Contract Agreement Terms & Conditions
Thrive Media encourages our clients to read and understand the agreements set forth on your projects. If you have any questions, comments, or concerns, please feel free to contact a representative using the form to the right.
For simple viewing, we have created quick links to take you to the contract terms you wish to view.
Website Design / Web Development Agreements
Authorization
Client is engaging Thrive Media, located at Good Earth City Centre, Sector 50, Gurugram, Haryana 122018, as an independent contractor for the specific purpose of developing and/or improving a web site. The Client hereby authorizes Thrive media to access the above FTP account, and authorizes the web hosting service to provide Thrive media with “write permission” for the Client’s web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for the stated project(s). Should Client not have a hosting account, Thrive media may provide hosting at an additional fee. The Client also authorizes Thrive media to publicize their completed web site to Web search engines, as well as other Web directories and indexes. Client attests they are the true owner of the website or are an authorized agent of the owner, with authority to enter into this contract for services.
2. Standard Web Site Package:
Domain Registration. Thrive media will secure a domain name for the Client at the Client’s request. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement. These are Internic fees, and are not a source of income for the Thrive media.
If the Client already has a domain name, Thrive media will coordinate redirecting the address to the new host. Should Client desire a specific domain name, which is already owned by another party, negotiations for said domain name must be undertaken by Client. Thrive media has no responsibility for negotiation or purchase of domains.
Text. Copy for web site must be supplied by the Client in a “.doc” format via disk or email attachment. Otherwise, if not supplied on disk or via email, there will be an additional charge for typesetting.
Graphics. Photographs and other miscellaneous graphic images must be supplied by Client. Photographs and graphics not supplied by Client will be added cost to the contract between Thrive media and Client.
Installation. The finished site will be uploaded to Client’s hosting company or hosting provided by Thrive media. E-mail response link on each web page to any e-mail address the Client designates.
Cross Browser Compatibility. Our agreement contemplates the creation of a web site viewable by Microsoft Internet Explorer, Mozilla Firefox, and Google Chrome browsers. Compatibility is defined herein as all critical elements of each page being viewable in above listed browsers. Client is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions of above listed browsers are developed, the new browser versions may not be compatible. In the absence of a Maintenance Agreement, time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement.
CGI / Perl. This contract contemplates one basic form embedded on the Clients web site with the data captured in each form delivered to the Client at the Client’s specified e-mail address. If a specific script beyond this capability is requested by the Client and it must be purchased or created by the Thrive media at the Client’s request, the charge for the script, if any, will be billed back to the Client.
3. Online stores only
The text and graphic content of the web pages will be supplied by the Client and executed as specified by the Client in the Web Design Agreement (incorporated by reference). It is understood that total prices calculated are likely to vary from the final amount due to different quantities of products, categories, photos, regular pages, etc. in the final store.
An Estimate is listed in the Master Service Agreement and/or Web Design Agreement and governs the prices for this contract. Notwithstanding any prices listed in literature or on web pages, the Client and Thrive media agree that the services described above in this section shall be completed for the amount indicated in Master Service Agreement and/or Web Design Agreement and upon this amount the first payment shall be determined. The final pay actually completed at the prices indicated and additional services included.
We include e-mail/phone consultation of up to two (2) hours total general Internet orientation education, marketing strategy, Web design consultation, and helping Clients learn to use the store software. Telephone long distance charges are in addition to package rates quoted. Additional education and consultation will be at the hourly rate.
Product web pages, products, or photos added after the store is ready for advertising to the Web search engines will be calculated for actual time spent at the hourly rate specified in the Agreements.
4. Available Services:
This agreement
includes all the aforementioned services plus:Page Redirection / Plug-in Technology. JavaScript programming page redirection based on the presence or absence of a viewer’s browser, plug-in, screen resolution and platform. Note however, that if additional pages are necessary to accommodate specific browsers, plug-in technology, screen resolutions, or platforms additional charges may apply.
Graphic Creation / Banner Advertisements. This custom package contemplates that Thrive media will create, capture or receive from the Client all the graphic elements necessary to complete the Client’s web site. This includes creation / redesign of Corporate Identity (logo), ancillary images, animated graphics, photography and banner advertisements. Client is responsible for all copyright licenses.
Java Applets. This custom package contemplates the use of Java Applets specified in the Master Service Agreement and/or Web Design Agreement (incorporated by reference). Clients are encouraged to not use Java Applets as many viewers on America Online will be served an error when trying to view the page. Java Applets may also ‘crash’ older computers on download and download times for some viewers can be excessive.
