Terms & Conditions
Terms & Conditions
- Warranties and Guarantees
There is no express or implied warranty or guarantee that Contractor’s URL will be accepted by any Search Engine or Directory, or that if accepted, there is no express or implied warranty or guarantee from Contractor as to the position said registrations may attain on various engines or for how long the site will be indexed. - Modifications
This Agreement may be modified at any time and from time to time, but any amendment(s) must be in writing and signed by both Client and Contractor. - Special Requests
Special reporting, consultations, meetings, troubleshooting, graphic design or copywriting outside the scope of this agreement will be billed at an hourly rate of $150/hour. - Digital Marketing Strategy and Work
Contractor takes pride in providing effective digital marketing services based on our extensive experience and expertise spanning over 2 decades. Our team follows a well-defined process that has been proven to deliver results for our clients.While we understand that clients may have questions or concerns about our digital marketing strategy and the work that we do, we have a policy of not providing detailed explanations or defending our work beyond what is reasonable. Instead, we offer regular reports and updates on our progress. By entering into this agreement, the client acknowledges and agrees to Contractor’s policy regarding digital marketing strategy and work. This includes understanding that Contractor will not provide detailed explanations or defend their work, and that the client is responsible for asking specific questions related to progress as needed. - Points of Contact
Client agrees to provide up to 2 consistent points of contact for Contractor to reduce project delays and data redundancies. Special reporting, meetings, or project recapping to new points of contact will be billed at an hourly rate of $150/hour. - Entire Agreement
This Agreement contains the entire agreement of both Client and Contractor relating to the rights granted and the obligations assumed in the Agreement. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged. - Disclaimer and Indemnification
The parties acknowledge that Contractor is providing web marketing and design services for Client as an independent contractor and is not an agent of Client. Contractor disclaims any responsibility or liability for the acts or omissions of Client, the employees, officers, directors, owners, or agents of Client in their utilization of the web for its businesses. Client agrees to protect, defend, indemnify and hold harmless Contractor, as well as its members, managers and owners, from any and all claims for damages, losses, costs, including reasonable attorney fees, injuries and liabilities of every kind from any cause or causes whatsoever occurring directly or indirectly, arising from the performance of any activities of Client, its employees, officers, directors, owners or agents, pursuant to this contract, including the active or passive negligence of Client, its employees, officers, directors, owners or agents, while utilizing the website, or in any way connected with, arising out of or occurring as a result of use of the website, except those claims, losses, damages, costs, injury and liability arising out of or occurring as a result of the sole gross negligence or willful misconduct of Contractor and its members, managers and owners. - Execution, Counterparts, Facsimiles, Electronic Mail
This Agreement may be executed electronically or by facsimile in one or more counterparts, all of which will be considered one and the same agreement and will become a binding agreement when one or more counterparts have been signed by each of the Parties and delivered to the other. - Headings
All descriptive headings of sections and paragraphs in this Agreement are inserted for convenience only and do not affect the construction or interpretation hereof. - Governing Law / Jurisdiction
This Agreement is governed by and construed in accordance with the laws of the State of Tennessee in all respects, including all matters of construction, validity, and performance. Any action, whether in a court of law, or involving some form of Alternative Dispute Resolution including, but not limited to, mediation, arbitration, or other alternative dispute method of resolution, involving this Agreement shall be brought and/or conducted in Davidson County, State of Tennessee. - Binding arbitration
Any controversy dispute, or claim in connection with or in relation to the interpretation, performance, or breach of this Agreement, or arising out of the relationship of the Parties (including, but not limited to, assertions of negligence, breach of contract, breach of fiduciary duty, fraud, and negligent, intentional misrepresentation), would be finally determined, at the request of either party, by binding arbitration conducted in Davidson County, State of Tennessee, in accordance with the then existing rules of the American Arbitration Association, provided however, that the amount in controversy exceeded $2500.00. If the amount in controversy is less than $2500, the matter may be heard in small claims court in Davidson County, State of Tennessee. - Attorneys’ Fees
If any action, suit, mediation, arbitration, or other proceeding is instituted to remedy, prevent, settle or obtain relief from a default in the performance by any Party to this Agreement of its obligations under this Agreement, the prevailing party will recover all of his/her/its attorneys’ fees incurred in each and every such action, suit, mediation arbitration or other proceeding, including any and all appeals or petitions therefrom. As used in this Section, attorneys’ fees means the full and actual costs of any legal services actually performed in connection with the matters involved calculated on the basis of the usual fee charged by the attorney performing such services and will not be limited to “reasonable attorneys’ fees” as defined in any statute or rule of court.