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Terms And Conditions

DEFINITIONS

Agreement means the Project Proposal, Terms and Conditions and any other attached documents.

Project means the scope and purpose of the Client’s identified usage of the work product as described in the Project Proposal.

Services means all services and the work product to be provided to Client by Seopia as described and otherwise further defined in the Project Proposal.

Final Deliverables means the final versions of Deliverables provided by Seopia and accepted by Client.

Deliverables means the services and work product specified in the Project Proposal to be delivered by Seopia to Client.

Client Content means all materials, writing, images or other creative content provided by Client used in preparing or creating the Deliverables.

Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.

Seopia Tools means all design tools developed and/or used by Seopia in performing the Services, including pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

SEOPIA SERVICES

Seopia shall perform the services listed the Scope of Work according to the Work Plan and Milestones schedule.

PROPOSAL

The terms of this Agreement expires 14 days after being submitted to Client. If this Agreement expires, Seopia may modify the Agreement and resubmit it to Client.

COMPENSATION

Fees. Client agrees to pay Seopia the fees listed in the Project Proposal, including all taxes.

Expenses: Client will pay Seopia expenses, including but not limited to Incidental and out-of-pocket expenses at full cost.

Additional Costs: Pricing in the Project Proposal includes only Seopia fees. Any other costs but not limited to hosting, content writing, art licensing or photography, will be billed to Client.

Hosting Final Deliverables: Seopia may host the Final Deliverables on Seopia’s web space while the Project is under construction. If the Final Deliverables are not completed by the completion date listed in the Project Proposal, and the delay is not caused by Seopia, Client agrees to pay Seopia $15.00 per month for hosting until the Final Deliverables are moved to Clients server.

GENERAL POLICY FOR CHARGES

Charges for services to be provided by Seopia will be set out in the written estimate or quotation that is provided to Client. Unless otherwise specified, a non-refundable deposit of 50% of the quoted fee will become immediately due at the time of the Client’s written or oral acceptance of the quotation, or at the time of the Client’s written or oral acceptance to begin work. Work on Project will not commence until Seopia has received this amount. This policy covers design projects and any services that don’t have terms outlined specifically for those services.

PAYMENT

Payment Schedule: Payment is due when Seopia completes each milestone as listed in the Work Plan and Milestones schedule, and Client accepts the Deliverables for that milestone.

Invoices: All invoices are payable within 3 days of receipt. Invoices shall list any expenses and additional costs as separate items.

LATE PAYMENT

Late Fee: A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances.

Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances.

Collection Expenses: Client shall pay all collection or legal fees caused by late payments.

Withholding Delivery: Seopia may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.

Withholding License: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.

CHANGES TO PROJECT SCOPE

Change Request: If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Seopia a written Change Order describing the requested changes in detail. Within 7 days of receiving a Change Order, Seopia will respond with a statement proposing Seopia’s availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Seopia will evaluate each Change Order at its standard rate and charges.

Major Change: If Client requests are at or near 33% percent of the time required to produce Deliverables, or the value of the Scope of Services, Seopia shall be entitled to submit a new and separate Proposal to Client for written approval. Seopia shall not begin work on the revised services until Seopia receives a fully signed revised proposal and any additional fees.

Minor Change: If Client requests are not Major Changes, Client will be billed on a time and materials basis at Seopia’s hourly rate of $50.00 per hour. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Seopia may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes.

Acceptance/Rejection: Client will have 3 days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Seopia will not be obligated to perform any services beyond those in the original Agreement.

DELAYS

Seopia Delays: Seopia shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. Seopia may extend the due date for any Deliverable by giving written notice to Client.

Client Delays: Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.

General Delays: Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.

WEBSITE DESIGN / DEVELOPMENT EVALUATION AND ACCEPTANCE

Testing: Seopia will test and correct Deliverables using commercially reasonable efforts. Supported browsers: IE9, IE10, Firefox, Safari, Chrome. Seopia does all reasonable testings for mobile devices like iPhone or Android; however, Seopia is not responsible for ‘perfect look’. “Not responsible for ‘perfect look’” also refers to tablets like but not limited to iPad. Please contact the Seopia team to learn more.

Website Design / Development Approval Periods: Client shall, within 3 business days after receiving each Deliverable, notify Seopia in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Seopia shall, within 14 business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within 3 business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after 3 corrections by Seopia, Client wants to submit any other objections, corrections or changes Client will be charged for each Deliverable $50.00 or more. Seopia may not begin work on these objections, corrections or changes until Seopia receives additional fees. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.

