The Client agrees that search engine optimization Search Engine Optimization (SEO) services provided by Graphicsu is a service depending on third-party (search engines) selection procedure and algorithms and the guarantee offered by Graphicsu for search engine rankings is limited to a guarantee of on page and off page search engine optimization services which may or may not result in confirmed search engine rankings. Graphicsu agrees that in case search ranking does not appear within the stipulated time frame Graphicsu will forgo the remaining contractual compensation from the Client the advance or any milestone payments made by the Client, however will not be refundable as hundreds of man hours of resource allocation goes into on page and off page optimization and the offer of higher development standards to the Client website as a resultant product or by-product.
Client recognizes that the development project under consideration is an interim and Client approval based effort and hence the timelines of delivery are not solely in the hands of Graphicsu. Therefore the Client agrees perform all tasks assigned to Client as set forth in this Agreement and the related System Specifications and to provide all assistance and cooperation to Graphicsu in order to complete the Website, SEO or Project, timely and efficiently. The Client undertakes to provide approvals and feedback within 3 (three) working days of receiving project module, pages designs content key phrases list for SEO applications access and other related information from Graphicsu in written email form Graphicsu shall not be deemed in breach of this Agreement the System Specifications or any milestones in the event of Graphicsu failure to meet its responsibilities in time schedules is caused by Client by failure to meet or delay in its responsibilities in time schedules set forth in the system specifications or this Agreement. Client shall be responsible for making, at it's own expense, any changes or additions to the Client provided current system software and hardware that may be required to support operation of the website unless otherwise agreed with Graphicsu or reflected in a Change Order and the, unless otherwise agreed, shall be responsible for initially populating and then maintaining the data bases on the website as well as for providing all content for the website.
Client agrees to pay the total sum of money as per Graphicu's current proposal to Client for development of the website SEO project, web hosting, domain registration which is the development price. Applicable taxes would be extra unless otherwise specified in the current proposal to the Client. The advance or any milestones payment paid to Graphicsu by the Client shall not be refundable even if the Client refuses to continue with this Agreement at any stage.
This Agreement shall be effective from the date of acceptance of this Agreement and shall continue in effect until complete payment of the development price or until earlier terminated as provided in this Agreement or until the contracted services have been completed.
This Agreement may be terminated by either party upon written notice of the other if the other party breaches any material obligation provided here under and the breaching party fails to cure such breach which in within 30 days of the receipt of notice then the Client shall pay Graphicsu for all services rendered and work performed up to the effective date of termination for any reason.
Except as set forth in this Agreement, the website project is provided on an as-is and as-available basis and Graphicsu expressly disclaims all other warranties expressed and implied including but not limited to the implied warranties of merchantability and fitness for a particular purpose.
Client shall indemnify and hold harmless Graphicsu and its subsidiaries, affiliates, officers, agents, co-branders and other partners and employees and hold harmless from any and all claims, damages, liabilities, costs and expenses including but not limited to reasonable attorney fees and all related costs and expenses incurred by Graphicsu under all circumstances as a at it's own expense, any changes or adjudication against Graphicsu related to or arising from any photographs, illustrations, trademark figures opinions messages or any other content display material, whether written graphic or sound or photographs, illustrations, graphics, audio clips, video clips, video files, text, data, pictures, logos, signs, trademarks, figures, opinions or messages, whether written, graphic, sound or otherwise provided by Client to Graphicsu, use of the Client provided content infringes the intellectual property rights of a third party.
Graphicsu shall indemnify and hold Client and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees, harmless from any claims, damages, liabilities, costs and expenses, including but not limited to reasonable attorney related fees and all related costs and expenses. Incurred by Client as a result of any claims judgment or adjudication against the Client arising from the claim that the Client using the Graphicsu custom programming as permitted under this Agreement infringes intellectual property rights of a third-party, Graphicsu still has no obligation to indemnify Client under this section to the extent the infringement arises from the Client content or specifications provided by the Client or derivative work on website and project created by the Client or for the use of website in combination with non-graphics or approve third-party products including hardware and software modifications or maintenance of the website by party other than Graphicsu misuse of the website and failure of Client to implement any improvements or updates to the website, if the infringement claim would have been avoided by the use of the improvements or updates.
