Terms & Conditions
Our DTR with those interacting with our website.
This is a contract between SEO Skyrocket, Inc. dba Digital Skyrocket (“Us” or “We”) and [Client] (“You”). It is an important document because it describes how we will work together and other characteristics of our business relationship. It is also a legal document, so some of the wording is technical. However, we have tried to make it as readable as possible. Even so, these terms and conditions are so important that we cannot provide our services unless you agree to them. By signing below, you agree to these terms and conditions.
These are the standard terms and conditions for all products and/or services provided by SEO Skyrocket, Inc. (“Skyrocket Services”). More specific additional terms and conditions may apply for specific products and/or services, but they do not supersede or amend these. When there is a conflict, this document controls.
1. Fees and Deposits.
For all projects that will not be paid monthly, payment must be received for 50% of all labor costs associated with the project and 100% of all product costs associated with the project. The remaining 50% of all labor costs must be received within 14 days after the completion of the project.
For all projects with a recurring monthly invoice, the entire first payment must be received before we begin work on the project.
You agree to pay any costs of collection, including attorney’s fees. You agree that all past due amounts shall accrue interest until paid at the highest rate permitted by applicable law. In the event the maximum rate is not specified by law, the rate shall be eighteen percent (18%) per annum. In no event shall interest contracted for, charged, or received hereunder, plus any other charges in connection herewith which constitute interest, exceed the maximum interest permitted by applicable law.
2. Supply of Materials.
You must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to, pictures, videos, email addresses, account login credentials, written copy, and logos (“Customer Materials”). In the event that we receive such materials at a time that renders us incapable of meeting any agreed upon project deadline, we have the right to extend any previously agreed deadlines by a reasonable amount. Should we fail to receive materials and that failure prevents us from continuing and/or completing your project, we reserve the right to invoice you for any work we have already completed and any items we have already used toward the completion of your project.
Moreover, SEO Skyrocket, Inc. bears no responsibility for copyright infringements caused by materials supplied by our clients (e.g. logos, fonts, photographs, videos, songs).
We obligate ourselves to fulfill the terms of the contracts we negotiate, so clients are required to supply, prior to the beginning of their project(s), all of their expectations for their project(s). Such expectations may include, but are not limited to, color schemes, font styles, layout specifications, required functionality, number of pages, and the use of media (e.g. pictures, audio, video, graphic art).
4. Project Delays & Client Liability.
Any time frames or estimates we provide are contingent upon the full cooperation of our clients. As such, one point of contact must be specified for your project and that contact should be available on a daily basis during the life of the project. Should we fail to reach that contact at his/her phone number, email address, and/or other provided means of communication, and he/she fail to reply to us on the same business day, then we reserve the right to extend our deadline(s) for your project(s).
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
5. Approval of Work.
Upon completion of your project (“End Project”), we will notify you and provide for you a 7-day time period to review our work. Should you determine during that time period that any of our work is unsatisfactory, we must receive written notification within 7 days. Should we receive no notice from you during that 7-day period, we will deem your project to have been approved and invoice you for any remaining balance.
6. Rejected Work.
Should you find any of our work to be (1) unsatisfactory and (2) in express violation of our contract, then we will remedy the issue(s) within a reasonable time period. Should you fail to demonstrate that your dissatisfaction is grounded in an express violation of our contract, then we reserve the right to refuse your change request(s). Should your change request fall outside the bounds of our contract, then we are glad to consider the negotiation of a new contract with you to perform the requested changes. Should you elect to withhold payment after we deem your request outside the bounds of our contract, then we reserve the right to recover payment by means of legal action.
All work and services provided by SEO Skyrocket, Inc. are non-refundable.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized, including copyright or trademark infringement, or illegal use of the Customer Materials by you; (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the End Project by any other person using your User information.
We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
9. Disclaimers; Limitations of Liability.
- Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF Skyrocket Services, DATA MADE AVAILABLE FROM Skyrocket Services, OR THE CONSULTING SERVICES FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND PRODUCTS PROVIDED BY US ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO Skyrocket Services, AND ANY CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
- No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
- Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR Skyrocket Services IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
- Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE Skyrocket Services TO YOU.
10. Termination, Suspension
- Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Skyrocket Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the completion of the project(s).
- Suspension for Prohibited Acts. We may suspend any User’s access to the project resulting from Skyrocket Services for use of Skyrocket Services in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, or (ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
- Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Skyrocket Services ten (10) days after such notice, including suspension of access to websites, and suspension of publication of any websites built through Skyrocket Services. We will not suspend Skyrocket Services if, in our sole judgment, you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. No waiver of any breach of this Agreement or consent hereunder will be deemed to constitute a waiver of any subsequent breach of the same or any other provision or a waiver of further consents.
11. Conflict of Laws and Venue.
This Agreement is governed by the laws of the State of Texas, U.S.A. without the potential applicability of another State’s laws under a conflict of laws determination by a competent court. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by a neutral mediator agreed to by the parties before resorting to arbitration or litigation. If the dispute cannot be resolved, the parties agree that the exclusive and proper venue for any litigation between the parties shall be Smith County, Texas.
12. Actions Permitted.
Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
13. Relationship of the Parties.
You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.
You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
17. No Third Party Beneficiaries.
Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.