This Agreement made by and between ________________________located at ______________________________ hereinafter “Client” and Nuclear Networking LLC. Located at 12353 E Easter Avenue Suite 200 Centennial CO 80112 hereinafter “NN” describes the Terms and Conditions for services and programs offered by NN.
Whereas Client desires to engage NN to provide various Services, Consulting and/or Products “Services” which promote the Clients offering via Digital Media.
- Launch Date – The Services will begin on the Launch Date scheduled for ________________________. Payments are due in full prior to the launch date and every subsequent monthly anniversary thereafter during the Term of this Agreement.
- Term – The Initial Term of this agreement is ____________________ from the Launch Date (Renewal Date). The agreement will renew monthly thereafter, the Renewal Term, until canceled. Cancellation must be made by providing at least 15 days written notice prior to the Renewal Date or as provided in Section 14 – Termination.
- Privacy – NN respects and is committed to protecting privacy. NN may collect personal information when visitors visit our website. NN also automatically receives and records information on our server logs from visitor’s browser including IP address, cookie information and the page(s) visited. NN will not sell visitors information to anyone.
- Billing and Authorization – Invoices will be provided to the Client prior to the Renewal Date. Payment Terms are Paid In Advance (PIA) prior to the Renewal Date of Services. Check, ACH or Direct Deposit may also be set up for convenience. Credit Card Payments greater than $5,000USD will be subject to a 3% Service Charge.
- Access – Client agrees to allow NN to access their website and Google Analytics and agree to provide the necessary credentials to conduct marketing services. Client understand that violating these terms may result in less effective service/or cancellation of this agreement without refund.
- Service Policy – NN bases all Search Engine Optimization “SEO” and marketing mainly on the guidelines, practices, and procedures of current SEO industry standards. This can include but is not limited to focusing on high-quality content optimization, as well as Google Webmaster tool management, design/content technical and quality guidelines. NN does not practice unethical SEO methods like keyword stuffing, invisible text, hidden on-site links, or blog spam. NN will follow SEO industry guidelines and techniques that NN believe are in the best interest of our clients’ branding and online marketing presence.
- Consulting Services – Client agrees that Consulting Services provided above and beyond the proposed monthly hours will be charged at $125/Hr billed in 15-minute increments.
- Performance – Nuclear Networking possesses certain intellectual property, proprietary methods and is a certified Google Premier Partner (hereinafter referred to as Methods) providing a proven high degree of success in achieving the goals set forth in Clients Proposal. However, NN cannot guarantee Performance partly due to the following circumstances:
- NN cannot guarantee any specific search engine rankings, traffic, leads, online growth, new online listings, search engines or directory listings. NN do not control search engine results or human behavior. Due to ever-changing search engine algorithms, the process of ranking can take anywhere from a few months to a year or more before showing any significant results.
- NN will encourage relevant traffic interested in Clients field of service/products to visit Client’s site. This helps NN increase rank, build Google’s trust, and draw more exposure to Clients website. NN cannot force traffic to convert. NN does not guarantee the traffic that reaches the website will purchase services or products.
- Through SEO services, NN will strive to increase targeted traffic to the Clients website over a period of time using Search Engine Marketing (SEM) strategies and other strategies as agreed to by the Client. Some of these services could include but are not limited to, keyword research, meta tag optimization, social engagement, link optimization, sitemap creation, inbound links, submitting website(s) to directories, and more.
- SEO is a constantly changing industry, and it is impossible for any business or organization to guarantee high rankings for a website or web page.
- Methods – To continue offering the best service available on the market to our clients, NN may not share proprietary methods used to achieve the results. These methods include backlink sources, off-site content, VPS links, PPC keywords, “spy scrape” methods and tools or any other tools, techniques, or services deemed proprietary by NN. NN will provide insight into all Keywords, Ad Copy and other non-proprietary information in use for the Client.
- Liability – NN will not be responsible for website downtime, or reporting downtime, that was caused by a hosting issue or any other changes made to the website by the site owner or a third party. As part of NNs work to optimize Client’s website, NN will need administrator-level access to the administrative area of the site, as well as file-level access to the server. Because of this access, NN will assume responsibility for specific issues caused by our work in those areas and will provide the work needed to correct those issues to return the site to its normal state. NN WILL NOT BE HELD LIABLE FOR ANY PERSONAL OR BUSINESS OPPORTUNITY LOSS OF ANY KIND UNDER ANY CIRCUMSTANCES. Total Liability for either Party within this agreement will not exceed the aggregate amount paid under this agreement.
- Administrative Access – Client agrees to provide NN with administrative access to Client Website, File System Access, Google Analytics, Google My Business, Google AdWords, YouTube, Facebook and any other sites as applicable in order for NN to perform the agreed upon Services.
- Copy and Design Approval – Client is responsible for providing all campaign copy and design requirements by the agreed upon date. NN will not be responsible for late or non-approved campaign material not provided on time by the Client. As part of the proposed services NN will provide Micro-Content in the form of:
- Advertising copy
- SEO Snippets
- Landing Page copy
- Email Template copy
All copy and design will be reviewed and approved by the Client before being used by NN.
- Site Updates and Recommendations – Client will make best efforts to update changes on their website in a timely fashion as recommended by NN and agreed to by Client.
- Termination – Client and NN will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within sixty (60) days after notice thereof by the non-breaching party. Any and all remaining balances, subscriptions, and contracts remaining with any services involving software, or 3rd party tools integrated into the Agreement will be the legal responsibility of the Client to satisfy.
- Prepaid Ad Spend – Prepaid Ad Spend that is under/over spent each month resides in escrow with NN. Funds in escrow at time of termination will be refunded/collect based on the balance of the Clients escrow account at the time of termination.
- Indemnification – Each party to this agreement shall indemnify, defend, protect, hold harmless, and release the other, its officers, agents, and employees, from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense, including attorneys’ fees and witness fees, arising from, or in connection with, or caused by, any act, failure to act, or negligence of such indemnifying party, to the extent limited in accordance with the laws of the state of Colorado. This indemnification shall not be limited in any way, by any limitation on the amount or type of damages or compensation payable to, or for, the indemnifying party under workers’ compensation, disability benefits, or other employee benefit acts.”
- Governing Law – The Terms of this Agreement shall be governed and construed in accordance with the State of Colorado.
Client acknowledges they have read, understand and agree to these Terms and Conditions by selecting the “I Agree” Check Box on the NN Launch Packet Page.