Rand Internet Marketing, LLC, a Florida limited liability company (“Rand”), performs professional website design and internet marketing services for its clients, herein referred to as “Client”, as more specifically detailed herein.
Authorization: The Client is engaging Rand as an independent contractor for the specific project of developing and/or improving a website to be installed on the Client’s server. The Client hereby authorizes Rand to access this server including FTP rights. The Client agrees to select a web Hosting Provider which allows Rand full FTP access to the website hosting environment. The Client also authorizes Rand to submit their completed website to Web search engines.
Hourly Rate: For purposes of this engagement, “hourly rate” refers to Rand’s blended hourly rate of $150/hour for Website Design, Programming, and Development, as well as Internet Marketing Services, including Search Engine Optimization, Pay Per Click Campaign Management, Social Media Marketing, E-mail Marketing, Marketing Consultations, and other related services.
Copyrights and Trademarks: The Client represents and warrants to Rand and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Rand 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, and will indemnify, hold harmless, protect, and defend Rand and its subcontractors, if any, from any claim or suit arising from the use of such elements furnished by the Client.
Copyright to Web Pages: Copyright to the finished assembled work of web pages produced by Rand as a work for hire is owned by the Client once paid for in full. The Client agrees that it shall not lock Rand out of its website or related accounts prior to Rand receiving full payment of fees and expenses as provided in this Agreement. In the event the Client violates the provisions of the foregoing sentence, Rand shall be entitled to injunctive relief. Client hereby authorizes and Rand retains the right to display Client graphics and other web design elements as examples of its work in any of its marketing materials—online or offline.
Copyright to Ad text: Copyright to the finished assembled work of ad text produced by Rand as a work for hire is owned by the Client once paid for in full.
Post Placement Alterations: Rand shall not be responsible for any alterations made by other parties to the Client’s websites, digital media, and other materials once placed. Such alterations include, but are not limited to, additions, modifications, or deletions.
Hosting Services: If the Client has engaged Rand to provide hosting services, Rand reserves the right to go offline for purposes of maintenance, upgrades and testing, and shall not be held liable or otherwise be liable for interruptions in hosting services.
Refusal to Service: Rand reserves the right to refuse service for any materials that Rand feels is/are not legal, moral or in the best interest of Rand. Furthermore, Rand is not responsible for the content of any materials.
Errors and Omissions: Rand will use good faith best efforts to ensure products authored by Rand are free of errors. However, Rand may not be held responsible for any errors that may arise in the course of authoring any products and the Client bears the ultimate responsibility to confirm no errors exist in the final product accepted by Client. Rand does not accept any liability for losses or damages arising from errors within any page or if web search submissions are not accepted. It is the Client’s responsibility to proof its web pages for errors and inform Rand of such errors. This process must begin immediately after the pages are posted to the web host for the Client to view.
Payment of Fees: Rand will invoice all project fees according to schedule of fees detailed in this Agreement, Specifics of Your Campaign and Fee Schedule. The Client agrees to pay such project fees as described in this agreement.
Venue and Applicable Law: This Agreement will be governed by and construed in accordance with the laws of the State of Florida. The appropriate venue for any legal action pertaining to this Agreement shall be Broward County, Florida. If any action is brought to enforce or interpret this Agreement, the prevailing party shall be entitled to costs and attorneys’ fees, whether incurred before or after suit is filed. Before commencing any lawsuit, the parties shall first submit themselves to mediation within 30 days of a demand thereto.
Cancellation: Either party may cancel this agreement upon written notification to the other party. Upon termination by either party, any project fees incurred through and including the date of termination shall be immediately due and payable to Rand. Such project fees shall include fees for any work in progress, contracted services fees, software purchases or graphics purchases to suit the Client’s project needs. Rand reserves the right to rescind any discounts offered to Client if Client terminates this Agreement prior to the completion of the entire suite of services requested by Client.
