Detailed Terms and Conditions
Detailed Terms & Conditions
Engagement. Customer, by its execution hereof, engages MarkUBiz as an independent consultant to perform the services outlined in the Proposal, which is incorporated herein. These Terms and Conditions, together with the terms and provisions contained in the Proposal, are hereinafter referred to collectively as the “Agreement.”
Term. This Agreement and the prices quoted herein are good for 30 days from the initial date set forth in the proposal. This Agreement shall become effective on the date accepted by MarkUBiz and shall continue for Four Months (120 days). Thereafter, this Agreement shall continue on a month-to-month basis until terminated by either party hereto. This Agreement may be terminated at any time by MarkUBiz if: (i) Customer fails to pay any fees as and when due hereunder; or (ii) Customer ceases to cooperate with MarkUBiz or otherwise interferes with MarkUBiz’s ability to perform the services contracted hereunder; or (iii) MarkUBiz discovers that Customer is utilizing Customer’s website for any purpose that violates federal, state or local law. Customer may cancel at any time after the first 120 days by providing a 30-day written notice. Upon cancellation, MarkUBiz will immediately bill Customer’s account one time to compensate MarkUBiz for services already in progress and to cover the costs necessary to complete the various activities required to turn the accounts over to Customer.
Fees and Payments. During the Term, Customer agrees to pay in full when due the monthly fees for the service selected by Customer. The first monthly fee shall be due upon acceptance of this Agreement by MarkUBiz. All subsequent monthly fees under this Agreement shall be due on the same calendar day of each successive month (i.e., if the Agreement is accepted on May 10, subsequent monthly fees payments shall be due on June 10, July 10, etc.). Customer acknowledges and agrees that any fee not paid within ten (10) days after its due date shall bear a Fifty dollar ($50.00) Late Fee. Thereafter, a Late Fee of fifty dollars ($50.00) shall accrue for each 30 days past the due date day until paid. All paid fees are nonrefundable. MarkUBiz reserves the right, at any time and from time to time, to increase the monthly fees and other fees charged by MarkUBiz. for the services provided hereunder upon thirty (30) days’ prior notice to Customer.General Changes. Unless otherwise provided in the Proposal, Customer is allowed to make three design changes to the initial website design as part of this agreement. If Customer requests additional changes to the design beyond the three permitted changes, Customer shall pay additional charges for such changes, at MarkUBiz’s standard hourly rate of $97.00 per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any contract price or ﬁnal price identified therein. For website copy, MarkUBiz stipulates a number of pages that we will write copy for as stipulated in the proposal. For all other content provided outside the scope of work, MarkUBiz will make minor edits to the copy for readability and optimization. If customer wants to rework more than thirty (30%) of the copy that customer provided once it is on the website, customer will be charged standard hourly rates for making the additional adjustments..
General Changes. Unless otherwise provided in the Proposal, Customer is allowed to make three design changes to the initial website design as part of this agreement. If Customer requests additional changes to the design beyond the three permitted changes, Customer shall pay additional charges for such changes, at MarkUBiz’s Preferred Hourly Rate noted herein. Such charges shall be in addition to all other amounts payable under the Proposal, despite any contract price or ﬁnal price identified therein. The number of website pages for which MarkUBiz agrees to write copy is stipulated in the proposal, and if not, then it will be as needed to develop the website. For all other website content provided outside the scope of work, MarkUBiz will make minor edits to the copy for readability and optimization. If customer wants to rework more than thirty (30%) of the copy that customer provided once it is on the website, customer will be charged MarkUBiz’s Preferred Hourly Rates for making the additional adjustments.
Substantive Changes. If Customer requests or instructs Changes that amount to a revision that would require MarkUBiz to give time of approximately or in excess of fifty percent ( 50%) of the time required to produce the Initial Deliverables set forth in the Proposal, and/or shall cost approximately or in excess of fifty percent (50%) of the value or scope of the Services set forth in the Proposal, MarkUBiz shall be entitled to submit a new and separate Proposal to Customer for written approval. Work shall not begin on the revised services until a fully signed new Proposal is received by MarkUBiz and, if required, any additional retainer fees are received by MarkUBiz.
Account Ownership. Customer’s domain name, social media accounts and anything else set up or created by MarkUBiz under this Agreement shall belong to the Customer. However, during the Term of this Agreement, MarkUBiz may restrict Customer’s access to certain items to protect the Customer from additional fees that may be incurred to repair any damages that could be made Customer. If, at MarkUBiz’s sole discretion, access is provided and any repairs become necessary as a result of Customer’s actions, Customer will be charged MarkUBiz’s Preferred Hourly Rate for all work required to make such repairs.
Timing. MarkUBiz will prioritize performance of the Services as may be necessary or as identiﬁed in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identiﬁed in the Proposal. Customer agrees to review Deliverables within the time identiﬁed for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufﬁcient to identify the Customer’s concerns, objections or corrections to MarkUBiz. MarkUBiz shall be entitled to request written clariﬁcation of any concern, objection or correction.
