This Contract ("Agreement") is made and entered into on the date of electronic acceptance, between the Client and White Label Resell ("WLR"), collectively referred to as the "Parties". The Parties agree to the following terms and conditions:
Scope of Services:
WLR offers three different plans, Agency Essential, Agency Standard, and Agency Enterprise, that vary in terms of website pages, content, page design, and eCommerce functionality. Each plan includes some or all of the following services:
SEARCH ENGINE OPTIMIZATION
HOSTING & MAINTENANCE
The Client shall pay WLR for the services rendered under this Agreement according to the chosen plan. The Agency Essential plan costs $4,999 per month, the Agency Standard plan costs $9,999 per month, and the SEO Enterprise plan costs $14,999 per month. All plans require an annual commitment. The payment terms for this Essential plan require the Client to pay WLR $4,999 per month in consideration of the services provided. In the event of early termination by the Client, WLR reserves the right to retain any prepaid fees as liquidated damages.
Either party may terminate this Agreement with 30 days prior written notice after the initial 12-month term. In the event of early termination by the Client, WLR reserves the right to retain any prepaid fees as liquidated damages. If the Client breaches any term of the Agreement, WLR may suspend or terminate the Client's services immediately.
Warranties and Disclaimer:
Each party represents and warrants that it has the full corporate right and authority to enter into the Agreement, and neither party makes any representations or warranties, express or implied, regarding the products and services contemplated by the Agreement, except as expressly set forth in the Agreement. WLR makes no warranty that the services provided will be error-free or uninterrupted.
The Client agrees to indemnify, defend, and hold WLR harmless from any costs, expenses, losses, damages, or liabilities based on a claim that the Client's technology or marks infringe any intellectual property rights of a third party. The indemnifying party (the Client) shall have sole control and authority with respect to the defense and settlement of any such claim.
The parties agree to keep each other's confidential information and trade secrets confidential and to use such information solely for the purpose of performing obligations under the contract.
Each party agrees not to disclose, copy, or use the other party's confidential information, except as necessary to perform its obligations under the contract or as required by law.
Each party agrees to protect the other party's confidential information by using the same degree of care as it uses to protect its own confidential information of like nature and importance, but in no event less than reasonable care.
Limitation of Liability:
The contract limits each party's liability for certain types of damages, such as indirect or consequential losses, to the fullest extent permitted by law.
However, the limitation of liability does not apply to certain types of damages, such as those arising from death or personal injury caused by negligence or fraud.
The aggregate liability of WLR to the Client for any claims arising under or in connection with the contract, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, shall be limited to the amount paid by the Client to WLR during the twelve (12) months preceding the date the claim arose.
Ownership of Work and Content:
The Client acknowledges and agrees that all work performed and content created by WLR under this Agreement, including but not limited to website development, graphic design, search engine optimization, content marketing, and any other services provided, shall be the exclusive property of the Client upon full payment for the services rendered.
WLR hereby assigns and transfers to the Client all rights, title, and interest in and to the work and content created under this Agreement, including any intellectual property rights, such as copyrights or trademarks, to the extent such rights are legally assignable.
The Client is granted a perpetual, irrevocable, non-exclusive, worldwide license to use, modify, reproduce, distribute, publicly display, and perform the work and content created under this Agreement for any lawful purpose.
WLR retains no ownership or rights to the work and content, except as may be necessary for WLR to showcase and promote its services.
The Client agrees to indemnify and hold WLR harmless from any claims or liabilities arising out of the Client's use of the work and content created under this Agreement, including any claims of infringement or violation of third-party intellectual property rights.
In the event of early termination of this Agreement by the Client, ownership of the work and content created up to the date of termination shall remain with the Client, subject to the Client's payment obligations for services rendered.
This ownership provision shall survive the termination or expiration of this Agreement.
Entire Agreement. The contract contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements, or agreements that might have taken place in relation to the agreement.
Waiver. No waiver of any provision of the contract shall be effective unless it is in writing and signed by the party waiving its rights.
Notice. Any notice required or permitted to be given under the contract shall be in writing and delivered by email, certified mail, or personal delivery.
Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under the contract if such failure or delay is due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, fire, flood, or other natural disaster, or governmental actions.
Amendments and Severability. The contract may be amended only in writing signed by both parties. If any provision of the contract is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Assignment. The Client may not assign, transfer, or delegate any of its rights or obligations under the contract without the prior written consent of WLR. WLR may assign, transfer, or delegate any of its rights or obligations under the contract without the prior written consent of the Client.
Independent Contractors. The parties are independent contractors, and nothing in the contract shall be construed as creating an agency, partnership, or joint venture relationship between the parties.
Governing Law. The contract shall be governed by and construed in accordance with the laws of the State of California and the applicable federal laws of the United States. Any legal action or proceeding arising under or in connection with the contract shall be brought exclusively in the federal or state courts located in the County of San Francisco, California, and each party hereby consents to the personal jurisdiction of such courts.
Additionally, both parties acknowledge and agree that this contract is not intended to create any agency, partnership, joint venture, or employment relationship between them.
In the event of a dispute arising from or relating to this contract, the parties agree to first attempt to resolve the dispute through good-faith negotiations. If the dispute cannot be resolved through negotiations, the parties agree to submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will take place in the State of California and will be conducted by a single arbitrator. The prevailing party in any arbitration or litigation arising from or relating to this contract will be entitled to recover its reasonable attorneys' fees and costs.
Any notice or other communication required or permitted to be given under this contract must be in writing and delivered personally or sent by certified or registered mail, postage prepaid, or by a recognized courier service to the address of the party specified in this contract or as subsequently modified by written notice.
This contract may not be assigned by either party without the prior written consent of the other party, except that WLR may assign the contract in connection with a merger or sale of all or substantially all of its assets.
This contract and any exhibits attached to it constitute the entire agreement between the parties with respect to the subject matter of this contract and supersede all prior or contemporaneous agreements or understandings, whether written or oral. This contract may be amended only in writing signed by both parties.
This contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this contract as of the date first above written.
If signed electronically, the signatures above are considered original and valid for all purposes.
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Signed by Christian Clark (WLR)
Signed On: February 13, 2024
If you have questions about the contents of this document, you can email the document owner.
Document Name: Agency Essential Contract
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