Your existing contacts are often the best source of referrals and repeat business. Often people you already know forget about your organization, or simply don’t know about all the services or products you offer. Staying top-of-mind with your network is important, and can be accomplished efficiently with a monthly email newsletter.
SiteInSight will design an email newsletter that matches your branding and website, help you collect email addresses from your contact files, forms completed on your website and other source, and pull articles and other materials from your blog or other sources to create an email newsletter that sparks the interest of your existing customers and network.
This service is available for $200/month and sometimes can be automated for a one-time setup fee of $400, if the automated system works for you and your organization. In either case, the template and/or completed newsletters will be built in an account assigned to you, which you will be authorized to use in the future with or without our assistance.
When someone searches for a place or service near them, they receive different search results than if they are researching a general topic. These results are called “Local Search Listings” and they include a map with markers for relevant businesses, as well as business name, phone number and address information, and sometimes hours, photos and more.
We will clean up mismatched online listings for your business wherever possible and sync the accurate information you provide about your business to more than 70 local listings databases that are used by search engines to determine what information to display about you. (If your business address is private, there will be some listings that will not display your business.) Our service also allows us to hide most incorrect location information about your organization online during the time you are working with us. These changes and corrections to your business data are submitted immediately, but may take up to a month to display correctly online.
We will also claim, verify, and correct your local Google My Business listing online, since this is often the first result people see. (There is a verification process that requires action from you, either fielding a phone call or postcard from Google. Absent your cooperation, we cannot complete the process.) The Google My Business listing is critical. If, for example, your business hours are incorrect on Google but correct on your website, you may have irate customers wondering why you are not open, since the Google listing is highly visible and trusted.
Keeping these listings accurate, monitoring for problems, securing and backing up your site, and reporting to you monthly, will be at the cost outlined in your current proposal, and requires a minimum commitment of six months.
- Definitions
- “Confidential Information” means, in respect of a party, all data and information of a confidential nature, including know-how and trade secrets, relating to the business, the affairs and any development projects or other products or services of such party. Confidential Information may be communicated orally, visually, in writing or in any other recorded or tangible form. Data and information shall be considered to be Confidential Information if (a) the relevant party has marked them as such, (b) the relevant party, orally or in writing, has advised the other party of their confidential nature, or (c) due to their character or nature, a reasonable person in a like position and under like circumstances would treat them as secret and confidential;
- “Costs” means all costs and indirect costs incurred by Provider in the performance of the Services under this Agreement;
- “Parties” means the named parties to this Agreement and their respective successors and assigns, and “Party” refers to any one of them, as the context requires;
- “Services” or “Scope of Work” means the services and the scope of work detailed in Addendum A, it includes and is not limed to search engine optimization, promotional services, any social media promotional services; all services may be amended by the parties in writing from time to time;
- “Service Fees” means ascribed to such term in Addendum A.
- Services
- Engagement. Subject to the terms and conditions of this Agreement (including Client’s obligation to pay for Service access), Provider shall perform the Services listed on Addendum A.
- Restrictions on Use. Client agrees, represents, and warrants to Provider, both during and after the term of this Agreement, the following provisions:
- (a) Unless expressly authorized in the Permitted Applications, the Service is for the sole use within Client’s own organization and by Client’s own employees or agents. The Service may not be shared with affiliates or any third party, including joint marketing arrangements.
- (b) Unless expressly authorized in the Permitted Applications, Client shall not: (i) disclose, use, disseminate, reproduce or publish any portion of the Service in any manner, (ii) permit any parent, subsidiaries, affiliated entities or other third parties to use the Service or any portion thereof (iii) process any portion of the Service or permit any portion of the Service to be processed with other data or software from any other source, (iv) allow access to the Service through any terminals located outside of Client’s operations, or (v) use the Service to create derivative products.
- (c) Client shall (i) abide by all prevailing federal, state, and local laws and regulations of any kind governing fair information practices and consumers’ rights to privacy, including without limitation any applicable non-solicitation laws and regulations; and (ii) limit access to consumer information to those individuals who have a “need to know” in connection with Client’s business and will obligate those individuals to acknowledge consumers’ rights to privacy and adhere to fair information practices and consumer’s right to privacy.
