Terms & Conditions
Between "us", SeoSamba, and "you", Green Restoration
You Green Restoration , located at 206A Boston Post Rd, Orange , CT 06477 are hiring SeoSamba located at 2140 S Dupont Hwy, Camden, Delaware 19934, to perform the services outlined in this proposal.
1.0 Services Rendered
Software built by SeoSamba is licensed and not sold. Our licensing terms & conditions of usage need to be accepted when first logging into the platform. In short, SeoSamba software is provided as is, and we cannot guarantee it to be bug-free.
WEB DEVELOPMENT, DIGITAL MARKETING STRATEGY & MANAGED SERVICES
We'll complete the scope of work outlined in the investment overview section of this document to provide marketing services and software. You understand that you are getting an amazing deal because our site built, customization and onboarding services are subventioned by our recurring business model. As such, it is vital that to understand that you are committing to pay all recurring fees outlined in this proposal for the minimum contracted subscription period.
We can't guarantee that our work will be error-free (we're human!) so we can't be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you've advised us of them.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.
3.0 Charges for Services
Requests above and beyond those listed in the budget may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur fee to resume work at the discretion of SeoSamba.
4.0 Terms of Payment
4.1 BILLING SCHEDULE
We're sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We're also sure you'll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.
Initial cost for this project: $1400
Monthly fees: $3392
SeoSamba will invoice Green Restoration for the setup and first month fees for a total of $1400 due upfront to initiate the project and $3392 again every 30 days once all your new sites are optimized and launched. Intermediary sites launch will be billed on a pro-rata basis in order to consolidate invoices.
4.2 CLIENT AGREEMENT TO PAY
You agree to pay our initial (1st) invoice upon receipt.
You also agree to pay all monthly charges included as part of the minimum subscription period outlined in this agreement for a total of $40,704
4.3 COLLECTION COSTS
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 Cancellation of Plans
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-canccelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
All subscription fees for the minimum contracted period become immediately due upon cancellation.
6.0 Responsibilities of SeoSamba and Green Restoration
6.1 SEOSAMBA'S RESPONSIBILITY FOR RELEASES
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
6.2 SEOSAMBA'S RESPONSIBILITY FOR RELEASES
You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them. Then when your final payment has cleared, copyright will be automatically assigned as follows:
You'll own the visual elements that we create for this project. We'll give you source files and finished files and you should keep them somewhere safe as we're not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.
6.3 CLIENT RESPONSIBILITY FOR ACCURACY
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
7.0 Term and Termination
7.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION
This Agreement shall become effective as of . The minimum subscription for all SeoSamba software product is a 12 month term. After the initial term, the agreement will renew for another 12 month term until terminated by either party upon not less than 90 days' notice in writing given by either party to the other prior to the current term's expiration date.
7.2 TERMINATION FOR CAUSE
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
7.3 PAYMENT FOR NON-CANCELABLE MATERIALS, SERVICES & SOFTWARE SUBSCRIPTIONS
Any software subscription for the minimum contracted period, along with non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of Green Restoration , that any such additional materials and services, beyond the software subscription for the minimum contracted period are non cancelable.
7.4 MATERIALS UNPAID FOR
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
7.5 TRANSFER OF MATERIALS
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by Green Restoration to SeoSamba, SeoSamba shall transfer, assign and make available to Green Restoration all property and materials in its possession or control belonging to Green Restoration . Green Restoration agrees to pay for all costs associated with the transfer of materials.
8.0 General Provisions
8.1 GOVERNING LAW
Kent County, Delaware law governs this contract.
8.2 REPRESENTATIONS AND WARRANTIES
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations here under without violating the legal or equitable rights of any third party.
8.3 ENTIRE AGREEMENT
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.