Macromedia Flash Macromedia. Flash is always an option and the specific understanding of our arrangement will be listed in the Master Service Agreement and/or Web Design Agreement. Although Flash work is charged by the hour, the Thrive media warrants to protect the client by specifying a maximum charge in advance which will be listed in the Master Service Agreement and/or Web Design Agreement. The Thrive media warrants to work earnestly and efficiently to provide service under the maximum charge. Should unforeseen complications arise, Client will be notified.
DHTML. This custom package contemplates using DHTML technology. The rate to program each DHTML page will be specified in Master Service Agreement and/or Web Design Agreement. The Client understands that DHTML technology may not work in older browsers and some DHTML technology is not cross-browser specific.
Real Audio/Video. This custom package contemplates using Real Audio or Real Video on the Client’s site. If chosen, however, the charges for such will be listed on order form.
E-commerce. This custom package contemplates the possibility of an e-commerce enabled site. If a shopping cart is required for the Client’s site, the charges for the shopping cart will be listed in the Web Design Agreement.
Secure Certificate. If the Client selects an e-commerce enabled site, the Client is encouraged to obtain a secure certificate for online transactions. The Client understands that if they do not obtain their own secure certificate, design capabilities on the shopping cart itself may be limited.
Merchant Account. The Client will need a Merchant Account to enable the ability to accept credit cards online. Any charges necessary to secure the Merchant Account are chargeable to the Client.
Real Time Credit Card Processing. If the Client has a high volume / high sales web site, real-time credit card processing will be desired. In this instance, the Thrive media will assist the Client in obtaining this service. Any charges related to this service are the responsibility of the Client as an addition to this agreement.
ASP / Cold Fusion. Sites requiring database design may require Microsoft ASP or Allaire Cold Fusion technology. Any charges applicable to ASP or Cold Fusion are in addition to this agreement.
Databases. Costs for creation of a database will be specifically listed in Web Design Agreement.
Training. The Thrive media will provide e-mail and telephone assistance to the Client’s designated representatives regarding management of the Client’s web site at a pre-negotiated rate.
5. Additional Expenses
Client agrees to reimburse the Thrive media for any critical Client requested expenses necessary for the completion of the project. Examples would be:
• Purchase of stock photos at the
Client’s request.• Purchase of upgraded hosting
capabilities at the Client’s request.• Purchase of specific fonts at the
Client’s request.• Purchase of specific photography at
the Client’s request.• Purchase of specific software at the
Client’s request.6. Client Amends / Changes
Thrive media prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of the Thrive media’s business. To that end, we encourage and require input from the Client during the design process. To facilitate the timely creation of the website and in order to keep the project workflow on time, Client agrees to respond to Thrive media requests for information within three (3) business days in order to keep to the estimated time-line of design. Client’s failure to provided requested information within five (5) businesses days will result in project being put on hold. The outstanding balance of the contract will be due immediately in order to resume work after the client’s failure to timely respond.
The Thrive media understands that Clients may request significant design changes to pages that have already been constructed to the Client’s specification. To that end, please note that our agreement does not include a provision for significant page modification or creation of additional pages in excess of our agreed page maximum listed in the Web Design Agreement. If significant page modification is requested after a page has been built to the client’s specification, we must count it as an additional page. Client will approve in writing additional fees of additional pages prior to work commencing. Electronic methods of communication, such as email, will be considered a writing for the purposes of this Agreement. The additional charges are based on Thrive media project packages and time spent at the time changes are requested.
Some examples of
significant page modification at the request of the Client include:• Developing a new table or layer
structure to accommodate a substantial redesign at the Client’s request.• Recreating or significantly modifying
the company logo graphic at the Client’s request.• Replacing more than 25% of the text
to any given page at the Client’s request.• Creating a new navigation structure
or changing the link graphics at the Client’s request.• Significantly reconfiguring the Client’s shopping cart with new product, shipping or discount calculation if an e-commerce enabled site has been selected by the Client. Changing the POS system from initially established merchant service
• Small changes/revisions related to individual pictures, text, content, or graphics that require more than one hour of Thrive media development time shall be billed at a rate of 1000rs per hour thereafter.
• Establishing or setting up hosting, managing email server setup, or managing issues hereto.
Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved in the design of each page are encouraged to negotiate an agreement which exceeds the page maximum. If significant page modification is requested by the Client after the page maximum has been reached a Change Request with estimated costs will be submitted for Client approval prior to changes being done. Maximum of one revision allowed for the design wireframe and one final revision not to exceed the limits herein.
Minor changes, however, will always be covered during our development of the site and also covered by our one month of free maintenance.
7. Third Party or Client Page Modification
Some Clients will desire to independently edit or update their web pages after completion of the site. Thrive media is not responsible for any damage created by the Client or agent of the Client. Any repairs required will be assessed at an hourly rate listed in the Master Service Agreement and/or Web Design Agreement with an one (1) hour minimum charge.
8. Web Hosting
The Client agrees to select a web hosting service that allows Thrive media full access to the web site and a cgi-bin directory via FTP and telnet. The Client further understands that if the web hosting service’s operating system is not a Unix system, standard CGI software may not work, and providing a substitute may incur additional charges.
9. Search Engine Registration
Thrive media will optimize the Clients web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client’s web site to each of the major search engines. Thrive media also offers advanced search engine optimization and site promotion services. If advanced search engine optimization and site promotion services are desired the agreement for said services will be listed in a separate agreement.
Thrive media encourages all commercial Clients to obtain advanced Search Engine Optimization and Site Promotion services.
10. Work Schedule and Completion Date
Thrive media will submit a First Mockup Draft of the web site within thirty (30) days, but only after Thrive media receives the signed agreement, along with down payment and initial direction from the Client. Final payment is due thirty (30) days after signing or upon project completion, if completed in less than thirty (30) days. Client to provide Thrive media with all the data needed to complete web site, including text, company logo, and photos. Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via e-mail or by signing a printed copy of the design and faxing to Thrive media. The approval is required within five (5) business days or the project will be put on hold, and the remaining balance on the contract will be due in full before work begins again. Once this acceptance is received from the Client, the work necessary to complete the project will continue.
Upon completion of the web site, an e-mail or letter and invoice will be sent to the Client advising the Client that the work has been completed. Client will supply written approval by printing, initialing and faxing or scanning and emailing of each approved page of the web site. Client’s failure to provide approval of final design within five (5) business days will result in the project being put on hold until requested approval is provided, and an additional fee of ten percent (10%) will be incurred. This fee will be added to the final contract total and must be paid prior to release of the website. After approval and the contract has been paid in full including additional project cost or late fees, the site will then be uploaded to Client’s hosting company. Failure to approve or pay for final contract price, and late fees, if any, will result in the web site being deleted from the Thrive media server after thirty (30) days, and all payments forfeited. Client will receive notification prior to deletion of web site from server.
11. Maintenance Grace Period
This agreement includes minor web page maintenance to regular web pages (not store product pages) over a ten-day period, including updating links and making minor changes to sentences or paragraphs. It does not include removing more than ten percent (10%) of the text from a page or replacing the content, and any such request will require additional payment for services.
If the Client or an agent other than Thrive media attempts updating the Client’s pages, time to repair web pages will be assessed at the hourly rate listed on the Master Service Agreement and/or Web Design Agreement and is not included as part of the updating time. The ten day maintenance period commences upon the date the Client receives possession of the web site after final payment.
Changes requested by the Client beyond those limits will be billed at the hourly rate of $95 per hour. This rate shall also apply toward additional work authorized beyond the maximums specified above for such services as: general Internet orientation education, marketing consulting, web page design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping Clients learn how to use their own web page editor. CGI programming charges, if any, are not included in this rate.
12. Extended Maintenance Contracts
Terms for Maintenance Contracts will be listed in Master Service Agreement and/or Web Design Agreement using one of two methods.
The Monthly “Flat Rate” Maintenance Contract, payable each month, allowing up to two (2) hours of changes per month, including new pages and store product changes. The “Flat Rate” Agreement is payable each month, whether the time is used or not. Changes requested, which go beyond the two (2) hour limit, are chargeable at the rate disclosed.
The “As Needed” Maintenance Contract is a monthly chargeable agreement, higher than the “Flat Rate”, but offering cost savings on sites with little to no changes. Charges incur when Client requests a change with a one (1) hour minimum charge.
13. Copyrights and Trademarks
The Client represents to Thrive media and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Thrive media for inclusion in web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. Further, Client hereby agrees to indemnify and hold harmless Thrive media and the officers, directors, employees, trustees, agents, investment advisors, collateral managers, servicers, and counsel of Thrive media (collectively called the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever suit from the use of such elements furnished by the Client, including fees, investigation expenses, and reasonable attorneys’ fees.
