PREMIERE GENERAL TERMS AND CONDITIONS
1. Marketing Services. Buyer shall provide Buyer’s Media Assets prior to commencement of any Services requiring Media Assets and/or any fees for stock images and related research time where necessary to obtain Media Assets. Research of stock images is billed at the rate of $125/hour. The services provided shall remain the same or may be upgraded upon request. Seller reserves the right to increase the maintenance fees upon notice to Buyer depending upon a variety of factors including but not limited to: aggressive marketing by competitors, changes in technology, Web 3.0 techniques, changes in US or foreign economic environments, laws, rules or regulations, and the addition or removal of services and/or attractions by Buyer. Fees are also subject to increase due to changes in search engine technology upon thirty (30) days advance written notice.
2. Search Engine Optimization. Search Engine Optimization (“SEO”) means designing, writing, programming, and coding (in xHTML) Website pages including updating, modifying, replacing or retiring pages, to increase the likelihood that the right pages will appear at the top of search engine queries for your selected keywords and keyword phrases. The SEO process requires a review of the Website, strategic placement of designated key words and meta tags in the Website, and registration of the Website with the search engines. If SEO services are terminated, the Seller shall cease to perform these services. SEO services may also include: (a) revision of Website HTML tags (for example, title tag, alt tag, description, internal hyperlinks) based on the number of Website pages to be included in the SEO strategy as described in the Quote (“Website Optimization”); and (b) revision or expansion of such tags and internal and external link architecture, statistical performance reporting, tracking, and recommendations to improve the Website’s performance in search engine results (“SEO Maintenance”). SEO services vary in technique and time required and prices can vary accordingly. Due to the nature of Internet search algorithms, it can take a significant amount of time and activity in the before any result may be achieved, qualitative, quantitative, or otherwise.
3. Blogs. A ‘Blog’ is a web-based publishing format with regular entries of commentary, descriptions of events, or other material that may combine graphics, video, text, images and links to other blogs, Web pages, and media related to its topic, commonly displayed in reverse-chronological order and often interactive, allowing visitors to leave comments and even message each other. Blogs may provide commentary or news on a particular subject or function as an online journal. Buyer, and not Seller, is exclusively responsible for all posts and comments appearing on Buyer’s Blog. Seller recommends that Buyer consult with its own legal counsel to ensure compliance with federal and state laws regarding content and policies for the Blog, and Seller makes no representations regarding legal compliance.
4. Pay-Per-Click Advertising. Pay-Per-Click (‘PPC’) advertising is an Internet advertising model in which advertisers pay only when an ad (sometimes a “hyperlink”) is ‘clicked.’ With search engines, advertisers bid on keyword phrases relevant to their target market. Content sites commonly charge a fixed price per click rather than use a bidding system. At Buyer’s request according to the Quote, Seller shall manage PPC advertising on behalf of Buyer. Buyer shall provide Seller with a budget before advertising is purchased (“Media Budget”). Buyer is responsible for all costs incurred. A one-time set-up fee per campaign and a monthly management fee is charged. For all media purchased by Seller on Buyer’s behalf (e.g., pay-per-click, banner advertising, etc.), Seller shall earn and keep a commission in an amount equal to twenty-five percent (25%) of the Media Budget for the applicable purchase. To ensure uninterrupted PPC campaigns, Buyer shall provide a signed credit card authorization form prior to commencement of any PPC marketing program. If Buyer elects to change the Media Budget for PPC campaigns, Buyer may do so, provided that (a) Buyer is not in default of any of its payment obligations, and (b) such changes shall become effective not less than five (5) days following the date of notice to Seller, subject to any third-party advertiser’s or advertising network’s requirements or conditions. Acceptable forms of notice of changes are via email and via Certified Mail to the Seller’s corporate address. Seller shall charge Buyer at its customary hourly rates for the extra time required to effect the changes.