Customer acknowledges and agrees that MarkUBiz’s ability to meet any and all schedules is entirely dependent upon Customer’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Customer’s performance or Changes in the Services or Deliverables requested by Customer may delay delivery of the Deliverables. Any such delay caused by Customer shall not constitute a breach of any term or condition by MarkUBiz nor shall it constitute a breach of MarkUBiz’s obligations under this Agreement.
Customer Authorization. During the term of this agreement, Customer authorizes MarkUBiz for the duration of this agreement to (i) access without limitation Customer’s website to analyze its content and structure; (ii) to alter Customer’s website as necessary or desirable in MarkUBiz’s sole and absolute discretion for purposes of search engine optimization, and for any other purpose agreed to by Customer and MarkUBiz; (iii) upload such pages and content to the Customer’s website as MarkUBiz deems appropriate in its sole and absolute discretion for purposes of search engine optimization; (iv) make use of all of Customer’s logos, trademarks, copyrights, website images and similar items to create informational pages and for other uses deemed necessary by MarkUBiz to provide the services subscribed for hereunder; and (v) communicate with third parties as MarkUBiz deems necessary in its sole discretion to perform MarkUBiz’s services hereunder, including but not limited to Customer’s web designer.
Customer Consent to Installation of Telephone Tracking Number . Customer consents to the placement of a telephone tracking number on Customer’s website , and further consents to the recording of all telephone calls that are routed through the telephone tracking number. Customer understands that the telephone tracking number will remain on the Customer’s website throughout the Term of this Agreement.
Hosting and Email Management. Customer understands that during the Term of this Agreement, MarkUBiz will host Customer’s website and up to 10 email addresses on MarkUBiz’s server. MarkUBiz will not manage a website on customer’s server without prior written consent by MarkUBiz. If Customer wishes MarkUBiz to host in excess of 10 email addresses, MarkUBiz will bill Customer $8.00 for every additional 5 addresses over and above the 10 included email addresses. The number of email addresses used by Customer will be audited quarterly and billing shall be adjusted as necessary. MarkUBiz shall provide setup tutorials for both desktop and smart devices. MarkUBiz will bill Customer $79.00 per event for each request for additional setup assistance beyond that provided for in this provision.
Domain name and hosting related issues during setup that require research and troubleshooting will be billed a minimum of $145, and hourly at preferred hourly rates if the research and troubleshooting is extensive . The customer will be notified prior to starting work if the issues are considered extensive.
Upon termination of this Agreement, Customer shall have thirty (30) days from the effective date of termination to move its website to another website host. If Customer has not moved its website to another host, by the end of such thirty (30) day period, MarkUBiz shall have the authority and right, without notice to or the consent of Customer, to provide a backup to Customer and then remove Customer’s website from MarkUBiz’s server, with no liability to MarkUBiz for such removal, regardless of whether any possible damages to Customer are known or unknown by MarkUBiz.
Customer acknowledges and agrees that upon the termination of this Agreement, it has three options for transition of its website and email addresses, as follows:
1. MarkUBiz will provide customer access to their CPanel to enable Customer to move the website and email addresses.
2. Customer can contract with MarkUBiz’s recommended provider, IT4Hire, to implement Customer’s website with a hosting provider of Customer’s choice.
3. If Customer has an IT provider that understands how to transition the website, MarkUBiz will provide a cPanel Access to the IT provider for 30 days at no additional charge.
Additionally, your domain will be released and an EPP code provide. These codes do expire. So, take immediate action.
Additional Work. Any work requested outside this proposal’s scope of services will be billed hourly at these preferred rates:
– Strategic Planning Sessions – $225.00 per hour (posted hourly rate is $275 per hour)
– Project Management & Strategy Sessions – $145.00 per hour (posted hourly rate is $175 per hour)
– Senior Technician – $95.00 per hour (posted hourly rate is $125 per hour)
– Junior Technician – $75.00 per hour (posted hourly rate is $100 per hour)
Exclusivity. If a customer spends more than $5,000 per month with MarkUBiz on online marketing services, not including advertising spend, they may request exclusive representation by MarkUBiz in Customer’s geographic area or for Customer’s main target keywords.