14. Assignment of Project
The Thrive media reserves the right to assign certain subcontractors to this project to insure the quality of the project as well as on-time completion. The Thrive media warrants all work completed by subcontractors for this project.
15. Authorized to Enter Contract
Authorized representative of the Client certifies that they are at least 18 years of age and legally capable and fully authorized to enter into this contract in accordance to the law of India on behalf of the Client.
16. Warranties and Liability
Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or Thrive media. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.
Client hereby agrees to indemnify and hold harmless Thrive media, Web Hosting Service, and the Host Server from any claim resulting from the Client’s publication of material or use of those materials. Client hereby agrees to indemnify and hold harmless Thrive media, Web Hosting Service, and the Host Server and the officers, directors, employees, trustees, agents, investment advisors, collateral managers, servicers, and counsel of Thrive media, Web Hosting Service, and the Host Server (collectively called the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever of the materials on the Client’s web site.
It is also understood that Thrive media will not publish information over the Internet which may be used by another party to harm another. Thrive media will also not develop pornography, racist, or objectionable content or any software that has been illegally copied and made available (commonly referred to as “warez”) on the web site for the Client. Thrive media reserves the right to determine what is or is not pornography and/ or objectionable content.
Thrive media does not guarantee the functions of the site will meet Client’s expectations of site traffic or resulting business or that the operation of the web pages will be uninterrupted and / or error-free. Thrive media is not responsible for occasional downtime of email or web sites due to line interruptions and/or other instances beyond Thrive media’s control.
17. Indemnification
Client agrees that it shall defend, indemnify, save and hold Thrive media harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with Thrive media’s development of the Client’s web site. This includes Liabilities asserted against Thrive media, its subcontractors, it’s agents, its clients, directors, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.
Client also agrees to defend, indemnify and hold harmless Thrive media against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s web site. This includes infringing on the proprietary rights of a third-party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.
18. Rights Upon Termination of Agreement
Thrive media shall transfer, assign and make available to Client all property and materials in Thrive media’s possession or subject to Thrive media’s control that are the property of Client, subject to payment in full of amounts due pursuant to this Agreement.
Thrive media also agrees to provide reasonable cooperation in arranging for the transfer or approval of third party’s interest in all contracts, agreements and other arrangements with advertising media, suppliers, talent and others not then utilized, and all rights and claims thereto and therein, following appropriate release from the obligations therein. Thrive media will charge at a rate of 1000rs per hour for such services and payment is due at the time of service requested for the estimated hours needed to complete services.
In the event the Client terminates this contract by registered letter within 10 days, twenty-five percent (25.0%) of down payment will be refunded. Work completed shall be billed at the hourly rate stated in Agreement, and deducted from the remaining down payment, the balance of which shall be returned to the Client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the Client shall be liable to pay for all work completed at the hourly rate. No portion of this initial payment will be refunded unless a written application is made within 10 days of signing this contract.
Refund request must be submitted by registered letter to Thrive Media, Good Earth City Centre, Sector 50, Gurugram, Haryana 122018.
19. Default
20. Notices
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
21. Laws Affecting Electronic Commerce
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client understands and agrees to be solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Thrive media and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.
22. Ownership to Web Pages and Graphics
Copyright to the finished assembled work of web pages and graphics produced by Thrive media shall be vested with the Client upon final payment for the project. This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project.
Rights to photos, graphics, computer programs are specifically not transferred to the Client, and remain the property of their respective owners. Thrive media and its subcontractors retain the right to display all designs as examples of their work in their respective portfolios.
23. Litigation
Any disputes arising from this contract will be litigated in New delhi,India . This agreement shall be governed and construed in accordance with the laws of India. All reasonable attorneys’ fees incurred by Thrive media to enforce these Agreements will be paid by the Client.
Undersigned hereby agrees to the terms, conditions and stipulations of this agreement on behalf of their organization or business. This Agreement constitutes the entire understanding of both parties. Any changes or modifications thereto must be in writing and signed by both parties.
24. Payment of Fees
A minimum deposit of fifty percent (50.0%) is required to commence work, and will include all applicable local, state, federal, and VAT taxes required to be collected.
