SEO brings in prospects searching for what you see
SEO Services Terms and Conditions
Services provided by Doug Williams SEO Services will be delivered through Business Breakthroughs International Website Division (BBI) or ITX Corp (ITX). Doug Williams SEO Services(DWSS) is located at 4317 NE Thurston Way, Ste 200, Vancouver, WA 98662 . DWSS agrees to use commercially reasonable efforts to perform the Services in accordance with the Specifications set forth in the statement of work.
CONSULTING, COACHING AND/OR PLANNING SERVICES: DWSS agrees to act as consultant and to advise Client with respect to the Services specified herein. Such services are for business and instructional purposes only. The parties agree that any written or oral consultation provided by DWSS is advisory, involving DWSS’s judgment based on education and experience, and that there is no guarantee of any particular result.
MARKETING AND SEARCH ENGINE OPTIMIZATION: DWSS shall provide Client with marketing or optimization analysis and interpretation. DWSS shall outline a brief description of services to be provided, parameters, fees, and estimated number of hours required which shall be incorporated into the schedules herein. With respect to search engine optimization DWSS disclaims any and all other warranties, expressed or implied and cannot guarantee the success of any marketing or optimization services but can only show typical results.
MAINTENANCE SERVICE: Client may request DWSS to perform maintenance or updates of the website for an additional cost set forth in the schedules herein. Maintenance shall mean minor alterations, repairs, changes to the website, including but not limited to updating links, news updates, refreshing content, minor graphic alternations, search engine reanalysis, website usage statistics, etc.
SERVICES BEYOND SCOPE OF PROJECT: If Client requests changes to that exceed the scope of Specifications this will be treated as an “Additional Service”. DWSS shall prepare a written estimate for additional time and materials. If Client agrees to the written estimate, the Additional Service shall be incorporated by reference into the schedules herein.
PROPRIETARY RIGHTS: Client shall retain all rights, title and interest (including copyright, trademarks, and other proprietary or intellectual property rights) in all the work performed under this Agreement, excluding DWSS Content, images, graphic user interface, source and object code. To the extent that ownership of DWSS Content does not automatically vest in DWSS by virtue of this Agreement or otherwise, Client agrees to transfer and assign to DWSS all rights, title and interest in DWSS Content and/or protectable elements or derivative works thereof.
LICENSES: Client grants to DWSS a non-exclusive, worldwide, royalty-free license for the term of this Agreement to edit, modify, adapt, translate, exhibit, publish, transmit, copy, prepare derivative works from, distribute, perform, display and use any Client Content in connection with the website and/or DWSS’s performance of this Agreement. In consideration of Client’s payment to DWSS pursuant to Section II Payment, DWSS grants to Client a limited, non-transferable, non-exclusive, worldwide license to copy, display on the Internet, and use for Client’s business purposes DWSS’s Content.
EXPENSES AND OTHER COSTS: Client shall reimburse DWSS for out-of-pocket expenses that are reasonably incurred by DWSS in performance of this Agreement. Additionally, Client is responsible any and all materials, equipment, supplies, and Outsourced Service costs which will be invoiced separately and must be paid for by Client prior to the commencement of any Service.
CONFIDENTIAL INFORMATION: In providing services to the Client pursuant to this Agreement, DWSS may acquire information that pertains to the Client's products, processes, equipment, programs, developments, or plans and that is both (i) disclosed or made known by the Client to DWSS and (ii) identified as "proprietary" by the Client at any time ("Proprietary Information"). DWSS agrees not to disclose any Proprietary Information to third parties or to use any Proprietary Information for any purpose other than performance of services pursuant to this Agreement, without prior written consent of the Client. Proprietary Information does not include information that: (i) is or later becomes available to the public through no breach of this Agreement by DWSS; (ii) is obtained by DWSS from a third party who had the legal right to disclose the information to DWSS; (iii) is already in the possession of DWSS on the date this Agreement becomes effective; or (iv) is required to be disclosed by law, government regulation, or court order.
LIMITED LIABILITY: IN NO EVENT SHALL DWSS BE LIABLE, IN CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR PERFORMANCE OF ANY RELATED SERVICES, EVEN IF DWSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM AGGREGATE AMOUNT OF MONEY DAMAGES FOR WHICH DWSS MAY BE LIABLE TO CLIENT UNDER THIS AGREEMENT, RESULTING FROM ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CLIENT TO DWSS UNDER THIS AGREEMENT.
INDEMNIFICATION: The Client hereby releases and agrees to hold harmless, defend and indemnify DWSS, from any and all claims, actions, proceedings, suits, liabilities, damages (actual, consequential, or incidental), settlements, penalties, fines, costs or expenses (including without limitation, reasonable attorney's fees and other litigation expenses) of every kind, whether know or unknown, incurred by the Client arising out of this Agreement.
CUSTOMER’S WARRANTY: Client represents and warrants to DWSS that (i) Client has the right and authority to enter into and perform its obligations under this Agreement; (ii) Client Content does not and shall not contain any content, material, link, advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person; and (iii) Client owns the Client Content and all proprietary or intellectual property rights therein, or has express written authorization from the owner to copy, use and display the Client Content on and within the website.
DEFAULT: If Client fails to pay any Service or other amount specified in this Agreement within ten (10) days after payment is due, or if Client fails to perform or observe any other provision of this Agreement, DWSS shall have the right to exercise any one or more the following remedies: (i) to refuse to provide further Services until such default is fully cured; (ii) to file a lawsuit to recover Service charges due and payable; (iii) to terminate this Agreement; (iv) to pursue any other remedy at law or in equity. If DWSS elects to terminate this Agreement due to Client’s default, Client shall be and remain liable for the full performance of all obligations pursuant to this Agreement .
17. TERM AND TERMINATION: The term of the agreement shall begin on execution of this Agreement and continue for a period specified in the schedules set forth herein. If Client terminates this Agreement before completion of Services, Client shall pay for all work performed through the date of termination, plus all associated expenses and costs.
MISCELLANEOUS
This Agreement contains the entire and only agreement between the parties, and any and all statements and representations, written and oral, including previous correspondence and agreements between the parties hereto are merged herein.
DWSS and its employees, subcontractors, and other representatives are providing the services under this Agreement as independent contractors.
A waiver of one or more breaches of any clause of this Agreement shall not act to waive any other breach, whether of the same or different clauses.
This Agreement may not be modified or terminated except as provided herein or by other written agreement.
DWSS, at its sole discretion, may outsource or assign any Service requested by Client, in whole or in part to ensure timely completion of the project. Client, however, shall not assign any of its rights or obligations hereunder without the prior written consent of DWSS, and any purported assignment without such prior written consent shall be null and void and of no force and effect.
DWSS shall be excused from performance to the extent that performance is prevented, delayed, or obstructed by causes beyond DWSS’s reasonable control, including delays in performance by the Client, acts of nature (fire, storm, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, power or essential services.
If any provision of this Agreement is invalid, such provision shall be considered deleted from this Agreement and shall not invalidate the remaining provisions.
The prevailing party shall be entitled to reasonable attorney’s fees and costs.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington. Venue shall be in Clark County, Washington.