Additional Indemnification Provisions: The Client is required to ensure that the content of their pages meets all the current US legislation regarding publications. The Client shall further indemnify Rand in respect of any claims, costs or expenses that may arise from any material included in their products authored or placed on their behalf by Rand.
Entire Agreement: The agreement contained in this document constitutes the sole agreement between Rand and the Client regarding this project. Any additional work not specified in this contract must be authorized by Rand in writing.
Notices: Any notices pertaining to this Agreement shall be in writing and shall be transmitted by personal hand delivery or fax to Rand or to Client, or through the facilities of the United States Post Office, certified mail, return receipt requested at the addresses appearing for each party on the first page of this Agreement. Notices given by mail shall be deemed to be delivered on the day such notice is deposited in the United States mail, postage prepaid.
Payment, Cancellation and Refund Policy: If the Client terminates this Agreement 3 days after full execution of this Agreement, Rand agrees to return the initial payment, less the amount due based on the current hourly rate for the work completed through and including the date of termination. Work completed shall be billed the current hourly rate. If at the time of the cancellation work has been completed, the Client shall be liable to pay the entire contract.
Late Payment Policy: Any account not paid within five (5) days of its due date will be subject to a five percent (5%) late fee and interest at the maximum rate permitted by law. For any account set up for monthly payment, the penalty for late/declined payments will be discontinuation of service, and a $150 (one-hundred-fifty dollars), service fee will be charged for account re-activation. All interest and late fees imposed on the Client’s account shall continue to accrue monthly and are subject to compounding.
Returned Check Policy: In the event of a returned check or unpaid electronic fund transfer, the client will have 15 days to tender payment in the full amount of check plus service charge of: Twenty-five dollars, if the face value does not exceed $50; Thirty dollars, if the face value is more than $50 but does not exceed $300; Forty dollars, if the face value is more than $300; or 5% of the amount of the returned item, whichever is greater. This policy is pursuant to Florida Statutes s. 68.065.
No Inference Against Draftsman: No provision of this Agreement shall be interpreted against a party merely because that party or that party’s legal counsel drafted such provision.
Authority: The officer executing this Agreement on behalf of each party represents that he or she has the power and authority to bind such party.
Survival of Certain Provisions: All provisions of this Agreement pertaining to indemnification, injunctive relief or payment obligations shall survive the termination of this Agreement, except as specifically provided otherwise.
Third Party Vendors: The Client may be required to purchase certain products and/or services in conjunction with the provision of services by Rand under this Agreement. Rand may also engage in business with third parties on behalf of the Client. The parties agree that the Client is fully liable for the payment of any such products and services and Client shall indemnify, hold harmless, protect, and defend Rand and its subcontractors, if any, from any claim or suit arising from a breach of any such third party agreement by the Client.
Time is of the Essence: Time is of the essence in this Agreement. Notwithstanding the foregoing, timelines set forth in this Agreement are subject to reasonable adjustment for matters including, but not limited to, number of revisions required by the Client and time delays caused by Client feedback and approvals. Additionally, Rand is not responsible for any specific production deadlines unless otherwise specified and agreed to in writing.
Counterparts: Provided that all parties hereto execute a copy of this Agreement, this Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Executed copies of this Agreement may be delivered by facsimile transmission or other comparable means. This Agreement shall be deemed fully executed and entered into on the date of execution by the last signatory required hereby.
Guarantee Liability. Rand cannot be held liable, or held to any guarantees for Internet presence and ability to attract customers or clients that the Client may or may not expect from the provision of services by Rand under this Agreement. Rand shall only be required to meet the specifications listed in this document using best practices help the Client receive the desired results. Rand does not guarantee a website or feature will work in all versions of all web browsers, or in all hosting accounts, Nor functionalities not specifically guaranteed in this Agreement. Rand shall be paid for its services regardless of whether client prefers to utilize the products and services provided by Rand under this Agreement.
