Services Agreement, dated as of today’s date by and between Audiology Website Builders, LLC (“AWB”) and (“Client”).
WHEREAS, Audiology Website Builders, LLC and Client desire to enter into an arrangement whereby AWB provides Client with an Inbound Marketing System upon the terms set forth in this Agreement.
WHEREAS, it is the intention of the parties to assure that each such party shall maintain sole discretion and authority over decisions as to marketing polices pertaining to their individual entities and accordingly the services provided by AWB as set forth in the Agreement are to be construed to comply and conform with such intention and neither party shall be entitled to contract or make commitments on behalf of the other party.
NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties hereto agree as follows:
ADMINISTRATIVE and MARKETING SERVICES. During the term of this Agreement, AWB for and on behalf of and in the name of Client shall (i) provide an Web Design and related services.
MARKETING AND PROJECT SUPPORT SERVICES. During the term of this Agreement, AWB shall provide services as dictated by the package/product selected during the check out process.:
- Any and all logos, photos and Client applications must be submitted to AWB prior to start of the process and must be submitted in the form of electronic files. A draft of the website portion of the system only will be e-mailed to the client within 14 days following receipt of said materials.
- Any and all changes Client wishes must be submitted to AWB within seven (7) days. Changes will only be made one time.
- Within seven (7) days of AWB receiving the final edits the website will be active.
b.If optimization services are a part of the selected package, AWB will optimize results for the address found on the checkout form.. Should Client wish for additional addresses to be optimized, additional fees will apply.
SERVICE OBLIGATIONS. With respect to the services to be provided pursuant to Sections 1 and 2 above, AWB shall conduct it activities in a manner which is consistent with and conforms with the practices of that of its own operations. Client agrees to provide the following:
- Provide AWB with FTP (File Transfer Protocol) and other access to Client’s web site for the purpose of transferring Client’s site to a site owned and/or operated by AWB.
- Grant permission to AWB to communicate directly with any third parties, including but not limited to Client’s web designer.
- Grant permission to AWB to use official client email address for the purposes of requesting web site links.
- Grant permission and full authorization to AWB to the use of all of clients’ logos, trademarks, web site images, and any and all content, for the use in creating information web pages as well as any and all other uses as deemed necessary by AWB for search engine optimization and social media optimization.
- Grant permission and authorization to AWB to access Client’s web site account, and web hosting service to provide AWB with write permission for the Client’s web page directory, cgi-bin directory, and any and all other directories or programs which AWB deems necessary.
- Grant permission and authorization to AWB to publicize the completed websites and social media sites to web search engines, as well as any and all other web directories and or indexes.
- Grant permission and authorization for AWB’ use of certain keywords and phrases for development and use in search engines and/or directories, and improved ranking of Client’s web site.
- Client shall fill out then “Audiology Website Builders Business Profile” for AWB’ use in designing Client’s website.
- Artwork and Text File Requirements: AWB accepts copies only, not original artwork to ensure that Client has access to their content at all time, risking loss of an original. Any and all artwork that requires scanning, must be sent to AWB in one of the following file formats: PhotoShop (.psd), Illustrator (.ai), TIFF (.tif), EPS (.eps), PICT (.pct), Bitmap (.bmp), JPEG (.jpg), GIF (.gif). (Note: JPEG (,jpg) and GIF (.gif) are not preferable file types as they have already been compressed, which may cause further loss of image quality. All files must have valid file extensions and must not include spaces or punctuation in file names. Any Macintosh-based files must be limited to eight characters or less. Acceptable file types for text documents are: Adobe InDesign (.indd), Excel (,xls), Word (.doc or .dcox), Rich Text (.rtf).
- Client shall permit the use of mandatory call source phone numbers right to use, owned by AWB and to be used on any and all web sites created by AWB. Said phone numbers shall be used for the purpose of tracking and recording phone calls. Client is informed and aware that all inbound phone calls will be recorded and monitored.
- We support the 2 most recent versions of the following browsers:
Internet Explorer (Windows only)
Safari (Mac only)
Each time these vendors release a new browser version, we begin supporting that version and stop supporting the third most recent version. Browsers are updated frequently largely because as they age browsers become slower and significantly less secure. Both ultimately lead to a less than optimal experience overall.
a.During the term of this Agreement, Client shall pay AWB on the 1st of each month commencing on the day this contract is signed. The monthly fee will be assessed on that same date each month thereafter until the contract is ended. For months without a 29th, 30th or 31st the bill date will be the last day of the month.
b.Updates and revisions to existing webpages will be made monthly corresponding to the day of the month that the website is transferred in it’s entirety to the client’s domain name. Revisions cannot exceed one hour per month.
c.Any and all additional revisions or changes will be billed at an hourly rate of $95.00 per hour at the discretion of AWB.
d.Any custom graphic work requested by client will be billed at $$95.00 per hour.
e.Any and all additional webpages or specialty pages beyond the Standard Inbound Marketing System will be charged to client at $35.00 for each such additional page.
TERM. This Agreement shall be for a term of twelve (12) months,
- commencing on the date this agreement is signed. The term of this Agreement shall automatically continue after the initial twelve month term unless and until either party terminates this Agreement by providing the other party with no less than thirty (30) days prior written notice of termination effective on or after the twelve month anniversary of the term of this Agreement.
