Agreement Terms & Conditions
Updated September 15, 2017– Please print for your records.
SCOPE OF WORK
Such Work shall conform to that described in the Scope of Work. Any change to the Statement of Work shall be mutually agreed to in writing by authorized officials of both parties prior to the commencement of Company’s services under any such change.
All changes to the Statement of Work in Scope of Work will be quoted separately in an Engineering Change Order document. The Engineering Change Order may include cost and schedule increases that must be approved and signed by authorized officials of both parties to this Agreement before any work associated with the requested changes begins. In the absence of a price quote for such change, the changes will be done at the Company Billing Rates set forth in the Scope of Work.
COST
As consideration for the services rendered hereunder, Customer will pay Company as set forth in the Costs section of the Scope of Work.
PAYMENTS
- Company can submit invoices to Customer once every month if needed. Invoices shall include:
- Invoice Number,
- Invoice Date,
- Itemized charges,
- Total amount due.
2. Checks shall be made payable to Online Marketing Media, LLC. and shall be mailed to:
Online Marketing Media, LLC.
13918 E Mississippi Ave. #60491
Aurora, Colorado 80012
3. Each payment shall include the Invoice Number and Invoice Date for purposes of identification.
4. Terms of payment will be net 10 days.
5. All payments under this Agreement shall be made in U.S. Dollars. Customer shall pay interest to Company at the rate of 5% (percent) per month, and this will be added to any outstanding invoices remaining unpaid for more than 30 days. Company requests’s 30 day notice to cancel agreement.
EXPENSES INCURRED
Customer shall be responsible for reimbursement of all expenses incurred by Company in direct pursuance of this Agreement. This includes, but is not limited to airline tickets, hotel reservations, automobile rentals, gas for travel to work sites, parking, meals, off-the-shelf software tools, long distance phone expenses, etc. Company shall submit copies of all required reimbursements to Customer within 2 weeks of the last day of said travel, or receipt of Company’s billing (phone bill, etc.). Travel to and from Customer required work sites shall be deemed billable hours and will be billed at ½ of the normal programming billing rate as specified in the COSTS section of the Scope of Work. All expenses will be pre-approved in writing by Customer before submission and reimbursement of any expenses.
PUBLICITY
Neither party shall use the name of the other party, nor the name of any employee of the other party in connection with any product, service, promotion, news release, as a reference, or other publicity without the prior written permission of the other party and, if an individual’s name be concerned, of that individual.
COPYRIGHTS
Company shall initially retain all copyrights to any program, program application, or any other copyrightable items (“Work Product”) first conceived or actually reduced to practice in the performance of the Work funded by this Agreement. Once the project is completed, all outstanding invoices have been paid to Company, and all funds have cleared the bank, all program copyrights will be transferred to Customer. Unless and until all of these conditions are met ( a “Default” condition), Company retains full ownership of all Work Product. In the event of a Default condition, Company shall have the right to remove all Work Product created under this Agreement from Customer’s systems, and Customer agrees to give Company access to any computer upon which said Work Product had been installed in order to do so. In the event of a Default condition, if any Work Product remains in the possession of Customer, Customer agrees to not use said copies.
PROPRIETARY DATA
Company and its subcontractors shall use all reasonable efforts to protect proprietary data furnished by Customer or End Client which is necessary for the creation of Work Product defined in all correspondence, from disclosure to any third party except as may be necessary for the creation of Work Product, both during the term of this Agreement and thereafter. Proprietary data does include but is not limited to names of Customer members and information identified in writing as proprietary data by Customer. Proprietary data does not include information generally known to the public, information that is in the public domain, standard industry practice information or information that was not disclosed to Company by Customer during Company’s employment by Customer.
FORCE MAJEURE
Company shall not incur liability for failure to perform hereunder in the event that, despite the exercise of reasonable diligence, performance is delayed or prevented by an act of Force Majeure. Force Majeure shall be any circumstance not in the control of Company, including, but not limited to Acts of God, floods, fires, explosions, strikes, boycotts or other labor disputes, lockouts, acts of local, state or federal governments, or confirmed illness, incapacitating illness or death of Company President.
ORGANIC RANKING CANNOT BE GUARANTEED
Organic rankings are non-paid for search engine rankings. Due to the fact that search engine rankings are fully dependent on the search engine ranking algorithms, we cannot guarantee organic rankings – nobody can. Nevertheless, we are very successful in our SEO efforts and are sure you’ll be satisfied if subscribed to SEO service.
PROPRIETARY PROCESSES
During the process of SEO for Customer Website, Company may expose their proprietary processes and services to Customer. If desired, Customer may be trained to perform some processes on the Customer Website themselves.
If Customer contracts to perform these Proprietary Processes for other companies, then Company must be employed to perform the processes.
If Customer performs these processes or services on any website other than Customer Website, or for any other company, Company must perform the services or Customer agrees to pay to Company the economic equivalent of all financial proceeds and gains resulting from those efforts and improvements that represent a breach of this agreement. This includes the financial benefit to any of Customer’s client websites where these services were performed.
ARBITRATION
Company and Customer agree that should any dispute arise concerning the terms of this Agreement and the enforcement thereof, at the sole discretion of Company the parties shall submit to binding arbitration in the City Centennial, and County of Arapahoe, Colorado by the American Arbitration Association in lieu of court proceedings. The arbitrator shall be bound by the laws of the United States, the State of Colorado, without regard to that jurisdiction’s choice of law rules, this Agreement, and all attachments hereto. The party who ultimately prevails in any court proceedings or binding arbitration shall be entitled to payment of his or her reasonable attorney’s fees and costs incurred in such proceedings or arbitration and any and all negotiations or preparation leading up to it, and such fees and costs shall be paid by the party which does not prevail at any such proceeding or arbitration.
LIABILITY AND LOSS
Customer shall indemnify, defend and hold harmless Company, its employees and agents, against all claims or actions based upon or arising out of damage or injury (including death) to persons or property caused by or sustained in connection with the performance of Company, its employees, and agents or by conditions created thereby, or based upon any violation of any statute, ordinance, code or regulation in connection with its performance under this Agreement. The obligation to defend and indemnify Company, its employees, and agents, shall survive the termination of this Agreement.
MISCELLANEOUS
Party signing on behalf of Customer will be personally liable for all outstanding debts if they are not paid as described in the Payments clause 3 above. Other than that, neither party may assign this Agreement without the written consent of the other party.
Governing Law. The laws of the State of Colorado shall govern the construction, interpretation, and enforcement of this Agreement.
Jurisdiction and venue for any dispute arising from this Agreement, including those submitted to Arbitration in accordance with item 11 above, shall be in a court of competent jurisdiction, or to an arbitration panel, located in the City of Centennial, and County of Arapahoe, Colorado. Any other jurisdiction and venue is hereby specifically waived by the parties.
In the event any third parties are involved to collect any outstanding monies owed by Customer to Company, Customer agrees to pay any reasonable collection fees, including attorney fees whether litigation has commenced, and all costs of litigation.
Nothing in this Agreement is intended, nor shall be deemed, to constitute a partnership or joint venture between the parties.
The headings used in this Agreement are for administrative convenience only and are not to be used to interpret this Agreement.
We do not offer refunds if Customer does not supply content as specified and the project cannot be completed properly.
ENTIRE AGREEMENT / AMENDMENTS
This instrument contains the entire Agreement between the parties. Any statements, promises or inducements made by either party or agent of either part that are not contained in this written Agreement or any other mutually signed agreements shall be neither valid nor binding.
This Agreement may only be amended, supplemented, or revised in writing, when agreed to, signed by both parties.