When a customer, which may be an LLC, corporation, partnership, or sole proprietorship, agrees to receive services from Razer Media (Company) the following Terms and Conditions apply:
Charges consist of an initial setup fee followed by a recurring monthly charge. At initial sign up, only the initial fee is charged. Recurring amounts start on the day that website goes live, and are billed on monthly basis, rate plans vary depending upon the services provided by Company and in accordance to the pricing provided to customer at the time of signing.
2. Services Provided:
Company will perform the following Services for Customer:
Website Design and Development:
Company will design and develop a website that will appear on Customer’s domain name once the website is completed (“Goes Live”).
Ongoing Website Administration:
Immediately following the website design and development, and after the website goes live, Company shall administer and maintain Customer’s website as detailed below.
Search Engine Optimization (SEO):
Company shall provide Customer with SEO services intended to provide Customer with preferential positioning in selected search engines as detailed below.
Company agrees to provide those services outlined in Section 3 (“Services Provided”), such that the features of each service listed shall conform to the specification set forth in this section.
Website Design and Development:
Customer’s website shall be designed and developed in three (3) phases.
Phase 1: Template selection
Phase 2: Development & customization of template
Phase 3: Go Live
Customer is responsible for providing Company with the necessary content, text, and images, as well as any other necessary information and materials required to complete the website design and development, as they are requested by Company, unless Company agrees to provide the necessary content.
Company shall provide up to three (3) stock photographs, if necessary, from a stock photography website of Company’s choosing.
The standard timeframe required for completion of all three (3) phases is three (3) to four (4) weeks. However, completion within that timeframe depends upon timely communication and cooperation between Company and Customer.
Ongoing Website Administration:
Company shall provide monthly web hosting on a web hosting service of Company’s choosing.
Company shall provide up to one (1) hour of technical website support and service per month. Such support and service may include:
Technical troubleshooting of website code and design;
Making updates, and adding or removing website content.
Technical website support and service does not include graphic design and custom graphic creation.
Search Engine Optimization (SEO):
Company may develop and implement custom search engine optimization strategies and tactics for Customer’s website. The development and implementation of these strategies and tactics will be done solely at Company’s discretion based upon Company’s determination of their necessity. Company may determine that these strategies and tactics to not need to be developed and implemented at all, on a periodic basis, or in any other manner and at any times Company determines. These strategies and tactics may include any of the following:
On-Site Optimization: on-site optimization involves activities that are performed directly on Customer’s website, including the creation and publication of content (text and/or imagery);
Off-Site Optimization: off-site optimization involves activities that are performed outside of Customer’s website, including link building (establishing backlinks to Customer’s website on other websites), content creation and publication on other websites, and editing, creating, and updating Customer-relevant web properties and listings that may or may not be owned by Customer;
Social Media Strategy: social media strategy includes creation of social media pages and implementation of strategies to enhance Customer’s social media presence through both offline and online activities;
Company shall conduct and provide those online marketing bundle services and activities as Company deems necessary, and within the parameters defined as appropriate by Company.
If SEO services are purchased; a minimum of 2 front page placements within 90 days or billing is paused upon request until minimum of 2 keywords get front page placement.
4. No Liability:
Razer Media, its suppliers, affiliates, officers, directors, employees, subsidiaries, and assigns, shall not be liable for any damages whatsoever, including, without limitation, direct or indirect damages for loss of business profit, personal injuries, business interruptions, state licensing requirements, city ordinances, business information loss, or any other loss resulting from the use or inability to use Company’s products and services. The maximum liability shall be limited to the amount actually paid for the services provided.
Customer shall indemnify and hold Company, its successors, suppliers, affiliates, officers, directors, employees, subsidiaries, and assigns harmless from any liability or loss resulting from any judgments or claims against Customer.
6. Customer Disclosure:
Customer Disclosure: The Customer agrees to inform Company, in writing of any internet advertising campaigns it has performed or is performing prior to agreeing to service. Failure to disclose this information may compromise the services provided by Company. In addition, the customer must provide 1 physical location address which can receive mail for each service location. Without a physical business location, it is more difficult for Company to obtain front page placements. Customer further agrees that they will only use services provided by Company for lawful purposes only.
Customers may request a change in their method of payment by emailing customer service at firstname.lastname@example.org or calling 877-855-2737. Customer consents to automatic recurring charges to their credit card.
