1. ESTIMATES
The supplied proposal and budget is based upon NetGain SEO's current understanding of the scope of work and project specifications provided by the Client. NetGain SEO reserves the right to submit a new budget to accommodate any subsequent changes to its understanding of scope of work and/or project specifications. NetGain SEO also reserves the right to adjust its prices if they are affected by changes in currency exchange rates between the date of this quotation and the date of delivery. With these exceptions, NetGain SEO will honor the prices set out within this estimate for a period of thirty (30) days from date of presentation.
Unless so specified, these estimates exclude any charges for third party intellectual property rights, and the costs of all travel, accommodation, per-diems, taxes, gratuities, and other expenses , if necessary, such will be itemized separately upon completion of the project . A 15% administration fee will be levied on the total of such charges if they arise.
All estimates are quoted exclusive of taxes. Taxes will be charged at the prevailing rates at time of invoice.
2. REVISIONS AND CHANGES
All graphic representations pertaining to the website and/or any graphic design project are subject to the three-revision policy. The Client shall have the opportunity to submit in writing any necessary changes in regards to the graphic elements up to three times without additional cost.
The Client will be advised of, and will be asked to approve in writing, any increased costs resulting from changes to specifications and/or the scope of work.
Please note that estimates have been calculated based on NetGain SEO's ability to source, staff and deliver to an agreed upon critical path. If the Client approves this path but then fails to meet its deadline, NetGain SEO reserves the right to charge for any additional time and material costs that are incurred as a result.
3. INVOICING SCHEDULE: (Unless otherwise stated in cost estimate)
*Overdue invoices, including the deposit, will be subject to a 2% per month service charge on total amount and a $25 late payment processing fee.
4. CANCELLATION
If the Client cancels the agreement at any time before delivery, it agrees to pay a cancellation charge of 20% of the agreed upon cost estimate plus the total of all costs incurred to the time NetGain SEO receives written notice of cancellation, including NetGain SEO's normal charges for time spent by its employees and costs incurred because of the cancellation, including cancellation charges payable to third parties.
5. OWNERSHIP OF WORK
NetGain SEO will transfer ownership of the Deliverables to the Client upon full and final payment.
NetGain SEO shall retain ownership of all copyrighted designs or materials including all techniques, processes, inventions, technologies, trade secrets, methods, know-how, and proprietary computer software in programs. NetGain SEO shall license the use of these copyrighted designs and materials for the terms of use required by the Client.
6. THIRD PARTY CLEARANCES
NetGain SEO warrants that it will obtain rights to materials, including photography, video, text, graphic images, sound effects, and music sourced by NetGain SEO on the Client's behalf from third parties based on the specified use by the Client.
The Client will advise NetGain SEO if it wishes to use any material on a broader basis than specified. NetGain SEO will use best efforts to obtain the additional rights required. The Client will pay all costs of obtaining additional rights, and will not use the materials on a broader basis until the necessary rights have been obtained.
The Client warrants that it will have obtained all necessary rights to any materials it supplies to NetGain SEO prior to providing them to NetGain SEO and that it will indemnify and hold harmless NetGain SEO, its directors, officers, employees and agents, from any action brought against them due to the Client's use of such material.
7. PUBLICITY
NetGain SEO is permitted to use anything delivered to the Client as portfolio material and the Client consents to being listed as a client in NetGain SEO marketing and promotion material. NetGain SEO reserves the right to include a line of credit on the final product.
8. TRAINING
NetGain SEO shall provide basic support and training in the use of the aforementioned domains and/or any website development and graphic design for up to 5 hours via telephone or email. Basic support and training shall include instructions to access, alter, and maintain the aforementioned domains and/or any website development and graphic design using software and/or technology purchased by the Client. NetGain SEO is not responsible for providing software and/or technology. If the Client requires support and training exceeding the included 5 hours, the Client will be notified of the additional costs relating to training and support at a rate of $100.00 per hour.
