This Website and Hosting Agreement (the “Agreement”) is between SEO Experts, LLC, an Arizona limited liability company, (the “Company” or “SEO Experts”) and Client (the “Client”) (as used herein, the Company and Client may be collectively referred to as the “Parties” or individually as a “Party”, where no distinction is required) and is made in reference to the following facts:
The Client wishes to engage, and Company wishes to provide website development and web hosting services to the Client based on the terms and conditions set out in this Agreement, and Client and Company desire to enter into this Agreement to set forth their understanding of the terms and conditions under which such services shall be provided by the Company to the Client.
NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and other good and valuable consideration, the receipt of which is hereby acknowledged by each Party, the Parties hereto agree as follows:
Services to be Rendered by and Duties of Company; Compensation.
Generally. The Client engages the Company and the Company accepts the Clients’ engagement to initially provide website development and web hosting services, and if agreed to by the Client and Company in writing, other services as may be agreed, to the Client. The terms and provisions of this Agreement shall apply to and control the overall relationship and provisions of service by Company to the Client. Company may utilize outside parties such as consultants, affiliated companies, non-affiliated companies, or independent contractors to perform the services referenced herein.
Payment of Compensation. The Client agrees to pay the Company compensation for the Services agreed upon between the Client and the Company as set out in this Agreement. Payments shall be made on the first day of each month, collected via credit card charge for Services to be rendered by the Company in the following month. Services that initiate on any day other than the first of the month, a prorated fee for the remaining days in that month will be charged prior to the initiation of Services. For example, if a new service is started on the 5th day of a month containing 31 days, the amount due from Client to the Company will be equal to 26/31 of the fees for a full month.
Client Acknowledgment with respect to services being provided.
- 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. The Client’s website may be excluded from any or search engine at any time at the sole discretion of the search engine. Occasionally, search engines will drop listings for no apparent or predictable reason.
- Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. Company does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
- Company is not responsible for changes made to the website by other parties. If the client or another party outside of SEO Experts LLC makes changes to the website client will be charged an hourly fee to fix or repair any requested items.
- The Client will be charged an additional fee for re-constructing website work and or content, based on the hourly rate of $150 per hour.
- Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Company for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Company from any liability or suit arising from the use of such elements.
Ownership of Website: Upon payment of the upfront fees and payment of at least 8 months of ongoing services, you are the owner of your website. If you decide to cancel services after these conditions are met and transfer your website, you will be solely responsible for all charges and costs for moving the website to another hosting provider and any website rebuilding fees.
Company Confidential Information. Client acknowledges and agrees that Confidential Information disclosed by Company to Client including, without limitation, the Licensed Software, Company’s’ Proprietary Rights to the Licensed Software and the software installed on the Application Server (and Company’s’ Proprietary Rights therein) embodies logic, design, coding, methodology and other trade secrets (collectively, “Company Confidential Information”) and shall be held as confidential by the Client and Client shall not, except as specifically provided in this Agreement, disclose or use such Company Confidential Information for any purpose. Client shall safeguard Company Confidential Information using the same standard of care that Client uses for its confidential information, but in no event less than reasonable care. Additionally, all fees, services, documents, recommendations, and reports are confidential.
Client Confidential Information. Company acknowledges and agrees that Confidential Information disclosed by Client to Company (collectively, “Client Confidential Information”) shall be held as confidential by Company and Company shall not, except as specifically provided in this Agreement, disclose or use such Client Confidential Information for any purpose. Company shall safeguard the Client Confidential Information using the same standard of care that Company uses for its confidential information, but in no event less than reasonable care.
Indemnity. Each Party (“Indemnifying Party”) will defend, indemnify, and hold harmless the other Party (“Indemnified Party”) and its officers, directors, members, managers, employees, agents, independent Company’s, attorneys, legal representatives, successors, and assigns from and against any and all third Party claims, actions and damages (including reasonable attorney’s fees and expenses) incurred by the Indemnified Party and arising from, relating to, or in connection with the (1) gross negligence, fraud or criminal conduct of the Indemnifying Party or any independent Company or sub-Company hired by the Indemnifying Party, (2) a violation of any applicable law by Indemnifying Party or any independent Company or sub-Company hired by the Indemnifying Party, as determined by a court of competent jurisdiction, in connection with the performance of its duties and obligations under this Agreement; provided, however, that the Indemnified Party: (1) promptly notifies the Indemnifying Party, in writing, of such claim as soon as practical after gaining knowledge thereof; (2) gives the Indemnifying Party sole control of the defense and settlement of such claim; and (3) provides the Indemnifying Party, at no charge, all reasonable assistance in connection with the defense and settlement of such claim. The Indemnifying Party may settle such claim or proceeding with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. The Indemnified Party cannot settle such claim or proceeding without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.
Limit of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO THE LOSS OF PROFITS, BUSINESS, GOODWILL OR DATA) ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF AN EMPLOYEE, AGENT OR OTHER REPRESENTATIVE OF THE PARTY CLAIMED TO HAVE CAUSED SUCH DAMAGE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, EXCEPT WITH RESPECT TO THE PAYMENT OBLIGATIONS OF CLIENT, THE AGGREGATE LIABLITY OF COMPANY AND CLIENT FOR ALL CLAIMS AND DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE NET AMOUNTS CLIENT PAID TO COMPANY FOR A SPECIFIC SERVICE, AND IN NO EVENT SHALL THE AGGREGATE LIABILITY TO COMPANY EXCEED THE NET AMOUNTS PAID BY CLIENT TO COMPANY UNDER THIS ENTIRE AGREEMENT. FURTHERMORE, COMPANY WILL HAVE NO LIABILITY IN CONNECTION WITH THE FUNCTIONALITY OR CONETNT OF ANY SEARCH PROVIDER OR INTERNET PUBLISHER OR WEBSITE NOT OWNED BY COMPANY.
Governing Law; Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Arizona applicable to contracts executed and to be performed entirely within the State of Arizona and without reference to conflicts of laws. Venue for any litigation related to this Agreement shall only be in any of the state courts located in Maricopa County, Arizona, and each Party consents to the jurisdiction and venue of such courts, and waives any claims or contentions that such forum or venue is not convenient for them.
Attorneys’ Fees. Should a Party hereto retain counsel for the purpose of enforcing or preventing the breach of any provision hereof, including, without limitation, the institution of any action or proceeding to enforce any provision hereof, for damages by reason of any alleged breach of any provision hereof, for a declaration of such Party's rights or obligations hereunder or for any other judicial remedy, the prevailing Party shall be entitled, in addition to such other relief as may be granted in such action or proceeding (whether in arbitration, at trial or on appeal) to be reimbursed by the non-prevailing Party for all reasonable costs and expenses incurred thereby, including, without limitation, reasonable attorneys’ fees and costs for services rendered to such prevailing Party in connection therewith.
Trial By Jury. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY IN ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT.
Entire Agreement. This Agreement contains the entire understanding between the Parties hereto concerning the subject matter addressed herein. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the Parties hereto, relating to the subject matter of this Agreement, which are not fully expressed herein. This Agreement may not be changed orally but only by an agreement in writing signed by the Party against whom enforcement of any waiver, change, modification, extension or discharge is sought.