Conditions of Use
The Lake Erie Web Design Terms and Conditions (“Agreement”) is hereby entered into between Lake Erie Web Design and the party set forth in the related order form (“Customer” or “you” whomsoever’s information is used to complete our online checkout process) incorporated herein by this reference (together with any subsequent order forms submitted by Customer, the “Order Form”) and applies to the purchase of all services (hereinafter collectively referred to as “Services”) ordered by Customer.
Terms & Termination
This Agreement shall be effective as of the time frame set forth on the Shopping Cart Checkout process. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Lake Erie Web Design.
Lake Erie Web Design agrees to provide Customer with Services as described on the Order Form and this Agreement. Company is authorized to use the specific keywords and/or phases set forth in the Order Form for development, improving the ranking of, and/or positioning the contents of the Customer’s URL(s) (as set forth in the Order Form) in search engines and/or directories. Services are intended to provide the Customer with preferential positioning in selected search engines and report results on an ongoing and timely basis. Services include:
- Research keywords and phrases to select appropriate, relevant search terms. The number of keywords is set forth in the Order Form. Additional keyword purchases will require a separate Order Form.
- Submit Customer’s pages to search engines and directories as set forth in the Order Form or this Agreement.
- Create positioning reports showing rankings in the major search engines and under which keywords.
The Customer consents to receive communications from the Lake Erie Web Design electronically. Communication includes, e-mail, posts on websites. The Customer agrees that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would in writing.
Fees: Limitations on Refunds & Cancellation Fees
Customer agrees to pay Company any and all fee(s) as stated in Order Form. The fee(s) must be received prior to the start of any Services. For more information on refunds refer to the refund policy.
Customer’s Responsibilities / Copyrights
For the purposes of providing these services, Customer agrees:
- To provide Lake Erie Web Design with FTP access to its web sites for uploading new pages, and making changes for the purpose of Services optimization or approval to go through a third party.
- To authorize Lake Erie Web Design use of all Customer’s logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by Lake Erie Web Design for search engine positioning and optimization.
- That if Customer’s web site(s) is light in textual content, Customer will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Customer agrees to provide content, for example 200 to 500 words “articles” about each of their keyword phrases.
- Be responsible for maintaining the confidentiality of their account and password and restrictions of access to it.
- To accept responsibility for all activities that occur under the Customers account or password.
- That the Lake Erie Web Design reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders at our sole discretion.
Customer understands, acknowledges and agrees that:
- Lake Erie Web Design has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Customer’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Lake Erie Web Design will resubmit those pages that have been dropped from the index.
- Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list Customer’s web site(s).
- Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time.
- Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often listing will “reappear” without any additional submissions. Should the listing not reappear, Lake Erie Web Design will resubmit the web site(s) based on the current policies of the search engine or directory in question.
- Some search engines and directories offer expedited listing services for a fee. Lake Erie Web Design encourages Customer to take advantage of these expedited services. Customer is responsible for all expedited service fees unless otherwise noted in the Order Form.
Lake Erie Web Design is not responsible for changes made to Customer’s website(s) by other parties that adversely affect the search engine or directory rankings of Customer’s web site(s).
Additional services not listed herein or in Order Form will be provided for up to $100.00 per hour. Lake Erie Web Design is not responsible for Customer’s overwriting Services work to Customer’s website(s). Customer will be charged an additional fee for re-constructing meta-tags, keywords, content, etc based on the hourly rate of up to $100.00 per hour. The Customer will be notified by the Lake Erie Web Design before any such Services are rendered.
Risk of Loss
All Services purchased from Lake Erie Web Design are made pursuant to a shipment contract. The risk of loss and title for items deemed necessary for shipment are passed to the Customer upon our delivery to the shipping carrier.
Customer shall indemnify and hold harmless Lake Erie Web Design (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Lake Erie Web Design as a result of any claim, judgment, or adjudication against Lake Erie Web Design related to or arising from:
- Any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Lake Erie Web Design (the “Customer Content”)
- A claim that Lake Erie Web Design’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Lake Erie Web Design must:
- Give Customer prompt written notice of a claim.
- Allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.
In no event shall Lake Erie Web Design be liable to the Customer for any damages, including any implied warranty of merchant-ability or fitness for a particular purpose or performance, lost profits, whether or not foreseeable or alleged to be 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 pertaining to such damages. Lake Erie Web Design 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.
Customer makes the following representations and warranties for the benefit of Lake Erie Web Design:
- Customer represents to Lake Erie Web Design and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Lake Erie Web Design 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 Lake Erie Web Design and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.
- Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Lake Erie Web Design 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 Lake Erie Web Design and its subcontractors from any liability or suit arising from the use of such elements.
- From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the Customer is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Lake Erie Web Design and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.
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.
Relationship of Parties
Lake Erie Web Design, 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 Lake Erie Web Design, whether by regulation or contract. In no way is Lake Erie Web Design 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.
Notice & Payment
Any notice required to be given under this Agreement shall be in writing and delivered electronically to the other designated party at the electronic addresses listed in the Order Form by Electronic Mail to the contact listed on the order form. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
Jurisdiction or Dispute
This Agreement shall be governed in accordance with the laws of the United States. All disputes under this Agreement shall be resolved by litigation in the courts of the United States, including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
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.
Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Lake Erie Web Design. Lake Erie Web Design reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
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.
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.
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.
Customer and Lake Erie Web Design 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 (30) 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 India and in accordance with Indian Law. The arbitration shall be conducted by one arbitrator, who shall be
- Selected in the sole discretion of the American Arbitration Association administrator
- 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 the United States 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 India 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.
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.