9. REPRESNTATION AND WARRANTIES
(a) Warranty of Website Performance: NetGain SEO represents and warrants that, for the duration of the agreement following acceptance of the website development and graphic design for the Client, if programming errors or other defects are discovered during the warranty period, NetGain SEO shall promptly remedy them at NetGain SEO's expense. This excludes any errors or defects created by third party authors.
(b) Warranty Against Disablement: NetGain SEO. expressly represents and warrants that no portion of the websites for the Client contains or will contain any protection feature designed to prevent its use. This includes, without limitation, any computer virus, worm, software lock, drop dead device, Trojan horse routine, trap door, time bomb or any other codes or instructions that may be used to access, modify, delete, damage or disable the aforementioned domains or computer system. In the event of non-payment, Netgain reserves the right to terminate hosting of customer site.
(c) Warranty of Compatibility: NetGain SEO represents and warrants that the websites for the aforementioned domains shall be compatible with the Client hardware and software as set forth in the specifications in the Cost Estimate. NetGain SEO will author compatibility for Internet Explorer Version 7, Version 8 and Version 9, Mozilla Firefox, Apple Safari and Opera. If compatibility with non-compliant browsers such as Internet Explorer 6 or earlier, Google Chrome, etc. a Cost Estimate amendment would be required.
(d) Warranty Against Intellectual Property Infringement: NetGain SEO represents and warrants that the aforementioned domains and deliverables shall not infringe on the trademark, copyright, patent, trade secrets or any other rights of any third party. To the extent the aforementioned domains or the Deliverables infringe upon the rights of any third party, NetGain SEO shall obtain a license or consent from such third party permitting the use of the aforementioned domains and Deliverables, if necessary.
10. INDEMNITY
(a) Indemnification Against Liability for Infringement: NetGain SEO shall indemnify the Client and any of its officers, directors, employees or agents against all claims, liabilities, costs, damages, fees and expenses (including reasonable attorney fees) arising from any breach or alleged breach of warranty under this Agreement or any claim or suit alleging infringement by the aforementioned domains, Background Technology or Deliverables of any patent, copyright, trade secret or trademark rights or any other rights of any third party. The Client shall promptly notify NetGain SEO in writing of any third party claim or suit and NetGain SEO shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. The Client may participate at its own expense in the defense of any such action at its sole discretion unless the Client is named as a defendant in the claim. In such instance NetGain SEO shall pay all costs and legal expenses incurred by the Client in its defense of the claim.
(b) The Client shall indemnify NetGain SEO and any of NetGain SEO's employees or agents against all claims, liabilities, costs, damages, fees and expenses (including reasonable attorney's fees) arising from any negligent action based upon any content on the aforementioned domains that is solely provided by the Client.
11. CONFIDENTIALITY
(a) For purposes of this Agreement, the term "Confidential Information" means all information that is not generally known by the public and that: (i) is obtained by NetGain SEO from the Client, or that is learned, discovered, developed, conceived, originated, or prepared by NetGain SEO during the process of performing this Agreement, and (ii) relates directly to the business or assets of the Client. The term "confidential Information" shall include, but shall not be limited to: inventions, discoveries, trade secrets, and know how; computer software code, designs, routines, algorithms, and structures; product information; research and development information; and other information relating thereto; financial data and information; business plans and processes; and any other information of the Client that the Client informs NetGain SEO, or that NetGain SEO should know by virtue of its position, is to be kept confidential.
(b) Obligation of Confidentiality: During the term of this Agreement, and at all times thereafter, NetGain SEO agrees that it will not disclose to others, use for its own benefit or for the benefit of anyone other than the Client, or otherwise appropriate or copy, any Confidential Information, whether or not developed by NetGain SEO, except as required in the performance of its obligations to the Client hereunder. The obligations of NetGain SEO under this paragraph shall not apply to any information that becomes public knowledge through no fault of NetGain SEO
12. TERM OF AGREEMENT
This Agreement commences on the date cost estimate is signed back and shall continue until full performance by both parties, or until earlier terminated by one party under the terms of this Agreement.