1. Definitions. “Agreement” is the signed contract, agreement, change order, renewed services agreement, or other binding document that references these Terms and Conditions. “Digital Crunches” means Digital Crunches, Inc., a New York corporation. “Client” means a party that has agreed to an Order with Digital Crunches.
2. Independent Contractor. Client is engaging Digital Crunches as an independent contractor for the specific project outlined in the Agreement.
3. Warranty. Digital Crunches does not warrant the number of sales per visitor that the Purchaser will make or the traffic or number of visitors that will visit Purchaser’s specified website. Digital Crunches expressly disclaims and excludes all express and implied representations and warranties, whether statutory or otherwise. The Parties agree that, except as may be expressly provided in this Agreement, neither has made or makes to the other any representations or warranties respecting the compensation that the other may expect to earn or receive pursuant to this Agreement, or otherwise. Search engine optimization inherently runs risks of algorithmic changes or manual optimization actions by search engines. Digital Crunches offers no guarantee or warranty of present or future placement, received traffic, or traffic improvement in any specific search engine. If Client gives Digital Crunches control over advertising budgets and allows Digital Crunches to make changes to budgets on their behalf, Client agrees to hold Digital Crunches harmless from any unanticipated overspend, underspend, or budget pacing. Liability for advertising costs and payments will lie exclusively with Client.
4. Liability. Digital Crunches’s liability for default or breach, including breach of any guarantee or warranty expressed within this Service Agreement, shall be limited to the lesser of (i) the amount actually paid to Digital Crunches by Purchaser under this Service Agreement or (ii) ten thousand dollars. Digital Crunches is not responsible for loss of income or projected loss of income for any reason, including, but not limited to, server failure, traffic variation, shipping cost variations, website unavailability, order decreases, search engine algorithm changes, manual optimization actions by search engines, keyword position decreases, data corruption, or data loss. Purchaser is responsible for, and Digital Crunches has no liability for, the content, products, services, trademarks and other aspects of the website that are related to Purchaser’s business, industry, and competitors.
5. Client Cancellation. Client may cancel this Agreement after twelve (12) months of monthly internet marketing services are completed, and payment of any outstanding invoices are fully paid. Digital Crunches would only require a thirty (30) day notice of cancellation, in written email or message format, prior to the annual renewal anniversary date of this services agreement. Non-canceled recurring services auto-renew for a subsequent twelve (12) month period on the recurring yearly date of the initial services agreement. Renewed services utilize the pricing and deliverables on the date of annual renewal, shown on the DigitalCrunches.com website and corresponding service plans for that subsequent twelve (12) month renewed period.
6. Changes in Fees and Plans. To keep client services and Digital Crunches strategies innovative in an ever increasingly competitive and ever-changing online marketplace. Digital Crunches annually adjusts our services packages pricing, plan and package deliverables, software subscription fees, sub-product subscription fees, and our hourly rates. These changes will become effective as of the first day of the renewal of your service term (unless otherwise agreed in writing with Digital Crunches). For clients who do not have a fixed service term, the effective date will be the first day of the following month after the Change in Fees has occurred and has become visible on the Digital Crunches.com website.
7. Payment of Fees. Payments must be made promptly. Down payments are required to begin your project and ongoing services payment terms are due upon receipt. If an amount remains delinquent sixty (60) days after its due date, an additional 5% penalty will be added for each month of delinquency. Digital Crunches also reserves the right to remove web pages and created work from viewing on the Internet until final payment is made. In case collection proves necessary, the Client agrees to pay all fees incurred by that process.
8. Minimum Hourly Floor. Digital Crunches needs to employ and retain talented digital marketers, developers, designers, engineers, etc, along with leveraging our technology infrastructure to keep our clients at the forefront of the industry. Digital Crunches keeps a floor of $75 an hour, which the hourly rate of our service package & plans cannot fall under for more than a three-month span. If Digital Crunches employee recorded time calculates to less than $75 an hour for services provided, Digital Crunches will notify the Client that (a.) the fees for our plans & packages need to be increased above company hourly rate floor levels (b.) the fees the Client is paying remain the same, but a decreased scope of work needs to be agreed on by both parties (c.) Digital Crunches can no longer support the provided services, and both parties agree to separate at the end of the month when a notice was provided by Digital Crunches. With Digital Crunches completing any remaining deliverables and the Client will pay all invoices for the current month when a notice was provided and any invoices which are still open.
