This Master Services Agreement (”Agreement”) is presently made by and between the customer (“Customer”) and Webstract Marketing a dba of Webstract, Inc., a California corporation (”Company”). The Customer is the individual or entity who requests the services and is or has used the services of the Company. The effective date of this Agreement is the date that the Customer first request services from the Company.
In consideration of the following mutual covenants, and other good and valuable consideration, the Parties agree as follows:
This Agreement shall continue until cancel by either Party by giving thirty (30) days’ written notice of termination to Company.
Company shall provide to Customer with services as requested which may include the following: SEO, Web design, PPC and Hosting. The Company will use its best efforts to provide the services at an agreed upon scheduling. However, Company shall not be responsible for any delays that are not due to the Company’s fault or negligence and that could not have reasonably been foreseen or provided against. In no event shall Company’s liability for any services performed hereunder exceed the amount of money paid by Customer to Company.
FEES AND PAYMENT
The Company shall charge $90 an hour for its services. Any deposits made for services are non refundable.
Although the Company will strive to maintain its rates set forth herein, certain outside factors may require the Company to periodically increase its rates. Thus, the Company may increase at anytime with or without notice.
Payment shall be due on a monthly basis and shall be due and owing to Company upon issuance of the invoice, unless specified otherwise on the invoice. All invoices shall be issued electronically. Company may suspend any and all services if any invoice is not paid within fifteen (15) days from date of issuance of the invoice.
All written information, submitted by Customer to Company in connection with services performed by Company under this Agreement, which is identified as proprietary or confidential information, will be safeguarded by Company to at least the same extent as Company safeguards like information relating to its own business. If such data is publicly available, is already in Company’s possession or known to it, or is rightfully obtained by Company from third Parties, the Company shall bear no responsibility for its disclosure, inadvertent or otherwise.
All systems, computer programs, operating instructions, and all other documentation developed by the Company or specifically relating to Customer’s information processing will be the property of Company. The Website created by the Company for the Customer and all Customer source documents, will always be the property of the Customer.
CONSENT TO AGREEMENT AND SERVICES ACCEPTED
The Customer consents to the terms of this Agreement by electing to use the services offered by the Company. The services performed by the Company shall be considered accepted by Customer unless written objection is made to Company no later than ten (10) days after the services were delivered by Company to Customer.
The Company may modify its services for Customer as the Company deems appropriate and such modification is consented to by the Customer unless objected to within ten (10) days of the delivered services.
The Company is not required to host, Customer information or data files. The Company will not be responsible or liable for any lost data and/or information by a hosting site. The Customer’s only remedy for lost information or data files will be with the hosting company, regardless of whether or not the hosting company was chosen by the Company. The Company chooses a hosting site for the convenience and ease of the Customer. It is the Customer’s responsibility to undertake its own independent research to determine if the hosting company is acceptable to the Customer’s needs and requirements.
The Company is not required to maintain and/or store Customer information or data files. In fact, the Company regularly destroys information that it no longer requires. As such Customer information will be destroyed from time to time.
INDEMNIFICATION BY CUSTOMER
The Customer shall indemnify and hold Company harmless from and against any and all damages, loss, cost, deficiency, assessment, liability, or other expense (including reasonable attorney’s fees, costs of court, and costs of litigation, if any) suffered, incurred, or paid by Company as a result of the Company performing its services based upon the information, content, representation, data or other information provided, directly or indirectly, by the Customer. The remedies provided herein shall be cumulative and shall not preclude assertion by Company or the seeking of any other remedies available for Company at law or in equity.
The indemnification shall not extend to damages or costs caused by the willful or wrongful acts of Company.
In the event of a breach of this Agreement by either Party that is not remedied within ten (10) days after delivery of written notice of the breach, the aggrieved Party may terminate this Agreement by written notice to the other Party.
On expiration or termination of this Agreement, the Company may securely destroy any and all data, records, and documentation belonging to Customer, without returning such information to the Customer. If the Customer desires or requires such information (“Information”) the Customer will notify Company by written notice to Company at the same time of the notice of termination. Customer will be liable for all cost required or incurred by Company to return the Information to the Customer. The Customer will make an advanced payment for the cost and expenses incurred for the return of the Information.
A waiver by either Party of any provision of this Agreement shall not imply a subsequent waiver of that or any other provision.
Any notice required or permitted to be given by the Customer under this Agreement shall be deemed properly given to the Company at the time it is electronically delivered and mailed by first class mail to the Company’s address below. Any notice required or permitted to be given by the Company to the Customer shall be deemed properly given by the Company when the Company posts such notice on the Company’s website or by the Company updating these Terms and Conditions.
1042 N. Mountain Ave. Suite B748
Upland CA, 91786
This Agreement contains the binding Agreement between the Parties and supersedes all other agreements and representations, written or oral, on the subject matter, including any statements in referenced exhibits or attachments that may be in conflict with statements in this Agreement.
This Agreement shall be governed by the laws of the State of California; venue shall be Orange or San Bernardino Counties.
Company shall not be responsible for consequential damages of any type.
This Agreement shall be binding on and inure to the benefit of the Parties to this Agreement and their respective heirs, representatives, successors, and assigns.
The subject headings of the sections of this Agreement are included for purposes of convenience only and shall not affect the constructions or interpretation of any of its provisions.
If a dispute arises between the Parties as to the interpretation, collection or performance of this Agreement, the successful Party shall be reimbursed for attorney’s fees and all costs.
In the event that any of Parties shall have any dispute arising out of or relating to this Agreement that dispute shall be submitted to binding arbitration. The Parties to this Agreement may not institute a suit at law or equity.
William Holcroft, CEO
January 22, 2014