All invoicing will be itemized on a per project basis, unless otherwise agreed. Invoicing will be done according to the terms set below. Half of the Payment of each invoice is due immediately on receiving the invoice. Interest at the prime rate plus 2% will be charged on accounts past due for 60 days or more, and will accrue monthly starting from the original due date.
Time Bank System
When purchasing a time bank with Pixel Up LLC, you are purchasing hours to utilized towards any of the services we offer and all hours used are regularly reported to you in detail. The time is counted by the minute on a start and stop timer so you are accurately charged. We do not charge a minimum of an hour like other agencies.
All work is planned with you and the assistance of the Project Manager and Director of Development. Before any work is started, the team will need your signed approval to ensure your hours are being spent exactly the way you want. You will also be notified of the hours remaining in your time bank before the hours run out and will be given the option to reload it if needed. All purchased, or pre-authorized, time bank hours are non-refundable. Remaining and unused hours can and may be migrated to any one of your current or future projects for design & development services offered by Pixel Up LLC.
Cancellation of Projects
In the event that the Client decides to cancel the production of the project for which Pixel Up LLC has been retained, at any time after Pixel Up LLC has been retained, the Client agrees to pay Pixel Up LLC for the work performed up to the date of cancellation. Such amount is due upon cancellation of the project.
Written Notice Required for Project Cancellations
If the Client cancels production of a project at any time after Pixel Up LLC has been retained, Pixel Up LLC requires that written notification, via certified and registered mail or delivered in person. Cancellation will be effective as of the date on which client’s written notice of cancellation is received at Pixel Up LLC’s office. Notices of cancellation in a form other than that specified above will be invalid.
Limitations of Liability
In no event will either party be liable to the other party for any third party claim for any indirect, special, or consequential damages including but not limited to lost profits, in connection with or arising out of this Agreement, whether or not such party has been advised of the possibility of such damages.
Illegitimate Credit Card Chargebacks
Any unauthorized and illegitimate credit card charge backs will incur a $1,000 penalty in addition to a $250/hour (minimum 2 hours) fee for the effort necessary to communicate with the credit card company to resolve the matter.
The client will hold Pixel Up LLC harmless against any and all claims and expenses, including reasonable attorney’s fees arising from the use of Pixel Up LLC’s work.
Client rights pursuant to this agreement are granted only on receipt of payment in full. All rights not expressly granted on the face of this agreement remain the exclusive property of Pixel Up LLC. Usage beyond that granted shall require additional fees.
Third Party Software Integration
Pixel Up LLC’s products (apps, software, r&d projects, online portals, etc…) may contain or be delivered with certain third party software (“Third Party Software”) that is not licensed pursuant to the provisions set forth above. Client shall have only such rights and/or licenses, if any, to use the Third Party Software as are set forth in the terms available http://www.getpixelup.com/terms. Pixel Up LLC will have no obligation whatsoever under this Agreement to support or maintain any such Third Party Software, nor will Pixel Up LLC have any liability under this Agreement, regardless of the nature of the claim or the nature of the claimed or alleged damages, including, without limitation, direct, indirect, incidental, consequential or punitive damages, for any claim arising from or related to Licensee’s use or distribution of the Third Party Software, and Pixel Up LLC disclaims any and all representations and warranties, express, implied or statutory, with respect to any and all such Third Party Software, including without limitation, any warranties of merchantability, fitness for a particular purpose, system integration, data accuracy, title, non-infringement, quiet enjoyment, and/or non-interference. Licensee acknowledges and agrees that the foregoing disclaimers, limitations and exclusions of liability form an essential basis of the bargain between the parties, and that, absent such disclaimers, limitations and exclusions, the terms of this Agreement, including, without limitation, any economic terms, would be substantially different.
Pixel Up LLC reserves the right to use any Deliverable produced under this Agreement for the purpose of self-promotion including samples and reproductions of Deliverable. Client grants a non-exclusive right and license to display any approved Client logos, slogans, trade names, trademarks, and service marks included in the Deliverable for Pixel Up LLC self-promotional use.
Pixel Up LLC Website Packages Deliveries and Timelines
Certain timelines and delivery estimates can be included in your financial breakdown for the website design and development packages you have purchased from Pixel Up LLC. This timeline / delivery of the website is for the design and development of your actual website and is completely separate from your content integration (data entry of your text and images). The clock officially starts following the final delivery of all the images and text content you want to use and include in your new website design and development.
Pixel Up LLC’s team, at its own discretion, may choose to initiate design concepts prior to receiving your full content in order to accelerate the process. The official timeline clock begins once all your content, images, site structure is received in full through our communication portal: Basecamp.
