Universal Terms for All Contracts & Services- General Provisions (1) Search Engine Operator, Inc. legally operates under, and will hereinafter be referred to as, the DBA Exults. This scope of work and terms of service, all deliverables, branded collateral, email addresses, and all communications will come from Exults. (2) Client agrees that the use of a DBA shall not render the contract between Exults and clienturl.com inadmissible in any capacity. Documentation confirming the legality of the DBA Exults is available upon request. (3) Client agrees that the TOS may be updated at any time- at which point you will be notified with new TOS by mail. Terms of the Contract This contract is entered into by and between Exults and clienturl.com and shall be considered valid from the date in which the executed (to mean signed and dated) contract was received by Exults, until written notice of cancellation has been received by Exults (contract termination), or until Exults provides written notice of cancellation to clienturl.com. All parties involved agree that this contract is legally binding and all terms, conditions, policies, and exclusions are valid. This agreement shall encompass, and apply to, any and all services agreed to by clienturl.com. Termination of Contract (1) clienturl.com may terminate this contract at any time by submitting a cancellation request in writing to Exults thirty (30) days in advance of desired contract termination date. In the event the client is dissatisfied with any services provided, client is obligated to give Exults thirty (30) days to address complaint of claimed unsatisfactory service. (2) Exults retains the right to terminate any client’s contract at no penalty and will reimburse applicable remaining retainer funds to client. These retainer funds include service fee monies for future non-complete services. This reimbursement eligibility does not extend to setup fee(s). (3) Exults may cancel a client’s contract if their behavior fits into the following characteristics: (a) Failure to prevent account from falling into delinquent status three (3) or more times. Delinquent status is defined as an inability to pay invoices within 30 days of receiving them, excluding errors or non-delivery. (b) Failure to comply with Exults representative(s) in providing proper information in regards to initial setup of account and ongoing services. (c) Unable to comply with general standards in conducting a legitimate means of business. Refund Procedure Client shall not be entitled to any refunds unless Exults has failed to perform its required services as outlined in the scope of work, or if after having been given thirty (30) days to address a deficiency, failed to do so. No refunds will be given on setup fee(s) which are defined as one-time, non-refundable payment(s) to Exults. Service Pricing (1) Client agrees that should the scope of work change, pricing may need to be adjusted. Timeline of Deliverables (1) All agreed-upon deliverable assets outlined by the scope of work for services rendered will be provided by Exults to clienturl.com in a timely manner. Unless noted otherwise, or in the case of Website Development, an acceptable timeline for setup assets is 6 to 8 business weeks. (2) Client agrees that maintaining this projected timeline is contingent on fluid communication and approvals being provided by clienturl.com. Ownership of Collateral (1) All accounts and creative assets developed as part of this agreement belong to clienturl.com during and after term of contract. (2) Exults will not deny access or ownership of any assets that were developed during the term of the contract. Responsibility of Non-Agency Parties (1) Any actions completed by a party or vendor not directly associated with Exults is not the responsibility of Exults to correct, reverse, rectify, or otherwise address. (2) Client agrees that any steps required by Exults to rectify actions taken by non-agency parties in this capacity are considered outside of this scope of work and will likely require additional budget to address. Confidentiality – All research and data gathered and archived by Exults is proprietary, and will remain proprietary during and after the life of the contract. Liability, Disputes, and Legal Action Client agrees to indemnify and hold harmless Exults from any and all claims, actions, and judgments, including all costs of defense and attorney’s fees incurred for legal guidance or representation. In the event any claim or suit is brought against Exults within the scope of this agreement, clienturl.com shall pay for legal counsel chosen by Exults to defend against the claim. This Agreement shall be governed by Florida law and the venue for any litigation shall be in Broward County, Florida. Before commencing any lawsuit, the parties shall first submit themselves to mediation within 30 days of a demand thereto. EXULTS cannot be held liable, or held to any guarantees for actual Internet presence and ability to attract Clients. Binding Effect of Internet Agreements Any agreements entered via the Internet and/or electronic mail should be binding on the client as if a hard copy were signed and delivered with Exults. Sponsored Search Marketing (1) Services are provided on Search Engine ad networks, including Google Ads and Yahoo! /Bing Ads. (3) Exults will have the account(s) fully implemented within agreed upon period of time – approximately 30 business days from agreement execution. This timeline excludes any unforeseen delays including lack of communication or approval(s). (4) The client agrees to the scope of work outlined in the proposal document. (5) Client agrees to keep the required