Service Agreement

Parties

This service agreement is between you (The Client) , and Social Traffic Inc.

Services To Be Performed

Social Traffic Inc represents and warrants to you that it has the experience and ability to perform the Social SEO Website Redesign services quoted to you in an instant online quote, or sent to you via email; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Agreement; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, provincial and municipal laws.

Time for Performance

Social Traffic Inc will begin performing the Social SEO Website Redesign services within 7 days of receiving your your first monthly installment / payment and outstanding content submissions.

Acceptance

Your acceptance of Social Traffic Inc’s terms will be the “first payment” of a total number of monthly installments invoiced for said services. You acknowledge that “payment” acceptance has the same status to the offline signature.

Payment

You will pay Social Traffic Inc a monthly amount quoted and invoiced, delivered by email seven days prior to the monthly anniversary of your initial payment.

Terms of Payment

Your first monthly payment in advance will be paid by you at the acceptance of this proposal agreement. Subsequent monthly payments will be paid no later than 30 days from the billing anniversary start date of the upcoming monthly payment plan.

Payment for a fixed number of regular monthly installments will be made by PayPal, Credit/Debit Cards online or bank transfer every month.

Time For Performance

Social Traffic Inc will perform the services and deliver an initial draft version (v1.0.0) of your website within 30 days of receiving your content.

You are responsible for the agreed submission of specified copy and images required before Social Traffic Inc are able to complete the development. The list of agreed submissions will be documented in a Statement of Works emailed to you prior to making your initial payment installment.

You agree to upload content submission to an online Dropbox specified by Social Traffic Inc no later than 14 days of “first payment”.  Likewise, you agree to submit any additional content requested by Social Traffic Inc and/or final proofing and editing to Social Traffic Inc within 3 days of a request by Social Traffic Inc throughout the 30 day initial development period.

Revisions

Social Traffic Inc will submit via email a link to version 1.0.0 of your website within 30 days of receiving your content. You agree to submit via email v1.0.0 change requests within 3 days.

Social Traffic Inc will use best endeavours to perform requested changes within 7 days, at which time Social Traffic Inc will submit via email a link to version 1.1.0 of your website development. You agree to submit via email additional change requests to v1.1.0 within 3 days.

Social Traffic Inc will use best endeavours to perform final modifications within 7 days, at which point Social Traffic Inc will submit via email a link to the final version (v1.1.1) of your website development. You agree to submit via email any final requests for modifications to v1.1.1 within 3 days.

Support and Warranty

Your acceptance and handover of v1.1.1 completes this service agreement. You acknowledge any change requests beyond v1.1.1 handover are performed by Social Traffic Inc and charged at our hourly rates which are listed inside our client portal and can be viewed here. Alternatively you can enter into another service agreement for the ongoing development of v2.0.0.

Social Traffic Inc will provide ongoing technical support ensuring your website retains the same working state and standard as was delivered at the handover of v1.1.1. You acknowledge this warranty remains in place until either of the following occurs; 

  • you, or any 3rd party representing you requests full access to your websites administrative area.
  • a period of 12 months after your acceptance and handover of v1.1.1.

Limited Liability

This provision allocates the risks under this Agreement between Social Traffic Inc and you. Social Traffic Inc’s pricing reflects the allocation of risk and limitation of liability specified below.

Social Traffic Inc’s total liability to you under this Agreement for damages, costs and expenses shall not exceed the compensation received by Social Traffic Inc under this Agreement.

There have been no promises or agreements in the contracted work that will result in any sales, profits or revenue for the client.

NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER’S LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.

Intellectual Property Ownership

You shall retain all copyrights, patents, trade secrets and other intellectual property rights related to their business and brand.

Releases

You give full permission to use all content provided to Social Traffic Inc under the terms of this agreement, including photos, videos and all other content on your main website.

Independent Contractor Status

The parties intend Social Traffic Inc to be an independent contractor in the performance of the services. Social Traffic Inc and you agree to the following rights consistent with an independent contractor relationship.

Social Traffic Inc will have the right to control and determine the methods and means of performing the contractual services.

Social Traffic Inc has the right to perform services for others during term of this Agreement.

Social Traffic Inc has the right to hire assistants as subcontractors or to use employees to provide the services required by this Agreement.

You shall not require Social Traffic Inc or Social Traffic Inc’s employees or subcontractors to devote full time to performing the services required by this Agreement.

Disputes

If a dispute arises, the parties will try in good faith to settle it themselves. If they are unable to, both parties agree to mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute.

If the dispute is not resolved within 30 days after it is referred to the mediator, it will be arbitrated by an arbitrator to be mutually selected. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter. Costs of arbitration, including lawyers’ fees, will be allocated by the arbitrator.

Refund Policy

See our Refund Policy here.

No Partnership

This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other’s behalf.

Entire Agreement

This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings.

Governing Law

This agreement will be governed by and construed in accordance with the laws of the State of Delaware.

Counterparts

The parties may sign several identical counterparts of this agreement. Any fully signed counterpart shall be treated as an original.

Modification

This agreement may be modified only by a writing signed by the party against whom such modification is sought to be enforced.

Waiver

If one party waives any term or provision of this agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this agreement, that party retains the right to enforce that term or provision at a later time.

Severability

If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.