WebFX Internet Marketing Terms and Conditions

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 Marketing and/or related services as an independent contractor (“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. Liability. WebFX’s liability for any alleged default or breach shall be limited to the amount paid for services (excluding reimbursable expenses, such as ad spend) to WebFX by Client in the three (3) months prior to the alleged default or breach. WebFX is not responsible for any realized or projected loss of income or third party costs 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. 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 Project, even if WebFX has been advised of the possibility of such damages.   
2. Project Delivery. WebFX and Client must work together to complete the Project in a timely manner.  If a non-recurring 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. 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 deemed approved and WebFX can publish such content to ensure Project timelines and performance goals are met. If RevenueCloudFX software will be utilized on Client’s website the following Terms and Conditions shall also apply: https://www.marketingcloudfx.com/marketingcloudfx-terms-conditions/
3. 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 these elements.  
4. Copyright. Copyright to any unfinished deliverables produced by WebFX is owned by WebFX. Upon final payment by Client, Client shall own all rights to any completed deliverables. 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 display completed deliverables as representative examples of its work. 
5. 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 specific requirements or that the operation of the Website will be uninterrupted or error-free. 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. WebFX offers no guarantee or warranty of present or future placement, or improvement, in any marketing outcome. Client assumes all such risks and responsibilities. 
6. Indemnification. Client agrees that it shall defend, indemnify, save and hold WebFX harmless from any and all demands, liabilities, losses, penalties, costs and claims of any kind, including reasonable attorney’s fees (“Liabilities”) asserted against WebFX, agents, its clients, servants, officers and employees, that may arise or result from anything provided, performed, sold, or supplied by Client, its agents, employees, or assigns, including any claim that Client-supplied materials infringe a third party’s intellectual property rights.
7. Fees. Payments must be made promptly. Down payments are required to begin the Project and all invoices 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 reserves the right to remove web pages and created work from the internet until final payment is made. If collection is necessary, Client agrees to pay all fees incurred in that process, including its reasonable attorney’s fees and court costs. 
8. Cancellation Client may cancel or downgrade the services in this Proposal after an 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. 
9. 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 digital marketing services to maximize Client’s results.
10. 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. 
11. Non Solicitation. 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. 
12. 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.