Master Service Agreement
For New Clients
The Client will receive the services be invoiced by the Company, “Possible Web, Inc” d/b/a “Possible Web” a Delaware corporation. If any provision of this Agreement is deemed illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. The waiver of a breach hereunder does not waive any other or subsequent breach.
This MSA and any Appendices attached hereto constitute the sole agreement between the Company and the Client regarding ongoing projects and/or services provided. This contract will become effective only when signed by the Client and Company.
Company agrees to provide Client all services listed in the service order detail section. The service order form may be provided electronically and/or in a physical format. The service order form will outline the specific services provided, hereinafter referred to as “Services”. The services will be applied directly or indirectly to the Client’s website, business listings, and/or social media profiles.
Marketing Work Report Conditions
Work reports may be provided as proof of work done where applicable, and at our discretion. Web Design builds do not require work reports because all work completed will be evident when the website is turned over. Marketing campaigns come with work reports, and or web based reporting dashboard. If the marketing services within the proposal are “one time only” based services then a work report will be provided within one month of collecting payment for said services.
Monthly Work Based Marketing Campaigns
Month “One” (1) fees are due on contract execution. Thereafter all fees are due on the first of the month; unless a prior arrangement has been made. The scope of work will be outlined on the proposal. For monthly campaigns the service fee is due at the beginning of the monthly cycle and the work will be complete as outline by one month from the initial invoice date. For example, if a campaign is launched on the 15th of month 1, then the work will be completed by the following 15th of month 2, as well as the work report. Payment is required up front, and the monthly work will be completed by the end of the monthly cycle.
- Client authorizes the Company to access their website in order to make necessary changes for optimization reasons. This access commonly comes in the form of FTP Access, CMS access, and/or “other” administrative backend access depending on the website itself. The client authorizes the Company to communicate directly with any third parties, e.g., your web designer, if necessary and will grant unlimited access to existing website traffic statistics such as Google Analytics and Google Webmaster.
- Client authorizes the Company to use all Client logos, trademarks, web site images, videos, etc., for use in creating informational pages and any other uses as deemed necessary by the Company for search engine optimization.
- Client authorizes Company to make content revisions to their existing website pages, which would include rewriting or altering the page title, Meta description tag, page headers, body text, and the footer.
- Client authorizes Company to utilize third parties where necessary to help with optimization tasks.
- Client authorizes Company to perform all work outlined in the Service Definition Document.
- If the Client’s website is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. Depending on services ordered, the Company may create site content at an additional cost to the Client as an alternative.
- Communication between the Company and Client is essential to complete services. The client must respond within two business days of a request for approval or feedback in order to maintain the project schedule. Approval delays or providing required materials to the Company could cause corresponding delays in future tasks and cause the Company to be late when providing work reports.
Release of Liability
Client acknowledges the following with respect to services:
- The Company has no control over the policies of search engines with respect to the type of websites and/or content they accept now or in the future. The Client’s website may be excluded from any directory at any time at the sole discretion of the search engine or directory.
- Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, Company does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase or search term.
- Due to the unpredictable nature of search engines, the Company is not responsible for any loss of revenue due to the ranking or placement or the lack of such for the client’s website within the search engines.
- The Company is not responsible for changes made to the Web site by other parties that adversely affect the search engine rankings of the Client’s Web site.
- The Company is not responsible for other parties overwriting SEO work on Client’s site (e.g. Client’s webmaster making changes and uploading over work already provided). The Client will be charged an additional fee for re-constructing Meta Tags, or other undesirable overwrites made by another party.
- Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to the Company for inclusion on the website or marketing materials, are owned by Client, or that the Client has received permission from the rightful owner(s) to use each of the elements. The Client will hold harmless, protect, and defend the Company and its subcontractors from any liability or suit arising from the use of such elements.
- Some search engines, directories, and article/press release publication sites may take as long as 3 to 6 months, and in some cases longer, after submission to list your site or publish the submitted content. Occasionally, search engines and publication sites will stop accepting submissions for an indefinite period of time. The Client understands that although work will be done to publish content, and submit their business into online directories, publication of content and successful directory submissions are not guaranteed.
