-per-click advertising and all other ancillary services that American Website Company may offer. American Website Company agrees to provide Website services as an independent contractor in accordance with the terms set forth below. By signing, You agree to all of the terms contained in this contract for services, and this agreement shall become effective on the date (“Effective Date”) that payment is accepted and received by American Website Company.
1. The Service: Website and Marketing Services
The Service may include any or all of the following:
i. Website Analysis: To check the current status of your website.
ii. Keyword Finder: To help find powerful keywords.
iii. Automated Submissions to search engines for site indexing once or twice a month.
iv. Manual submission to major search engines.
v. Top 10 results on the Local Business Search.
vi. Ongoing support and maintenance after 60 days.
2. Limitations of SEO Service
American Website Company does not guarantee any increase in traffic or sales to Customer in providing this service American Website Company also does not guarantee any exact placement in any search engines. This service specifically excludes pay per click advertising and anything not specifically enumerated in this contract. American Website Company is not liable for any loss of ranking to Customer. Further American Website Company is not liable for any other changes or issues caused by other search engine optimization companies or by the customer.
3. Cost of Service
In consideration for the Website and Marketing services contemplated by this agreement, Customer will make payments to: American Website Company as described in this section. All sales are final, and American Website Company offers no partial or full refunds.
Payment: Customer will pay American Website Company for a one-time fixed setup fee and then a monthly maintenance fee. Customer agrees to a minimum of twelve months of maintenance, and will be billed on a month-to-month basis thereafter. All amounts are in U.S. Dollars.
Payment Schedule and Late Fees: American Website Company will invoice the Customer monthly, and all payments are due within five (5) days after submission of invoice. If a payment is returned or rejected by our bank, Customer shall pay us a service fee of $40 and reimburse all additional fees and costs incurred by us. Customer may also be deemed to be in Default (See Section 4 of this Agreement).
Change in Fees: American Website Company may change its fee schedules on sixty (60) days notice by postal mail and/or electronic mail. Upon such notice, the Customer shall have thirty (30) calendar days prior to the effective date of the fee schedule to notify us by certified postal mail and/or electronic mail if Customer does not agree to such a rate increase and that Customer wishes to terminate this Agreement.
4. Taxes: Customer will be responsible for all taxes associated with Services contemplated by this agreement, and taxes will be in addition to the rates quoted.
4a. Default by Customer
American Website Company’s Service Agreement Taxes: Customer will be responsible for all taxes associated with Services contemplated by this agreement, and taxes will be in addition to the rates quoted.
4b. Default by Customer
If a payment by Customer is returned or rejected by American Website Company’s bank, Customer shall be immediately deemed to be in default of this Agreement. Accounts not paid in full by the tenth day after American Website Company submits its invoice may have service interrupted or terminated; interruption does not relieve the Customer from the obligation to pay all fees due to American Website Company, including the monthly account charge. Accounts and all amounts in default are subject to a late payment charge of 1.5% per month, or the maximum amount permitted by law, whichever is less, until fully paid. Customer also agrees to pay American Website Company all of its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights via a Customer default.
5. Customer’s Right to License or Resell
Customer may not resell or license any of American Website Company’s Software or Marketing Services to any third parties without the prior written consent of American Website Company. For example, Customer may not provide Website or Marketing services to any third party without American Website Company’s prior written consent. This is a material breach of this Agreement and releases American Website Company from all obligations associated with this Agreement. Ask your Website representative about our Optional Re-sellers Program. See Optional Re-seller Agreement.
6. Use of Names and Trademarks
As part of this Agreement, Customer grants American Website Company a non-exclusive right and license to use Customer’s business names, trade names, trademarks, and service marks (collectively, “Customer’s Marks”) (a) on American Website Company’s own Web Sites, (b) In printed and online advertising, publicity, directories, newsletters, and updates describing American Website Company’s Services, and, (c) in applications reasonably necessary and ancillary to the foregoing. Customer may use American Website Company’s trade name, trademarks, and service marks (collectively, ” American Website Company’s Marks”) in advertising and publicity in conjunction with the offering of Customer’s content, provided that the Customer shall submit a copy of all such use to American Website Company for its prior written approval, and provided further that under no circumstances shall such use imply that American Website Company endorses, sponsors, certifies, approves or is responsible for Customer’s content. Notwithstanding the foregoing, the Customer need not obtain American Website Company’s prior written approval where use of American Website Company’s Marks is limited to inclusion in a list of systems via which Customer’s content is available.