- (d) Client shall not use the Service in any way that (i) infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, (ii) violates any law, statute, ordinance or regulation, or (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing.
- (e) Unless expressly authorized in the Permitted Applications, Client shall not remove, alter or obscure any proprietary notices in the Service or other materials provided by Provider hereunder and shall reproduce all such notices on all copies or portions thereof.
- Relationship Between Parties. Provider will act as an independent contractor under the terms of this Agreement and to perform specific Services. Provider shall retain the power and authority to supervise and control performance of the Services by Provider’s employees, including the power to discipline, hire and fire Provider’s employees. Nothing in this Agreement shall be construed to (a) give either Party the power to direct or control the daily activities of the other Party, or (b) constitute the parties as employer and employee, franchisor and franchisee, licensor and licensee/sublicensor, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. Provider recognizes that the needs of Client may change over the course of this Agreement, and will accommodate such changing needs with modification of the specified Services by mutual agreement based on an equitable shift in work effort.
- Provision of Information and Personnel. Client shall make available to Provider such information as is reasonably required for Provider to effectively fulfill and perform the Services. Such information includes, but is not limited to, monthly updates on performance of Services for the duration of this Agreement or any amendments thereto. Notwithstanding the foregoing, Client agrees to make its team available to Provider according to the relevant areas of responsibility as needed for completing the Scope of Work or Services.
- Failure by Client of Delivery of Information. Client shall deliver all information necessary for Provider to perform the Services listed in Addendum A. In the unlikely event, that Client cannot deliver the information to Provider, then Client shall not hold Provider liable for failure of execution of Services listed in Addendum A.
- Consulting Fees, Other Fees, Expenses, and Invoices
- Costs of Performing Services. If applicable, all costs (such as travel) reported by Provider to Client pursuant to this Agreement shall be reasonable and necessary costs and pre-approved by the Client. Client shall reimburse Provider for all pre-approved Costs.
- Invoice and Payment. Provider shall submit invoices to Client for the Service Fees, together with the written report of Costs as provided under 3.1 above, at such times and for such periods and upon such payment terms as may be agreed from time to time between the Client and the Provider. All Service Fees shall be payable in U.S. Dollars.
- Consideration
- Calculation of Service Fees. In consideration for the Services performed by Provider hereunder, Client shall pay all Provider’s Costs plus the fees for Services and/or Scope of Work and corresponding payment terms as specified in Addendum A (collectively, the “Service Fees”). The Service fees shall be paid monthly within thirty (30) days of Provider invoice, unless provided differently in Addendum A.
- Billing; Payments; Late Fees. At the end of each Provider monthly billing cycle, Provider will invoice Client for all Fees incurred by Client during such billing cycle. Client will pay the invoice in full within thirty (30) days of receipt. If full payment is not made, a charge equal to one and one-half percent (1.5%) will be added to the balance due, not to exceed the maximum legal limit permitted by law. If Client becomes thirty (30) or more days past due, the Services shall be suspended until all past due charges are paid, and Client shall be in default of this Agreement. Client will continue to be responsible for any monthly minimum charge during any period that Services are suspended or not delivered due to Client’s breach. If it becomes necessary for Provider to enforce this Agreement through an attorney, collection agency, or directly through small claims court, Client shall pay all attorney’s fees, agency fees, court costs, and other collections costs, including without limitation post-judgment costs for legal services at trial and appellate levels. Delinquency may affect Client’s credit rating.
- Taxes. Each Party shall bear and pay all of its own taxes (including, without limitation, income taxes) arising under applicable laws in connection with the performance of this Agreement.
- Records.
- At all times during the term of this Agreement, Client shall maintain full, complete and accurate books of account and records with regard to its activities under this Agreement.
- Term; Termination
- Term. The initial term of this Agreement shall be for a period of six (6) months, commencing on the Effective Date. The Client shall have the option to automatically renew for additional successive twelve (12) month terms, unless terminated pursuant to Subsection 5.2 (Termination) of this Agreement.