Disclaimer of Warranties. Rand does not warrant that the functions contained in its web pages or or other products will meet the client’s requirements or that the operation of the web pages will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages and web site is with client. Except as otherwise specified in this agreement, Rand provides its services “as is” and without warranty of any kind. The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
No Solicitation of Employees and Vendors: The client agrees not to solicit or otherwise engage in business with any of Rand Internet Marketing LLC’s Employees, Private Contractors, or other professional service people during the execution of this contract, and for a period of 2 years after Rand has completed or ceased work for the client.. The client will not engage in a business relationship of any kind directly with a Rand Employee or Contractor without the written consent from the ownership of Rand for this time period. This includes but is not limited to, employment, freelance work, referrals of clients, or other relationships that can potentially compete, conflict, disrupt, or otherwise effect Rand’s business.
Dispute Policy: All disputes with Rand are to be handled professionally with Rand directly. This prohibits the post of negative reviews of any kind on any review sites or social media sites. The Client is prohibited from reaching out to other Rand Clients in any way and providing negative review about Rand.
This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.
The client will be notified prior to any overage, and will have the opportunity to choose to have Rand continue on with the additional work. All requests for revisions, changes and updates should be supplied to Rand via e-mail, as should all content, in order limit the billed production hours related to transcribing this information over the phone or in person.
It is important to look at industry competitors and other websites to find any features that you want prior to having Rand begin on the design and development of your site. Rand will provide initial documentation to help you express what your needs and interests for your new site. Please make sure to fill out all forms as promptly and as completely as possible, and to include any members of your business whose opinions you want to incorporate.
We also highly recommend having all parties involved in the decision making process for your firm review all requests for revisions, changes, and updates prior to submitting them to Rand in order to avoid conflicting requests.
Items that client must provide if performing website design services:
Text: All copy/site content to be provided by client in electronic format, broken out page by page (Microsoft Word preferred). Rand should only be sent final version that have been edited, proofread, and spell checked, and that are formatted in the proper case and broken into paragraphs as you intend the content to be posted. Copywriting services can be quoted upon request, and are not included in this proposal.
Images: Images provided by client are to be in jpg format (preferably in high resolution of 150 dpi or above; we are not responsible if client’s images are blurry/pixilated due to low resolution). Client also has the option to choose stock photography from shutterstock.com, provide image ID’s of selected images to Rand, and Rand will purchase as a courtesy.
Website Hosting: Rand provides Linux based website and e-mail hosting services based upon a per year annual fee per domain. There may be an additional fee for dedicated IP addresses. Contact us for more information about this service. Rand cannot guarantee that your new website will run efficiently or effectively in every hosting environment, but can share required specifications upon request, and recommend other hosting companies for your consideration.
3rd Party Fees – Rand will integrate softwares and features, but any licensing or other fees are the client’s responsibility. This may include costs related to e-mail marketing, CRM softwares, LiveChat, Website Plugins, etc. Should you engage in E-commerce website development with Rand’s team, you will most likely need at least one Merchant Services account, (examples: Paypal, Authorize.net, Google Checkout) and one Shipping account (ex. FedEx or UPS). These accounts are the clients responsibility.
Domain Names: We recommend registering your .com with GoDaddy.com. We can assist you in selecting a domain that will be beneficial for search engine optimization upon request.
SSL Certificates – We recommend purchasing from GoDaddy.com. This helps keep credit card data safe as transactions are made through your website.
E-commerce Data Entry: Rand’s team can teach you how to enter your products using E-commerce platforms backend admin, and enter a few test products for you, however, our estimates do not include hours for manual data entry for entire product catalogs. There are 3rd party services, such as NChannel.com, shopping-cart-migration.com/ and file2cart.com/ , that may make this process faster/easier for you.
***Client is expected to provide the above mentioned items in a timely fashion, as not to delay the completion of this project. Payment schedule may not be postponed due to a delay in receiving the above mentioned items from the client.
For any inquiries regarding these terms, please contact Rand Internet Marketing, LLC via fax or postal mail.
Rand Internet Marketing
2901 W. Cypress Creek Rd.
Fort Lauderdale, Florida 33309