When you purchase a service, that is a recurring monthly contract. You agree to the following terms: (Terms for Google Business Profile Action Program are further down this page)or you can visit this page on our website
This contract for Services by and between Shelley's Social Media, LLC ("We" or "Contractor" or "Business") and
("You" or "Client" or "Recipient")
Client shall make all payments to Shelley's Social Media, LLC. Client shall pay Contractor a one-time set up fee (amount depending on the plan Client chooses) + 2.9% + $.30 payment processing fee . Upon Contractor’s receipt of Client’s files, and upon Contractor gaining access to Client’s website, Contractor will invoice Client at the email address provided by Client and begin to provide the monthly services selected by Client. The date of the first invoice will become the monthly due date for all future monthly invoices.
Contractor will email all invoices.
Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information developed in whole or in part by Shelley's Social Media, LLC, in connection with the Services (collectively the "Work Product") will be the exclusive property of Client. Upon request and provided that Client is not in default pursuant to this Contract, Shelley's Social Media, LLC, will execute all documents necessary to confirm or perfect the sole ownership of Client, to the Work Product within a reasonable period.
Contractor, and its employees, and agents, will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Contractor, or divulge, disclose, or communicate in any manner, any information provided to Contractor that is proprietary to Client and will protect such information and treat it as strictly confidential. This provision will survive termination of this Contract. Any oral or written waiver by Client of these confidentiality obligations that allow Contractor to disclose Client confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party. Contractor will return to Client all records, notes, documentation, and other items used, made, or owned by Contractor during the term of this Contract upon Client's request.
Contractor possesses the expertise, knowledge, and experience needed to render the said Services. Client acknowledges that search engine Aagorithms change regularly and it may affect the rankings of the Client’s website. Client acknowledges that the Contractor is not responsible for any event which is out of the scope and responsibility of the Contractor to control or avoid. Client acknowledges that Contractor, in the performance of the Services, may engage
subcontractors (“Subcontractors”) from time to time to provide certain SEO services. Contractor shall perform the Services in a good and workmanlike manner in accordance with industry standards. In the event Client is dissatisfied with the Services, Client shall provide written notice thereof to Contractor. Upon receipt of notice, Contractor shall in good faith promptly work with Client to resolve any failure to provide services or misunderstanding with respect to Client expectations and Contractor’s Service obligations.
Client warrants that it is the owner or has the authority to provide to Contractor all materials provided by Client to be used by Contractor in the performance of the Services. Client shall indemnify, defend, and hold harmless Contractor, its employees, and agents from and against any and all costs, liabilities, losses, fines and expenses (including without limitation reasonable attorneys’ fees and costs of defense) associated with any third-party claim, suit, action or proceeding brought against Contractor, its employees and/or agents, arising out of or relating to allegations that materials provided to Contractor by or on behalf of Client violates, misappropriates or infringes a third-party’s intellectual property rights or violates any applicable law or regulation.
Client acknowledges and agrees that the responsibility of acquiring and implementing tools for managing, storing, backing up, and securing data is with the owner of such data. Furthermore, Client acknowledges and agrees that despite every effort by Client and Contract to minimize risk, there remains a risk that Client’s data may be accessed, modified, damaged, lost, deleted, misappropriated, or compromised by willful attack or otherwise and perhaps not be recoverable (“Data Event”). To that end, in the event of any Data Event, Client acknowledges and agrees that Contractor will have no liability to you related to any such Data Event, but will endeavor to assist Client in the recovery and restoration of such data at Client’s cost. Client acknowledges and agrees that it is advisable for Client to back up all data on Client’s computer equipment that Client deems necessary prior to Contractor providing Services, and on a regular basis thereafter. Client acknowledges that such back up procedures should be performed on at least a daily basis.
Contractor does not promise specific website traffic numbers or first-page search engine rankings for specific keywords due to the dynamic nature of SEO. Contractor has no claim or control over the policies of search engines. Client acknowledges that Contractor is not responsible for the exclusion of the Client's website from any directories or search engines and that, from time to time, search engines drop listings for no apparent reason. Contractor is not responsible for such dropped listings of the Client's website.