- Links that have been built to the Clients website are not guaranteed to last forever. The lifetime or duration of a link built to the Client’s website is dependent on the webmaster of the corresponding webpage containing the back-link and the search engines decision to index the page containing the back-link. The Company will make its best effort to build links that will last longer, as opposed to shorter. When links built to the client’s website are documented on the work report, the Company does not hold liability or responsibility for links that are no longer active or for broken links.
- Certain factors can take a website offline or tell the search engines to not index a particular website or webpage. If a website goes offline or is de-indexed by the searched engines because of malware, a virus, robots txt, or another miscellaneous reason, the Company will not be held liable.
- Not all components of the marketing campaign are reportable. The Client agrees not to hold the Company liable for such line items in which no work report is provided.
- The Company’s obligation to perform Services hereunder shall be excused without liability when prevented by strike, act of God, governmental action, accident, act of war, act of terrorism or any other similar condition that is beyond its reasonable control. Client’s obligation to pay any fees shall continue except during any suspension due to Company’s inability to perform under the Agreement/s.
- The Company’s obligation to perform Services hereunder shall be excused without liability when Client does not perform in accordance with Client’s obligations under the Agreement/s. The Company agrees to resume performance of Services as soon as practicable following cessation of such condition.
- The Company makes no representations or warranties, whether written, oral, express or implied, with respect to the services, including, without limitation, all reports, summaries, information or recommendations prepared or issued, or additional services, if any, or with respect to any other matter hereunder. Each party hereby expressly disclaims any and all implied warranties.
- Limitations of liability and damages. In no event shall either party be liable, whether in contract or in tort, for any lost profits, lost savings, lost data, lost or damaged software, or any other special, indirect, consequential, incidental, or punitive damages arising out of the agreement/s, regardless of whether such party had notice of the possibility of any such loss or damage; provided, however, that the limitations in this paragraph shall not apply to either party’s indemnification obligations or breach of the contract terms.
Arbitration and Governing Law
If any dispute arises concerning the interpretation, validity or performance of the Agreement/s, or any of its terms and provisions thereof, then the parties agree to work in good faith to resolve any such dispute before resorting to the invocation of the arbitration right set forth below. Likewise, all issues, claims, materials, or findings associated with the dispute shall be considered Confidential Information by parties, and there shall not be any public claims or statements made in any form by either party. In the event the parties are unable to resolve their dispute in a reasonable amount of time, but no less than forty five (45) days from the non-breaching party’s written notice and description of breach to the other party, then the parties shall exclusively submit such dispute for binding determination before an arbitrator. The arbitrator will be selected using ADR.org.
Governing Law and Jurisdiction
Client agrees that by conducting business with the Company any legal action beyond arbitration will be guided by the laws of and take place in North Carolina, US; and the Client agrees to reimburse the Company or any representative we may appoint for any legal expenses your actions may make us incur.
Use of Services & Exclusivity
All Services, including, without limitation, all reports, summaries, information or recommendations prepared or issued by the Company containing data specific to the Client Website, are for the exclusive use of Client in connection with the Website. No other use is authorized under the Agreements. All reports, summaries, information or recommendations prepared or issued by the Company hereunder shall become part of both parties’ Confidential Information. Each party agrees to protect Confidential Information from any unauthorized use or distribution, including, without limitation, unauthorized use or distribution of the Company’s materials or the Company’s reports, summaries or recommendations, by such party to competitors of either party, or to non-employees of either party. In recognition of the fact that other search engine related marketing activities may interfere with the Services, or otherwise impede the efficacy of the Services, during the Term Client shall not employ or engage any other search engine services provider that the Company reasonably determines provides services that are competitive or harmful to the Services provided by the Company.
