Agreement Terms & Conditions
Contract Agreement Terms & ConditionsFunnel Boost Media encourages our clients to read and understand the agreements set forth on your projects. If you have any questions, comments, or concerns, please feel free to contact a representative using the form to the right. For simple viewing, we have created quick links to take you to the contract terms you wish to view.
Website Design / Web Development Agreements
- Standard Web Site Package:
- Online stores only
- Available Services:
- Additional Expenses
- Purchase of stock photos at the Client’s request.
- Purchase of upgraded hosting capabilities at the Client’s request.
- Purchase of specific fonts at the Client’s request.
- Purchase of specific photography at the Client’s request.
- Purchase of specific software at the Client’s request.
- Client Amends / Changes
- Developing a new table or layer structure to accommodate a substantial redesign at the Client’s request.
- Recreating or significantly modifying the company logo graphic at the Client’s request.
- Replacing more than 75% of the text to any given page at the Client’s request.
- Creating a new navigation structure or changing the link graphics at the Client’s request.
- Significantly reconfiguring the Client’s shopping cart with new product, shipping or discount calculation if an e-commerce enabled site has been selected by the Client.
- Third Party or Client Page Modification
- Web Hosting
- Search Engine Registration
- Work Schedule and Completion Date
- Maintenance Grace Period
- Extended Maintenance Contracts
- Copyrights and Trademarks
- Assignment of Project
- Authorized to Enter Contract
- Warranties and Liability
- Rights Upon Termination of Agreement
- Laws Affecting Electronic Commerce
- Ownership to Web Pages and Graphics
- Payment of Fees
- Entirety of the Agreement
Pay-Per-Click Management AgreementFunnel Boost Media (“FBM”) Pay-Per-Click (“PPC”) advertising campaigns are based around proprietary competitive analysis methods and selection of optimum keywords. FBM will increase Client’s web traffic/clickthrough rates (CTR). The methods of FBM’s market analysis and PPC management are trade secrets. As such, all PPC accounts, competitive analysis, market research, and other information gathered will remain the property of FBM. As part of each PPC advertisement management service program, FBM performs a number of tasks. Specifically, these tasks include:
- Keyword Research and Selection: FBM performs market research using proprietary methods to perform market research. Keywords are selected and monitored to ensure the campaigns are employing effective strategies to maximize return on investment ( ROI).
- Campaign Management. FBM utilizes proprietary methods to strategically utilize PPC advertising.
Search Engine Optimization (SEO) Contract AgreementThis contract is entered into between Funnel Boost Media (FBM) and Client stated in SEO Contract Agreement (hereinafter referred to as “Client”) on the date specified on the Master Service Agreement and Search Engine Optimization Agreement. 1. FBM will provide Client with Search Engine Optimization Services (hereinafter referred to as “SEO”) as described in the Master Service Agreement and / or Search Engine Optimization Agreement (incorporated herein by reference). FBM will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client’s website. 2. Search Engine Optimization Fees The total fee for the SEO services to be provided on a monthly basis specified by the Client’s contract. All fees must be paid in full after the end of each monthly cycle. FBM‘s SEO services are intended to serve two main purposes: First, to provide the Client with increased exposure in search engines, and Second, to drive targeted online traffic to the site. FBM‘s SEO Services will include (but are not limited to): • Researching keywords and phrases to select appropriate, relevant search terms. Obtaining “back links” from other related websites and directories in order to generate link popularity and traffic. • Editing and/or optimization of text for various html tags, meta data, page titles, and page text if necessary. Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes. Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches. Create ranking reports for client’s site and any associated pages showing rankings in the major search engines. 3. For the purposes of receiving professional SEO services, Client agrees to provide the following: • Administrative/backend access to the website for analysis of content and structure. • Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary. • Unlimited access to existing website traffic statistics for analysis and tracking purposes. • Authorization to use client pictures, logos, trademarks, web site images, pamphlets, or other content for any use as deemed necessary by FBM for search engine optimization purposes. • If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. FBM can create site content at additional cost to the Client. • Autorenewal at the end of the current contract period for a month to month renewal unless Client notifies FBM to cancel the service within 60 days prior to the contract end date. The SEO contracts will automatically convert to a month to month agreement, billed in the same manner and amount as the existing SEO agreement and beginning after the existing contract ends. Client must give FBM 60 days advance notice of the intent to cancel the month to month contract in writing at firstname.lastname@example.org or via certified mail to 3201 Cherry Ridge, STE 213, San Antonio Texas, 78230. 4. Client must acknowledge the following with respect to SEO services: • All fees are non-refundable. • All fees, services, documents, recommendations, and reports are confidential. • FBM has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory. • Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms, and other competitive factors, FBM does not guarantee any particular positions or consistent top 10 positions for any particular keyword, phrase, or search term. Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than a predetermined time of Google’s discretion. This is referred to as the “Google Sandbox.” FBM assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties. Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within thirty (30) days of campaign completion, FBM will re-optimize the website/page based on the current policies of the search engine in question. Some search directories offer expedited listing services for a fee. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion or expedited service fees. FBM can offer a list of expedited listing services upon request. FBM does not host or maintain the client’s website and is not responsible for fees a or service issues. In no event shall FBM be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, incidental or consequential damages (including lost savings or profit, lost data, business interruption or attorneys’ fees) even if notified in advance of such possibility, including website failure or denial of service issues 5. Responsibility. FBM is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website 6. Additional Services. Any services not specifically listed herein (such as managing payper click campaigns, copywriting, web design etc.) are not included. 7. Intellectual Property Rights. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to FBM for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend FBM and its subcontractors from any liability or suit arising from the use of such elements. 8. Venue and Dispute Resolution. This Agreement (Contract) shall be governed by the laws of Texas and the parties submit to the exclusive jurisdiction of the courts of San Antonio, Texas in respect of any dispute or difference between the client and FBM arising out of this Agreement. Any dispute or difference can also be resolved outside the court by appointing an independent third party (also known as arbitrator or mediator) on mutual agreement of the client and FBM. 9. Attorney Fees. Any late payment, failure to pay, or legal action required to enforce this agreement shall be subject to costs of enforcement and/or collections, including reasonable attorneys’ fees and expenses. 10. Miscellaneous. This document and any attachments incorporated by reference constitute the entire agreement between the parties with respect to its subject matter and supersede all other communications, whether written or oral. This Agreement may be modified or amended only by a writing signed by the party against whom enforcement is sought. Any provision of this agreement found by a court of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Neither party shall be liable for delays caused by events caused by acts of God, civil unrest, terrorism, or other incidences beyond the control of the parties. Waiver of any provision of this agreement in one instance shall not preclude enforcement of such provision on future occasions. Headings are for reference purposes only and have no substantive effect.
