Revision date: 9/9/09
RazorIT LLC Service Agreement
This Agreement is hereby entered into between RazorIT LLC and the Signed Client.
- Electronic Contracting. Your use of the RazorIT LLC services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
- Services. RazorIT LLC provides many services to its clients. This includes, but is not limited to: internet marketing (which can include SEO, PPC, SMM, CRO, CVM, affiliate marketing, email marketing, comparison shopping, online promotions, etc.), development, programming, design, hosting, and consultation services.
- Scope. The scope of this Agreement shall be defined as the services contained within the proposal “Project Detail” and subsequent “Project Scope Confirmation” emails. The individual elements listed therein are RazorIT LLC ‘s best practices as of the date the proposal was issued. Each item is an approximation based on RazorIT LLC ‘s current knowledge and understanding of the Client and the Internet. It is important to note that the “Project Detail” is likely to be modified in the future, even during the course of service. Changes in the search engines, the Client’s website(s), the government, our economy, consumer trends, technological advances, increased knowledge and understanding, or other factors that may render certain elements in the “Project Detail” less effective. RazorIT LLC reserves the right to modify, add, and delete elements contained within the “Project Detail” section both during and before this Agreement is executed. Additional services may be provided at RazorIT LLC ‘s recommendation or by request from the Client. Additional services offered by RazorIT LLC will be governed by this Agreement if no other agreement exists.
In the rare instance the Client believes certain services were not performed according to the terms of this Agreement, or to their satisfaction, it shall be the Client’s responsibility to immediately notify RazorIT LLC. All services performed during any given month shall be deemed satisfactory if RazorIT LLC does not receive notification, in writing, within 14 days of the end of the Client’s fiscal month, that being the fiscal month containing the disputed service. After 14 days, the Client waives their right to dispute any previous services rendered.
- Authorization. The Client hereby authorizes RazorIT LLC to:
- Access any and all websites and accounts provided to RazorIT LLC. This includes, but is not limited to: Client websites, 3rd-party websites, hosting accounts, domain registrars, online profiles, and any other online properties or accounts RazorIT LLC has acquired access to.
- Create, modify, and/or delete designs, code, videos, images, graphics, content, accounts, profiles, websites, or other online attributes pertaining to any website or account on the Client’s behalf. If inaccurate or erroneous information is discovered, the Client must notify RazorIT LLC or the 3rd party immediately for the removal or correction of such information.
- Client Responsibilities. RazorIT LLC considers the Client an important part of their team. For this reason, RazorIT LLC ‘s services are predicated upon the Client providing certain content, images, videos, and additional support where necessary. If the Client gives RazorIT LLC any additional items, they must be provided in a digital format, and not infringe upon existing copyright. Generic content, images, and videos may be used if a propoer license is obtained.
RazorIT LLC’s salespeople do their best to communicate important Client details and objectives to RazorIT LLC’s production team. In rare instances, certain information may not get passed along to the individuals working on the Client’s account. It is the Client’s responsibility to communicate any important details and objectives to all individuals working on their account.
Method of Expense. RazorIT LLC’s services are not expensed evenly throughout the month. In addition, services are expensed over a fiscal month, based on the Client’s start date. Fiscal months do not usually coincide with calendar months. Any and all communication with the Client is expensed as regular services. Time is allotted each month to communicate with the Client. Communication beyond this time allotment will either reduce services byan equivalent amount or result in additional charges. Services will commence after the date specified in the Client Acceptance portion of this Agreement.
- Additional Expenses. The Client will reimburse RazorIT LLC for any 3rd-party expenses they incur at the Client’s request. This includes, but is not limited to: the purchase of a specific font, template, design, image, content, and/or backlink.
- Online Modifications. Clients sometimes delete, create, and modify their own web pages, websites, and accounts. Whether this is done on their own, or with the help of a 3rd-party, RazorIT LLC will not be responsible for any damages that may result.
- Payment Terms. Payments are due on the first day of the Client’s monthly service. Payments will be automatically withdrawn from Client’s credit card or checking account each month of service. Client payment(s) must be received prior to the start of any services provided. Nonpayments and late payments shall be considered a breach of this Agreement. Declined credit cards and returned checks/e-checks will assess a returned payment fee of $35.00. If a payment is not received on or before its due date, RazorIT LLC reserves the right to assess a late payment fee of $35.00 following a 10-day grace period. All past due accounts will be placed on hold until each account is brought current.
If desired, Clients may apply for payment terms. Credit applications may be obtained by accounts receivable. Clients who remit payment using cash or check must remit payment by the first day of the Client’s monthly service. These Clients will be allowed a 2% Net 10 discount on balances paid 10 days in advance of the 1st day of service for the month.
- Guaranties. RazorIT LLC does not have control nor does it claim to have control over any 3rd- party websites. This includes, but is not limited to: directories, search engines, and social media platforms. RazorIT LLC cannot guarantee an increase or decrease in the placement of any website, webpage, profile, and/or account pertaining to the Client, nor can it guarantee an increase or decrease in traffic, revenue, and/or profit as a result of services provided. Many marketing agencies provide unrealistic expectations to prospective clients in an effort to win more business. RazorIT LLC cannot guarantee any claims made by any 3rd-party marketing agencies.
- Indemnification. The Client shall hold RazorIT LLC harmless and vigorously defend, protect, and indemnify RazorIT LLC from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, that can be directly or indirectly associated with the Client. This includes, but is not limited to: liabilities asserted against RazorIT LLC, its agents, sub-contractors, servants, officers, and employees that may arise or result from any services provided, or agreed to be provided, or any product or service provided by the Client, its agents, employees, or assigns to any other parties. This may also include: infringing on the proprietary rights of a 3rd-party, copyright infringement, delivering a defective product, or misinformation, which is detrimental to another person or entity. This may also include any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of electronic commerce.