- Termination. Although this Agreement may not be terminated without cause during the initial term, either party may forego automatic renewal by giving the other party not less than thirty (30) calendar days written notice of termination prior to the expiration of the then-current term. If either party breaches any provision of this Agreement, the non-breaching party shall, upon providing written notice of such breach, be entitled to immediately terminate this Agreement, provided such breach is not cured within thirty (30) days following such notice. If this Agreement is terminated as a result of a breach, the non-breaching party shall, in addition to its right of termination, be entitled to pursue legal remedies against the breaching party. Notwithstanding the foregoing, if Client is in breach under Section 4 (Fees) of this Agreement, Provider may terminate this Agreement effective ten (10) days after giving Client written notice of such default, unless Client shall have remedied the breach within such ten (10) day period.
- Payment upon Expiration or Earlier Termination. Upon the expiration or termination of this Agreement as set forth above in Subsections 5.1 (Term) and 5.2 (Termination), Client shall pay Provider in full for all products actually delivered and services actually performed by Provider under this Agreement prior to the effective date of such expiration or termination.
- Use and Training
- Client shall limit use of the Service to its employees who have been appropriately trained.
- Third Party Use
- If the Permitted Applications include providing a Service to End Users, Client agrees to contractually require all End Users to sign an agreement with substantially similar terms to this Agreement. Client warrants that in no event shall End Users’ use of the data be unrestricted or expand beyond the Permitted Applications of this Agreement. This Section is not intended to provide the Service to End Users unless specifically provided for in the Permitted Applications. Client shall be liable for any violation of the terms and conditions of this Agreement on behalf of the End Users.
- Proprietary Information
- The Proprietary Information is and shall remain the sole and exclusive property of Provider. Client shall have only the limited rights with respect to the Proprietary Information expressly granted in this Agreement, and all rights not expressly granted by Provider are reserved. Client agrees that only Provider shall have the right to alter, maintain, enhance or otherwise modify the Proprietary Information. Client shall not disassemble, decompile, manipulate or reverse engineer the Proprietary Information and shall take all necessary steps to prevent such disassembly, decompiling, manipulation or reverse engineering of the Proprietary Information. Under no circumstances shall Client sell, Services, publish, display, copy, distribute, or otherwise make available the Proprietary Information in any form or by any means, except as expressly permitted by this Agreement, including without limitation the transfer to a third party or, if not expressly prohibited by this Agreement, as allowed under the fair use provision of the Copyright Act, 17 U.S.C. § 107. Client will take all reasonable steps, in accordance with the best industry practices, to protect the security of the Proprietary Information and to prevent unauthorized use or disclosure. Client is responsible for all access to and use of the Proprietary Information by Client’s employees or agents or by means of Client’s equipment or Client’s Provider usernames and passwords, whether or not Client has knowledge of or authorizes such access or use.
- Consumer Privacy
- Client acknowledges that the Service, while comprised in part of data keyed in by the Client, describes information that may be deemed to be sensitive information by some consumers. It is the policy of Provider to respect the request of consumers to remove their name, mailing address, e-mail address or telephone number from use in solicitation. Client’s agreement to comply with this policy is an integral condition to Provider entering into this Agreement.
- Provider Warranties, Indemnification & Disclaimers
- Provider hereby represents and warrants that it has (a) qualified personnel, appropriate facilities and adequate resources in order to discharge the Services in a timely and efficient manner, and (b) the necessary experience required to perform the Services in a competent and professional manner. EXCEPT AS OTHERWISE STATED IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Provider NEITHER ASSURES NOR ASSUMES ANY LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF SERVICES. Provider DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS COMPLETE OR FREE FROM ERROR, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SERVICE, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE.
- Provider’s Limitation Of Liability
- Provider SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY LOSS, LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF Provider IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
- Client’s Indemnification
- Client agrees to indemnify, defend and hold Provider harmless from and against all third party claims, losses, liabilities, costs and expenses arising out of or related to the use of the Service by the Client, or attributable to Client’s breach of this Agreement, provided that Provider gives Client prompt written notice of any such claim.
