WebFX Internet Marketing Terms and Conditions

This Proposal (“Proposal”) is made and entered into effective as of the last signature date below (“Effective Date”), by and between WebpageFX, LLC, a Pennsylvania limited liability company (“WebFX”) and the entity identified above (“Client”) for WebFX to provide Client with, as applicable, website design and development (“Website”), search engine optimization (“SEO”), digital marketing and/or related services (“Project”). This Proposal includes these terms and conditions, along with any service descriptions and fee schedules referenced above. WebFX and Client shall be referred to individually as a “Party” and collectively as the “Parties.”

1. Authorization. Client is engaging WebFX as an independent contractor for the Project.
2. Hourly Rate. Any changes requested by Client beyond those items specified as “Deliverables” in this Proposal will be billed at an hourly rate of $150. Changes require the execution of a Change Order by Client prior to the commencement of any additional work by WebFX.
3. Limited Liability. WebFX’s liability for any alleged default or breach, including an alleged breach of any guarantee or warranty in this Proposal, shall be limited to the amount paid or payable for services (excluding reimbursable expenses, such as any ad spend) to WebFX by Client in the three (3) months prior to the alleged default or breach. WebFX is not responsible for loss of income or projected loss of income due to unforeseen conditions, 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, 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 Client’s business, industry, and competitors. If MarketingCloudFX software will be utilized on Client’s website (including LeadManagerFX, CompanytrackerFX, etc.), the following Terms and Conditions shall also apply: https://www.marketingcloudfx.com/marketingcloudfx-terms-conditions/
4. Project Completion. WebFX and Client must work together to complete the Project in a timely manner. Client must provide final feedback on all Deliverables and any questions within five (5) working days of receipt. WebFX shall respond to all questions within four (4) working days. WebFX and Client agree to notify each other if the Project point of contact will be unavailable and might delay response feedback. The Project shall be considered complete once the Website is launched and/or any Deliverables are completed. If WebFX cannot complete the Project for any reason, WebFX will notify Client in writing and provide a pro-rated refund for that portion of the Project that WebFX was unable to complete. In no event will any refund exceed the amount that Client has paid WebFX for the Project.
5. Delays. If the Project is not completed within 365 days of the Effective Date through no fault of WebFX, WebFX reserves the right to bill Client the full invoice price for the Project. All work performed by WebFX shall, at Client’s option and subject to full and final payment, become Client’s sole and exclusive property with any remaining Deliverables voided.
6. Client Materials. Client unconditionally represents and warrants to WebFX that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to WebFX in connection with the Project are owned by Client, or that Client has the right to use each of these elements. Client agrees to hold WebFX harmless and to defend and indemnify WebFX from any claim, cause of action, or suit arising out of or related to the use of any elements furnished by Client to WebFX. For Website services, Client responsibilities include:
• Furnish all camera-ready artwork, logos in high-resolution format printed materials, and or photographs needed in the development of the website (non-stock photo).
• Provide final text, images, and documents for web pages in digital format (NOTE: Website build will only commence after all content is received. Project milestones for delivering may be adjusted to reflect a new date after content is received. Content can be edited during two (2) rounds of edits following build.)
• Assist with the creation of Website hierarchy (main menu and sub-menu)
• Provide maintenance after Website launch
• Website hosting
7. Copyright. Copyright to any unfinished pages for a Website produced by WebFX is owned by WebFX. Upon final payment by Client, Client shall own all rights to the Website, including webpages, photos purchased for Client, created graphics, and, where applicable, any database. Rights to work up files, pre-existing intellectual property, source code, and computer programs remain the property of their respective Parties. WebFX retains the right to add a link and display graphics and other design elements of the Website as representative examples of its work.
8. Limited Warranty. WebFX expressly disclaims and excludes all express and implied representations and warranties, whether statutory or otherwise. WebFX does not warrant that any Deliverables will meet Client’s requirements or that the operation of the Website will be uninterrupted or error-free. The entire risk as to the quality and performance of the Website is with Client. In no event will WebFX be liable to Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the Website, even if WebFX has been advised of the possibility of such damages. WebFX does not warrant the number of sales per visitor that the Client will make or the traffic or number of visitors that will visit Client’s Website. The Parties agree that, except as may be expressly provided in this Proposal, 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 Proposal, 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, or improvement, in any specific search engine. Client assumes all such risks and responsibilities.
9. Indemnification. Client agrees that it shall defend, indemnify, save and hold WebFX harmless from any and all demands, liabilities, losses, penalties, costs and claims, including reasonable attorney’s fees (“Liabilities”) asserted against WebFX, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employee or assigns. Client agrees to defend, indemnify and hold harmless WebFX against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with WebFX service, any material supplied by Client infringing on the proprietary rights of a third party, copyright infringement, and any defective product, or unsafe product.
10. Fees. Payments must be made promptly. Down payments are required to begin the Project and payment terms for ongoing services are due upon receipt. If an amount remains delinquent more than sixty (60) days after its due date, an additional 2% penalty will be added for each month of delinquency. WebFX also reserves the right to remove web pages and created work from the internet until final payment is made. If collection proves necessary, Client agrees to pay all fees incurred by WebFX in that process, including its reasonable attorney’s fees and court costs. Unless stated otherwise in this Proposal, the Project will be invoiced as follows: (i) 25% of the total Project cost invoiced in each of the first 4 months.
11. Cancellation (Design). Client may terminate the Project at any time with written notice to WebFX for Website services. In the event of such termination prior to Project close out in 180 days, Client shall be obligated to pay to WebFX for all work performed prior to the termination. All work related to the Project performed by WebFX shall, at Client’s option and after full payment, become Client’s property. Any payment due to WebFX shall be made in accordance with the provisions of the “Fees” section above and calculated based on the percentage of work completed.
12. Cancellation (SEO). 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 requires written notice fifteen (15) days prior to the end of the calendar month of service. For written cancellation submissions received within fifteen (15) days of the month-end, the cancellation will be processed at the end of the subsequent month. During this time, WebFX will continue providing the full scope of monthly services until the effective cancellation date.
13. Future Services. Any future services provided to Client will be subject to the terms of this Proposal unless a new agreement with updated terms and conditions is approved. WebFX agrees to continuously update and adjust SEO and any digital marketing services to maximize Client’s results and maintain the highest possible Website rankings.
14. Governing Law and Venue. The Proposal and the rights of the Parties shall be governed by and construed solely in accordance with the laws of the Commonwealth of Pennsylvania. The venue for any action involving this Proposal shall lie exclusively in Dauphin County, Pennsylvania.
15. No-Hire. For a period of two (2) years after the Project and any future services are completed, Client agrees not to hire or utilize the services of any current or former WebFX employee that provided any services on the Project, without the prior written consent of WebFX.
16. Content Delays. If any content asset creation services are provided by WebFX, Client agrees to approve content in a timely manner. If content has not been approved or edited by Client within 60 days of receipt, Client agrees such content is approved and WebFX can publish content on the Website to ensure Project timelines and performance goals are met.
17. Miscellaneous. If any provision of this Proposal shall be deemed to be unlawful, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions. The waiver by either party of any breach of any provision of this Proposal shall not be taken or deemed a waiver of any succeeding breach of such provision or as a waiver of the provision itself. This is the entire Proposal between the parties. No modifications are valid unless contained in a writing signed by both Parties. By signing below, the Parties agree that they have read, understand and agree to the terms of the Proposal and forms a binding agreement between them.