9. Digital Crunches Cancellation. Digital Crunches reserves the right to cancel any or all provided services at any time. Digital Crunches agrees to provide the client written notice of canceled services, software, hosting, or projects with a services end date on the last day of the month, for the month when the written notice was provided. Client agrees to pay Digital Crunches for all services, software, hosting, projects, or portions of projects completed during the month when written notice of cancellation was provided by Digital Crunches.
10. Venue. For any action involving matters of this Agreement, venue shall lie in Dauphin County, Pennsylvania.
11. Applicable Law. This Agreement shall be governed by the laws of the State of Pennsylvania.
12. Non-solicitation. During the term of the Agreement with Digital Crunches and for a period of three (3) years after the Termination Date of all Agreements with Digital Crunches, Client will not directly or indirectly solicit, induce or attempt to induce any current employee, former employee, or vendor of Digital Crunches to terminate his or her employment or services with Digital Crunches or to perform any work or services for Client or any of Client’s customers, vendors, or affiliated companies. Client acknowledges and agrees that the breach of this Section by Client would cause Digital Crunches irreparable injury and agrees to fully compensate Digital Crunches a minimum payment of at least three (3) forecasted future years of fully loaded compensation at a minimum.
13. Non-disparagement. During the term of this Agreement and for a period of three (3) years after the Termination Date of all Agreements with Digital Crunches, Client agrees to take no action which is intended, or would reasonably be expected, to harm Digital Crunches or its reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to Digital Crunches.
14. Phone Calls and Web Meetings. When you are in contact with us by phone the call may be monitored or recorded for quality assurances purposes. Your continued participation in any telephone or web meeting conversations serves as express consent to be monitored or recorded.
15. Future Services. Future services performed for the Client as either hourly or quoted services will utilize all provisions of this Agreement unless a new Agreement is established. Digital Crunches agrees to continue to update and adjust search optimization service and Internet marketing service plans in continued ongoing efforts to keep your website ranking as high as possible.
16. Modification. Digital Crunches may make changes to services, products, and these Terms and Conditions at any time without notice. Your access or continued use of Digital Crunches’s services and products subsequent to such a change will signify your assent to be bound by such changes. Client is responsible for periodically reviewing this website to review the current Terms and Conditions.
17. Assignment. Client may not assign any Agreement or its rights and obligations under any Agreement or Terms and Conditions.
18. Severability. The parties have attempted to limit the non-compete provision so that it applies only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
19. Injunction. It is agreed that if Client violates the terms of this Agreement irreparable harm will occur, and money damages will be insufficient to compensate Digital Crunches. Therefore, Digital Crunches will be entitled to seek injunctive relief (i.e., a court order that requires Client to comply with any and all Agreements and these Terms and Conditions) to enforce the terms of the Agreement and these Terms and Conditions. The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing all Agreements and Terms and Conditions.
20. Survivability. Sections 10, 11, 12, and 13 of these Terms and Conditions shall survive any termination of these Terms and Conditions.
21. No Waiver of Rights. If one Party breaches these Terms and Conditions, then the failure of the other Party to enforce any rights under these Terms and Conditions shall not be deemed a waiver of any such rights. The rights and remedies of the parties, as set forth in these Terms and Conditions, are not exclusive and are in addition to any other rights and remedies provided by law.
22. Authorization. By digitally signing my signature in Proposal, or ClientPoint, Digital Crunches’s web based proposal and contract system, by physically signing or digitally approving an Agreement, or by agreeing to renewal or add new services verbally. I attest that I have read, understand, and agree to the above Terms and Conditions.
23. Master Terms and Conditions. This Order, together with the Master Terms and Conditions for Web Services and other terms and conditions incorporated entire agreement between the parties in respect of the products and services set forth below. Notwithstanding anything to the contrary in any purchase order or other document provided by Client, any product or service provided by Digital Crunches to Client in connection with a purchase order related to this Order is conditioned upon Client’s acceptance of this Order and the Master Terms. Any additional, conflicting or different terms proffered by Client in a new sale agreement, purchase order or otherwise shall be deemed null and void. Each of the individuals executing this Order Form represent and warrant that he or she is authorized to execute the Agreement on behalf of Client or Digital Crunches, as applicable.