Software Development AgreementThis Software Development Agreement (” Software Agreement”) is made by and between Funnel Boost Media, LLC (“FBM”) and the Client listed on the Master Service Agreement and the information document for the Software Development incorporated herein by reference. In consideration of the mutual promises herein contained, the parties agree as follows: 1. Duties and Responsibilities. FBM shall serve as a contractor of Client and shall design, develop, and implement applications software (the “Software”) according to the functional specifications and related information, if any, listed on the Software Development information document. FBM acknowledges that it has been contracted for this specific task, and that it shall report all findings and make all recommendations directly to the management of Client. The Software, including all versions in either source code or object code form, shall be delivered to Client in accordance with the Master Service Agreement. 2. Ownership of Software. FBM agrees that the development of the Software is “work made for hire” within the meaning of the Copyright Act of 1976, as amended, and that the Software shall be the sole property of Client. FBM hereby assigns to Client, without further compensation, all of its right, title and interest in and to the Software and any and all related patents, patent applications, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere. 3. Independent Contractor. FBM is acting as an independent contractor with respect to the services provided to Client. Neither FBM nor the employees of the FBM performing services for Client will be considered employees or agents of Client. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership or principal-agent relationship between the parties, and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party. 5. Development. FBM will utilize employees and/or contractors capable of designing and implementing the Software to be developed hereunder. All work shall be performed in a professional and workmanlike manner. 6. Change in Specifications. Client may, in its sole discretion, request that changes be made to the Specifications, or other aspects of the Agreement and tasks associated with this Agreement. If Client requests such a change, FBM will use its best efforts to implement the requested change at no additional expense to Client and without delaying delivery of the Software. In the event that the proposed change will, in the reasonable opinion of FBM, require a delay in delivery of the Software or would result in additional expense to Client, then Client must approve additional fees and delay of the Project. 7. Confidentiality. FBM acknowledges that all material and information supplied by Client which has or will come into FBM’s possession or knowledge of FBM in connection with its performance hereunder, is to be considered Client’s confidential and proprietary information (the “Confidential Information”). By way of illustration, but not as a limitation, Confidential Information includes the Software, trade secrets, processes, data, knowhow, program codes, documentation, flowcharts, algorithms, marketing plans, forecasts, unpublished financial statements, budgets, licenses, prices, costs, and employee and customer lists. FBM’s undertakings and obligations under this Section will not apply, however, to any Confidential Information which: (i) is or becomes generally known to the public through no action on FBM’s part, (ii) is generally disclosed to third parties by Client without restriction on such third parties, or (iii) is approved for release by written authorization of Client. Upon termination of this Agreement or at any other time upon request, FBM will promptly deliver to Client all notes, memoranda, notebooks, drawings, records, reports, files, documented source codes and other documents (and all copies or reproductions of such materials) in its possession or under its control, whether prepared by FBM or others, which contain Confidential Information. 8. Training. FBM shall provide Client with training consultations with respect to the use of the Software as further described in Master Service Agreement. All training that FBM is required to provide hereunder shall be performed at such locations and at such times as are mutually agreed to by the parties. Upon the expiration of the Training Period, FBM will provide any support services necessary to insure Client’s continued use of the Software. Such services will be performed on a time and basis at FBM’s then current hourly rates for such services. 10. Term and Termination. This Agreement shall commence upon the effective date and continue until all of the obligations of the parties have been performed. Termination of this Agreement will forfeit Client’s deposit. 11. Notices. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when mailed by certified or registered mail, postage prepaid, or by commercial overnight delivery service addressed as to the respective party. 12. No Waiver. The failure of a party to require strict performance of any provision of this Agreement by the other, or the forbearance to exercise any right or remedy, shall not be construed as a waiver by such party of any such right or remedy or preclude any other or further exercise thereof or the exercise of any other right or remedy. 14. Entire Agreement. This Agreement, with the Master Service Agreement and the terms listed on the Software Development Agreement information document (incorporated herein by reference) constitutes the entire agreement between parties as to the subject matter hereof and supersedes all prior understandings or agreements whether oral or written. This Agreement may be modified only be written instrument signed by the parties. 15. Successors. This Agreement shall be binding upon and insure to the benefit of the successors and permitted assigns of the parties. 16. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. 17. Governing Law/Jurisdiction/Venue. The terms of this Agreement shall be construed and enforced under the laws of the State of Texas. The parties agree to the exclusive venue of the State and Federal courts in Bexar County, Texas. The parties hereby unconditionally submit to the specific and general jurisdiction of a competent State or Federal courts located in Bexar County, Texas. 18. Headings. The headings used in this Agreement are for convenience only and are not to be used in construction or interpretation.
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