Pixel Up LLC retains full and exclusive ownership of any Intellectual Property used in fulfilling the terms of this agreement. Under no circumstance will Client distribute, share, duplicate or resell any of the intellectual concepts, website design or artwork created by Pixel Up LLC.
Display of Logo
Pixel Up LLC reserves the right to incorporate its logo and/or a web-link on all designs, artwork, websites, etc. A minimum of $5,000 or 15% of the total project cost fee will apply where Client refuses this right.
Ownership of Work
Unless otherwise specified on the face of this agreement, the Client retains ownership of all work, whether preliminary or final, once all agency fees have been paid in full. The raw, layered files or programming code used to create the final artwork or software will be considered intellectual property, and is owned by Pixel Up LLC.
This Agreement will be governed by the State of Texas. The venue of all proceedings shall be Bexar County.
In the event of any dispute arising under the terms, conditions, or related to this Agreement, whether or not legal suit is brought, Pixel Up LLC shall be entitled to recover all costs incurred including reasonable attorney’s fees. In the event either party initiates legal proceedings in connection with or for the enforcement of this agreement, the prevailing party shall be entitled to recover its cost of suit, including reasonable attorney’s fees, both at trial and appellate level.
Validity of Agreement
If any provision of this agreement shall be held invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
Acceptance of Terms
If not objected to within ten (5) days of the date of this Agreement, the terms of this Agreement shall be deemed acceptable.
This Agreement contains the entire Agreement between the parties hereto. No modification or amendment to this agreement shall be of any force or effect unless in writing executed by the parties to this Agreement. Notwithstanding the foregoing, the Client will be bound by oral authorization for additional fees, production charges, or out-of-pocket expenses in order to immediately proceed with the work.
Whenever a period of time is herein prescribed for action to be taken by Pixel Up LLC, Pixel Up LLC shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to strikes, riots, adverse weather, act of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other cause of any kind whatsoever which are beyond the control of Pixel Up LLC.
Limitations of Liability
In no event will either party be liable to the other party for any third party claim for any indirect, special, or consequential damages including but not limited to lost profits, in connection with or arising out of this agreement, whether or not such party has been advised of the possibility of such damages. In addition, the client agrees that the maximum liability Pixel Up LLC can be held liable for under any situation associated with this contract/agreement is limited to the amount the client has paid on this contract/agreement and the client agrees to pay any and all legal fees that may arise from this contract/agreement and hold Pixel Up LLC harmless.
Assessment and Consultation Package Fee
The Assessment or Consultation Package presented to the client will be the property of the client and will be considered to be paid in full if the client decides not to not use the services offered by Pixel Up LLC and the client can use this Assessment or Consultation package to acquire other bids and or services provided by other vendors. However, if the client desires to use the services of Pixel Up LLCs, any hours not used to prepare the Assessment or Consultation Package will be credited towards the services associated with the Assessment or Consultation Package relating to design and or developing.
30 days Proposal Terms
Scope and pricing of the provided proposal has an official validation period of 30 days unless otherwise agreed upon by written agreement.
Cross Browser Compatibility Guarantee
Upon deployment of your website, Pixel Up LLC assures that your site or application will be compatible with the latest version of Google Chrome, Apple Safari, Mozilla Firefox, and the 2 most recent versions of Microsoft Internet Explorer. Additional fees may apply for additional browser compatibility; such as support for deprecated versions of Internet Explorer.
Reservation of Rights
Nothing in this Agreement shall be deemed to limit the applicability of any otherwise applicable statutes of limitation or repose and any waivers contained in this Agreement; or limit the right of the Seller (a) to exercise self-help remedies or (b) to foreclose against any real or personal property collateral, or (a) to obtain from a court provisional or ancillary remedies such as (but not limited to) injunctive relief, writ of possession or the appointment of a receiver. Seller may exercise such self-help rights, foreclose upon such property, or obtain such provisional or ancillary remedies before, during or after the pendency or any arbitration proceeding brought pursuant to this Agreement. Neither the exercise of self-help remedies nor the institution or maintenance of an action for foreclosure or provisional or ancillary remedies shall constitute a waiver of the right of any party, including the claimant in any such action, to arbitrate the merits of the controversy or claim occasioning resort to such remedies.
CLIENT HEREBY WAIVES ANY RIGHTS THAT CLIENT MAY HAVE UNDER THE TEXAS DECEPTIVE TRADE PRACTICES ACT AS SET OUT IN THE TEXAS Business & COMMERCE CODE SECTION 17.4l.et sea. OR ANY SUCCESSOR STATUTE, To THE FULLEST EXTENT THE CLIENT MAY LAWFULLY SO DO.
