Customer understands, acknowledges and agrees that:
- Green Web Marketing has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Customer’s website(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Green Web Marketing will resubmit those pages that have been dropped from the index.
- Some search engines and directories may take as long as two (2) to four (4) months, and in some cases, longer, after submission to list Customer’s website(s). Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often, listings will “reappear” without any additional submissions. Should the listing not reappear, Green Web Marketing will resubmit the website(s) based on the current policies of the search engine or directory in question.
- Some search engines and directories offer expedited listing services for a fee. Green Web Marketing encourages Customer to take advantage of these expedited services. Customer is responsible for all expedited service fees.
Web Site Changes
Green Web Marketing is not responsible for changes made to Customer’s website(s) by other parties that adversely affect the search engine or directory rankings of Customer’s website(s).
Additional Services
Additional services not listed herein will be provided for a fee of $100.00 per hour. Green Web Marketing is not responsible for developing new content or writing new copy for Customer. Customer will be charged an additional fee for writing content, based on the hourly rate of $100.00 per hour.
Indemnification
Customer shall indemnify and hold harmless Green Web Marketing (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Green Web Marketing as a result of any claim, judgement, or adjudication against Green Web Marketing related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Green Web Marketing (the “Customer Content”), or (b) a claim that Green Web Marketing’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, Green Web Marketing must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in the defence and all related negotiations.
Limited Liability
In no event shall GWM be liable to Customer for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, damage, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. GWM makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties. Client is responsible for performing regular backup on their website and GWM is not responsible for any damages to the website, website not working or website getting hacked.
Disclaimer of All Other Warranties
The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Limited Liability
In no event shall Green Web Marketing be liable to customer for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. Green Web Marketing makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.
Customer Representations
Customer makes the following representations and warranties for the benefit of Green Web Marketing:
- Customer represents to Green Web Marketing and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Green Web Marketing are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Green Web Marketing and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.
- Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Green Web Marketing for inclusion on the website above are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Green Web Marketing and its subcontractors from any liability or suit arising from the use of such elements.
- From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Green Web Marketing and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.
Confidentiality
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Green Web Marketing and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
Non-Solicitation
The Client understands and agrees that any attempt on the part of the Client to interfere with the Company’s relationship with its employees or other contractors and subcontractors would be harmful and damaging to the Company. The Client agrees that during the Client’s term of engagement with the Company, and for a period of five (5) years after the end of that term, the Client will not in any way, directly or indirectly:
- Induce or attempt to induce any GWM’s stakeholders, employees, contractors and subcontractors to quit employment or retainer with the Company;
- Otherwise interfere with or disrupt the Company’s relationship with its stakeholders, employees, subcontractors, contractors and Clients;
- Discuss employment opportunities or provide information about competitive employment to any of the Company’s stakeholders, contractors, employees and subcontractors; or
- Solicit, entice, or hire away any of the stakeholders, contractors, employees and subcontractors of the Company for the purpose of an employment opportunity that is in competition or not in competition with the Company.
Force Majeure
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimise the impact of the event.
Relationship of Parties
Green Web Marketing, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Customer does not undertake by this Agreement, or otherwise, to perform any obligation of Green Web Marketing, whether by regulation or contract. In no way is Green Web Marketing to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement not withstanding.
Agreement Binding on Successors
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
Assignability
Customer may not assign this Agreement or the rights and obligations there under to any third party without the prior express written approval of Green Web Marketing. Green Web Marketing reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
Waiver
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
No Inference Against Author
No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
Disputes
Customer and Green Web Marketing agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation.
Read and Understood
Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
