- Additional Services – Any revisions, additions or redesign client wishes BrickStreet Marketing to perform not specified in designated proposal(s) shall be considered “additional” and will be billed separately for the particular service.
- Ownership – The materials provided under the terms of this contract shall be the sole property of BrickStreet Marketing until payment is complete, at which point ownership will be transferred to the client.
- Copyrights and Trademark – The client represents to BrickStreet Marketing and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to BrickStreet Marketing for inclusion in web pages or graphics work are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend BrickStreet Marketing and its subcontractors from any claim or suit arising from the use of such elements furnished by the client. All information, text, and graphics are owned by the client exclusively.
- Limited Liability – Client hereby agrees to indemnify and hold harmless BrickStreet Marketing in any claim resulting from client’s website(s), products, or services. Under no circumstances, including negligence, shall BrickStreet Marketing, or anyone else involved in creating, producing, marketing, or distributing its services, be liable for any direct, indirect, incidental, special or consequential damages that result from any technique used to drive relevant traffic to your site.
- BrickStreet Marketing shall not be held liable for: omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, rankings, sales, or performance, whether or not limited to communication failure, theft, destruction or unauthorized access to BrickStreet Marketing’ records, programs, acts of Search Engines or act of Directories, or other places on the web which may or may not link to your site(s). Notwithstanding the above, client’s exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which client paid during the term of this Agreement (minus any third parties fees for inclusions or links) and any reasonable attorney’s fee and court dates.
- Indemnification – Client agrees that it shall defend, indemnify, save and hold BrickStreet Marketing harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, (“Liabilities”) asserted against BrickStreet Marketing’, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by client, its agents, employee or assigns.
- Search engine optimization inherently runs risks of algorithmic changes of search engines. BrickStreet Marketing offers no guarantee of present or future placement in any specific search engine. Client assumes all risks and responsibility.
- Laws Affecting Electronic Commerce – The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend BrickStreet Marketing and its sub-contractors from any claim, suit, penalty, tax, or tariff arising from the client’s use of Internet electronic commerce. E-commerce is not the responsibility of BrickStreet Marketing.
- Confidentiality – Excluded from the “confidential information” definition is anything that can be seen by the public on the website when each page of the website is first accessed. Clients and BrickStreet Marketing acknowledge and agree that the specification and all other documents and information related to the marketing of the website (the “confidential information”) will constitute valuable trade secrets of Internet marketing and optimization, or of client’s respected line of business. Customer shall keep the confidential information in confidence and shall not, at any time during or after the term of this Agreement, without BrickStreet Marketing’ prior written consent, disclose of otherwise make available to anyone, either directly or indirectly, all or any part of the confidential information. Mutually, BrickStreet Marketing shall not discuss confidential information, such as pricing, costs, nor sales, with any other person.
- BrickStreet Marketing is not responsible for any costs associated with downtime, inventory, sales or for changes in any search engine or directory. BrickStreet Marketing shall also not be responsible for any other loss that may occur in the operation of the website.
- Cancellation – The client shall have the option to cancel all work by email, phone, fax or standard mail. Any cancellations will take effect one month after notice has been given. In the event that work is postponed or canceled at the request of the client, BrickStreet Marketing shall have the right to bill prorate for work and campaigns completed through the date of that request. If additional payment is due, this shall be payable within thirty days of the client’s notification to stop work.
- Refund Policy – No refunds will be given.
- Arbitration – Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this agreement shall be submitted to binding arbitration before the Joint Ethics Committee of a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The client shall pay all arbitration and court costs, reasonable attorney’s fees and legal interest on any award or judgment in favor of BrickStreet Marketing. Prevailing party will be entitled to costs from the other party.
- Payment of Fees – In order for BrickStreet Marketing to provide service, payments must be made promptly. Invoices are due in 15 days upon receipt. Delinquent invoice payment may result in the deactivation of services and will be assessed a $25 late fee if not received within 15 days of invoice date. Unless otherwise noted, all monthly fees are due on the first day of each calendar month. Delinquent monthly fees will result in the deactivation of services, and will be assessed a $25 late fee, if not received within 15 days of first day of each calendar month. If any amount remains delinquent 30 days after its due date, an additional $25 reactivation fee will be required to reactivate services. BrickStreet Marketing reserves the right to remove all hosting and maintenance services that may be in progress if payment is more than 60 days overdue.
- Jurisdiction – This contract constitutes the sole agreement between BrickStreet Marketing and the client regarding its website development and hosting. It becomes effective only when signed by the client. This agreement shall be governed and construed in accordance with the laws of Calhoun County of the State of Michigan, USA.
- We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 30 (change this) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.