Website Design / Development internal / external linking: Seopia keeps the right to include internal and/or external links in the website wherever Seopia team decides is best, especially if the project is connected to Search Engine Optimization. Also, Client agrees that Seopia can add links to http://www.seopia.net/ in a footer or any other parts of the website.

Website Design / Development Images / Graphic Elements: During the website design project, Seopia is responsible for providing up to 10 images and 3 graphic elements or spend up to $25.00, whichever represents a lower cost. For sourcing images and graphic elements, Seopia works with http://photodune.net and http://graphicriver.net ONLY, and if the client wants to use any other Royalty-Free Stock Photography or Graphic websites, the client becomes resposible for all parts of the sourcing process, including but not limited to choosing images/graphic elements, buying images and holding full resposibility for whatever copyright terms apply to the images/graphic elements. When the client receives a website design for revision, the website will have images and if the client doesn’t like the images, the client should access http://photodune.net and chose the images himself/herself. After a client has decided what images are desired, the client may send the links to Seopia and the Seopia team will use them to replace the existing images.

TERMS SPECIFIC TO SEARCH ENGINE OPTIMIZATION ONLY

Seopia does not guarantee any specific increase in the number of new prospects or customers. Seopia does not guarantee any specific increase in web traffic or sales, or any precise placement or ranking with specific search engines. Seopia also does not hold responsibility of any loss of engine ranking(s) that arise from the employment of features or techniques that have been added to the Client site(s) during the SEO campaign by Seopia. Seopia can not be responsible for any search engines’ updates. Seopia applies only actions that have helped to increase rankings in Seopia’s previous works. All SEO-related actions are done to the our best knowledge of current SEO strategies.
Seopia does Off-Site SEO (Link Building) by ‘renting’ backlinks from other webmasters’ websites. As a result, Client has backlinks only as long as payments for those links continue. Once Client stops monthly payment, some or all of the backlinks that have been rented/added during the campaign with Seopia may be deleted. Deletion of backlinks may lead to rankings loss, which Seopia is not responsible for.

CONTENT WRITING EVALUATION AND ACCEPTANCE

Content Writing Approval Periods: Client shall, within 3 business days after receiving each Deliverable, notify Seopia in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Seopia shall, within 7 business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within 3 business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after 2 corrections by Seopia, Client wants to submit any other objections, corrections or changes Client will be charged for each Deliverable $25.00 or more. Seopia may not begin work on these objections, corrections or changes until Seopia receives additional fees. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.

TERMS SPECIFIC TO ADWORDS CAMPAIGN MANAGEMENT ONLY

After receiving the AdWords campaign initial setup payment, Seopia will provide keyword research and performance testing, ad copy text writing and performance testing, geotargeting analysis and setup, and negative keywords analysis and setup. Ongoing maintenance and reporting will be performed for each month that Seopia receives monthly maintenance payments.

The Client understands that AdWords campaign management fees paid to Seopia do not include monthly advertising charges that will be billed directly to the client by Google AdWords.

Charges for initial AdWords campaign setup services will become fully payable (100% of the quoted amount) at the time of estimate or quotation acceptance.

Ongoing monthly fees are payable in advance and at the beginning of each 30-day monthly AdWords management period and shall be based upon the monthly ad spend level of the Client and the pricing plan in effect at the beginning of the monthly period in which the Client advertises. The monthly pricing plan is subject to change, again based upon the monthly ad spend of the Client or any future monthly pricing changes by Seopia; however, the Client shall be notified of any changes to monthly pricing plans 15 days prior to the start of the monthly period.

Failure of the Client to pay any amount due within three (3) days of the due date shall result in the termination of this Agreement and render the remaining consideration immediately due and payable.

The Client also agrees that by virtue of allowing SEOPIA to provide PPC Management Services to the Client that the Client agrees to the Terms of Service(s) of Google AdWords, Yahoo Search Marketing, and Microsoft adCenter, which can be found on their respective websites.

The term of this Agreement shall commence once the client pays the initial PPC management set-up fee and shall continue on a month-to-month basis. The Client has the option of terminating Seopia’s service at any time, but in all cases will be responsible for that month’s PPC management fee, once the month has commenced.

We do not guarantee any specific increase in the number of new prospects or customers. We do not guarantee any specific increase in web traffic or sales, or any precise ad placement or ranking with specific search engines. We also do not hold responsibility of any loss of traffic, customers or earning that arise during the employment of features or techniques that have been added to the client AdWords account during the AdWords campaign by Seopia.

