Phaser Marketing

TERMS & CONDITIONS

Engagement: Client, by its execution hereof, engages Phaser Marketing as an independent consultant to perform the services outlined in the proposal. These Terms and Conditions as well as the information listed on the proposal are hereinafter referred to collectively as the “Agreement.”

Term: This Agreement shall become effective on the date accepted by Phaser on the proposal and shall continue for 6 months and then continue on a month-to-month basis thereafter. We do require a 30 Day Notice of Cancellation of Services. This Agreement may be terminated immediately by Phaser if (i) Client fails to pay any fees as and when due hereunder, or (ii) Client ceases to cooperate with Phaser or otherwise makes it difficult for Phaser to perform the services contracted hereunder, or (iii) Phaser discovers that Client is utilizing its website for any purpose that violates federal, state or local law.

Fees and Payments: During the Term, Client agrees to pay in full when due the monthly fees for the service selected by Client on the proposal. The first monthly fee shall be due upon acceptance of this Agreement. All subsequent monthly fees under this Agreement shall be due on the same calendar day of each successive month (i.e., if the Agreement is accepted on May 10, subsequent monthly fees payments shall be due on June 10, July 10, etc.). Client acknowledges and agrees that any fee not paid within (30) days (1 Month) after its due date, all services with Phaser shall be terminated immediately. Once paid, all fees shall be nonrefundable. Phaser reserves the right, at any time and from time to time, to increase the monthly and other fees charged by Phaser for the services provided hereunder upon forty-five (45) days’ prior notice to Client. 

General Changes: Unless otherwise provided in the Proposal, the client is allowed three design changes to the initial design. Client shall pay additional charges for changes in excess of the three design requests or after sign off of design. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. If Client requests or instructs Changes that amount to a revision in or near excess of 50 percent ( 50%) of the time required to produce the Deliverables, and or the value or scope of the Services, Phaser shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Phaser.

Client Authorization: Client authorizes Phaser to (i) access without limitation Client’s website to analyze its content and structure; (ii) to alter Client’s website as necessary or desirable in Phaser’s sole and absolute discretion for purposes of search engine optimization, and for any other purpose agreed to by Client and Phaser; (iii) upload such pages and content to the Client’s website as Phaser deems appropriate in its sole and absolute discretion for purposes of search engine optimization; (iv) make use of all of Client’s logos, trademarks, copyrights, website images and similar items to create informational pages and for other uses deemed necessary by Phaser to provide the services subscribed for hereunder; and (v) communicate with third parties as Phaser deems necessary in its sole discretion to perform Phaser’s services hereunder, including but not limited to Client’s web designer. 

Pay Per Click Services: Client consents to Phaser using reasonable efforts needed in order to improve campaign based on fluctuating market and competitor trends. Cost Per Lead will fluctuate due to monthly trends and can not be guaranteed by any member of the Phaser team. Client will be allowed access to View campaign strategy, keywords, ads and landing pages through a monitored screen-sharing session with a member of the Phaser team, but they will not be given access to view campaigns on their own in order to avoid potential strategy sharing with Phaser agency competitors. Client understands that all PPC Campaigns are the intellectual property of Phaser and Clients will not be given access in order to view the strategy put into place before or after termination. Client consents that they will be responsible for all payments and expenses to any Advertising Channels used and will take responsibility for all balances upon termination. Client understands that all Ad accounts, marketing materials and graphics used on Advertising Channels are property of Phaser even upon termination of services.

Termination of Services: Upon termination of this agreement, whether the reasoning was due to non-payment or client’s choice to end the contract, Client shall have (30) days from the effective date of termination to move it’s website to another website host. If Client has not, by the end of such (30) day period, moved it’s website to a new website host, Phaser shall have the authority and right, without notice to or the consent of Client, to remove Client’s website from Phaser’s server, with no liability to Phaser for such removal.

 If at some point in the future our agreement ends and the client wants to move in a different direction they have 3 options for transition their site:

  • Clients can pay Phaser $500 per month to continue hosting on the Phaser server and we can continue providing our m website updates as needed.
  • If a Client has an IT provider that understands how to transition the website, we will provide a complete backup that they can use at no additional charge.

Hosting & eMail Management: Client understands that Phaser will host their website on our server but not their email. If a client requires a solution to manage and maintain email accounts (email@domain.com) then they can set that up with their IT provider or Phaser will recommend a provider to configure their email account(s) for them at an additional fee paid to that provider directly.