Failure of Pixel Up LLC / getpixelup.com to enforce any of these terms or conditions or to exercise any right accruing through the default of the client shall not affect or impair Pixel Up LLC / getpixelup.com’s rights, if such default continues or if any subsequent default of the client occurs, and such failure on the part of Pixel Up LLC / getpixelup.com shall not constitute a waiver of other or future defaults of the Buyer.
(PPC MANAGEMENT, ORGANIC SEO, GOOGLE MAPS)
Pixel Up LLC / getpixelup.com search engine optimization services (“SEO”) are provided to the client (“you” or “Client”) under the terms and conditions of this SEO Agreement (the “Agreement”).
By entering into this Agreement, you represent and affirm that you are at least 18 years of age, that you have the legal authority to enter into this Agreement on behalf of the Client, and that you have not been coerced into entering into this Agreement.
Pixel Up LLC / getpixelup.com SEO is a fee-based service provided by Pixel Up LLC / getpixelup.com to serve the needs of businesses. Business owners who sign up for the SEO can receive placement on one of the websites operated by Pixel Up LLC / getpixelup.com.
For illustrative purposes of how SEO works, Pixel Up LLC / getpixelup.com owns several domains and operates several websites and regularly acquires new domains and websites. The Client’s information will be placed on a website owned and operated by Pixel Up LLC / getpixelup.com (the “Website”) so that it appears as if the Website is owned and operated by the Client.
Pixel Up LLC / getpixelup.com will perform SEO on the Website so that the Client’s information appears in as many places as possible on the Internet, including Google Local, Yahoo Local, Microsoft Live Local, Google Organic, Yahoo Organic, Microsoft Live Organic, among others. When multiple businesses are being listed on the same page, Pixel Up LLC / getpixelup.com will work to have the Client’s information listed as close as possible to the top.
All listings submitted to Pixel Up LLC / getpixelup.com must meet the following minimum criteria:
The listing must be for a business based in the United States;
The listing must be in the English language with the official business name visible to any visitor to that site; and
The listing must not contain any content, products, services, or other information that in Pixel Up LLC / getpixelup.com’s sole determination may be inappropriate or illegal to sell under any applicable law, statute, ordinance, or regulation, that may infringe or violate anyone’s rights, or that Pixel Up LLC / getpixelup.com believes, in its sole discretion, is inflammatory, offensive, or otherwise inconsistent with the spirit of Pixel Up LLC / getpixelup.com.
The foregoing criteria are minimum requirements only, and Pixel Up LLC / getpixelup.com, in its sole discretion, may consider other criteria before accepting the submission.
Pixel Up LLC / getpixelup.com reserves the right to decide whether, where, and how a listing appears on the Website.
As part of your service, you may receive the temporary use of telephone numbers that are used to track the progress of your listing. Pixel Up LLC / getpixelup.com shall control these telephone numbers and may replace or change the numbers without notice.
Pixel Up LLC / getpixelup.com has the sole discretion as to whether to accept your listing. The Website, along with any domains, content, or telephone numbers associated with the Website shall at all times be owned by and subject to the sole control of Pixel Up LLC / getpixelup.com.
Client must acknowledge the following with respect to SEO services. Additional enrollment conditions apply, as follows:
if you have requested for us to redirect your existing domain to your new Pixel Up LLC / getpixelup.com site, you must provide the credentials necessary to complete the redirect or
if you have requested that we perform the organic service on your existing website, you must provide the credentials necessary for Pixel Up LLC / getpixelup.com to access your website to perform the optimization work.
Terms of Payment.
In order for Pixel Up LLC / getpixelup.com to consider your listing, you must submit a valid credit card or checking account number, or provide other payment information acceptable to Pixel Up LLC / getpixelup.com in its sole discretion. Unless you prepay several months, you agree that your credit card or checking account will be charged the current monthly fee specified when you ordered the SEO on the date that you submit your listing and will continue to be charged the current monthly fee on that date on each subsequent month during the term of this Agreement. Pixel Up LLC / getpixelup.com may change its fees upon providing 30 days’ notice to you.
In the event that you prepay for several months of SEO, we will consider the prepayment to be earned by us evenly each month we render services to you.
In the event that your credit card expires, you hereby give us permission to submit the credit card charge with a later expiration date.
If you are four days late on your monthly payment, Pixel Up LLC / getpixelup.com will charge you an additional $25 late fee and $5 for each additional day late.
If client decides to cancel before the contract’s agreed upon date(ie 6 months, 9 months, 12 months), client agrees to pay a $2,500 cancellation fee PER CAMPAIGN / PER LOCATION / PER CONTRACT in addition to 3 months management fee based on the latest adjusted price of your latest agreement PER CAMPAIGN / PER LOCATION / PER CONTRACT. Client is also required to provide a 90 day written notice of cancellation.