- General Provisions
- Proprietary Marks. Neither party will use, or permit their respective employees, agents and subcontractors to use the trademarks, service marks, copyrighted material, logos, names, or any other proprietary designations of the other party, or the other party’s affiliates, whether registered or unregistered, without such other party’s prior written consent.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes any prior understanding or agreement, oral or written, relating to the Service. Any alterations to this agreement must be in writing and signed by both parties.
- Severability. If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
- Waiver; Modifications. No waiver by either party of any breach by the other party of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision hereof. No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing. No modifications of this Agreement shall be effective unless in writing and signed by both parties.
- Survival. The following sections shall survive expiration or termination of the Agreement and shall continue in full force and effect until fully satisfied: 3, 4, 6, 11, 12, 13, 14.
- Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A signature on a copy of this Agreement received by either party by facsimile or PDF is binding upon the other party as an original. The parties shall treat a photocopy of such facsimile as a duplicate original. If this Agreement is executed in counterparts, no signatory hereto shall be bound until all parties hereto have duly executed or caused to be dully executed a counterpart of this Agreement. The individuals signing below represent that they are duly authorized to do so by and on behalf of the party for whom they are signing.
- Governing Law and Forum; Attorneys’ Fees. The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of Ohio applicable to agreements executed and to be performed solely within such State. Any dispute arising hereunder shall be settled in a court of law in the County of Franklin, in the State of Ohio. Each of the parties agrees that it shall not seek a jury trial in any proceeding based upon or arising out of or otherwise related to this Agreement or any of the other documents and instruments contemplated hereby and each of the parties hereto waives any and all right to such jury trial. The prevailing party shall be awarded its reasonable attorney’s fees and costs in any lawsuit arising out of or related to this Agreement.
- Relationship of Parties. Neither party is nor shall be a partner, joint-venturer, agent or representative of the other party solely by virtue of this Agreement. Neither party has the right, power or authority to enter into any contract or incur any obligation, debt or liability on behalf of the other party.
- Uncontrollable Events. No party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond the reasonable control of such party. The time for performance of any act delayed by such causes shall be postponed for a period equal to the delay; provided, however, that the party so affected shall give prompt notice to the other party of such delay. The party so affected, however, shall use its best efforts to avoid or remove such causes of nonperformance and to complete performance of the act delayed, whenever such causes are removed.
- Assignment. Client may not assign or transfer this Agreement or any rights or obligations under this Agreement without the prior written consent of Provider, which shall not be unreasonably withheld.
- Notices. Any notice or other communication required or permitted under this Agreement shall be sufficiently given if delivered in person or sent by one of the following methods: (a) registered U.S. mail, return receipt requested (postage prepaid); (2) certified U.S. mail, return receipt requested (postage prepaid); or (3) commercially recognized overnight service with tracking capabilities. All notices must be sent to the address as shown on the signature page of this Agreement, or to such other address or number as shall be furnished in writing by any such party.
- Miscellaneous. Headings at the beginning of each section and subsection are solely for convenience and are not intended to be a part of this Agreement and shall have no effect upon the construction or interpretation of any part hereof. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine, and vice versa. This Agreement shall not be construed as if it had been prepared by either party, but rather as if it were jointly prepared. In the event that any action required by the parties hereto does not occur on a business day, the action shall be taken on the next succeeding business day thereafter. The parties hereto do not intend to confer any benefit hereunder on any person or entity other than the parties hereto and, therefore, there are no third party beneficiaries to this Agreement. The Addendums and related Appendices to this Agreement constitute integral parts of this Agreement and are hereby incorporated into this Agreement by this reference.
These days, most online searches are very specific, and may even be in the form of a question. In order for you to appear in the search results when someone types a very specific search into Google or other search engines, it is recommended that you optimize many web pages on your site for different variations of search phrases, rather than simply optimizing the whole site for a few keywords. This tactic is highly effective and can position your organization well in specific market niches.