- Changes to these Terms and Conditions. We may change these Terms, including any change in any charge or fee, and the imposition of a new charge or fee, at any time, if we give you notice of the change. If we make a change to these Terms and Conditions that is material, and you do not wish to accept such material change, then you may terminate the affected Service by giving us 30-days’ notice, in which case you will not be subject to an early cancellation fee. You will, however, still be responsible for all charges for Services provided before you terminated your Agreement. A material change is ONLY a change that (a) terminates or substantially reduces the availability of a Service for you or (b) results in the increase of any charge by more than 10% of the monthly access charge for that Service. Material changes in your Service DO NOT include the increase in or imposition of (1) any charge required to be collected by any governmental authority (such as taxes or surcharges) or (2) any charge not prohibited by any governmental authority to recoup our expense incurred to comply with a governmental requirement.
CANCELLATION. In the event that Client elects to cancel the within Agreement as per Paragraph 5 above, AWB shall have the right to bill for pro rata work completed up to and including 120 days following said cancellation. Further, in the event that Client elects to cancel said Agreement, the Client shall also pay for any and all expenses incurred by AWB up to and including 120 days following said cancellation. In the event of any cancellation, AWB retains ownership of any and all copyrights and any and all original artwork.
ASSIGNMENT. AWB reserves the right to assign subcontractors to any and all client projects to insure timeliness and adequate services are provided to Client.
INDEPENDENT CONTRACTOR. AWB shall act as an independent contractor for the specific project of developing an Inbound Marketing Program which will include installing a website specifically for Client on AWB’ server.
CONFIDENTIAL INFORMATION. AWB acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by the Client, including all materials containing such information, which are supplied by the Client to AWB or developed by AWB in the course of developing the website site are to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of AWB.
INTELLECTUAL PROPERTY. Client represents to AWB and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to AWB for inclusion in webpages 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 AWB and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client. However, ownership of the finished assembled work of webpages produced by AWB shall be exclusively owned by Audiology Website Builders. The Client is assigned rights to use as a website, the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs shall not be transferred to nor become the property of Client. AWB and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
DESIGN CREDIT. A logo image and link to AWB will appear at the bottom of each web page created by AWB for Client. The Client agrees to display this image and link for as long as the Website is publicly displayed on the Internet.
NO GUARANTEE. AWB 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; and AWB makes no guarantees and assumes no liability with respect to Client’s position in search engines, other than AWB agrees to use its best efforts.
ELECTRONIC COMMERCE. Client is aware that local, state and federal laws with respect to taxes and tariffs affecting Internet electronic commerce are revised on a continual basis. The Client shall bear sole responsibility for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend AWB and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s us of such electronic commerce.
LIMITATION OF LIABILITY. In no event will AWB be liable for any special, indirect, incidental, punitive, exemplary or consequential damages (including, but not limited to, lost profits, lost data or information, loss of use of the products, business interruption, loss of business reputation or goodwill, costs of substitute services, or downtime costs), which Client or others may incur or experience directly or indirectly arising out of or relating to this agreement, or the expiration or termination of this agreement, even if Client has been advised of the possibility of such damages, and notwithstanding any failure of essential purpose. Client shall take all commercially reasonable efforts to mitigate its damages, and AWB shall have no liability for any damages that could have been avoided by such efforts. Audiology Website Builders does not warrant that the functions contained in any Client webpages or the Internet website will meet the Client’s requirements or that the operation of the webpages will be uninterrupted or error-free. The entire risk as to the quality and performance of the webpages and website is with the Client. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
a.All payments must be received in the form of major credit card or check.
b.All invoices will be sent to the attention of the Client’s contact person listed in the agreement.
c.AWB will send you itemized invoices on a monthly basis. All invoices are due upon receipt. You may be charged interest at a rate of 12% yearly on any remaining balance not paid within 60 days of the date of the invoice.
d.Any invoice not paid within ten (10) days of date of invoice will be subject to a $25.00 late fee.
e.AWB reserves the right to remove any and all Client web pages from the AWB server for any invoice not paid within ten (10) days of date of invoice. Further, if said invoice remains unpaid past sixty (60) days of the date of the invoice, all Client files will be removed from the AWB server and no duplication rights or usage by Client will be permitted.
f. AWB reserves the right to remove any unused or unapproved Client web page drafts from the AWB server after a period of 180 days from receipt of the client intake form.
HIPAA COMPLIANCE. What is required under HIPAA to maintain compliance is the sole responsibility of the “Client”.
OWNERSHIP OF INTELLECTUAL PROPERTY. Client acknowledges and agrees that in providing the services detailed herein, AWB may disclose to Client certain confidential and proprietary information of AWB (the “Confidential Information”). Confidential Information may include, but is not limited to, the services provided herein, software, other computer programs (including source code and development-level documentation), flowcharts, diagrams, AWB provided data, manuals, schematics, development tools, specifications, drawings, design documents, marketing information, financial information or business plans. During the Term and for a period of two (2) years thereafter, Client agrees that it will not, without the express prior written consent of AWB, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information:
- a) is or becomes generally available to the public through no fault of Client;
- b) is rightfully received by Client from a third party without limitation as to its use; or
- c) is independently developed by Client, as established by documentary evidence.
The time limit of Client’s obligations in the foregoing sentence shall not apply to the extent that particular Confidential Information rises to the level of a trade secret, in which case the obligations shall remain in effect until such time as the information no longer constitutes a trade secret under applicable law. Client acknowledges and agrees that all patent, copyright, and other intellectual property rights in the services provided to Client and any related documentation or data provided hereunder are, and shall remain, the sole and exclusive property of AWB. AWB reserves to itself any and all rights in the agreement not expressly granted herein. Client agrees to maintain and respect the copyright notices and trademarks of AWB and/or its suppliers and subcontractors and contained in the agreement and or web pages designed by AWB and shall not remove, obscure or deface any copyright, trademark or similar mark or notice thereon.
IN WITNESS WHEREOF, and intending to be legally bound thereby, the parties hereto have duly executed and delivered this Agreement or caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date and year first above written.