Notices
Notices under this Agreement shall be in writing and shall be either hand delivered to the recipient or mailed by certified mail, postage prepaid, return receipt requested, to the address as any party shall have designated to the other by notice served as herein provided.
Entire Agreement
This agreement is the entire understanding between the parties and supersedes all prior understandings and agreements, oral or written. There are no terms or conditions other than those set forth herein. No statement or promise of Cosmick Technologies, its employees or agents shall be binding unless reduced to writing and signed by an authorized representative of Cosmick Technologies.
This contract may not be varied except by written instrument signed by duly authorized representatives of both parties, and no provision herein shall be waived, unless such waiver is in writing, signed by a duly authorized representative of the party against whom the waiver is sought to be enforced.
This Agreement is binding upon and enforceable by the parties, their successors and assigns. Client understands that any representations, claims, advertising, promotional activities, brochures or plans of any kind made by Cosmick Technologies, its agents or employees are not a part of this contract.
Cosmick Technologies Promises
Cosmick Technologies promises and warrants: (a) its services will be performed in a manner consistent with the industry’s generally accepted standards of professional diligence and skill; (b) it will comply with the descriptions and representations as to its services which appear herein; (c) its services will not be in violation of any applicable law, statute, regulation, or ordinance, knowingly or intentionally; (d) it is the owner or licensee of all computer programs used in the performance of its services contemplated hereunder; and, (e) its services will not violate or infringe upon the rights of third parties, including secrets, proprietary information or any trademark, copyright, or patent rights, knowingly or intentionally.
Responsibility / Guarantee
Cosmick Technologies is not held accountable for any unforeseen issues that occur on your website or projects. We implement the best practices to aid in avoiding a disaster that may occur. In any event a disaster may occur, with Web Managed Services we will being to fix problems or issues at hand.
In any event a breach occurs and the problems are more severe, there could be increased downtime and wait time but a dedicated staff member will be aware and working on your issues immediately.
Cosmick Technologies is not held responsible in any event your website is attacked or compromised. We monitor your status 24 hours but that does not indicate your website is bullet proof. In any event a breach of security occurs, we work diligently in fixing the problem at hand.
Cosmick Technologies is not held responsible for data corruption, which can result in code, backups, formatting. In any event we or the Client recognizes such issue, we will implement an immediate resolution to the best of our abilities.
Cosmick Technologies is not held responsible for 3rd party technologies such as hosting, domains, SSL, backups, and coding in any event an act of God occurs which include nature disasters causing website downtimes or disruptions. Cosmick Technologies does however implement a plan of action to aid in rectifying the issues at hand.
Cosmick Technologies is not held responsible for any issues that occur from client made changes and/or 3rd party interaction / changes within the website.
Cosmick Technologies is not held responsible for any loss of monetary values that pertain to any direct or indirect interactions that fall underneath the website and services provided by Cosmick Technologies.
Cosmick Technologies represents and warrants to the Client that it has the experience and ability to perform the services required by this agreement. Cosmick Technologies will perform said services in a professional, competent and timely manner. Cosmick Technologies offers no warranty or guarantee of service that falls outside the provided services offered in this agreement.
Support Response Timing
Cosmick Technologies implements best routine practices to handle all requests within a 24-hour time period. In any event an emergency arises, proper channels must be followed by adequately submitting your request by following one or all of the Accessibility Options above. Cosmick Technologies reserves the right to commence work to remedy request(s) to all or any matters within an 8-hour window.
However, Cosmick Technologies implements best practices for customer satisfaction by responding to issues immediately via email. Cosmick Technologies acknowledges the issues at hand and uses best judgement to consider whether the issue an emergency, or non-emergency situation. It is upon Cosmick Technologies discretion to schedule priority of the work (emergency or non-emergency).
During off peak hours which consist through the time period of 12:00am – 6:00am eastern standard time, our support team will respond to your issue immediately at the start of the business day, if it’s not addressed upon time of submission, your support requested will be issued into our system as a high priority request and immediately an engineer will be notified. However, it is at our discretion if the support case is in fact an emergency and needs to be addressed immediately or can be satisfied during business hours.
Fees / Payments / Charges
Cosmick Technologies will execute this agreement as specified by the Client as terms of this agreement to and incorporated in this agreement. Client agrees to be billed automatically via credit / debit card monthly the agreed upon contract amount.
Monthly Management Fee
The monthly management fee is subject to change from time-to-time. Before any such change shall become effective, Cosmick Technologies shall give at least 30 days’ advance written notice of such change to Client as provided herein or, for this specific purpose, by email to Client prior to such change becoming effective. Unless Client cancels such service, as provided in this contract, such change shall be and become effective as indicated in such notice.
Payment
All services agreed to in this agreement, shall be sold for the total monthly price. This price may or may not reflect an additional cost if accrued outside this agreement. Payments will be applied monthly and the Client is agreeing that Cosmick Technologies automatically charge the Client’s primary form of payment monthly provided to Cosmick Technologies.
Payment Terms
Unless otherwise stated Client will be charged once a month for the total monthly fees of this agreement.
Payment refusal, or decline
In any event a payment is not made or posted, Cosmick Technologies retains the right to stop all monitoring within a 15-day grace period.
All data stored by Cosmick Technologies will be removed from our systems.
Cancellation of Agreement
Cosmick Technologies has the right to cancel the executed Client agreement for any reason within 3 business days after receiving such executed agreement.
Relationship of the Parties
Client and Cosmick Technologies are independent contractors and not partners, joint venture agents. Cosmick Technologies and its employees are not “employees” of Client under the meaning of any unemployment laws or regulations, worker’s compensation laws or regulations, or under any welfare or pension benefit plan maintained by Client.