5. Maintenance Services. If Buyer has requested Seller to provide periodic update/maintenance services to Buyer’s Blog or Website (‘Maintenance Services’), and Seller determines that such Blog or Website contains programming, formatting or similar errors that prevent the Blog or Website from functioning properly, or that it lacks certain SEO features/or software plug-ins, Seller shall notify Buyer of the existence of such conditions prior to commencing any Maintenance Services. Buyer acknowledges and agrees that Seller may have to perform additional services at its customary rates to correct such errors prior to commencing Maintenance Services. Seller shall provide an estimate of the costs to perform corrective services. If Seller is asked to review or advise Buyer’s outside consultant or firm, Seller shall perform such services at it customary rates. Seller does not maintain “back-up” copies of materials created and delivered to Buyer unless specifically requested to do so in writing. Any retention and/or storage of the back-up files shall be subject to additional fees as set forth on the Quote. Seller makes every effort to ensure Websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer, Safari, Google Chrome, etc.). Buyer agrees that Seller cannot guarantee correct functionality with all browser software across different operating systems. Seller shall have no responsibility for web pages which do not display acceptably in new versions of browsers released after the Website has been designed and delivered to Buyer and reserves the right to quote for any services that may be necessary to modify the design or code to ensure proper function in the event of the release of updated browser software. Seller shall charge Buyer at its customary hourly rates for the extra time required to effect the changes.
6. Website file back-up; Archiving; Storage. Website file back-up, archiving and storage (“Archiving”) and file/website restoration in the event of a web host malfunction or interruption (“Disaster Recovery”) are platform-dependent and outside the control of Seller. From time to time, additional programming is needed to patch or fix a performance or security issue, or due to updates to the platform or content management system (e.g., themes, plug-ins) (collectively “Updates”). Buyer is solely responsible for ensuring that its Website and systems (including email and other communications systems and platforms ) meet is Archiving and Disaster Recovery needs.
7. Disaster Recovery & Backup. Seller does not provide Disaster Recovery & Backup services. In the event that Seller designs, writes, programs or codes website pages (“Files”) for Buyer, all Files produced as result of these services shall be transferred by Seller to Internet-accessible computer hard drives (‘Servers’) that are either part of Buyer’s internal computer network or part of a third-party hosting provider at Buyer’s cost and under Buyer’s control. Seller does not maintain, and is under no obligation to maintain, any original or back-up copies of Files for Buyer. In the event that Files are compromised due to viruses, malware, ‘hacking’ or some other computer hardware, software or network failure, Seller may perform services to restore or recreate such Files for additional fees. In the event that Buyer requests that Seller maintain back-up copies of Files, such services shall be subject to additional fees.
8. Website Hosting Services.
8.1 Website Hosting Services means the provision of sufficient server space to electronically store the Buyer’s collection of interconnected, electronically-stored data and files comprised of text, images and other content that is accessed by a computer device via the World Wide Web on a server of Seller’s choosing. Seller shall use its best efforts to electronically provide Website Hosting Services so that the Buyer’s Website shall remain accessible on a continuous basis at least 99% of the time on monthly basis, excluding down time for periodic system maintenance. In the event that Seller resets Buyer’s website server(s) for any reason, Buyer acknowledges that the website(s) may be unavailable for at least thirty (30) minutes and that such unavailability is excluded from uptime guarantees of any Service Level Agreement. In the event that Seller must move Buyer’s Website to a new server, Buyer shall remain responsible for updating all Domain name server (DNS) settings necessary to maintain continuity of the DNS. 8.1 Website Hosting Services shall NOT be provided if the Buyer’s Website functionality is based on any of the following technologies:
• ASP with Microsoft SQL Server or Microsoft Access database ties;
• ColdFusion;
• Server Side Scripting Languages, such as Perl, Java, or JavaScript (client side Java Script is accepted as well as client side Java applets);
• Database types other than MySQL (Oracle, Sybase, Citrix, etc.);
• Microsoft .NET Framework source files.
In the event that Buyer elects to receive Website Hosting Services from Seller, fees shall be set forth on the Quote, including when these fees are due. In the event that Buyer transfers its Website to another web host, Buyer shall pay to Seller a One Thousand Five Hundred Dollar ($1,500) transfer fee.
