WebFX Internet Marketing Terms and Conditions
1. Definitions. “Agreement” is the signed contract, agreement, change order, renewed services agreement, or other binding document that references these Terms and Conditions. “WebFX” means WebpageFX, LLC., a Pennsylvania Limited Liability Company. “Client” means a party that has agreed to an Order with WebFX.
2. Independent Contractor. Client is engaging WebFX as an independent contractor for the specific project outlined in the Agreement.
3. Warranty. WebFX does not warrant the volume of sales that the Client will make, the traffic or number of visitors that will visit Client’s websites. WebFX expressly disclaims and excludes all express and implied representations and warranties, whether statutory or otherwise. The Parties agree that, except as may be expressly provided in this Agreement, neither has made or makes to the other any representations or warranties respecting the compensation that the other may expect to earn or receive pursuant to this Agreement, or otherwise. Search engine optimization inherently runs risks of algorithmic changes or manual optimization actions by search engines. WebFX offers no guarantee or warranty of present or future placement, received traffic, or traffic improvement in any specific search engine. If Client gives WebFX control over advertising budgets and allows WebFX to make changes to budgets on their behalf, Client agrees to hold WebFX harmless from any unanticipated overspend, underspend, or budget pacing. Liability for advertising costs and payments will lie exclusively with Client. Client assumes all risks
and responsibility.
4. Liability. WebFX’s liability for default or breach, including breach of any guarantee or warranty expressed within this Service Agreement, shall be limited to the lesser of (i) the amount actually paid to WebFX by Client under this Service Agreement or (ii) ten thousand dollars. WebFX is not responsible for loss of income or projected loss of income for any reason, including, but not limited to, server failure, traffic variation, shipping cost variations, website unavailability, order decreases, search engine algorithm changes, manual optimization actions by search engines, keyword position decreases, data corruption, data breach, or data loss. Client is responsible for, and WebFX has no liability for, the content, products, services, trademarks and other aspects of the website that are related to Clients’s business, industry, and competitors.
5. Client Cancellation. Client may cancel or downgrade the services in this Proposal after the initial six (6) month term, by submitting written notice fifteen (15) days prior to the ending month of the initial term. For cancellation or downgrade of monthly recurring services after the initial term period, WebFX only requires written notice fifteen (15) days prior to the end of the calendar month of service. Written cancellation submissions received within fifteen (15) days of the end of the recurring monthly services calendar month will occur at the end of the following monthly services calendar month. During this ending monthly services calendar month, WebFX will complete all monthly services.
6. Changes in Fees and Plans. To keep client services and WebFX digital strategies innovative in an ever increasingly competitive and ever-changing online marketplace. WebFX annually adjusts our services packages pricing, plan and package deliverables, software subscription fees, RevenueCloudFX sub-product subscription fees, and our hourly rates. These changes will become effective as of the first day of the renewal of your service term (unless otherwise agreed in writing with WebFX). For clients who do not have a fixed service term, the effective date will be the first day of the following month after the Change in Fees has occurred and has become visible on the webfx.com website. WebFX will notify you of a change in service pricing by email or by mail or via your customer dashboard. If you are not happy with the change, you can cancel services by following the procedure in paragraph, 5. Client Cancellation. If you don’t cancel the Services, we will assume that you agree with the change.
7. Payment of Fees. Payments must be made promptly. Down payments are required to begin your project and ongoing services payment terms are due upon receipt. If an amount remains delinquent sixty (60) days after its due date, an additional two-percent (2%) penalty will be added for each month of delinquency. WebFX also reserves the right to remove web pages and created work from viewing on the Internet until final payment is made. In case collection proves necessary, the Client agrees to pay all fees incurred by that process.
8. Minimum Hourly Floor. WebFX needs to employ and retain talented digital marketers, developers, designers, Martech architects, engineers, etc, along with leveraging our technology infrastructure to keep our clients at the forefront of the industry. WebFX keeps a floor of $100 an hour, which the hourly rate of our service package & plans cannot fall under for more than a three-month span. If WebFX employee recorded time calculates to less than $100 an hour for services provided, WebFX will notify the Client that (a.) the fees for our plans & packages will be increased above company hourly rate floor levels (b.) the fees the Client is paying remain the same, but a decreased scope of work needs to be agreed on by both parties (c.) WebFX can no longer support the provided services, and both parties agree to separate at the end of the month when a notice was provided by WebFX. With WebFX completing any remaining deliverables and the Client will pay all invoices for the current month when a notice was provided and any invoices which are still open.