7. Length and Termination of Agreement
Term: This Website and Marketing Services Agreement shall begin on the Effective Date and shall continue on a month-to-month basis, until either Party gives the non-terminating Party Thirty (30) days written notice of its election to terminate this Agreement.
Termination: Termination of this Agreement by Customer must be in writing. Please notify us of your intent to terminate by registered post or electronic mail, receipt requested. Telephone cancellations will NOT be accepted. Upon termination by Customer, everything related to Search Engine Marketing that is stored on our servers may be deleted. Cancellation will not entitle Customer to a refund of setup fees, and will not offer any relief of your obligation to pay the remaining balance of your account. However, if you cancel within 30 days of purchasing an American Website Company Package and would like to transfer to a different service we offer (for same or lesser value), we may, at our option, apply the purchase price to a website credit for your American Website Company account.
Material Breach: Each Party shall have the right to terminate this Agreement upon Thirty (30) days prior written notice if the other Party is in material breach of any term of this Agreement, including without limitation the payment of monies, and the breaching Party fails to remedy such breach within the fifteen day notice period.
8. Compliance with Acceptable Use Policies
Acceptable Use Policy: American Website Company maintains on its Web site an Acceptable Use Policy (“AUP”). Customer agrees to abide by the AUP. American Website Company may modify its AUP at any time, and shall post the then-current AUP on its Web site, to be effective upon posting. End Users to Comply with AUP: Customer acknowledges that American Website Company may terminate an end user’s access to Customer’s Web Site for noncompliance with American Website Company’s AUP. American Website Company may thus terminate such end user’s access to Customer’s content even if the end user has not violated the Customer’s own terms and conditions of use of its web site.
9. Customer Content You, the Customer, acknowledge and agree that you are solely responsible for ensuring the integrity of your content. Although American Website Company provides data backup services, the Customer is advised that American Website Company in no way is responsible for any damages resulting from the loss of your content, regardless of the reason for such loss. We encourage you to backup and archive your content regularly.
10. Indemnification and Warranties INDEMNIFICATION: Customer shall indemnify and hold harmless American Website Company from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys fees, arising from or relating to the Customer’s provision, or an end user’s use, of Customer’s content, or any act, error, or omission of the Customer in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property or other right; or violation of any applicable law.
WARRANTIES: If after 180 days American Website Company has not performed any of the services that have been agreed to at the Customer’s satisfaction, American Website Company will waive the monthly service fee for two months and perform the service again for free. If we do not fulfill the agreement by the eighth month we will cancel the remainder of the contract without any additional fees or penalties.
THE SEO SERVICES PERFORMED AS WORK PRODUCT UNDER THIS AGREEMENT IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY OTHER WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY SUCH AS ANY WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. AMERICAN WEBSITE COMPANY DOES NOT WARRANT THAT THE WORK PRODUCT WILL MEET CUSTOMER’S NEEDS OR IS FREE FROM ERRORS. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND IT IS AGREED THAT THEY FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR DEVELOPMENT OF THE WORK PRODUCT AND OTHER SERVICES TO CUSTOMER SET OUT IN THIS AGREEMENT.
Assignment: The rights and obligations under this Agreement are freely assignable by either party, provided however, in the event Customer assigns its rights under this Agreement to any third party, Customer shall continue to have the obligation to (i) pay American Website Company if the third party fails to pay as required by this Agreement, and (ii) indemnify, defend and hold American Website Company harmless as required by this Agreement. Backup and Firewalls: Customer is solely responsible for the proper backup and protection of all of its software and data, as well as the implementation and maintenance of appropriate firewalls and security measures (including proper virus control) in connection with the use and operation of the Customer’s computer facilities. Entire Agreement: This Agreement contains the entire understanding of the parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement.
Mutual Non-solicitation of Employees: Customer agrees not to hire or solicit employees of American Website Company during performance of this Agreement and for a period of twelve (12) months after termination of this Agreement without our prior written consent. Similarly American Website Company agrees not to knowingly hire or solicit Customer’s employees during performance of this Agreement and for a period of 12 months after termination of this Agreement without your prior written consent.
Severability: If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired. Signatures: This Agreement may be signed in counterparts. A fax transmission of a signature page will be considered an original signature page. At the request of a party, a party will confirm a fax-transmitted signature page by delivering an original signature page to the requesting party.
Termination: The termination of this Agreement, regardless of how it occurs, will not relieve a party of obligations that have accrued before the termination.