Client Agreement
181 St. Paul St. STE 2A
Rochester, NY 14604

LAST UPDATED: April 26th, 2018

Web, Technology, Marketing, & SEO “Client Agreement”

This agreement is hereby entered into between “Gary Palmer Jr” & “” (hereinafter referred to as Company and your company (hereinafter referred to as Client) on the day signed in the separate proposal agreement.

Cost Estimate

Proposed Price: for the completion of any project is estimated considering the variables of the situation at the time.


  • All fees and costs are estimated. Changes in scope of work and/or project specifications require a revision of the information provided above. Changes necessitated by Client, revisions, and/or additions after approvals at each stage are billed additionally at $150 per hour, including, but not limited to Programming, Design, HTML & CSS.
  • Fees quoted are based on work performed during the course of regular working hours. Overtime, rush, holiday, and weekend work necessitated by Client’s directive is billed in addition to the fees quoted. Rush charges may vary based on timeframe or scope of work. Expected total project completion is 30 to 45 days.

Hosting: is provided by Company via at the cost detailed on customer invoices, for 2GB Space & 10GB Data Transfer. Overage charges are $1 per GB Space & $0.25 per MB over limits.

  • Basic: (monthly hosting, email support, 48 hour response guarantee).
  • Silver: (monthly hosting, email/ phone support, 24 hour response guarantee).
  • Gold: (monthly hosting, email/ phone support, 6 hour response guarantee).

Client Responsibilities

Client agrees to provide Company with all information & materials needed.

  1. Our ability to meet deadlines is predicated upon the Client’s provision of all necessary information, images, content, materials, payments and approvals in a timely fashion.
  2. Complete text needs to be provided in a final proofed electronic format (for example, in an email or word document attachment to an email) for each page of the site.
  3. Client is responsible to not delay review or approval, and to not have last-minute changes.
  4. Client shall pay all taxes that may be assessed on the Website or its use, including personal property taxes, sales and use taxes, and excise taxes.

Tentative Production Schedule

  • Pre-production: Client materials delivery, CMS, design selection.
  • Production: Customization of site components & sections, adjustments if needed & pre-launch approval.
  • Pre-launch: Non-official site launch, final documentation, staff finalizes content, bug testing.
  • Launch: Final payment; & site launch upon Client green light approval.
  • Post launch: Error checking and tweaks; Search Engine Submission.

Additional Proposal Terms

Branding: (a) Upon entering into this agreement Company and Client both have the right to create and distribute a press release mutually acceptable to each. (b) Company reserves the right to place code Powered through on each Webpage of the Client Website.

Source Code: Client has the ability to redesign or modify Website at their discretion, with the exception of Branding (b). The source code and the Website becomes the property of the Client upon final payment, with accordance any third-party components (open source or otherwise).

Ownership: Copyright of the Web Site will belong to Client, with accordance to the Creative Commons license, any third-party components (open source or otherwise) shall be subject to their own particular licenses, if any. Client has the ability to redesign or modify Website at their discretion, with the exception of Branding (b).

Warranty: Client warrants that the content and information provided will not infringe upon any copyrights and will be legally obtained and hold Company harmless for any breech of this warranty. The Website furnished under this Agreement is provided on an As Is basis, without any warranties or representations express, implied or statutory; including limitation. Warranties of quality, performance, noninfringement, merchantability or fitness for a particular purpose. Nor are there any warranties created by a course of dealing, course of performance or trade usage. Company does not warrant that the Website will meet Clients needs or be free from errors, or that the operation of the Website will be uninterrupted, the forgoing exclusions and disclaimers are an essential part of this Agreement and are formed the basis for determining the price charged for the Website. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES GRANTED BY Company. Company DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Confidentiality: Neither Company nor Client will divulge any confidential information without prior approval and for no other purpose than to complete the assigned tasks.

Mediation:Any unresolved claims will first be submitted to mediation and then arbitration.

Arbitration clause: Any and all disputes arising out of, under or in connection with this Agreement including, without limitation, the validity, interpretation, performance and breach thereof shall be settled by arbitration in Rochester, NY, pursuant to the Rules of the American Arbitration Association in force at the time arbitration is demanded.

Acceptance of Website: Client will have 10 days from the date of launch of the Website in final form to inspect, test and evaluate it to determine whether the website satisfies the acceptance criteria in accordance with the procedures set forth in this Agreement, or as established by Company and approved by Client prior to post-launch. If the Website does not satisfy the acceptance criteria, Client shall give Company written notice stating why the website is unacceptable. Company shall have 10 days from receipt of such notice to correct the deficiencies. Client will then have 5 days to inspect, test and evaluate Website. If the Website still does not satisfy the acceptance criteria, then Client shall repeat the procedure set forth above for an hourly fee not to exceed $150 an hour. If Client does not give written notice to Company within the 10-day inspection, testing and evaluation period or any extension period that the Website does not satisfy the acceptance criteria, Client shall be deemed to have accepted the Website upon the expiration of such period.