If you fail to pay any part of a payment or any other sum to Contractor by the due date thereof you agree to pay Contractor a late fee of 5% of the overdue amount plus accrued interest on the late payment from the due date until paid, at a rate equal to the lesser of 1.5% per month or the highest legal rate permitted.
If you fail to pay any amount herein when it is due, or fail to timely perform any other obligation as required herein, or if you suspend business, become insolvent, enter into or petition for a
creditors’ arrangement, or if a receiver is appointed for any of your property, you will then be in default pursuant to this Contract. Upon default, Contractor shall have the right to exercise any one or more of the following remedies: (a) refuse to continue to provide Services, or (b) furnish Services only after being paid in advance for such Services, at the price and rate then regularly charged by Contractor for such Services. Contractor shall have the right, but not the obligation, to elect that the entire balance of the fees and charges called for under this Contract be accelerated and immediately due and payable (“Accelerated
Payment”). All rights and remedies of Contractor are cumulative and in addition to every other right and remedy available to Contractor. In addition to the Accelerated Payment and all other amounts, you agree to pay all reasonable attorneys’ fees, costs and expenses incurred by Contractor arising from your default. You hereby agree not to exercise all existing and future claims and offsets against any Payments due hereunder, and agree to pay all amounts due hereunder regardless of any such claims or offsets. No covenant or condition of this Contract can be waived without Contractor’s written consent. Forbearance or indulgence by Contractor does not constitute a waiver of your obligation to perform pursuant to this Contract.
If the performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party is unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, pandemics, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within a party’s reasonable control if committed, omitted, or caused by such party or its employees, officers, agents, or affiliates.
OUR PAYMENT AMOUNTS TO CONTRACTOR HEREUNDER REFLECT THE ALLOCATION OF RISK AND LIMITATION OF LIABILITY CONTAINED IN THIS AGREEMENT. IN NO EVENT WILL CONTRACTOR, ITS EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. NOR WILL CONTRACTOR, ITS EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES, LIABILITY, CLAIM, LOSS, OR EXPENSE OF ANY KIND CAUSED DIRECTLY OR INDIRECTLY BY SEARCH ENGINE ALGORITHM, SOFTWARE, DATA BREACH, OR DATA RETRIEVAL, BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY. IN NO EVENT WILL CONTRACTOR’S AGGREGATE LIABILITY TO YOU, PURSUANT TO OR ARISING FROM THIS AGREEMENT, WHETHER THE CLAIM(S) IS/ARE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, OR PURSUANT TO ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE PAYMENTS MADE BY YOU TO CONTRACTOR PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO CONTRACTOR’S RECEIPT OF YOUR CLAIM. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
This Contract and all exhibits, addendums, and schedules attached herto, which You acknowledge You have read, constitutes the entire agreement of the parties.
There are no other promises or conditions in any additional agreement, whether oral or written, concerning this Contract's subject matter. This Contract supersedes any prior written or oral agreements between the parties.
If any provision of this Contract is held invalid or unenforceable for any reasons, the remaining provisions will continue to be valid and enforceable.
This Contract may not be modified or amended except by written agreement signed and currently dated by Client and Contractor.
This contract is governed by and construed in accordance with the internal laws of the state of Wisconsin. Client agrees that jurisdiction for any dispute between the parties will be in Wisconsin and will be venued in Dane county, Wisconsin. Client expressly agrees to submit to personal jurisdiction in Dane County, Wisconsin and waives any right to a jury trial regarding any dispute arising from this Contract.
Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail with a return receipt requested to the address outlined in the opening paragraph.
Client agrees to pay a Service Termination Fee of 25% of remaining payments due pursuant to this Contract if Client terminates the Contract prior to the end of the Term. If you cancel before your contract term commitment ends, you will be charged a Service Termination Fee of 25% of the remaining payment sum. The exact amount of the Service Termination Fee will be determined by calculating the remaining monthly payments together and dividing by 25%.
Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Wisconsin State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereby waive any objection to the contrary.