In the event you do not pay the monthly fee and/or the cancellation fee, Pixel Up LLC / getpixelup.com will turn your account over to the Collections Department.
Client must acknowledge the following with respect to SEO services:
Pixel Up LLC / getpixelup.com’s SEO services are intended to serve two main purposes: 1) to provide the Client with increased exposure in search engines, and 2) to drive targeted online traffic to the site.
All fees are non-refundable.
All fees, services, documents, recommendations, and reports are confidential.
Client agrees that Pixel Up LLC / getpixelup.com 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, ongoing changes in search engine ranking algorithms, and other competitive factors, Pixel Up LLC / getpixelup.com does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term at any time.
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 couple of months. This is referred to as the “Google Sandbox.” Pixel Up LLC / getpixelup.com assume 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 30 days of campaign completion, Pixel Up LLC / getpixelup.com will re-optimize the website/page based on the current policies of the search engine in question.
The SEO strategy behind Pixel Up LLC / getpixelup.com has been the process of years of research and experience. The client must acknowledge that Pixel Up LLC / getpixelup.com is not required to disclose or prove the details of their SEO strategy.
Term of Agreement.
This agreement will begin on the date you sign the contract and will continue for the agreed period of time. The contract renews automatically for the time frame of the original contract, unless cancelled in writing 30 days prior to renewal. Pixel Up LLC / getpixelup.com SEO charges a 30-day cancellation fee for the total of one month’s service.
Notwithstanding the foregoing, Pixel Up LLC / getpixelup.com may terminate this Agreement and remove the listing from Website for any reason, including if you have provided false information as part of your submission, are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services, are engaged in activities or sales that may damage the rights of Pixel Up LLC / getpixelup.com or others, or have otherwise breached the terms of this Agreement. Any termination under this Section shall take effect immediately without any opportunity to cure. For the month in which termination of this Agreement occurs, your credit card will be charged the full amount of the then current monthly fee without any pro-ration of any kind.
The provisions of Section V, VI, VII, VIII, IX, X, XI and XII shall survive any termination of the Agreement.
You agree to indemnify, defend, and hold harmless Pixel Up LLC / getpixelup.com and its parent, subsidiaries, affiliates, officers, directors, shareholders, employees, and agents, from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of or listing in the SEO, the acceptance or rejection of your listing, any alleged violation of this Agreement, any alleged violation of any rights of others, or any action or failure to act by You. Pixel Up LLC / getpixelup.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations.
THE SEO IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SEO WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. Pixel Up LLC / getpixelup.com AND ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS, OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY CHARACTER, EVEN IF Pixel Up LLC / getpixelup.com IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM YOUR USE OF OR INABILITY TO USE THIS SEO OR THE CONTINUATION OF YOUR LISTING IN THE SEO. PIXEL UP LLC / GETPIXELUP.COM’S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO Pixel Up LLC / getpixelup.com UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
No party to this Agreement shall be liable to the other for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control.
Any notices or communications under the Agreement shall be by electronic mail or in other form of writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Pixel Up LLC / getpixelup.com, such notices shall be addressed to firstname.lastname@example.org, or to such other address as Pixel Up LLC / getpixelup.com may provide to you. If to you, such notices shall be addressed to the electronic mailing address or other mailing address provided by you. It is your obligation to keep your contact information with Pixel Up LLC / getpixelup.com current.
Pixel Up LLC / getpixelup.com may, from time to time, update these Terms and Conditions. You agree that Pixel Up LLC / getpixelup.come may modify the terms of the Agreement at its sole discretion and without advanced notice. Any part of Agreement, website or content may be changed at any time, for any reason, and at the sole discretion of Pixel Up LLC / getpixelup.com.
This Agreement constitutes the entire agreement between the parties with respect to the SEO and supersedes all previous proposals, both oral and written, representations, writings and all other communications between the parties.
The parties each acknowledge that prior to the execution of this Agreement; they apprised themselves of sufficient relevant data, either through attorneys, experts or other sources of their own selection, in order that they might intelligently exercise their own judgment in deciding whether to execute this Agreement. The parties further acknowledge that they have read this Agreement and that they have received the advice and counsel of attorneys, experts and advisers of their own choosing, and that they know and understand the terms, the force and effect of this Agreement and that they execute it voluntarily, and with and upon full knowledge and with understanding of its content, terms, significance and force and effect, which knowledge, understanding and advice of counsel are acknowledged by the execution hereof.
Governing Law and Venue.
The laws of the state of Texas shall govern the construction and interpretation of this Agreement. This Agreement is fully performable in Bexar County, Texas. In addition, the parties agree to submit to the personal and exclusive jurisdiction of the State and Federal Courts located in Bexar County, Texas.