• SERVICES: Company is hereby retained by Client to provide marketing optimization services as described.
• COMPENSATION: Client shall pay Company for Services rendered in accordance. The charges in this Agreement are based on the Company’s Standard Price List. This price list is adjusted periodically and future services shall be charged at the prices in effect at the time when the service is requested. All fees are non-refundable.
• CLIENT ACKNOWLEGMENTS: Client understands, acknowledges and agrees that:
• CLIENT RESPONSIBILITIES: For the purposes of providing these services, Client agrees:
• CLIENT REPRESENTATIONS: The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Company 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 Company and its subcontractors from any liability or suit arising from the use of such elements.
• LIMIT OF LIABILITY: In the unlikely event that Company is unable to perform to the guidelines of this contract due to an injury, illness, act of God, act of terrorism, or other cause beyond the control of the Company, the Company will make every effort to secure a replacement. If the situation should occur and a suitable replacement is not found, responsibility and liability is limited to the return of all payments received for the Services(s).
• PAYMENT SCHEDULE: The non-refundable service fee is due at the time of signing of agreement. In the event the Client fails to remit payment as specified, the Company shall have the right to immediately terminate this agreement with no further obligation, retain any monies already paid, and not complete the project(s).
• WEB SITE CHANGES: Company is not responsible for changes made to Client's web site(s) by other parties that adversely affect the search engine or directory rankings of Client's web site(s).
• TERM AND TERMINATION: This Agreement shall commence on the Effective Date and remain in effect until completion of the Services, unless earlier terminated as provided herein (the “Term”). This Agreement may be terminated by either Party as follows: (i) in the event of a material breach by the other Party which remains uncured for a period of fourteen (14) days following receipt of written notice thereof; (ii) upon fourteen (14) days prior written notice, if the performance of this Agreement by either Party would be in violation of any laws, requirements or regulations; or (iii) upon thirty (30) days prior written notice to the other Party for any reason or no reason at all. All obligations of Client to pay any amounts due to Company pursuant to this Agreement shall survive termination of this Agreement and are non-refundable.
• DISCLAIMER: Client acknowledges that the results of the Tare inherently uncertain and that, accordingly, there can be no assurance, representation, or warranty by Company with respect to the usefulness, functionality, or operability of the Services or the results thereof. Company HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES. The Services under this Agreement are being provided solely for the use of Client and are not intended for any third party. Company disclaims any responsibility, liability or duty of care to others based on these Services.
• NON-EXCLUSIVITY; NON-DISPARAGMENT: Client expressly acknowledges and agrees that Company may provide services, including those which are the same as, or similar to, the Services provided hereunder, to third parties which may be competitors of Client, including Company’s affiliates, entities in which Company and/or its employees or agents have an ownership interest, and other third parties, which provide products and/or services that are directly or indirectly competitive with Client’s products and/or services. The provision of such services by Company to third parties shall in no way be deemed a breach or violation of Company’s obligations hereunder. During the Term and at all times thereafter (i) neither Party shall defame, disparage, make negative statements about or act in any manner that is intended to or does any damage to the other Party or any of its affiliates and (ii) each Party shall use best efforts to cause all of its current or former consultants, contractors and employees to not defame, disparage, make negative statements about or act in any manner that is intended to or does any damage to the other Party or any of its affiliates.
• MISCELLANEOUS: This Agreement incorporates the entire understanding of the parties. Any modification of this Agreement must be in writing and signed by both parties. Any waiver of a breach or default hereunder shall not be deemed a waiver of a subsequent breach or default of either the same provision or any other provision of this Agreement. This Agreement shall be governed by the laws of the State of Pennsylvania.
• GOVERNING LAW; ARBITRATION: This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without giving effect to the principles of conflict of law. If a dispute arises between Client and Company regarding, relating to, or arising out of this Agreement including, without limitation, the Services, the Parties hereby agree that the arbitration provisions set forth in this Section shall be the exclusive and sole remedy to resolve such dispute. The Parties hereby expressly and irrevocably waive any right to litigate any matter related to this Agreement. The disputing Party shall place such dispute in writing and provide it to the other Party. The Parties shall attempt in good faith to resolve such dispute. If the Parties do not resolve the dispute within thirty (30) days, such dispute shall be referred in writing, to a board of arbitration (the “Board”) that consists of three (3) members, whose decision shall be final and binding in all respects. Each Party shall select one (1) member of the Board and these two (2) people shall jointly select one (1) additional neutral member, who shall be a member in good standing with the American Arbitration Association, and who shall act as chair of the board of arbitration. The arbitration shall take place in Doylestown, PA, unless the Parties otherwise agree. The arbitrators shall consider the matter in controversy and may hold hearings regarding the same, and their decision shall be entered in writing within ten (10) days after the matter is finally submitted to them. Arbitration proceedings shall be conducted in accordance with the commercial rules of the American Arbitration Association. All reasonable expenses, costs, and fees of the entire arbitration proceeding (including, but not limited to, the reasonable expense, cost, and fee of the arbitrators) shall be borne by the “non-prevailing Party”. The status of being the “non-prevailing” Party and the determination of all reasonable expenses, costs, and fees, shall be determined by the Board and shall be included in the Board’s final decision of the Board. In the event that the Board determines that neither Party is considered the “non-prevailing” Party, then each Party shall bear the costs, expenses, and fees of the arbitrator he or it selected and the costs, expenses, and fees of the neutral arbitrator shall be borne equally by Client and Company.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed upon the day and date first above written.