Fees to Thrive media are due and payable on the following schedule: fifty percent (50.0%) upon signing of contract, remaining balance is due thirty (30) days after signing, or upon project completion, whichever date is sooner. The balance, if any, upon project completion, but prior to delivery / uploading, including any late fees and additional services provided during the course. The final payment must be made prior to delivery / uploading. If the total amount of the contract is less than Seven Hundred and NO/100 Dollars ($700.00), the total amount shall be paid upon signing of contract and any additional costs incurred during development will be invoiced at the completion of the web site.
Advertising the pages to Web Search Engines and updating occur only after the final payment is made. All payments will be made in US funds.
Thrive media reserves the right to remove web pages from viewing on the Internet until final payment is made. If a payment delay is anticipated, please contact Thrive media immediately for an alternative arrangement. In case collection proves necessary, the Client agrees to pay all reasonable attorneys’ fees and expenses incurred by that process. This agreement becomes effective only when signed by Thrive media. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this contract was entered into in New Delhi, India.
25. Entirety of the Agreement
The agreement contained in this Master Service Agreement and/or Web Design Agreement constitutes the entirety of the Agreements between Thrive media and the Client regarding this web site. Any additional work not specified in this contract, must be authorized by a written change order. All prices specified will be honored for thirty (30) days after both parties sign this contract. Continued services after that time will require a new agreement. This agreement terminates and supersedes all prior understanding or agreements on the subject matter hereof. Any changes or modification thereto must be in writing and signed by both parties.
Pay-Per-Click Management Agreement
Thrive Media Pay-Per-Click (“PPC”) advertising campaigns are based around proprietary competitive analysis methods, selection of optimum keywords, proprietary software developed by Thrive media, and standard operating procedures that are unique to Thrive media. Thrive media will attempt to increase Client’s web traffic/clickthrough rates (CTR). The methods of Thrive media’s market analysis and PPC management are trade secrets. As such, ALL Pay-Per-Click accounts, competitive analysis, market research, and other information gathered will remain the sole property of Thrive media. As part of each PPC advertisement management service program, Thrive media performs a number of tasks. Specifically, these tasks include:
- Keyword Research and Selection: Thrive media performs market research using proprietary methods to perform market research. Keywords are selected and monitored to ensure the campaigns are employing effective strategies to maximize return on investment ( ROI).
- Campaign Management. Thrive media utilizes proprietary methods to strategically utilize PPC Advertising. Google and other 3rd Party Media Fees
Monthly payments for PPC to Google Adwords and any other third-party advertising platforms will be placed on your credit card. These fees are in addition to the Thrive media management fees. The Client is responsible for the payment to Google Adwords or other third-party advertising platform. Failure to pay for PPC fees to Google Adwords and any other third-party advertising platforms will result in a suspension of the Client’s account. Client is responsible for all such fees and arbitration of late fees from the individual platform.
Management Fees & Cancellation Policy
Thrive media management fees are payable directly to Thrive media and are in addition to the fees paid to Google Adwords and any other third-party advertising platform. All rates provided are for the work actually contemplated by this agreement. In the event that additional work is required or requested beyond what is reasonably contemplated by this agreement, Client agrees to pay any additional charges for such unanticipated or requested work at an hourly rate or monthly fee mutually agreeable to both parties. Client authorizes Thrive media to debit the pre-authorized ACH account or credit card and agrees not to dispute payments with the credit card company so long as the transaction corresponds to the term indicated in the contract. Auto Renewal at the end of the ad-spend cycle is automatic, therefore, if a client chooses to increase their budget they may have multiple ad spend cycles per month/week/day, PPC agreements MUST be canceled in writing to [email protected]; OR [email protected]. After cancellation notice, Thrive media will halt spending on any ad platform that is currently being used for advertising. ALL Fees paid to Thrive media are non refundable.
Employment
For a period of three (3) years after the Project and future services completion, Client agrees not to hire or utilize the outside services of any current or former Thrive Media employee.
Attorney Fees
Any late payment or failure to pay shall be subject to costs of collection, including reasonable attorneys’ fees and expenses.
Limitation of Liability
THRIVE MEDIA IS NOT LIABLE FOR ANY AMOUNT EXCEEDING THE PRICE PAID BY CLIENT FOR SERVICES UNDER THIS AGREEMENT GIVING RISE TO ANY CLAIM. IN NO EVENT SHALL THRIVE MEDIA BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS’ FEES) EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.