Customer Acknowledgments. Customer makes the following acknowledgments: (i) that MarkUBiz cannot control or exert influence over the policies or operations of any search engine companies or any other third parties regarding the content of the sites that are accepted by the search engine companies or other third parties; (ii) that MarkUBiz will not be responsible for any changes or alterations to Customer’s website made by Customer or any third parties that negatively impact the rankings or visibility of Customer’s website; (iii) that because the results of the services to be provided by MarkUBiz hereunder depend upon a number of factors outside of MarkUBiz’s control, MarkUBiz cannot guarantee the results of its services to Customer; (iv) that because the utilization of certain keywords and key phrases are very competitive, and because search engines are constantly changing search engine ranking algorithms, MarkUBiz cannot guarantee that Customer’s website will achieve the highest search result position in any search engine or consistent search result positions in the top rankings; (v) that certain search engine companies may affect the rankings of new and/or unproven companies (for example, “sandboxing”); (vi) that search engines will, from time to time, drop listings without specific causes; and (vii) that while MarkUBiz shall use commercially reasonable diligence to promptly submit and/or effect a change in rankings of Customer’s website, some search engines may take several months or longer to list and/or effect a change in rankings.
Force Majeure. MarkUBiz shall not be liable for, nor considered to be in breach under this Agreement due to, delay or failure to perform under this Agreement as a consequence of any conditions that are beyond MarkUBiz’s reasonable control after exercising commercially reasonable efforts.
DISCLAIMERS OF LIABILITY. IN ADDITION TO ANY DISCLAIMERS OF LIABILITY FOUND ELSEWHERE IN THESE TERMS AND CONDITIONS, MARKUBIZ SHALL NOT BE LIABLE TO CUSTOMER FOR INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, LOST PROFITS, WHETHER FORESEEABLE OR BASED ON BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY OR NEGLIGENCE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED IN THIS AGREEMENT. MARKUBIZ MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR THIRD PARTY CONTENT OF, OR SOFTWARE, EQUIPMENT OR HARDWARE OBTAINED FROM, ANY THIRD PARTIES.
MarkUBiz will not be responsible for results due to any alterations or overwrites made to a website by another party, as Customer understands that this can adversely affect the search engine rankings of Customer’s website(s), nor for the effect of Customer linking to any particular websites without the prior consultation and approval of MarkUBiz.
Customer Representations and Warranties;
Indemnity. Customer represents and warrants to MarkUBiz the following: (i) that Customer owns the URL listed; and (ii) that Customer owns or has the absolute and unrestricted right to use and to grant to MarkUBiz the right to use all graphics, photos, designs, intellectual property and artwork, and any element or elements thereof, that Customer furnishes to MarkUBiz. Customer indemnifies and holds harmless MarkUBiz and MarkUBiz’s owners, officers, directors and employees from and against any and all liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees and costs incurred at trial, appeal or other legal proceeding) arising out of or with respect to any breach by Customer of any of the foregoing representations and warranties, or the breach of any representations and warranties contained elsewhere in this Agreement, and/or the failure by Customer to comply with any covenant of Customer contained in this Agreement. If Customer is a company, the individual signing this Agreement represents and warrants that the execution of this Agreement has been authorized by all necessary action of the Customer, and that the undersigned has full authority to sign on behalf of and bind the Customer hereunder.
Governing Law/Arbitration. This Agreement shall be governed by and under the laws of the State of Nevada, without regard to conflict of laws principles. Any controversy or claim arising out of or under, or relating to, this Agreement, including but not limited to authority to sign this Agreement, contract formation issues, fraud or the breach of any provision hereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, in any arbitration hereunder, the arbitrator shall have no authority to award any relief outside the scope of all disclaimers stated in this Agreement. All arbitration proceedings brought hereunder shall be located exclusively in Washoe County, Nevada.
Miscellaneous. This Agreement may not be assigned by Customer without the prior written consent of MarkUBiz which may be withheld or denied by MarkUBiz in its sole and absolute discretion. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. Each party in any suit, action or proceeding (including, but not limited to, an arbitration proceeding) arising out of or in connection with this Agreement, shall be responsible for their own attorneys’ fees, and costs incurred by it in connection therewith. Any failure by MarkUBiz to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. All previous communications about the subject matter of this agreement, either oral or written, are hereby abrogated and withdrawn, and this agreement constitutes the entire agreement between Customer and MarkUBiz with regard to the subject matter hereof. No terms, conditions, understandings, or agreements purporting to modify or vary the terms of this document shall be binding unless hereafter made in writing and signed by both Customer and MarkUBiz. There are no third party beneficiaries of or to this Agreement or any of the provisions hereunder. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Any signature to this Agreement that is transmitted by fax or email transmission shall be considered an original signature for all purposes. It is the intent of the parties hereto that all provisions of this Agreement shall be enforced to the fullest extent possible. Accordingly, if any arbitrator or judge determines that the scope and/or operation of any provision of this Agreement are too broad to be enforced as written, the parties hereto intend that the arbitrator should reform such provision to the minimum extent necessary to render such provision enforceable. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then such provision shall be fully severable, and this Agreement shall be construed and enforced as if such provision was never a part of this Agreement. The rule of construction that an ambiguity in a contract will be construed against the drafter is hereby waived by both parties hereto.
By signing this Agreement provided, Customer acknowledges and affirms that Customer has read and fully understands the Detailed Terms and Conditions of Service.