The parties agree that during the course of the Agreement/s, each party may have access to or be exposed to (such party hereinafter referred to as “Receiving Party”), directly and indirectly, confidential or proprietary information of the other party (“Disclosing Party”), including, without limitation, Company materials, computer software, user information, data, knowledge, marketing plans, products, services, and costs, projections, and other financial information in oral, graphic, written, electronic, or machine readable form (collectively, the “Confidential Information”). Confidential Information shall not include information that the Receiving Party can demonstrate (i) to have been rightfully in the possession of the Receiving Party from a source other than the Disclosing Party prior to the time of disclosure of said information to the Receiving Party hereunder (“Time of Receipt”), (ii) to have been in the public domain prior to the Time of Receipt, (iii) to have become part of the public domain after the Time of Receipt by publication or by any other means except an unauthorized act or omission or breach of the Agreement/s on the part of the Receiving Party, its employees, or agents, or (iv) to have been supplied to the Receiving Party after the Time of Receipt without restriction by a third party who is under no obligation to the Disclosing Party to maintain such information in confidence.
Payment Terms of Agreement
Semi-Annual & Annual Contracts
The Client agrees to pay all fees outlined in the proposal. Services are paid for the contracted term in monthly installments. After the expiration of the contract term, the contract will renew until the Client and Company requests full termination.
Month & Month-to-Month Contracts
The Client may wish to make payments on a monthly basis with no obligation to continue services, after the initial 3 month period. After the initial 3 Month Period, contracts will be ongoing and recurring until cancelled by Client with a written 30 day cancellation request.
Non-SEO Services (Monthly)
Pay-Per-Click and Social Services
The Client may request services that are on an as-needed basis, without any long term commitments. The Client will be billed on a monthly basis with no obligation to continue services. Services will be recurring on a monthly basis and will continue indefinitely, unless the Client has provided Company with a written 30 day cancellation request.
One Time Service Contract Agreement
For one time services, such as website design, consulting, graphic design, or other custom services, the Client will be required to pay 50% upon contract execution, with the balance on a pre-arranged payment schedule. The Company will not proceed with any work that would exceed the original estimated total until receiving approval from Client for the new estimated total.
Contract and Service Termination
Month-to-Month Marketing Contract Termination
Any Client wishing to terminate their contract, may do so providing they are on a month to month service agreement; then the client simply has to submit in writing or email the request to cancel services 30 days in advance.
Minimum Commitment or Annual Contract Termination
A Client, on a termed contract may end the contract immediately by making a full payment of the balance that remains in their current contract. The Client may alternately terminate the Agreement on 30 (thirty) days written notice, by paying an early termination penalty equal to 80% of the remaining balance in the contract.
The Company may terminate the Agreement at any time without further notice if the Client has failed to pay the outstanding amount within a period of 30 (thirty) days of notice from the Company. Should Company terminate the Agreement owing to a lack of payment on the Client’s behalf, the remaining outstanding full contract value will become due and payable.
Web Design Service Termination
In the event of cancellation of this assignment, ownership of all copyrights and any original artwork shall be retained by The Company.
The Client may cancel work on the website at any time by submitting notice to the Company via email to [email protected] The Company will halt work upon receipt of email from Client requesting cancellation. At that time, Client will be responsible for paying for all work completed prior to the Company’s receipt of cancellation request. Work completed shall be billed at the current prevailing rate, communicated to the Client. If, at the time of request for refund, work has been completed beyond the amount of work paid for by the initial payment, the Client shall pay for work completed.
The Company reserves the right to refuse service and cancel a website project if necessary, in which case, the balance of the initial payment will be returned to Client after all applicable fees have been deducted for work completed. The Company may cancel project for any reason deemed necessary, including but not limited to Client not providing necessary information, text and graphics in a timely fashion to the Company.
There are no refunds.
Fixing of Unforeseen Website Errors and Issues
If the Client is engaged in a SEO campaign the following applies: During month 1 of an on-page optimization, it is possible that the Company will encounter unforeseen errors and issues within the website. If the Company deems that it is required that these errors and/or issues are required to be fixed, this will billed as an additional charge to the Client.