Indemnification
Client covenants and agrees to fully indemnify, defend, and hold harmless Thrive Media and the officers, employees, directors, and representatives of Thrive Media, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of actions, liability and suits of any kind and nature, including, but not limited to, injury, death, property damage, made upon Thrive Media, directly or indirectly arising out of, resulting from, or related to Client’s activities, including any actions or omissions of Client, or their agent officer, director, representative, employee, consultant or beneficiary of this service. The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. Client shall promptly advise Thrive Media in writing of any claim or demand against Thrive Media or Client known to Client related to or arising out of Client’s activities under this contract and shall see to the investigation and defense of such claim or demand at Client’s cost. Thrive Media shall have the right, at its option and at its own expense, to participate in such defense without relieving Client of any of its obligations under this paragraph.
Governing Law and Forum
This Agreement shall be governed by and construed in accordance with the laws of India. Any action shall be initiated and maintained in a forum of competent jurisdiction in New Delhi, India.
Miscellaneous
This document and any attachments incorporated by reference constitute the entire agreement between the parties with respect to its subject matter and supersede all other communications, whether written or oral. This Agreement may be modified or amended only by a writing signed by the party against whom enforcement is sought. Any provision of this agreement found by a court of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Neither party shall be liable for delays caused by events caused by acts of God, civil unrest, terrorism, or other incidences beyond the control of the parties. Waiver of any provision of this agreement in one instance shall not preclude enforcement of such provision on future occasions. Headings are for reference purposes only and have no substantive effect.
Search Engine Optimization (SEO) Contract Agreement
This contract is entered into between Thrive Media and Client stated in SEO ContractAgreement (hereinafter referred to as “Client”) on the date specified on the Master Service Agreement and Search Engine Optimization Agreement.
- Thrive media will provide Client with Search Engine Optimization Services (hereinafter referred to as “SEO”) as described in the Master Service Agreement and / or Search Engine Optimization Agreement (incorporated herein by reference). Thrive media will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client’s website.
- Search Engine Optimization Fees The total fee for the SEO services to be provided on a monthly basis specified by the Client’s contract. All fees must be paid in full on each monthly cycle. The monthly billing cycle is determined by the date of contract signing. Thrive media‘s SEO services are intended to serve two main purposes: First, to provide the Client with increased exposure in search engines, and Second, to drive targeted online traffic to the site. Thrive media‘s SEO Services will include (but are not limited to):
- Researching keywords and phrases to select appropriate, relevant search terms. Obtaining “back links” from other related websites and directories in order to generate link popularity and traffic.
- Editing and/or optimization of text for various html tags, meta data, page titles, and page text if necessary. Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.
Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches. Create ranking reports for client’s site and any associated pages showing rankings in the major search engines.
- For the purposes of receiving professional SEO services, Client agrees to provide the following:
- Administrative/backend access to the website for analysis of content and structure.
- Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.
- Unlimited access to existing website traffic statistics for analysis and tracking purposes.
- Authorization to use client pictures, logos, trademarks, website images, pamphlets, or other content for any use as deemed necessary by Thrive media for search engine optimization purposes.
- If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. Thrive media can create site content at additional cost to the Client.
Cancellation Policy: SEO
Auto-renewal at the end of the current contract period for a month to month renewal unless Client notifies Thrive media in writing to cancel the service within 60 days prior to the contract end date. The billing cycle is determined by the date the original contract is signed, and billed on a monthly basis thereafter. The SEO contract will automatically convert to a month to month agreement, billed in the same manner and amount as the existing SEO agreement and beginning after the existing contract ends. Client must give Thrive media a minimum of sixty (60) day advance notice of the intent to cancel the month to month contract based on the billing cycle date, in writing at [email protected] .
- Client must acknowledge the following with respect to SEO services:
- All fees are non-refundable.
- Failure to provide mandatory written sixty (60) day notice of cancellation as detailed in the Cancellation Policy above will result in a one-time cancellation fee equal to 1.5 times the monthly contract amounts due and payable upon demand. Client will be invoiced the one-time cancelation fee. Failure to promptly remit payment within 10 days of the invoice date will result in a 10% late fee, which will be added to the cancellation fee. Client shall pay interest on the unpaid invoices and associated late fees more than 10 days past due at a rate of 1.5% per month (18% APR or the maximum rate allowed by law). Invoices delinquent for more than 30 days may result in the reporting of delinquent payments to credit reporting agencies. Failure to pay delinquent accounts may result in debt collection proceedings. Client shall pay all fees, expenses, and court costs, including reasonable attorneys’ fees, incurred by Thrive media in connection with the collection of the delinquent account. Should an invoice or fee be disputed, Client is required to pay all undisputed amounts owed to Thrive media promptly to avoid late fees and interest.