Although we can optimize an entire site all at once, we find it more effective (and easier on your budget) to target three pages or posts on your site per month, monitoring the outcomes and the keyword popularity as time goes on. In many industries, people change the vocabulary they use as services and technology change. By gradually optimizing your website, we can measure our effectiveness and tweak our strategy to today’s market conditions. This also allows us to optimize the fresh content you are adding to your site, possibly in the form of new blog posts or new product offerings. If your site contains just a few pages, we recommend you add our blogging services to your package. If we run out of content to optimize, we will let you know and will then continue to provide all of the other services such as monitoring, security and backups. We are unable to fully provide on-page optimization services if there is not enough content to optimize.
Optimizing content on your site gradually, measuring the outcomes, tweaking the strategy, and reporting to you monthly costs $350/month for a minimum of six months.
If you are in business, you likely understand the difference between the ads that appear at the top of some search results, and the “natural” or organic results that appear below that.
Appearing in the organic results is a good long-term strategy, because once your site is performing well in search results on it’s own, it is likely to keep having good results for a long time, with minimal investment. (See On-Page Optimization Above.)
However, sometimes it makes sense to invest the money to create ads that make your business appear at the top of the search results. This works by bidding on the keyword your customer is using in their web search, then paying that amount if and when the customer clicks on your ad.
SiteInSight can manage pay-per-click advertising on Google and Facebook, and occasionally other platforms such as Yelp. Our fee covers the time we spent researching keywords, writing ads, employing best practices to improve the success of your ad campaigns, connecting your ads to online listings that can improve the usefulness and appeal of your ad (such as pulling your phone number, address and lines of service into your Google ad from your Google My Business listing, for example) and enacting the technical requirements for your ad to appear in the search results.
Our time is billed at $100/hour for this service, and averages $200 per month for a typical Google AdWords campaign. We define a “typical” AdWords campaign as:
- Targeting one defined geographic area, called an Ad Campaign. This could be the whole world or a single zip code.
- Targeting one to five products or services, called AdGroups, to advertise the core products or services of your business.
- Incorporating 10 to 25 keywords in each AdGroup, to target the search behaviors of your potential customers.
- Containing up to three ads for each AdGroup, each written to highlight different reasons a customer would choose your business.
- Adjustments and tweaking of keyword bids to improve your ad’s positioning within your budget.
- Edits to your website to improve the Quality Score of your ad, which improves its performance and lowers its cost per click.
- Incorporating Ad Extensions, which makes your ad larger and more useful by syncing with your business contact information. This is possible only if your Google My Business listing is verified and connected to the AdWords account.
It only takes one bad review from an unreasonable customer, a devious competitor, or someone you don’t even know, to ruin your online reputation. To insulate yourself against a bad review, or to combat one you already have, the only solution is to garner a lot of good reviews. This improves the average number of stars, and pushes the negative review to the bottom of the list. Gathering positive reviews isn’t as easy as it seems, especially on Google, where there is no specific link you can email to customers for them to leave a review.
Our system employs a well-developed technique to collect feedback from your customers, routing negative feedback privately to you, and following up with positive feedback to request reviews in a method that is simple for the customer. This results in many more positive online reviews on multiple review sites, and additionally provides the opportunity to address negative feedback BEFORE it turns into a public complaint.
Enrolling your customers in this system that gives them an opportunity to provide feedback, requests reviews from happy customers, and allows to you request referrals and provide discounts for repeat business, costs $300 per month for a minimum of six months.
We will create designs for the look-and-feel, layout and functionality of your web site. This contract includes one main design plus the opportunity for you to make up to two rounds of revisions. If you’re not happy with the designs at this stage, you will pay us in full for all of the work that we have produced until that point and you may either cancel this contract or continue to commission us to make further design revisions at the hourly rate set out in our original estimate.