9. WebFX Cancellation. WebFX reserves the right to cancel any or all provided services at any time. WebFX agrees to provide the client written notice of canceled services, software, hosting, or projects with a services end date on the last day of the month, for the month when the written notice was provided. Client agrees to pay WebFX for all services, software, hosting, projects, or portions of projects completed during the month when written notice of cancellation was provided by WebFX.
10. Venue. For any action involving matters of this Agreement, venue shall lie in Dauphin County, Pennsylvania.
11. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to its conflict of laws rules.
12. Non-Solicitation and Non-Hire. During the term of this Agreement and for a period of two (2) years following the completion of the Project and any future services, the Client shall not, directly or indirectly, solicit, recruit, or hire any current or former employee, consultant, or contractor of WebFX, or encourage any such individual to leave their employment or engagement with WebFX, without obtaining prior written consent from WebFX. This restriction applies to any form of employment, consulting, or other business relationship, whether full-time, part-time, or on a contract basis. The Client acknowledges that any breach of the non-solicitation and non-hire provision would cause substantial and irreparable harm to WebFX, and that monetary damages alone would be insufficient to compensate WebFX for such harm. Therefore, in the event of a breach or threatened breach of this provision, the Client agrees to pay WebFX liquidated damages in an amount equal to the greater of: (a) the total compensation paid by the Client to WebFX under this Agreement during the twelve (12) months preceding the breach, or (b) the total annual compensation of the solicited or hired individual at the time of the breach. The Client agrees that these liquidated damages are a reasonable estimate of the damages WebFX would incur and are not a penalty.
13. Non-disparagement. During the term of this Agreement and for a period of three (3) years after the Termination Date of all Agreements with WebFX, both parties agree to take no action which is intended, or would reasonably be expected, to harm the other party or its reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to the other party.
14. Phone Calls and Web Meetings. When you are in contact with us by phone the call may be monitored or recorded for quality assurances purposes. Your continued participation in any telephone or web meeting conversations serves as express consent to be monitored or recorded.
15. Future Services. Future services performed for the Client as either hourly or quoted services will utilize all provisions of this Master Services Agreement.
16. Modification. WebFX may make changes to services, products, and these Terms and Conditions at any time without notice. Your access or continued use of WebFX’s services and products subsequent to such a change will signify your assent to be bound by such changes. Client is responsible for periodically reviewing this website to review the current Terms and Conditions.
17. Assignment. Client may not assign any Agreement or its rights and obligations under any Agreement or Terms and Conditions.
18. Severability. The parties have attempted to limit the non-compete provision so that it applies only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
19. Injunction. It is agreed that if Client violates the terms of this Agreement irreparable harm will occur, and money damages will be insufficient to compensate WebFX. Therefore, WebFX will be entitled to seek injunctive relief (i.e., a court order that requires Client to comply with any and all Agreements and these Terms and Conditions) to enforce the terms of the Agreement and these Terms and Conditions. The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing all Agreements and Terms and Conditions.
20. Survivability. Sections 10, 11, 12, and 13 of these Terms and Conditions shall survive any termination of these Terms and Conditions.
21. No Waiver of Rights. If one Party breaches these Terms and Conditions, then the failure of the other Party to enforce any rights under these Terms and Conditions shall not be deemed a waiver of any such rights. The rights and remedies of the parties, as set forth in these Terms and Conditions, are not exclusive and are in addition to any other rights and remedies provided by law.
22. Authorization. By digitally signing my signature in Proposable, PlaybookFX, PlaymakerFX, or ClientPoint, WebFX’s web based proposal and contract system, by physically signing or digitally approving an Agreement, or by agreeing to renewal or add new services verbally. I attest that I have read, understand, and agree to the above Terms and Conditions.
23. Master Terms and Conditions. This Order, together with the Master Terms and Conditions for Web Services and other terms and conditions incorporated therein by reference (collectively “Master Terms”) located at https://www.webfx.com/Client-Terms-Conditions.html and incorporated by this reference, form the entire agreement between the parties in respect of the products and services set forth below. Notwithstanding anything to the contrary in any purchase order or other document provided by Client, any product or service provided by WebFX to Client in connection with a purchase order related to this Order is conditioned upon Client’s acceptance of this Order and the Master Terms. Any additional, conflicting or different terms proffered by Client in a new sale agreement, purchase order or otherwise shall be deemed null and void. Each of the individuals executing this Order Form represent and warrant that he or she is authorized to execute the Agreement on behalf of Client or WebFX, as applicable.
Current Version: v2, Last Updated: March, 22nd 2024. For Agreement Terms prior to March, 22nd 2024, please see Version v1.