Client agrees that Thrive media will maintain ownership of the intellectual property provided to Client until the account is closed and all balances owed are paid. After which, the intellectual property provided to the client shall be deemed a ‘work for hire’ and ownership transferred to Client.
- All fees, services, documents, recommendations, and reports are confidential.
- Thrive media 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. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
- Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms, and other competitive factors, Thrive media does not guarantee any particular positions or consistent top 10 positions for any particular keyword, phrase, or search term.
Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than a predetermined time of Google’s discretion. This is referred to as the “Google Sandbox.” Thrive media assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties. Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within thirty (30) days of campaign completion, Thrive media will re-optimize the website/page based on the current policies of the search engine in question.
Some search directories offer expedited listing services for a fee. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion or expedited service fees. Thrive media can offer a list of expedited listing services upon request. Thrive media does not, by default, host or maintain the client’s website and is not responsible for fees or service issues. In no event shall Thrive media be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, incidental or consequential damages (including lost savings or profit, lost data, business.
Hosting – If Thrive media does host client website, contract terms will either be annotated on the SEO agreement or separate agreement. The following terms and conditions apply: Auto-renewal at the end of the current contract period for a month to month unless Client notifies Thrive media in writing to cancel the service within 60 days prior to the contract end date. The Hosting contract will automatically convert to a month to month agreement, billed in the same manner and amount as the existing hosting agreement and beginning after the existing contract ends. Client must give Thrive media a minimum of sixty (60) days advance notice of the intent to cancel the month to month contract in writing at [email protected] or via certified mail. Client may be billed additional fees for assistance to transfer to new hosting. Client will be notified and must agree prior to additional fees being assessed. Default transfer includes the website field and database sent to the client email on file. Thrive media hosting service does not include additional cost incurred from hacking or unauthorized access.
- Responsibility. Thrive media is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
- Additional Services. Any services not specifically listed herein (such as managing pay- per click campaigns, copywriting, web design, re-design, or any changes associated with the website that do not involve on page SEO work at the discretion of Thrive media, etc.), are not included.
- Intellectual Property Rights. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Thrive media for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Thrive media and its subcontractors from any liability or suit arising from the use of such elements.
- Venue and Dispute Resolution. This Agreement (Contract) shall be governed by the laws of India and the parties submit to the exclusive jurisdiction of the courts of New Delhi, India in respect of any dispute or difference between the client and Thrive media arising out of this Agreement. Any dispute or difference can also be resolved outside the court by appointing an independent third party (also known as arbitrator or mediator) on mutual agreement of the client and Thrive media.
- Attorney Fees. Any late payment, failure to pay, or legal action required to enforce this agreement shall be subject to costs of enforcement and/or collections, including reasonable attorneys’ fees and expenses.
- Employment. For a period of three (3) years after the Project and future services completion, Client agrees not to hire or utilize the outside services of any current or former Thrive Media employee.
- Miscellaneous. This document and any attachments incorporated by reference constitute the entire agreement between the parties with respect to its subject matter and supersede all other communications, whether written or oral. This Agreement may be modified or amended only by a writing signed by the party against whom enforcement is sought. Any provision of this agreement found by a court of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Neither party shall be liable for delays caused by events caused by acts of God, civil unrest, terrorism, or other incidences beyond the control of the parties. Waiver of any provision of this agreement in one instance shall not preclude enforcement of such provision on future occasions. Headings are for reference purposes only and have no substantive effect.
Software Development Agreement
This Software Development Agreement (” Software Agreement”) is made by and between Thrive Media,and the Client listed on the Master Service Agreement and the information document for the Software Development incorporated herein by reference. In consideration of the mutual promises herein contained, the parties agree as follows:
1. Duties and Responsibilities.
Thrive media shall serve as a contractor of Client and shall design, develop, and implement applications software (the “Software”) according to the functional specifications and related information, if any, listed on the Software Development information document. Thrive media acknowledges that it has been contracted for this specific task, and that it shall report all findings and make all recommendations directly to the management of Client. The Software, including all versions in either source code or object code form, shall be delivered to Client in accordance with the Master Service Agreement.