HTML/CSS layout templates
If the project includes XHTML or HTML markup and CSS templates, we will develop these using valid HTML5 markup and CSS3 for styling. We will test all our markup and CSS in current versions of all major browsers including those made by Apple, Microsoft, and Mozilla. We will also test to ensure that pages will display visually in a similar, albeit not necessarily an identical way, in Microsoft Internet Explorer 7 for Windows as this browser is now past its sell-by date.
We will not test these templates in old or abandoned browsers, for example Microsoft Internet Explorer 5, 5.5 or 6 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. If you need to show the same or similar visual design to visitors using these older browsers, we will charge you at the daily rate set out in our original estimate for any necessary additional code and its testing.
Text content
We are not responsible for writing or inputting any text copy unless we specified it in the original estimate. We’ll be happy to help though, and in addition to the estimate we will charge you at $75 per 300-word page, including a free initial consultation, for copy writing or content input.
Photographs
If needed, you will supply us photographs either in digital or printed format. If you choose to buy stock photographs we can suggest vendors of stock photography, and additionally we will provide stock photography up to the budgeted amount specified in the website design estimate. Any time we spend searching for or taking appropriate photographs will be charged at $100 per hour, after a free initial consultation to determine if this is the best route to take.
Changes and revisions
We know from plenty of experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. We don’t want to limit either your options or your opportunities to change your mind.
The estimate/quotation prices at the beginning of this document are based on the number of days that we estimate we’ll need to accomplish everything that you have told us you want to achieve. If you do want to change your mind, add extra pages or templates or even add new functionality, that won’t be a problem. You will be charged the hourly rate set out in the estimate we gave you. Along the way we might ask you to put requests in writing so we can keep track of changes.
Online visibility, SEO, traffic
Making a website and publishing on the internet does not mean that anyone will show up to look at it. If you have a marketing plan to get your website noticed, great. If not, we are expert at search engine optimization (SEO) and digital marketing, and we would be happy to put together a plan for you, and engage in a monthly agreement with you for a minimum of six months to help your website gain traffic and show up better in web searches. Your website design project includes the usual minimum levels of SEO, such as telling the search bots to index your site, and structuring your content in a search-engine friendly way. An intensive, measurable effort to show up for specific keywords, or in the online map results, is not part of the web design project.
Technical support
You may already have professional web site hosting, or you might even manage that hosting in-house; if that’s the case, great. If you don’t manage your own web site hosting, we can set up an account for you at one of our preferred, third-party hosting providers. We will include the installation your site on this server, plus any statistics software such as Google Analytics.
After that, regular backups, software updates and security for the site are available for $34 per month, on a month-to-month basis. If you choose not to sign up for the $34/month maintenance, we are not responsible for hacking, viruses, or other degradation or failure of your site due to lack of updates and security measures.
SiteInSight, LLC will perform marketing and promotional services designed to boost Client’s social media and internet marketing presence as agreed. Such services will be completed in communication and cooperation with Client and are subject to Client’s reasonable approval.
Client will pay SiteInSight an initial set-up fee as well as a monthly fee as determined in the signed contract as long as this Agreement is in effect. Payments shall be preceded by an electronic invoice from SiteInSight, which Contractor shall then pay each invoice within ten days of its receipt by Customer.
SiteInSight reserves the right to cease work under this Agreement without notice should Client fail to make a payment within ten days of when such payment becomes due.
Moreover, SiteInSight reserves the right to impose a $5 per day late fee for each day payment hasn’t been received past the due date.
In furtherance of its obligations, SiteInSight is authorized by the Client to assume the identity of Client in all social media interactions on the internet including, but not limited to, status updates, blog posts, online forum discussions and message board posts, comments, and responses to user comments, and emails.
Facebook’s custom audiences feature enables SiteInSight to create a custom audience using consumer data such as email addresses and phone numbers. By signing a contract that allows SiteInSight to manage Facebook Ads, you acknowledge and give authority to SiteInSight. as your advertising agent, to disclose such data and use such data on your behalf.
Client agrees to provide SiteInSight access to all URLs, usernames, and passwords for all of its social media, and such may be provided either on paper or electronically.
SiteInSight shall exercise reasonable care with respect to the security of such.