Ownership:  In the event of termination, the Parties agree that the website, graphics & content developed by Phaser on behalf of the client as a function of this agreement will be released to the client at no additional charge once they have been onboard and paid for at least (six) months of service. Alternatively, Client can buy out the website prior to 6 months of payments with a one-time payment of $3,500 (three thousand five hundred). After that time the Client may request an electronic copy of the Website Files & Database to be implemented and installed by a 3rd party on a new host (Unless a maintenance/hosting agreement with Phaser is acquired by the client). Modifications by Client or their 3rd party may be required for the website to function adequately depending on the new host. This third-party, shall thereafter be solely responsible, and Client shall not hold Phaser liable, for any aspect of the Website including, but not limited to: WordPress updates and forward compatibility, Licensed plugins and add ons, redirects, form settings, hosting Website on a non-Phaser server, and implementing a satisfactory transition of the Website.

Client Acknowledgments: Client makes the following acknowledgments: (i) that Phaser cannot control or exert influence over the policies or operations of any search engine companies or any other third parties regarding the content of the sites that are accepted by the search engine companies or other third parties; (ii) that Phaser will not be responsible for any changes or alterations to Client’s website made by Client or any third parties that negatively impacts the rankings or visibility of Client’s website; (iii) that because the results of the services to be provided by Phaser hereunder depend upon a number of factors outside of Phaser’s control, Phaser cannot guarantee the results of its services to Client; (iv) that because the utilization of certain keywords and key phrases are very competitive, and because search engines are constantly changing search engine ranking algorithms, Phaser cannot guarantee that Client’s website will achieve the highest search result position in any search engine or consistent search result positions in the top rankings; (v) that certain search engine companies may affect the rankings of new and/or unproven companies (for example, “sandboxing”); (vi) that search engines will, from time to time, drop listings without specific causes; and (vii) that while Phaser shall use commercially reasonable diligence to promptly submit and/or effect a change in rankings of Client’s website, some search engines may take several months or longer to list and/or effect a change in rankings.

Client Representations and Warranties; Indemnity: Client represents and warrants to Phaser the following: (i) that Client owns the URL listed on the reverse side of this Agreement; and (ii) that Client owns or has the absolute and unrestricted right to use and to grant to Phaser the right to use all graphics, photos, designs, intellectual property and artwork, and any element or elements thereof, that Client furnishes to Phaser. Client indemnifies and holds harmless Phaser and Phaser’s owners, officers, directors and employees from and against any and all liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees and costs incurred at trial, appeal or other legal proceeding) arising out of or with respect to any breach by Client of any of the foregoing representations and warranties, or the breach of any representations and warranties contained elsewhere in this Agreement, and/or the failure by Client to comply with any covenant of Client contained in this Agreement. If Client is a company, the individual signing this Agreement represents and warrants that the execution of this Agreement has been authorized by all necessary action of the Client, and that the undersigned has full authority to sign on behalf of and bind the Client hereunder. 

Governing Law/Arbitration: This Agreement shall be governed by and under the laws of the State of Arizona without regard to conflict of laws principles. Any controversy or claim arising out of or under, or relating to, this Agreement, including but not limited to authority to sign this Agreement, contract formation issues, fraud or the breach of any provision hereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, in any arbitration hereunder, the arbitrator shall have no authority to award any relief outside the scope of all disclaimers stated in this Agreement. All arbitration proceedings brought hereunder shall be located exclusively in Arizona.

Miscellaneous:  This Agreement may not be assigned by Client without the prior written consent of Phaser which may be withheld or denied by Phaser in its sole and absolute discretion. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. The prevailing party in any suit, action or proceeding (including, but not limited to, an arbitration proceeding) arising out of or in connection with this Agreement, shall be entitled to an award of reasonable attorneys’ fees, costs and disbursements incurred by it in connection therewith. Any failure by Phaser to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. All previous communications about the subject matter of this agreement, either oral or written, are hereby abrogated and withdrawn, and this agreement constitutes the entire agreement between Client and Phaser with regard to the subject matter hereof. No terms, conditions, understandings, or agreements purporting to modify or vary the terms of this document shall be binding unless hereafter made in writing and signed by both Client and Phaser. There are no third party beneficiaries of or to this Agreement or any of the provisions hereunder. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Any signature to this Agreement that is transmitted by fax or email transmission shall be considered an original signature for all purposes. It is the intent of the parties hereto that all provisions of this Agreement shall be enforced to the fullest extent possible. Accordingly, if any arbitrator determines that the scope and/or operation of any provision of this Agreement are too broad to be enforced as written, the parties hereto intend that the arbitrator should reform such provision to the minimum extent necessary to render such provision enforceable. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then such provision shall be fully severable, and this Agreement shall be construed and enforced as if such provision was never a part of this Agreement. The rule of construction that an ambiguity in a contract will be construed against the drafter is hereby waived by both parties hereto.

Force Majeure: Phaser shall not be liable for, nor considered to be in breach under this Agreement due to, delay or failure to perform under this Agreement as a consequence of any conditions that are beyond Phaser’s reasonable control after exercising commercially reasonable efforts.