8. Agreement Term, Cancellation and Refunds:
Customers have agreed to the term of the agreement for the rate plan which they select. After the initial term of this Agreement, Customer shall receive Ongoing Website Administration and SEO Services on a month-to-month basis. After the initial term of this Agreement, either party may terminate this Agreement by providing thirty (30) days written notice to the other party. Such termination shall be effective on the thirtieth day after receipt of said written notice. Upon termination Company shall provide a termination invoice for all work performed prior to the effective date of termination. Company will not issue refunds for services already rendered, but exceptions may be made on a case-by-case basis. When requesting a refund, the customer must contact Customer Service and each case will be reviewed.
If Customer wishes to cancel their service, they must call in and request to cancel service. If customer has selected a (6) six months or (1) one year agreement, a cancellation fee of 50% of the outstanding balance is due and payable upon cancellation.
9. Copyright and Ownership of Work Product:
All graphic designs, website interfaces, programming code and applications created by Company for use on Customer’s website are the exclusive property of Company and may not be transferred to third parties by Customer for any purpose (including, but not limited to financial gain). Company will be retaining all documents, source code, keyword lists and other assets employed or created for Customer during the execution of this agreement. Customer will only receive the output formats of Company’s work where applicable. The output is to be used only within the scope of the project as outlined herein.
Right to Make Derivative Works
Company will have the exclusive rights to make any derivative works from any of its work, practices, coding, programming or other work related to the services provided to Customer under this Agreement.
Customer shall retain all of its intellectual property rights in any text, images or other components it owns and delivers to Company for use in the website and online marketing services rendered under this Agreement.
Use of Customer Property and Material for Promotional Purposes
Customer grants Company, and any subcontractors utilized by Company, the right to use Company’s work product produced for Customer for promotional purposes and/or to cross-link it with other advertising developed by Company. Customer grants Company the right to list, reference or otherwise identify Customer as a client of Company in Company’s advertising and marketing.
Website License Upon Termination
Upon termination of this Agreement and full payment of any and all sums due to Company from Customer, if Company designed and/or developed a website for Customer, Customer will receive a perpetual, nonexclusive, nontransferable, worldwide license to the website’s programming code and user interface.
Company will either assist Customer in transferring the website, or provide Customer with server access in order to transfer the website (the choice between these alternatives will be made in Company’s sole and absolute discretion).
Customer and Company acknowledge and agree that this Agreement, the specifications contained herein, and all other documents and information related to the development of Customer’s website and the development and implementation of SEO strategies and tactics for the Customer (the “Confidential Information”) will constitute valuable trade secrets of Company. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Company’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
11. Independent Contractor:
Company shall be retained as independent contractors. Company will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Company’s behalf. Company understands that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
12. General Provisions:
This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Exclusive jurisdiction and venue shall be in the courts of Fairfax County, Virginia.
This Agreement shall be binding upon and enure to the benefit of Customer and Company and their respective successors and assigns, provided that Company may not assign any of their obligations under this Agreement without Customer’s prior written consent.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
No Right to Assign
Customer has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of Company, which consent can be withheld for any reason.
Customer warrants that everything it provides Company to employ for Customer’s website or marketing services is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third-party relating to any aspect of Customer’s website or marketing services, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, copyright infringement, and defective products sold via Customer’s website and marketing services. Customer agrees to indemnify Company from responsibility for problems/disruptions caused by third-party services that Customer may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of Customer’s website, marketing services, or multimedia project.
Limited Warranty and Limitation on Damages
Company warrants that the services provided will conform to the Specifications contained in Section 2 of this Agreement for a period of 30 days from the date of acceptance by Customer. If a service does not conform to those Specifications, Company shall be responsible to correct the provided service without unreasonable delay, at Company’s sole expense and without charge to Customer, to bring the provided service into conformance with the Specifications contained in Section 2 of this Agreement. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied. Customer acknowledges that Company does not warrant that the Search Engine Optimization services provided will work on all platforms. Customer acknowledges that Company will not be responsible for the results, productivity or any other measurable metric not specified herein, obtained by Customer through Company’s services. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Company as set forth herein.
No Responsibility for Loss
Company will have no responsibility for any third-party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed for by Company. Company is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of Customer’s website and marketing services under this Agreement.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.
Identification of Company
Customer agrees that Company identification may be annotated, and remain, within the code or on the Web Site as the authors. Customer also agrees to put Company’s copyright notices on Customer’s website and the relevant content therein.
Any domain name registered on Customer’s behalf will be made in Customer’s name for both the billing and administrative contacts. The technical contact is generally required to be the hosting ISP or Domain Registrar. Company will not register domain names in Company name. Customer is responsible for renewing Customer’s domain name.
Each party represents and warrants that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below:
13. Authority to Sign:
The person agreeing to service on behalf of the customer hereby represents and warrants that he or she has the authority, and ability, to act on behalf of the customer.