Further, Client grants SiteInSight the right to access and use all accounts, usernames and passwords that SiteInSight deems beneficial to carrying out its obligations under this agreement.
SiteInSight will hold Client’s URLs, usernames, and passwords in confidence and will not share or sell this information to any third-party without Client’s express written consent.
Any and all materials, including but not limited to drafts, completed works, and conceptual renderings of any and all kinds produced by SiteInSight for or on behalf of Client and/or related to this agreement shall be the exclusive property of SiteInSight and are not considered to be “works for hire.”
Client disclaims all right, title, and interest in the same and agrees to cooperate in proving and documenting of SiteInSight’s rights.
During the engagement, Client may have access to SiteInSight’s drafts, ideas, concepts, and other property, both physical and intellectual, with regard to SiteInSight’s work under this agreement. Client agrees that it will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this agreement or at any time thereafter.
All papers, files, records, documents, letters, notes, emails, and similar items relating to this agreement prepared by SiteInSight shall remain the exclusive property of SiteInSight.
Contractor shall not retain any copies of the foregoing following the termination of this agreement without SiteInSight’s prior written permission.
SiteInSight shall be an independent contractor for Client.
This agreement shall not render SiteInSight an employee, partner, agent of, or joint venturer with Client for any purpose.
SiteInSight represents and warrants that the Services provided whether utilizing, including but not limited to, original works , works used with permission, and third-party tools and vendors, shall be performed in accordance with, and shall not violate, applicable laws, rules or regulations, and standards prevailing in the industry and SiteInSight shall obtain all permissions required to comply with such laws, rules, and regulations to the extent that such is necessary.
SiteInSight will perform all work for Client to the best of its ability, in cooperation and coordination with Client.
Client hereby indemnifies and holds SiteInSight harmless from any damages, claims, liabilities, and costs, including reasonable attorney’s fees, or losses of any kind or nature whatsoever which may in any way arise from or relate to the services performed for Client under this agreement.
Notwithstanding anything in this agreement to the Contrary, should SiteInSight be found liable to Client for any reason relating to this agreement in any way, SiteInSight’s liability shall be limited to $1,000. This is a material term of this Agreement, without which limitation of liability the fee charged for such services would necessarily be significantly higher than what is agreed-to hereunder.
The laws of the State of Ohio, exclusive of its choice of law rules, shall govern any dispute between Client and SiteInSight, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
Any and all disputes regarding between Client and SiteInSight shall be brought only in the Montgomery County, Ohio Court of Common Pleas or the United States District Court for the Southern District of Ohio.
No dispute between Client and SiteInSight may be heard in any other forum.
No amendment, change or modification of these Client Terms shall be valid unless in writing signed by both SiteInSight and Client.
These Client Terms, in conjunction with the Cancellation Policy, govern the relationship between SiteInSight and Client with regard to the work to be performed for the agreed-upon fees, and such Client Terms and Cancellation Policy supersede any and all prior agreements, understandings, and representations.
If any provision of these Client Terms or Cancellation Policy, or any portion thereof, is held to be invalid and unenforceable, then the remainder of these Client Terms and Cancellation Policy shall nevertheless remain in full force and effect.
The initial term of this agreement is 180 days and automatically renews for successive 180-day terms unless either party gives notice of non-renewal of the agreement at least 60 days prior to the expiration of the then-current term.
Termination For Breach
In the event that Client fails to make any payment under this agreement in a timely manner, SiteInSight may, at its own discretion, elect to discontinue work under the agreement immediately. In such an event, Client shall be responsible for any and all amounts owed for work completed by SiteInSight.
Should SiteInSight elect to continue work under this agreement despite non-payment, such continued work shall not be deemed a waiver of its rights under this provision and, until all past-due payments are made in full, SiteInSight may at any time exercise its discretion to terminate the agreement immediately.
Termination Without Fault
In addition to termination for non-payment, either party may terminate this agreement for any reason, but only upon providing 60-days’ notice of termination to the other party unless alternative terms are agreed to in writing signed by both parties.