Graphite Marketing — Website/Marketing Terms & Conditions
GENERAL
This is a service agreement ("Agreement") between Graphite Marketing Agency, LLC ("Graphite") and the company stated in this agreement ("Client") (Graphite and Client are each a "Party" and collectively the "Parties"). Graphite will provide website design, search engine optimization, social media management and/or related services explicitly stated in the Agreement or any thereafter mutually agreed work order or invoice (which one mutually agreed upon shall be attached to and supplement the initial Agreement) in exchange for the amounts set forth in the Agreement. Beginning on the Effective Date, this Agreement will be in effect for a minimum of twelve (12) months. The Agreement will thereafter automatically renew on a 3-month basis unless one of the Parties provides the other with at least fifteen (15) day written notice before the expiration of the then current quarterly period.
PAYMENT SCHEDULE
Website and marketing services are billed as a subscription that occurs on a monthly basis. Clients will be sent a hyperlink to Square. An option to pay monthly will be displayed. We request Clients select this option unless otherwise specified.
SITE OWNERSHIP
Once the website development has been paid in full, the Client assumes 100% ownership of the website, including all content, images, documents, site files and databases.
DEVELOPMENT TIME
After the initial design consultation, Graphite’s goal it to get a working layout within a week to the Client. Once the layout is approved, Graphite’s team will begin to build the website and write content in coordination with the Client. This process can last 3-4 weeks but will ultimately depend on Client’s approval speed and directing on writing.
INITIAL COMMITMENT
The website development program service is a 6 month or 12 month (depending on scale of development) minimum agreement from the date of the first payment.
CANCELLATION TERMS
Cancellation fees are charged if the Client chooses to discontinue the project, after inception, for reasons beyond our control and are based on the amount of work completed. Client will be billed 30% of the remaining subscription, whether it be a year o 6 month commitment.
ADDITIONAL CHARGES
Client is held responsible for any additional expenses that may arise during the production of the project, such as photography, animations, etc. Graphite requires Client approval (which may be by e-mail) before making any decisions or changes that will result in additional expenses.
APPLICATION OF FLORIDA LAW
This Agreement and the application or interpretation hereof, shall be governed exclusively by the laws of the State of Florida, without regard to conflict of law provisions that would apply other law. Any and all claims, disputes, or suits arising under this Agreement, shall be filed in Escambia County, Florida.
WARRANTY & LIABILITY LIMITATIONS
AS PERMITTED BY APPLICABLE LAW, NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND GOOD AND WORKMANLIKE MANNER, ARE MADE BY GRAPHITE AND GRAPHITE MAKES NO WARRANTIES WITH RESPECT TO ANY SERVICES, MATERIALS OR EQUIPMENT WHICH GRAPHITE MAY PROVIDE TO CLIENT FOR THE IMPLEMENTATION OF THE SERVICESPROVIDED. IN NO EVENT WILL BE GRAPHITE BE LIABLE TO CLIENT OR ANY OTHER PARTY FOR ANY LOSS, INCLUDING TIME, MONEY, LOST PROFITS, GOODWILL AND CONSEQUENTIAL DAMAGES, WHICH MAY ARISE FROM THE USE, OPERATION OR IMPLEMENTATION OF THE CONTRACTED SERVICES. GRAPHITE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING ANY THIRD-PARTY MATERIALS THAT MAY BE UTILIZED IN CONNECTION WITH THE SERVICES HERE UNDER AND CLIENT AGREES TO LOOK SOLELY TO SUCH THIRD PARTIES WITH RESPECT TO THEIR SERVICES OR MATERIALS. AS PERMITTED BY APPLICABLE LAW, CLIENT AGREES THAT GRAPHITE'S LIABILITY IN ANY CLAIM CANNOT EXCEED THE PAYMENTS RECEIVED BY GRAPHITE FOR THE SERVICES PROVIDED HEREIN.
INDEMNIFICATION AND CLIENT WARRANTY
Client hereby represents and warrants (i) the truth and veracity of the content and information provided to Graphite for the delivery of the services described herein; (ii) that all Client website and other Client-provided content is legal, accurate and does not infringe on the rights or the intellectual property of others; and (iii) that it has all necessary consents and rights from users of its websites, and licensors of its website materials, to enable Graphite to undertake the services hereunder without third party liability or obligation. Client agrees to indemnify, defend (if requested by Graphite) and hold harmless the Graphite from, against and with respect to any claim, liability, obligation, loss, damage, judgment, cost or expense, including reasonable attorney's fees suffered or sustained by Graphite, (y) arising out of or relating to any breach or default by Client under any representation, warranty, covenant or other provision of this Agreement, and (z) any provision or use of the services hereunder except to the extent arising directly out of the gross negligence or intentional misconduct of Graphite, or of Graphite's breach of its obligations under the Agreement. Should content be posted on any site directly by Graphite in connection with the services hereunder, Client agrees to indemnify, defend (if requested by Graphite) and hold Graphite harmless from and against any and all claims related to such actions in the broadest form allowed by applicable law except to the extent arising directly out of the gross negligence or intentional misconduct of Graphite, or of Graphite's breach of its obligations under the Agreement, or Graphite's failure to follow specific written directions of Client regarding such content postings.
ENTIRE AGREEMENT AND MODIFICATIONS
This Agreement, including all page/s and attachments, represents the entire Agreement between the Client and Graphite with respect to services provided by Graphite; provided, however, that Graphite may make certain tools and services ("Tools") available in connection with the services hereunder, the use of which require Client to accept additional terms ("Additional Terms"), which shall apply to the use thereof. Client acknowledges that its users of the Tools shall by use and acceptance thereof bind Client to the Additional Terms. The Parties agree that all other agreements, proposals, purchase orders, representations and other understandings concerning the services provided by Graphite, whether oral or written between the parties are superseded in their entirety by this Agreement. No alterations or modifications of this Agreement will be valid unless made in writing and signed by the parties, except where e-mail approval by Client is authorized above. Except for such Client e-mail authorizations, no attachment, supplement, or exhibit to this Agreement shall be valid unless initialed by an authorized signatory of Graphite.
