Engagement: The company signing up (hereafter The Client) authorizes Web Flywheel LLC (hereafter Flywheel) to design, develop, maintain, and optimize its digital presence on their behalf with the intent of acquiring new customers for The Client. Methods may include, but are not limited to, web design, development, search engine optimization, website optimization, citation management, conversion optimization, reputation management, and directory management. Distribution of effort is at the sole discretion of Flywheel.
Authority to Enter Agreement: By signing up for service you affirm you have the actual legal power, right, and authority to enter this Agreement on behalf of the company represented and are legally able to bind each respective Party.
Amendment: Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
Website & Previous Work: It is the policy of Flywheel to not work on a pre existing website of The Client. Any decision or agreement to use an existing website is at the sole discretion of Flywheel and may be changed at any time.
Investment: The Client will be billed monthly for services. Prices may change at any time, without notice. All fees must be paid in full each month before work will begin. All fees are non-refundable. All fees, services, documents, recommendations, and reports are confidential.
Duration: The engagement may be terminated by Flywheel at any time for any reason. The Client may terminate the engagement by notifying Flywheel in writing. The Client acknowledges a good-faith intent to invest in a minimum of 12 months of service.
Ownership: Flywheel retains ownership of all work, including but not limited to the website, local listings, media, page copy, and marketing materials, until 12 full monthly payments have been received. After 12 months of payments have been received The Client owns the work performed on its behalf by Flywheel.
Client Provisions: For the purposes of providing service to The Client, The Client agrees to provide Flywheel the following:
- Administrative/backend access to the existing website for access to content, media, and documents.
- Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, as necessary.
- Authorization to use client pictures, logos, trademarks, images, pamphlets, content, etc., for any use as deemed necessary by Flywheel for digital marketing purposes.
Acknowledgment: The Client acknowledges the following with respect to digital marketing services:
- Flywheel 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. The Client’s listing may be excluded from any directory or search engine 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, Flywheel does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
- Digital marketing results take time, often 9-12 months, before results are tangible. The client understands this is normal and to be expect as part of developing a long-lasting and high quality digital presence.
- Search engines are known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than a few months. This may be referred to as the “Google Sandbox.” Flywheel assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.
Additional Services: Services requested by The Client beyond the scope of this engagement may be provided at the discretion of Flywheel for a fee of $75 per hour.
Rights: The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Flywheel for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Flywheel and its subcontractors from any liability or suit arising from the use of such elements.
Use: The Client agrees to follow all applicable laws in relation to its use of servers and services provided by Flywheel. Flywheel reserves the right to terminate the account, access, or both related to The Client at any time and for any reason.
Unauthorized Changes: Flywheel is not responsible for changes, deletions, modifications, or damages to the digital presence of The Client made by any party outside of Flywheel. The Client will be charged a fee for re-constructing content, based on the hourly rate of $75 per hour or the work will be taken out of the monthly plan, at the sole discretion of Flywheel.
Enforceability, Severability, and Reformation: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. The intent of the Parties is to provide as broad an indemnification as possible under North Carolina law. In the event that any aspect of this Agreement is deemed unenforceable, the court is empowered to modify this Agreement to give the broadest possible interpretation permitted under North Carolina law.
Dispute Resolution: This Agreement shall be governed exclusively by the laws of North Carolina, without regard to conflict of law provisions. Any lawsuit or legal proceeding arising out of or relating to this Agreement in any way whatsoever shall be exclusively brought and litigated in the state courts of North Carolina. Each Party expressly consents and submits to this exclusive jurisdiction and exclusive venue. Each Party expressly waives the right to challenge this jurisdiction and/or venue as improper or inconvenient. Each Party consents to the dismissal of any lawsuit that they bring in any other jurisdiction or venue.
Attorneys' Fees and Costs: If any legal action or other proceeding is brought in connection with this Agreement, Flywheel shall be entitled to recover reasonable attorneys' fees and other related costs, in addition to any other relief to which that Flywheel is entitled, unless The Client is the prevailing party.. In the event that it is the subject of dispute, the court or trier of fact who presides over such legal action or proceeding is empowered to determine which Party, if any, is the prevailing party in accordance with this provision.
modified April 26, 2016