SEOWEBSITEDEVELOPMENT.COM, LLC

LETTER OF AGREEMENT

1. AGREEMENT This agreement, Dated _____________ is between WebsiteSeoDevelopment. com, LLC (“WSD”), with an address of 303 Park Avenue, Suite ____ , New York, NY______ and________ _________________________________________________________________________identified below as (“Client” and/or “Customer”). This agreement covers the responsibilities of each party.

2. SERVICES WSD will provide the services outlined in the attached Project Estimate. Any additional services requested by Client that are not included in the estimate will be billed as a separate line item. All changes must be agreed to in writing.

3. PAYMENT Client shall pay WSD in the amounts set forth in the Project Estimate. The Amounts in the Project Estimate represent an estimate of the scope of work required to complete the project. In the event the actual work exceeds the Project Estimate, WSD will secure Client’s approval before commencing any additional work on the project. No files created by WSD will be transferred to any party until payment terms are met. There are no refunds on funds already paid to WSD.

4. TERMINATION If for any reason Client terminates the project, Client will be liable to pay WSD the full amount for work actually performed, up to effective date of termination. If Client allows the project to be placed on hold for more than two weeks, payment for work already performed to date will be due. No refund will be issued on funds already paid to WSD.

5. QUALITY WSD will make every reasonable effort to ensure that professional standards are met in the completion of the project. This will include sound design principles, completion dates, image resolution, image adjustment, typesetting, and appropriate digital files for final production. However, if Client elects to provide and use substandard images, copy, design concepts or paper or change the design layout after the layout has been approved, WSD will not be responsible for the final product, or the final completion date resulting from these Client choices.

6. TERMS & CONDITIONS Client shall provide all of the content for the project before WSD begins its work. The Client must provide all of the content in digital format, i.e. Word, JPEG, TIFF, Excel or other compatible format, by email or other compatible electronic means, to WSD. Client must provide its logo if WSD is not contracted to create one. The Client will designate a contact person that can make decision related to the project. If the Client wishes to change the scope of the project any time after it has been approved by Client, the Client agrees to pay WSD to make the requested changes, at WSD’s standard hourly billing rate.

7. LIABILITY FOR ERRORS WSD is not liable for Client errors. The Client is responsible for all spelling, grammar, punctuation and the content of the copy, unless WSD is contracted for that specific purpose. If in the course of production, WSD creates an error that would adversely affect the effectiveness of the project, WSD shall fix the error at its expense. In any and all events, the maximum liability that WSD can be liable for shall not exceed the amount you have paid to WSD for its services.

8. LIMITATION OF LIABILITY:   IN NO EVENT WILL WSD, ITS AGENTS OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES FOR ANY USE OF THEIR SERVICES, PRODUCTS, SITE, OR USE OF ANY OTHER LINKED SITE, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES. YOU USE OUR SERVICES AT YOUR OWN RISK AND DISCRETION.

9. OWNERSHIP Although the Client retains complete ownership of the work files, WSD requests the Client contract with WSD to make future changes or modification to the website or other services provided by WSD, to ensure the professional design and integrity of the work. The Client shall not claim the work of WSD as that of the Client, nor grant any hosting provider or other website design company permission to do the same.

10. JURISDICTION LAW The Parties expressly agree that this Agreement is governed by, and will be construed and enforced in accordance with New York law. Jurisdiction for all claims will be in New York County, New York.

11. DISCLAIMER OF ALL OTHER WARRANTIES. WSD DOES NOT WARRANT THAT THE SEO SERVICES WILL MEET THE CUSTOMER’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, WSD PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.

12. LIMITED LIABILITY. IN NO EVENT SHALL WSD BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. WSD MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

13. CUSTOMER REPRESENTATIONS. Customer makes the following representations and warranties for the benefit of WSD:

1. Customer represents to WSD and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to WSD are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend WSD and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.
2. Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to WSD for inclusion on the website above are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend WSD and its subcontractors from any liability or suit arising from the use of such elements.
3. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend WSD and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.

14. CONFIDENTIALITY. The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, WSD and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.

15. FORCE MAJEURE. Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

16. RELATIONSHIP OF PARTIES. WSD, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Customer does not undertake by this Agreement, the Order Form or otherwise to perform any obligation of WSD, whether by regulation or contract. In no way is WSD to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding.

17. AGREEMENT BINDING ON SUCCESSORS. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

18. ASSIGNABILITY. Customer may not assign this Agreement or the rights and obligations hereunder to any third party without the prior express written approval of WSD. WSD reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

20. WAIVER. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

21. SEVERABILITY. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

22. INTEGRATION. This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

23. NO INFERENCE AGAINST AUTHOR. No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.

24. DISPUTES. Customer and WSD agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in New York County, New York, and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of New York sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of New York or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.

25. READ AND UNDERSTOOD. Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.

26. DULY AUTHORIZED REPRESENTATIVE. Each Party warrants that their representative whose signature appears below is duly authorized by all necessary and appropriate corporate actions to execute this Agreement.

CLIENT HAS AGREED:

Client Signature _____________________________ Date __________________________

Print Name _________________________________

Company Name _____________________________