Agency Fee Retainer replenished for marketing to remain continuous. (6) Client agrees to be responsible for all direct cost incurred on Search Engine ad networks. (7) EXULTS will provide clienturl.com with monthly marketing performance reports. (8) Exults may spend up to 20% above allocated budget due to market conditions or seasonality; beyond this point we will contact clienturl.com and it is the responsibility of clienturl.com to have open communication with Exults in regards to the online marketing budget. If Direct Cost exceeds plan budgets client and Exults will re-evaluate Agency Fee Exults Agreement – Website Development – Terms of Service (TOS) – Obligations of the Parties In order to launch the new website, hosting, FTP, and cPanel access is required. Exults is not responsible for any websites that may have existed on client’s domain prior to the launch of the new website. Written approval is required at each stage of design and development: wireframe, mock up, and launch. Two rounds of edits at each phase of approval are included within this scope. Additional revisions, or revisions to already approved assets, may require an additional charge. Once the new website property is approved, paid in full, and launched, Exults will provide client with all access. Once access is provided, Exults is no longer responsible for any changes made to the website property in any capacity. Exults Agreement – Website Hosting – Terms of Service (TOS)
Recitals (1) EXULTS will maintain a hosting account for the clienturl.com website property on the domain: www.clienturl.com(2) EXULTS will have the website property fully transferred and live within agreed upon period of time – approximately 10 business days from agreement execution excluding unforeseen delays including lack of communication, access issues, or approval(s). (3) Client agrees to keep hosting service retainer replenished for hosting resources to remain continuous. Lack of payment for a period of time exceeding thirty (30) days may result in account cancellation bringing the website property offline. (4) EXULTS will provide clienturl.com with monthly hosting services and support should hosting issues arise. (5) EXULTS is not responsible for issues that may arise in transitioning website files or databases off of our server if access is provided to an outside party. EXULTS maintains limited liability for management of site files, databases, and security breaches. (6) Client agrees that Exults is not responsible in any capacity for fines, penalties, or other ramifications due to hosting outages. Exults Agreement – Search Engine Optimization – Terms of Service (TOS) Recitals (1) Exults will begin the search engine optimization process by having the information live on the web in approximately 7-14 days. (2) Search Engine Optimization. Exults will perform search engine optimization to help client achieve desired listing on major search engines (Google, Yahoo!, and MSN). Monthly service pricing of search engine optimization may increase after the first 6 months of paid service dependent on market environment. Purchaser owns all work performed by Exults during contract period to optimize site. (3) Client will provide Exults with all pertinent information to aid Exults in accomplishing client’s goals. (4) Exults will have client listed on search engines in a timely manner. (5) Exults will provide client with monthly marketing performance reports. (6) Exults will, with due diligence and research, create a thorough and advanced web strategy to target prospective clients. Obligations of the Parties Exults is committed to conducting the proper research of your business and industry in order to develop a thorough and advanced web strategy. Exults will have the account work live in approximately 21-30 days. Exults will provide a monthly marketing performance report (given proper access to backend hosting/traffic information). Purchaser agrees to supply Exults with all proper information as to current business product pushes, and target markets. Exults Agreement – Social Media Management/Marketing Optimization – Terms of Service (TOS) Recitals (1) Exults will begin the social media management/marketing process by having the information live on the social media platforms in approximately 20-30 days. (2) Social Media Management/Marketing. Exults will perform social media management/marketing to help client achieve desired presence on major social media platforms (Facebook, Instagram, Twitter, Pinterest, and any additional deemed relevant to business needs). Monthly service pricing of social media management/marketing may increase after the first 6 months of paid service dependent on market environment. Purchaser owns all work performed by Exults during contract period to optimize social platforms. (3) Client will provide Exults with all pertinent information to aid Exults in accomplishing client’s goals. (4) Exults will have client profiles updated on social media platforms in a timely manner. (5) Exults will provide client with monthly performance reports. (6) Exults will, with due diligence and research, create a thorough and advanced social strategy to target prospective clients. Obligations of the Parties Exults is committed to conducting the proper research of your business and industry in order to develop a thorough and advanced strategy. Exults will have the account work live in approximately 21-30 days. Exults will provide a monthly marketing performance report (given proper access to backend hosting/traffic information). Purchaser agrees to supply Exults with all proper information as to current business product pushes, and target markets.