8.2 Suspension. If Seller is providing Website Hosting Services, Seller shall have the right to suspend performance of Website Hosting Services and render Buyer’s Website inactive if Buyer fails to pay all outstanding amounts within ten (10) calendar days of the date of Seller’s notice of non-payment. In the event that Buyer’s Website is disabled, in addition to payment of all outstanding amounts due for Website hosting services, Buyer shall pay Seller a fee of $2,500 to restore the Website.
9. Social Media & Influencer Marketing Services.
9.1 Social Media Marketing. Seller’s Social Media Services include account creation, account management, content creation and curation, and account monitoring. If an account is created by Seller on behalf of Buyer, Seller and Buyer agree that the account shall belong to the Buyer. If Buyer already has an account, Buyer shall provide Seller with appropriate access to monitor the account and Seller shall engage with third-parties on behalf of Buyer using relevant content curated by Seller or content provided by Buyer. Prices do not include the cost of creating graphics, coupons, contest software, additional pages/tabs, applications, or custom landing pages for third-party social media sites. Charges for providing such Services will be invoiced separately.
9.2 Influencer Marketing. Seller may engage individuals who have a highly-engaged audience with the power to affect purchase decisions of others because of the authority, knowledge, position or relationship with the audience (“Influencers”) to interact with Client’s products and services. Client gives Seller the royalty-free, irrevocable, sub-licensable, worldwide right and permission to use any video, photo, written or verbal content an Influencer shares or provides related to the Services (collectively, “Client-Related Content”) in any manner, in whole or in part, and for any purpose in any and in any and all media, including and without limitation, on Seller-owned or Seller-controlled websites and platforms, social media, any advertising materials, publications, marketing materials, and/or presentations, and in any and all other media, in perpetuity. Any statements, posts and/or feedback that Influencer provides may be paraphrased, amplified, shortened and/or put into conversational form.
9.3 Influencer Marketing Services Disclaimers. Seller has no control over and shall have no liability for any act or omission of an Influencer, nor for an Influencer’s disclosures or failure to disclose material connections to Client, nor Influencer’s compliance with any applicable laws, rules and regulations, as well as the terms, conditions, guidelines and policies of any social media platform or service that Influencer uses in connection with the services provided by Influencer. Client agrees to hold solely Influencer, and not Seller, responsible for all claims, fees, costs, fines, litigation and legal matters, if any, past, present or prospective, asserted by any third-party arising from or related to any Influencer marketing services. Seller shall have no liability for any Client-Related Content.
10. Email Marketing Services. Upon request from Buyer, Seller shall provide email marketing services which may include distribution list building, email design, message sending and action tracking (e.g. “opens” and link click-through). The scope of email marketing service shall be set forth in the Quote. All marketing communications, including email, are subject to Seller’s Anti-SPAM Policy, attached hereto as Appendix C.
11. Video Production Services. Upon Buyer’s request, Seller shall render such video production services whenever and wherever Buyer reasonably requires in a competent, conscientious and professional manner, having due regard for the production of the video within the budget and as reasonably instructed by Buyer in all matters, including those involving artistic taste and judgment. All videos produced for Buyer shall include at the beginning and end of each video Seller’s brief introduction sequence (a “Bumper”) providing credit to Seller as the creator of the video, and each video shall be hosted using Seller’s hosting account or services. Buyer shall not reformat or display the video in a manner that excludes the Bumper. If Buyer has engaged Seller to produce video, Seller shall use a hi-definition camera, lavaliere wireless microphone and a lighting kit. Total time on site filming shall not exceed two (2) hours and is only being shot in one (1) location. Each video will have no more than one (1) main spokesperson/narrator per video. Videos include Seller’s bumper at the end of the video and are hosted on Seller’s YouTube account (http://www.youtube.com/user/PremiereCreativeVid/videos). Buyer is solely responsible for creating any script or narration. Buyer may request up to one round of revisions and/or modifications to each video (not to exceed four (4) hours in duration). Subsequent modifications shall be billed at the rate of $225/hour.
