Agreement Terms for Website Design, SEO, PPC Management, and Maintenance

Agreement Terms for Website Design, Search Engine Optimization (SEO), Pay-Per-Click Management (PPC), and Maintenance services 1. Authorization CLIENT is engaging TEEL MEDIA, as an independent contractor for the purpose of developing, marketing, advertising and/or maintaining a website. The CLIENT hereby authorizes TEEL MEDIA to access their ISP account so as to be able to access their web server. The CLIENT also authorizes TEEL MEDIA to publicize their website. 2. Fees and Payment. All services agreed to in this agreement, shall be sold for the price specified in a separate quotation. Payment shall be by cash, check, money order, credit card, or Paypal, in US dollars, and made payable to “Teel Media”. Website design services require that 50% of the cost be paid upfront with the remaining 50% paid upon completion. Search Engine Optimization (SEO) services require full upfront payment. Pay-Per-Click management and hosting services require a credit card to setup recurring billing. PPC services are billed monthly and you can cancel at anytime. Hosting services are billed bi-annually. 3. SEO Services and Campaign Period Details of what is included with the SEO packages offered by TEEL MEDIA are specified in a seperate document. All SEO packages, other than the “Intro” package, include a 6-month promotion campaign. During this 6-month period TEEL MEDIA will monitor your website traffic and will use this data to drive more traffic to your website and to convert more website visitors to buyers. During this period TEEL MEDIA will require full access to CLIENT server and website in order to make modification on an ongoing basis. TEEL MEDIA is permitted to make additions to CLIENT’s website “Links” page indefinitely unless written notice from CLIENT is received cancelling this right. CLIENT may elect at any time to remove links added by TEEL MEDIA. Custom packages with different campaign periods are available upon request. 4. PPC Management and Campaign Period TEEL MEDIA will manage CLIENT keyword campaigns constantly monitoring their success rate in order to provide CLIENT with largest Return-On-Investment. During this period TEEL MEDIA will require full access to CLIENT server and website in order to make modification on an ongoing basis. A setup fee for creating the new advertising campaign(s) is due as specified on quotation. There is an additional setup fee as specified on the quotation for setting up conversion tracking which is absolutely essential to optimizing your advertising. Along with the setup fees the first month's payment is due upfront. Initial billing is submitted upon the completion of the signup process, at which point recurring billing is initiated using the same credit card used for signup. All future billings will be submitted on the original signup date in all future months. You can cancel at any time. Prices are subject to change; however, you will be notified within 30 days notice, via your supplied contact email address, of any such changes before they go into effect, and you will be given the opportunity to cancel your subscription should you so wish. 5. Completion Date (Website Design projects only) TEEL MEDIA and the CLIENT must work together to complete the project in a timely manner. Much of this depends on receiving the appropriate images and text from the CLIENT. We agree to work expeditiously to complete the website in a professional and timely fashion. 6. Additional Expenses (Website Design projects only) Client agrees to reimburse TEEL MEDIA for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography, etc. 7. Additional Services Any revisions, additions or redesign CLIENT wishes TEEL MEDIA to perform not originally specified shall be considered "additional" and will require separate payment. 8. Copyrights and Trademarks. The CLIENT represents to TEEL MEDIA and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to TEEL MEDIA for inclusion in Web pages are owned by the CLIENT, or that the CLIENT has permission from the rightful owner to use each of these elements. 9. Copyright to Web Pages (Website Design projects only) Copyright to the assembled work of Web pages produced by TEEL MEDIA is owned by TEEL MEDIA. Upon final payment of this agreement, ownership of the assembled pages is transferred to CLIENT. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the CLIENT, and remain the property of their respective owners. TEEL MEDIA and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. TEEL MEDIA is permitted to manage CLIENT’s website “Links” page indefinitely unless written notice from CLIENT is received cancelling this privaledge. CLIENT may elect at any time to remove any links added by TEEL MEDIA. 10. Authorship Credit TEEL MEDIA may include a link on the bottom of CLIENT’s website establishing authorship credit. This byline is upon agreement by both CLIENT and TEEL MEDIA and must be removed at any time upon written request by TEEL MEDIA. 11. Non-Disclosure TEEL MEDIA, its employees and subcontractors agree that, except as directed by Client, it will not at any time during or after the term of this agreement disclose any Confidential Information to any person whatsoever. 12. Search Engine(s) Disclaimers TEEL MEDIA has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. Client site may be excluded from any directory at any time at the sole discretion of the search engine or directory. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, TEEL MEDIA does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase or search term. Some search engines and directories may take as long as 2 to 4 months, and in some cases longer, before SEO improvements have an effect on ranking 13. Cancellation All services except website design can be cancelled at any time. In the event that a website design project is postponed or cancelled at the request of the CLIENT by registered letter, TEEL MEDIA shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this agreement. If additional payment is due, this shall be payable within thirty days of the Client’s notification to stop work. In the event of cancellation, the Client shall also pay any expenses incurred by TEEL MEDIA. TEEL MEDIA shall own all rights to the Work until all bills due are paid in full. The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment. 14. Termination TEEL MEDIA reserves the right to terminate or deny service. TEEL MEDIA will not work on projects that are deemed inappropriate or unethetical. TEEL MEDIA is permitted to cancel this agreement within 15 days by written notice if project is deemed inappropriate or a conflict of interest. Work already completed shall be billed at the hourly rate of $50.00 and deducted from the initial payment with any remaining amount being fully refunded to CLIENT. If the work that has been completed is beyond the amount covered in the initial payment, the CLIENT shall be liable to pay for all work completed at the hourly rate of $50.00. 15. Refund Policy If the CLIENT applies by a registered letter for a refund within 15 days of signing this agreement, work already completed shall be billed at the hourly rate of $50.00 and deducted from the initial payment. If the work that has been completed is beyond the amount covered in the initial payment, the CLIENT shall be liable to pay for all work completed at the hourly rate of $50.00. 16. Payment of Fees Invoices are due upon receipt. Delinquent bills will be assessed a $15.00 charge if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added for each month of delinquency. TEEL MEDIA reserves the right to remove Web pages from viewing on the Internet until final payment is made. In case collection proves necessary, the CLIENT agrees to pay all fees incurred by that process. 17. Website Hosting Terms For agreement terms specific to our website hosting services please see seperate hosting agreement below. 18. Entire Understanding. This agreement, along with the seperate web hosting agreement, constitutes the sole agreement between TEEL MEDIA and CLIENT regarding its web services. This agreement shall be governed and construed in accordance with the laws of the State of Hawaii. The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.