- Warranties. RazorIT LLC disclaims all warranties, express or implied, including without limitation, any and all warranties of merchantability, fitness for a particular purpose, and non-infringement in connection with this Agreement.
- Limitation of Liability. In no event shall RazorIT LLC, its agents, clients, sub-contractors, servants, officers, and employees be liable in contract, tort, strict liability, warranty or any other theory of liability, for any special, indirect, incidental, or consequential type damage of any nature, including but not limited to delay, disruption, loss of product, loss of anticipated profits or revenue, loss of rankings or positions, website or account exclusion, loss of use of equipment or systems, non-operational or increased expense of operation of other equipment or systems, cost of capital, or the cost of purchase or replacement of equipment systems or power, even if they have been advised of the possibility of such damages. In no event shall RazorIT LLC be liable for any damages in excess of the amounts paid or due to RazorIT LLC as a result of this Agreement. In no event shall RazorIT LLC be liable for any expenses charged to the Client by any 3rd-parties. In no event shall RazorIT LLC be liable for punitive damages. In no event shall RazorIT LLC be liable for the addition, modification, or the deletion of the items specified in Section 3 of this Agreement.
- Electronic Commerce. From time-to-time certain governments enact laws and levy taxes and tariffs that effect electronic commerce. The Client is solely responsible for complying with such laws, and for paying all associated taxes and tariffs.
- Communication. As part of this Agreement, RazorIT LLC and its affiliates shall have the right to provide unsolicited and continued communications with the Client. The Client can stop this communication at anytime by written request. This will enable RazorIT LLC and its affiliates to continue an on-going relationship with the Client.
- Confidentiality. RazorIT LLC shall not, without the prior written consent of the Client, disclose to any 3rd-parties, confidential information of the Client. This excludes agents, sub-contractors, servants, officers, employees, and affiliates of RazorIT LLC.
- Solicitation. During the term of this Agreement, and for one (1) year thereafter, the Client shall not:
- Employ or offer employment to any RazorIT LLC employee and/or independent contractor, whether they are full-time or part-time.
- Hire or offer to hire any RazorIT LLC employee or independent contractor as a contractor, consultant, intern, trainee, or to provide any type of product or service.
- Request, cause, or induce any RazorIT LLC employee or independent contractor to breach their agreement with RazorIT LLC or to dissolve their relationship.
- Litigation. Any disputes arising from this Agreement shall be litigated or arbitrated in Baldwinsville, New York. This Agreement shall be governed and construed in accordance with the laws of the State of New York. Both parties expressly agree upon and consent to such jurisdiction and venue, and consent to the personal jurisdiction of the State and Federal Courts located in the State of New York.
- Duration. The minimum duration specified in the Client Acceptance section of this Agreement shall be fulfilled by the Client. If RazorIT LLC does not receive a cancellation notice, at least 10 days prior to the expiration of the initial term, RazorIT LLC will continue to provide the services specified herein for the Client on a month-to-month basis and all of the terms of this Agreement shall continue to remain in force. If the Client wishes to pause services, they may do so for a maximum period of 30 consecutive days. When this happens, the contractual period will be extended by the same time period.
- Termination. Either party shall have the right to terminate this Agreement, and any additional agreements, if the other party expressly breaches any of the provisions herein. Written notice from the non-breaching party must be given to the breaching party before this Agreement or any additional agreements shall be considered terminated. In this event, the Client agrees to pay for all services rendered by RazorIT LLC prior to the date of termination. If no contractual breach has occurred, and the minimum duration has been met, either party may terminate this Agreement, for any reason, with 30 days written notification. Unpaid balances will be due within 30 days of termination. Clients who wish to terminate this Agreement during their initial term (as defined in the Client Acceptance section), may do so by paying for the balance of the initial term, in full, prior to the cancellation of services.
- Signatory. The Signatory guarantees that they are a representative of the said Client and that they are acting in full authority of the Client to commission RazorIT LLC for service. By signing below, the Signatory, jointly and severally, along with the Client, unconditionally guarantees and promises to pay RazorIT LLC all indebtedness of the Client. The Signatory shall pay RazorIT LLC’s costs and attorney fees in enforcing this guaranty.
- Definitions. For the purpose of this Agreement, the following terms shall be defined as:
- RazorIT LLC: The company RazorIT LLC, its agents, sub-contractors, officers, and employees.
- Client: The client named in the signature section or the owner of the bank account or credit card used to provide payment form when this Agreement was accepted, its agents, sub-contractors, officers, and employees.
- Online Properties: Any online account, website, or profile owned, or in any way related to the Client.
- Confidential Information: Any list, business plan, marketing plan, password, or financial information.
- Agreement. Both parties understand and agree that:
- This Agreement constitutes the entire Agreement between the parties, and terminates and supersedes all prior understandings and agreements on the subject matter hereof. There are no representations, warranties or agreements, either express or implied, or oral or written, except as set forth herein.
- All changes and additions made to this Agreement, whether written-in or provided in a separate document, email, or addendum, will not be enforceable, nor will they be accepted by RazorIT LLC. In the event the Client returns this Agreement with any modifications or additions, RazorIT LLC will not abide or agree to any of the changes, but will otherwise accept this Agreement.
- No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall it be binding unless it is executed by both parties in writing.
- Pricing and services contained within the attached proposal are valid for a maximum time period of thirty (30) days after issuance.
- If one or more of the provisions of this Agreement is deemed void by law, the remaining provisions will remain in full force and effect.
- RazorIT LLC reserves the right to refuse the return of this Agreement, with or without cause.