Terms and Conditions
Witness Results Inc. A New York company, with its principle place of business at 445 Broadhollow Rd. Suite 25 Melville NY 11747
1.Services and Payment. Witness Results will provide to Clients, Internet marketing services that include the features found in section two of every proposal. All Services performed or provided by Witness Results shall be deemed accepted at the time of submission of the deliverables to Client.
Service is considered active during the setup process, which can include services such as design, transfer of information from an old website, marketing strategy, social media management and other items related to making the website active and viewable on the Internet. Witness Results is not responsible for setup delays initiated by the Client, which can include requested changes to the design, delays in providing requested information, or failure to provide DNS information needed to launch the website. The Client will pay the Monthly Fee beginning the day services started until the contract is canceled.
2.Term, Termination and Renewal of Agreement.
In the event Client fails to uphold its obligations under the Agreement, Witness Results may, in its sole discretion, terminate the Agreement and cancel all services without further notice to the client. Client agrees that Witness Results will not be liable for any damages, in contract or tort, as result of such termination.
All sales are final and fully earned. There are no refunds for contracted services for any reason. If Client decides to discontinue Witness Results services for any reason, Client remains fully liable and responsible for all sums due under the Agreement.
The Agreement may be amended from time to time by agreement.
3.LIMITATION OF WARRANTIES.ALL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WITNESS RESULTS DISCLAIMS ALL OTHER WARRANTIES OBLIGATIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, COVENANT’S TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PATICULAR PURPOSE.
4. Governing Law, Forum/Venue and Arbitration Clause. The Agreement, all acts and transactions pursuant here to, and the rights and obligations of the Parties hereto shall be governed, construed, and interpreted in accordance with the laws of the State of New York without regard to any conflict of law principles. If there is ever a dispute arising under the Agreement, the Parties agree that such disputes are to be arbitrated through American Arbitration Association in the County of New York, State of New York, and that Parties agree to abide by the rules of the Commercial Arbitration Rules of the American Arbitration Association. The Parties herby consent to the jurisdiction of such arbitration and waive any objection to such method of dispute resolution. The prevailing Party in such arbitration shall recover all expenses incurred, including reasonable attorney’s fees and arbitration cost.
5. Special Damages NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES SUFFERED OR NOT, BY ANY PARTY TO THE AGREEMENT, EVEN IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE, IN NO EVENT SHALL WITNESS RESULTS LIABILITY FOR ACTIONS ARISING FROM OR RELATED TO THE SERVICES TO BE PROVIDED UNDER THE AGREEMENT EXCEED THE AMOUNT OF FEES FOR SUCH SERVICES RECEIVED BY WITNESS RESULTS PUSUANT TO THE AGREEMENT.
6. Intellectual Property. The Client will maintain any existing copyrights or any original writings, and/or photos used in conjunction with the website provided as part of the agreement. The Client agrees to license and permit Witness Results to use these works in connection with the website provided as part of the agreement as required by Witness Results. Witness Results owns all other Intellectual Property connected with or related to the Services provided to the Client, including without limitation, website graphics, designs, stock photography, content, source code, inventions (whether protected under patent laws). Works of authorship, software, trademarks, trade names, trade dress, trade secrets, publicity rights, copyrights, know-how, ideas (whether or not fixed in a tangible medium of expression or protected under trade secret laws), all Services provided or any portions thereof, as well as all data Witness Results determines, in its sole discretion, to maintain relating to services provided, including, but not limited to, hits per day, and other types of statistics available to Witness Results The client may not modify, rent, lease, loan, sell, distribute, license or create derivative works based on any of Witness Results Intellectual Property (either in whole or in part, whether such Intellectual Property is owned or licensed by Witness Results.) Witness Results will maintain a small logo and link on the footer of the website for design purposes.
7. Indemnification. Client agrees to defend, indemnify, and hold harmless Witness Results, at Client’s expense, in any suit brought against Witness Results on the grounds that any information or materials provided by Client for the Service, or any part thereof, infringes upon any valid United States or International patent, copyright, trademark, trade secret, or other intellectual property right, and Client shall pay the amount of any final judgement that may be awarded against Witness Results in any such suit, provided that Witness Results shall have given prompt written notice to Client of any claim of infringement.
8. Entire Agreement. The Agreement, Including any exhibits, estimates, invoices attached hereto and deemed incorporated herein as though fully set forth, constitutes the entire agreement between the Parties concerning the services to be provided by Witness Results to clients, supersedes all prior and contemporaneous communications or agreements written or oral, concerning the Services to be provided by Witness Results to client, and is intended by the Parties to be a complete and exclusive statement of the terms of the agreement between them concerning the Services provided by Witness Results to Client. The Agreement may only be modified in writing with acknowledgement by both Parties.
9. Assignment. The Client may assign the agreement upon the prior written consent of Witness Results. The agreement is binding upon the heirs, assignees, and successors in interest.
10. Complete Contract/Amendment. The Agreement supersedes all prior agreements and understanding between the Parties for performance of the Services, and constitutes the complete agreement and understanding between the Parties. Any changes outside the Agreement itself must be written and properly executed and incorporated by the reference into the agreement to have meaning or enforcement.
11. Project Changes during Design Process. During the first phase of the custom website project. Witness Results will create one website design concept for the Client and offer up to two rounds of design revisions for approval. Upon approval of website design(s), additional changes to the graphical layout or design of the website will incur additional charge to the Client unless otherwise agreed upon between Witness Results and the client. Such website design changes must be evidenced in writing and shall be included as a new attachment to the agreement.
12. Project Changes during Build Process. Client shall have the right to request a change in the scope of services, project parameters, etc. to be rendered under the agreement. Such change of scope must be evidence in writing and shall be included as a new attachment to the agreement. Witness Results shall have the discretion to determine whether requested change of scope is outside the original parameters of the agreement and, therefore, requires and adjustment in fees. More than two rounds of build revisions my result in a change of scope. The parties shall agree to a change in fees and timing resulting from such change of scope, which shall be included in the new attachment
13. Third Party Data Feeds. Witness Results can utilize third party data feeds but is not responsible for the data operating correctly as they are third party functionality.
14. Websites Edits by Client: Client will have access to make standard edits to their website. In the event that an issue has occurred causing website errors in any way due to client edits, Witness Results will restore the website to working order at a billable rate of $150.00 per hour.
15. Client Responsibilities. The estimated time to launch is from thirty to sixty days of the contract date. The Client will be fully responsible for any delays caused by request of any type, including any changes to the website, requests for additional design options, or failure to provide any information requested by Witness Results. The Client will assume full financial responsibility for such delays, and Witness Results will not be asked to pause billing or refund any amount to the Client.
16. Google AdWords Disclosures. Working with Third Parties
Existing Content – I acknowledge that Witness Results may use the written content from my existing website to launch my website.
Optional Photos – I will submit any photos to be used with the launch of my website within 3 business days of today. I understand that if I don’t provide photos within the time-frame, Witness Results will use stock images to launch my website.
Domain Info – I agree to supply necessary access information so that Witness Results can transfer my website domain to Witness Results’ servers, within 6 business days of today.