Assignment of services
Cosmick Technologies may assign or subcontract all or any part of its rights and obligations under this contract to third parties.
Limitation of Damages
Cosmick Technologies shall not be liable for any indirect, incidental, consequential, special or punitive damages. The limit of Cosmick Technologies liability, for whatever reason or purpose, shall be the refunding to Client of two (2) months of management fees paid by Client to Cosmick Technologies pursuant to this contract, which sum shall be and represent liquidated damages to be paid by Cosmick Technologies to Client, in which event Cosmick Technologies, its employees and agents shall be released from all further liability or obligation. Client waives any claim for indirect, incidental, consequential, special or punitive damages, repair or replacement cost, or for the loss of the use of its computers, computer system, networks and otherwise. The parties acknowledge that the liquidated damages are not intended as a penalty but are intended (I) to reflect the fact that actual damages may be difficult and impractical to ascertain; (ii) to allocate risk between Cosmick Technologies and Client; and (iii) to enable Cosmick Technologies to perform its services for the stated compensation.
Indemnification
Client Authorizes Cosmick Technologies to use including, but not limited to content, pictures, videos, logos and / or product brand logos that Client provides to Cosmick Technologies or that Cosmick Technologies uses from Client’s current website. Unless conveyed otherwise in writing, via certified mail, with return receipt confirmed or via email as long as there is return receipt confirmed by Cosmick Technologies, Cosmick Technologies has the right to use this content, pictures, videos product brand logos and / or company logos provided by Client.
It is understood that Client is aware that because of intellectual property rights of others there may exist parameters or other restrictions on the keywords Client may use and the content of Client’s advertisements (“ads”) and website.
Client acknowledges that it has, in writing, fully advised Cosmick Technologies of all such parameters and restrictions prior to the commencement of the services of Cosmick Technologies. If during the course of Cosmick Technologies services Client becomes aware of any such parameter or restriction of which it has not previously informed Cosmick Technologies, Client shall do so, in writing, immediately upon becoming aware thereof.
Client acknowledges and agrees that Cosmick Technologies is, will and shall not be liable for any direct, indirect, consequential, special or punitive damage(s) or loss whatsoever that Cosmick Technologies may incur in connection with Client’s keywords or the content of Client’s ads or website.
Client agrees to defend and indemnify Cosmick Technologies, its officers, agents, members, and employees (the “Indemnified Parties”), and holds each harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) relating to Client’s keywords, ads, and website content.
Client agrees that it is solely responsible for the lawful use of any third party intellectual property it utilizes and/or which is utilized by Cosmick Technologies on Client’s behalf, and agrees to indemnify, hold harmless and defend the Indemnified Parties as set forth above.
Age
Client certifies that he or she is at least 18 years of age.
Non-Disclosure
Cosmick Technologies, its employees and subcontractors agree that, except as directed by Client, it will not at any time during or after the term of this agreement disclose any Confidential Information to any person whatsoever. With the exception Cosmick Technologies does retain the right to use statistical metrics or graphic interpretations in future portfolio or by the acts of advertising clients on a sales model only.
Cancellation / Termination of Services
Client shall have the right to cancel/terminate Cosmick Technologies Website Managed Services effective immediately with Cosmick Technologies at any time for any reason upon written notice to Cosmick Technologies or, as provided herein or, for this specific purpose only, by email to Cosmick Technologies (in which event such notice is effective only if Cosmick Technologies acknowledges receipt of such email). Cosmick Technologies shall have the right to terminate its ongoing monthly management services effective immediately at any time for any reason upon written notice to Client or, for this specific purpose, by email to Client. Client shall be responsible for payment of the monthly management fee until the effective date of such termination. There will and shall be no refunds or prorated refunds for any reason.
Refund Policy
All payments made by Client to Cosmick Technologies are final and non-refundable.
Governing Law, Jurisdiction and Venue
Governing Law, Jurisdiction and Venue: Regardless of when and where this Agreement is executed, this contract shall be deemed entered into in Northampton County, Pennsylvania. Any and all disputes under this contract shall be submitted to the Court of Common Pleas of Northampton County, which court shall have sole and exclusive jurisdiction and be the sole and exclusive venue for resolution of any such disputes under this Agreement.
Contingencies
Cosmick Technologies is not in default hereunder by reason of its delay in the performance of or failure to perform, in whole or in part, any of its obligations hereunder, if such delay or failure resulted from acts of God or other occurrences beyond its reasonable control or due to the actions or inactions of a third party not under Cosmick Technologies control.
Acknowledgements
Client must acknowledge the following with respect to services:
All services, documents, recommendations, and reports are confidential.
COSMICK TECHNOLOGIES will utilize Google Analytics to track many things including, but not limited to traffic, website lead contact forms, sales (if e-commerce), average time spent on site, bounce rate and other pertinent data.
COSMICK TECHNOLOGIES can utilize call tracking for Client and COSMICK TECHNOLOGIES to gauge amount of phone call leads and for Client to gauge amount of total sales from such calls. Call tracking is an option and will be done on a separate agreement.
For the purposes of receiving professional SEO services, Client agrees to provide the following:
- Administrative/backend access to the website for analysis of content and structure.
- Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.
- Unlimited access to existing website traffic statistics for analysis and tracking purposes.
- Client authorizes COSMICK TECHNOLOGIES use of all Client logos, trademarks, web site images, etc., for use in creating informational pages and any other uses, as deemed necessary by COSMICK TECHNOLOGIES, for search engine positioning and optimization.
- If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. COSMICK TECHNOLOGIES can create site content at additional cost to the Client. If the Client is interested in purchasing content from COSMICK TECHNOLOGIES, please contact COSMICK TECHNOLOGIES for a cost estimate.