12. Acknowledgement. Seller shall place a link to Seller’s Website in either small type or by a small graphic at the bottom of the Buyer’s Website (“Credit”). If a graphic is used, it will be designed to fit in with the overall site design. If Buyer requests that the design credit be removed, Seller shall charge a fee in an amount equal to ten percent (10%) of the total fees. If the fees are less than $5,000.00, a fixed fee of $500.00 will be applied. Buyer agrees that the Website developed for Buyer may be presented in Seller’s portfolio. If Buyer terminates this Agreement, Buyer agrees to not remove the Credit for a period of (24) months from the date of termination.
13.1 Domain Names. Seller may register domain names on behalf of the Buyer, at Buyer’s request. Payment, renewal and maintenance of registration of all domain names is the sole responsibility of the Buyer and Seller shall have no liability for the loss, cancellation or inability to access or use the domain due to Buyer’s failure to take any action necessary to maintain such registration.
13.2 Link Building and Local Pages. Buyer hereby authorizes Seller to access, claim, manage, and/or set up Buyer’s local account pages on third-party sites (e.g. Google local pages) on Buyer’s behalf, and to post positive reviews under these accounts using Buyer’s name for Buyer, for Seller, and for Seller’s other clients. Buyer further authorizes Seller to build a link page within Buyer’s website and trade links with Seller’s other clients, other 3rd party competitors or web agencies.
13.3 Lockouts. If Seller provides ongoing Services to Buyer through authorized access to Buyer’s systems and Buyer surreptitiously blocks Seller’s access to such systems, thereby preventing Seller from performing its obligations, such action by Buyer shall be a material breach of this Agreement. In addition, Seller shall be immediately entitled to receipt of liquidated damages from Buyer in the amount of Fifty Thousand Dollars ($50,000.00), which sum is not a penalty but an accommodation for losses, damage and/or or liabilities to Seller’s business or intellectual property rights, which would be difficult to quantify with a reasonable degree of certainty.
13.4 Removal of SEO Formatting. Upon termination of this Agreement, Seller may discontinue and remove SEO Pages created by Seller that are integrated into Seller’s platforms. Seller may remove “master” pages and links, internal page and website links, and meta-information.
13.5 Other Customer Support. If Seller provides professional, technical, marketing, strategy or other consulting services that are outside the scope of the Services set forth on the applicable Quote (including but not limited to investigation, review and/or training, project management and/or account management whether through phone or email communications), Buyer acknowledges and agrees that Seller may perform such additional consulting services at its customary rates.
13.6 Newsfeed. Newsfeed is defined as a Flash news ticker and dynamically updated news page within the Client’s website. The Newsfeed service requires an annual subscription. If the annual subscription lapses, Company will remove the news ticker and news page within the Client’s website. Additional fees may be incurred if the Client’s website code requires changes for the Newsfeed to function properly on the Client’s site.
14. Shipment & Risk of Loss. Shipment dates are estimated and Seller shall not be liable for late shipments. If freight must be prepaid, payment will be made for the account of Buyer. Seller may make delivery installments, separately invoiced and payable without regard to subsequent deliveries. Delay in delivery of any installment will not relieve Buyer of its obligations to accept the initial or any remaining installments. If shipments are delayed by Buyer, invoices may be rendered on the dates Seller is prepared to make shipments. If completion of manufacture is delayed by Buyer, invoices may be rendered when delay is ascertained, based upon percentage of completion. Products will be shipped FOB, point of origin, with all risk of loss or damage to products passing to Buyer upon delivery to carrier; provided, however, that products held by Seller as a result of Buyer’s inability or refusal to accept delivery will be held at Buyer’s risk, cost and expense.
15. Product Display Page Customization. Certain ecommerce platforms offer product display page customization. Amazon Product Display listing optimization is the process of customizing product pages to improve search engine visibility, click-through rate (CTR) and conversion rate (CR) with the goal of generating more sales. This process includes, but is not limited to: keyword discovery, optimizing listing text and image content, ECB A+ content creation, romanticized Bulleted copy, and developing authentic customer/product reviews. Due to the nature of platform search algorithms, it can take significant time and activity to achieve any result, qualitative, quantitative, or otherwise.