CLIENT RESPONSIBILITIES

Client acknowledges that it is responsible for performing the following in a reasonable and timely manner: (a) Provide Client Content in a form suitable for use in the Deliverables without further preparation by Seopia, unless otherwise specified in the Project Proposal; (b) Proofread all Deliverables. Client will be charged for correcting errors after the acceptance of any Deliverable $50.00 or more; (c) Make decisions regarding other parties.

ACCREDITATION AND PROMOTION

Accreditation: Seopia shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Seopia in the Deliverables on each page of the Final Deliverables.

Promotion: Seopia retains the right to reproduce, publish and display the Deliverables in Seopia’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

Promotional Approval: Seopia may describe its role in the Project on its website and in other promotional and marketing materials, and include a link to the other party’s website.

CONFIDENTIAL INFORMATION

Client’s “Confidential Information” includes information that Seopia should reasonably believe to be confidential. Seopia’s “Confidential Information” includes the source code of any Seopia Tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement.

Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.

RELATIONSHIP OF THE PARTIES

Independent Contractor: Seopia is an independent contractor. Seopia shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Seopia and the work product or Deliverables prepared by Seopia shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

Third Party Independent Contractors. Seopia shall be allowed to use third party’s as independent contractors in connection with the Services (“Third Party Independent Contractors”). Seopia shall remain fully responsible for Third Party independent Contractors’ compliance with this Agreement.

No Exclusivity. This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Seopia, and Seopia shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Seopia.

REPRESENTATIONS AND WARRANTIES

By Client. Client represents and warrants to Seopia that: (a) To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party; (b) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; (c) Client will obtain all necessary and appropriate rights and licenses to grant license to Seopia to use Third Party Materials.

By Seopia: Seopia represents and warranty to Client that: (a) Seopia will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) Seopia shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Seopia Tools, sufficient for Seopia to grant the intellectual property rights provided in this Agreement; (c) To the best of Seopia’s knowledge, the Deliverables will not violate the rights of any third parties; (d) If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Seopia shall be void.

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, SEOPIA MAKES NO WARRANTIES WHATSOEVER. SEOPIA EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.

INDEMNIFICATION AND LIABILITY

By Client: Client shall indemnify Seopia from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Seopia shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.

By Developer: In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Seopia may at its own expense, replace any infringing content with non-infringing content.

Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF SEOPIA ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF SEOPIA, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“SEOPIA PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF SEOPIA. IN NO EVENT SHALL SEOPIA BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY SEOPIA, EVEN IF SEOPIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

TERM AND TERMINATION

Term: This agreement shall begin when both parties agreed to start Project and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.

Termination for Cause: Either party may terminate this agreement at any time, if the other party breaches any of its material responsibilities or obligations under this Agreement.

Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.

Termination by Mutual Agreement: This agreement may be terminated by the mutual agreement of the parties.

Termination for Convenience: Either party may terminate this agreement at any time and for any reason on 7 days prior written notice to the other party. If Client terminates the Agreement under this section, Seopia shall, at Clients reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.

Termination Fees: In the event of termination, Client shall pay Seopia for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.

Intellectual Property: If Client terminates and on full payment of compensation, Seopia grants Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by Client as of the date of termination.

Confidential Information: On expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) all rights and obligations regarding Confidential Information shall survive.

RIGHTS TO FINAL DELIVERABLES

License: Seopia grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.

SUPPORT SERVICES

Warranty Period. During the first 1 month following expiration of this Agreement, Seopia shall provide up to 2 hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Seopia’s standard rate.

Maintenance Period. After the Warranty Period expires and at Client’s option, Seopia will provide Support Services with hourly fees of $50 per hour.

No Enhancements: The services in the Warranty Period and the Maintenance Period do not include enhancements to the Project or other services outside the scope of the Proposal.

ENHANCEMENTS

During the Maintenance Period, Client may request that Seopia develop enhancements to the Deliverables. Seopia shall exercise commercially reasonable efforts to prioritize Seopia’s resources to create such enhancements. Client understands Seopia may have preexisting obligations that may delay requested enhancements. Seopia shall provide any enhancements and enhancements shall be provided on a time and materials basis at Seopia’s standard rate.

Alterations. Alteration of any Deliverable is prohibited without the express permission of Seopia. Seopia will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.

DISPUTE RESOLUTION

Negotiation: Parties agree to attempt to resolve any dispute by negotiation between the parties.

Arbitration/Mediation: If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.

Litigation: In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of California. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.

Attorney Fees: The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.

GENERAL

These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. Seopia reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.

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