Governing Law: This Agreement will be governed and interpreted by the standard terms and conditions of such contracts and by the laws of the state of New York.

Enforceability: The invalidity or unenforceability of any one or more phrases, sentences, clauses, or sections in this Agreement, shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part thereof.

Waiver: The failure of either party to this Agreement to insist upon strict performance of any of the terms, covenants, or conditions hereof shall not be deemed a waiver of any rights or remedies that party or any other such party may have & shall not be deemed a waiver of any subsequent breach or default in any of terms, covenants, or conditions.

Maintenance of Website: No maintenance is supplied; all maintenance is the sole responsibility of the Client.

Hosting of Website: Hosting is provided by Company, as detailed in the Cost Estimate section above.

Limitation of Supplier Liability to Client: (a) In no event shall Company be liable to Client for lost profits of Client, or special or consequential damages of any kind, even if Company has been advised of the possibility of such damages. (b) Company shall not be liable for any claim or demand made against Client by any third party. (c) Client shall indemnify Company against all claims, liabilities and costs, including reasonable attorney fees, of defending and third party claim suit arising out of the use of the Website provided under this Agreement.

Indemnity and Hold Harmless clause: It is the intent of this instrument that each party shall be responsible for such party’s own acts or omissions and any liability or penalties that may result there from there from and to hold the other harmless from any damage or injury there from; therefore, each party covenants and agrees that it will indemnify the other and hold such party harmless from any expenses, responsibility, liability, damage, injury, or penalty resulting from any act or omission of the other party which may occur as a result of this Agreement.


Company agrees to provide Client with Search Engine Optimization and Reporting Services (hereinafter referred to as SEO) as described in this agreement. Company is authorized to use the specific keywords and/or phases set forth in the separate proposal for development, improving the ranking of, and/or positioning the contents of the Client’s URL(s). in the search engines and/or directories that are most frequently used by the general public which are defined below.

Client agrees to pay Company a fee as stated in Proposal. Fee must be received prior to the start of any services provided. SEO Services are intended to provide the client with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEO Services include:

  1. Research keywords and phrases to select appropriate, relevant search terms. Number of keywords is listed in the Proposal. Additional keyword purchases will require Addendum or separate contract.
  2. Edit various html tags and page text as necessary prior to submission to selected search engines and directories.
  3. Create as required, additional web pages for the purpose of catching keyword/phrase searches.
  4. Hand-submit your pages to the engines and directories stated in this agreement.
  5. Create positioning reports for main site and any associated pages showing rankings in the major search engines and under which keywords.

For the purposes of providing these services, client agrees to provide:

  1. Give Company FTP access to the main site for uploading new pages, and making changes for the purpose of optimization OR approval to go through 3rd Party.
  2. Client authorizes Company use of all client logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by Company for search engine positioning and optimization.
  3. If Client’s site is light in textual content, client will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Client agrees to provide content, for example 200 to 500-word articles about each of their keyword phrases.
    Selected search engines* include: Google

Client acknowledges the following with respect to services:

  1. Company has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. Client site may be excluded from any directory at any time at the sole discretion of the search engine or directory. Company will resubmit those pages that have been dropped from the index.)
  2. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, Company does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase or search term.
  3. Some search engines and directories may take as long as 2 to 4 months, and in some cases longer, after submission to list your site.
  4. Occasionally, search engines will stop accepting submissions for an indefinite period of time.
  5. Occasionally, search engines will drop listings for no apparent or predictable reason. Often listing will reappear without any additional submissions. Should the listing not reappear, Company will re-submit the site based on the current policies of the search engine in question.

Some search directories offer expedited listing services for a fee. Company encourages clients to take advantage of these expedited services. Client is responsible for expedited service fees.

The Company is not responsible for changes made to the Web site by other parties that adversely affect the search engine rankings of the Client’s Web site.

Additional Services not listed herein or in Proposal will be provided for $150 per hour.For example, purchasing keywords beyond the scope provided in the SEO proposal, or creating more doorway pages than provided in original Proposal.

Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Company for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Company and its subcontractors from any liability or suit arising from the use of such elements.

Company is not responsible for Client’s overwriting SEO work to Client’s site.IE / Client webmaster making changes and uploading over work already provided. Client will be charged an additional fee for re-constructing Metas, etc based on the hourly rate of $150/hour.

Add-on Services:

Apart from the Basic SEO plan, we also offer additional services to customize individual requirements:

  • Creative Content Writing: $997 per article
  • (500 – 750 words, each article. Includes page optimization)
  • SEO Webpage optimization: $750/ Webpage
  • (Additional time required for preparing optimization documents and coordination with your web developer)
  • Design or Programming Resources: $150 per man-hour
  • Includes services for all aspects of web design and programming.
  • Monthly SEO Maintenance Contract: $2,997 per month
  • Cost is for each set of five (5) keywords.

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