Website Hosting Agreement Terms

Website Hosting Agreement Terms 1. User Conduct TEEL MEDIA servers may only be used for lawful purposes. Any use of these services which violates any local, state, federal, or international laws is strictly prohibited. While using the service, CLIENT may not: a. Restrict or inhibit any other user from using and enjoying the Internet; b. Post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, offensive, indecent, pornographic, profane, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, federal or international law, including without limitation the U.S. export control laws and regulations, and laws protecting intellectual property including copyright, trademark, trade secret, misappropriation and anti-dilution laws; c. Post, publish, transmit, reproduce or distribute any information or software which contains a virus or other harmful component; d. Post, publish, transmit, reproduce, distribute or in any way exploit any information, software, or other material obtained through the service for commercial purposes (other than as expressly permitted by the provider of such information, software, or other material) 2. Indemnification CLIENT agrees to indemnify, defend, and hold harmless TEEL MEDIA from any and all liability, penalties, losses, damages, costs, expenses, attorneys' fees, causes of action or claims caused by or resulting indirectly from CLIENT use of the service which damages either CLIENT, TEEL MEDIA, or any other party or parties without limitation or exception. This indemnification and hold harmless agreement extends to all issues associated with CLIENT’s account, including but not limited to website hosting and domain name purchase. 3. Refusal or discontinuance of service TEEL MEDIA may deny access to all or part of the service without notice if CLIENT engages in any conduct or activities that TEEL MEDIA believes violates any of the terms and conditions in this agreement. TEEL MEDIA shall have no responsibility to notify any third-party providers of services, merchandise, or information, nor any responsibility for any consequences resulting from such discontinuance or lack of notification. TEEL MEDIA reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this agreement. 4. No Warranties CLIENT understands that by placing information on TEEL MEDIA's servers that such information becomes available to all Internet users and that TEEL MEDIA has no way of limiting or restricting access to such information or protecting such information from copyright infringement. CLIENT assumes total responsibility and risk for use of TEEL MEDIA's servers and the Internet. It is solely CLIENT’s responsibility to evaluate the accuracy, completeness, and usefulness of all opinions, advice, services and other information, and the quality and merchantability of all merchandise provided through TEEL MEDIA or on the Internet generally. 5. ECPA Notice CLIENT agrees that TEEL MEDIA is not considered a "secure communications medium" for the purposes of the ECPA, and that no expectation of privacy is afforded. 6. No interference with operator of service CLIENT agrees not to maliciously or intentionally interfere with the proper operation of the system, including but not limited to defeating identification procedures, obtaining access beyond that which CLIENT is authorized for, and impairing the availability, reliability, or quality of service for other customers. CLIENT further agrees not to interfere with the proper operation of other systems reachable through the Internet, including any attempt at unauthorized access. 7. Security CLIENT agrees that the security of the account is solely CLIENT’s own responsibility. CLIENT agrees that if any security violations are believed to have occurred in association with said account, TEEL MEDIA has the right to suspend access to the account pending an investigation and resolution. CLIENT also agrees that TEEL MEDIA has the right to cooperate in any government or legal investigation regarding any aspect of our services, including services sold to CLIENT. Any use of our system to engage in software piracy or other violations of law will result in account suspension and be immediately reported to the appropriate authorities. 8. Backup of data CLIENT’s use of the service is at CLIENT’s sole risk. TEEL MEDIA is not responsible for files and data residing on CLIENT account. CLIENT agrees to take full responsibility for files and data transferred and to maintain all appropriate backup of files and data stored on TEEL MEDIA servers. 9. Transmittal of materials CLIENT agrees not to transmit unsolicited or prohibited advertising or other harassing or illegal materials through electronic mail, Usenet postings, or other Internet media. The use of TEEL MEDIA servers for unsolicited mass mailings, postings, or other activities considered an annoyance to others, commonly referred to as "spamming" is strictly prohibited and may cause services to be terminated immediately and without warning and CLIENT will be held fully responsible for any damages to CLIENT, TEEL MEDIA, or any other party or parties resulting from any such conduct.