2. Ownership of Software.
Thrive media agrees that the development of the Software is “work made for hire” within the meaning of the Copyright Act of 1976, as amended, and that the Software shall be the sole property of Client. Thrive media hereby assigns to Client, without further compensation, all of its right, title and interest in and to the Software and any and all related patents, patent applications, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere.
3. Independent Contractor.
Thrive media is acting as an independent contractor with respect to the services provided to Client. Neither Thrive media nor the employees of the Thrive media performing services for Client will be considered employees or agents of Client. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership or principal-agent relationship between the parties, and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
5. Development.
Thrive media will utilize employees and/or contractors capable of designing and implementing the Software to be developed hereunder. All work shall be performed in a professional and workmanlike manner.
6. Change in Specifications.
Client may, in its sole discretion, request that changes be made to the Specifications, or other aspects of the Agreement and tasks associated with this Agreement. If Client requests such a change, Thrive media will use its best efforts to implement the requested change at no additional expense to Client and without delaying delivery of the Software. In the event that the proposed change will, in the reasonable opinion of Thrive media, require a delay in delivery of the Software or would result in additional expense to Client, then Client must approve additional fees and delay of the Project.
7. Confidentiality.
Thrive media acknowledges that all material and information supplied by Client which has or will come into Thrive media’s possession or knowledge of Thrive media in connection with its performance hereunder, is to be considered Client’s confidential and proprietary information (the “Confidential Information”). By way of illustration, but not as a limitation, Confidential Information includes the Software, trade secrets, processes, data, knowhow, program codes, documentation, flowcharts, algorithms, marketing plans, forecasts, unpublished financial statements, budgets, licenses, prices, costs, and employee and customer lists. Thrive media’s undertakings and obligations under this Section will not apply, however, to any Confidential Information which: (i) is or becomes generally known to the public through no action on Thrive media’s part, (ii) is generally disclosed to third parties by Client without restriction on such third parties, or (iii) is approved for release by written authorization of Client. Upon termination of this Agreement or at any other time upon request, Thrive media will promptly deliver to Client all notes, memoranda, notebooks, drawings, records, reports, files, documented source codes and other documents (and all copies or reproductions of such materials) in its possession or under its control, whether prepared by Thrive media or others, which contain Confidential Information.
8. Training.
Thrive media shall provide Client with training consultations with respect to the use of the Software as further described in Master Service Agreement. All training that Thrive media is required to provide hereunder shall be performed at such locations and at such times as are mutually agreed to by the parties. Upon the expiration of the Training Period, Thrive media will provide any support services necessary to insure Client’s continued use of the Software. Such services will be performed on a time and basis at Thrive media’s then current hourly rates for such services.
10. Term and Termination.
This Agreement shall commence upon the effective date and continue until all of the obligations of the parties have been performed. Termination of this Agreement will forfeit Client’s deposit.
11. Notices.
All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when mailed by certified or registered mail, postage prepaid, or by commercial overnight delivery service addressed as to the respective party.
12. No Waiver.
The failure of a party to require strict performance of any provision of this Agreement by the other, or the forbearance to exercise any right or remedy, shall not be construed as a waiver by such party of any such right or remedy or preclude any other or further exercise thereof or the exercise of any other right or remedy.
14. Entire Agreement.
This Agreement, with the Master Service Agreement and the terms listed on the Software Development Agreement information document (incorporated herein by reference) constitutes the entire agreement between parties as to the subject matter hereof and supersedes all prior understandings or agreements whether oral or written. This Agreement may be modified only be written instrument signed by the parties.
15. Successors.
This Agreement shall be binding upon and insure to the benefit of the successors and permitted assigns of the parties.
16. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
17. Governing Law/Jurisdiction/Venue.
The terms of this Agreement shall be construed and enforced under the laws of India.
18. Headings.
The headings used in this Agreement are for convenience only and are not to be used in construction or interpretation.
Hosting
- Auto-renewal at the end of the current contract period for a month to month unless Client notifies Thrive media in writing to cancel the service within 60 days prior to the contract end date. The Hosting contract will automatically convert to a month to month agreement, billed in the same manner and amount as the existing hosting agreement and beginning after the existing contract ends. Client must give Thrive media a minimum of sixty (60) days advance notice of the intent to cancel the month to month contract in writing at [email protected]or via certified mail. Client may be billed for additional fees for assistance to transfer to new hosting. Client will be notified and must agree prior to additional fees being assessed. Thrive media hosting service does not include additional cost incurred from hacking or unauthorized access.