This Agreement and all exhibits and schedule set for the entire Agreement between the parties with regard to the subject matter hereof, refers to no other Agreements other than Non-disclosure Agreements signed directly with the Client provided representation or warranties that have been made by either party to the other with respect to the subject matter of this Agreement except as referenced herein. In case of the Client seeking additional services from Graphicsu, this Agreement would stand valid unless a new Agreement is approved by Graphicsu agreed to or signed by Graphicsu or Client.
The Client and Graphicsu agree that Graphicsu shall perform it's duties under this Agreement as an Independent Contractor.
Client shall execute a written approval and include an email and upon completion of each deliverable identified in the system specifications, Graphicsu shall rely on such written approval as Client's acceptance of such deliverable including but not limited to acceptance of its design, content, layout, color, format, navigation and functionality or any modifications to the deliverables after execution of the written approval by the Client shall be subject to additional billing based on the rates offered by Graphicsu.
Client hereby grants Graphicsu the right to use the name and service marks of the Client and its marketing material which shall include naming Client as a Client of Graphicsu and a brief scope of the services provided and in addition the Client shall hereby grant Graphicsu the right to display the Graphicsu logo and or other identifying information and or hyperlinks to Graphicu's website which is currently graphicsu.com, on the pages or sub-pages of the website which is currently graphicsu.com and on the homepage or sub pages of the website by Graphicsu of such hyperlink to bear the minimum to only facilitate basic visibility and either party may elect to issue a press release related to this Agreement.
The advances paid and milestones stage completion-based payments are nonrefundable in all circumstances and all invoices shall be paid by the Client within 14 (fourteen) days of receipt and payments not made with and such a time period shall be subject to late charges or equal to the lesser of 1.5% per month (one point five percent per month) or the overdue amount or maximum permitted under applicable law. The Client agrees that even in the case that the Client has made timely payments and timely emails that what should happen is a timely payments for email and web hosting services but has defaulted on making payments under development work Graphicsu would be entitled to suspend all services including email and web hosting services, to suspend all services on 7 (seven) days written notice until the amounts outstanding are paid in full.
Except as otherwise set forth in this Section that the Client and Graphicsu agree that full payment of the fees associated with the development of the Website, Project and SEO (Search Engine Optimization) and completion of project and project delivery that the Client shall be assigned all worldwide rights, titles and interest to the website including its source code, custom programming and documentation and or application programs that were previously written or developed by Graphicsu and modified to meet the Client and Graphicsu agree that they shall return the retain a worldwide royalty free non-exclusive, transferable and perpetual copyright to the custom programming Client shall be responsible for researching obtaining and filing all trademark, copyright, patent or other intellectual property protections for the website or project it's look and feel, any logos, any tag lines and any other website or project content or documentation. Graphicsu also agrees that design and development of the Client's website may also include source code documentation and or application programs that were previously written or developed by Graphicsu and modified to meet the Client's specific requirements, Graphicsu will assign any intellectual rights to Client that are consistent with paragraph #13 (thirteen) which is named Payment of invoices, the rights to photos, graphics, source code, work up files, mark ups and computer programs are specifically to transferred to the Client and remains the property of their respective owners. Graphicsu will not be responsible for any actions taken by the use of his Clients website based on information provided on the website all the content, text, graphic images, graphics data and the material provided by the Client for use in the website shall be solely responsible of the Client and the Client will ensure all legal sanctions intellectual property permissions and other safeguards for the use of such material. Graphicsu will not be responsible for the use of material or any related copyright violation and the Client shall keep Graphicsu indemnified at all times.
Graphicsu shall not be liable for failures caused by third party hardware or software including Client owned or provided systems, misuse of the website, malicious hacking or the negligence or willful misconduct of the Client.
In no event shall either party be liable to the other or any third-party and for any incidental consequential damages arising out of one connected in any way with the Website, Project, domain registration or web hosting and for any claim by any third-party and for total liability for damages, losses and causes of action whether in contract or Tort including negligence or otherwise end to the other, shall not exceed the development price and total fees being charged by Graphicsu as per the latest proposal the most current proposal submitted by Graphicsu of the website as SEO project and or web hosting and your domain registration and signed by Client and Graphicsu responsible parties.
Graphicsu makes no warranty of any kind whether express or implied and with regard to any third-party project and third-party content or any software equipment or hardware obtained from third parties.
The parties agree to hold each other’s proprietary or confidential information in strict confidence and parties agree not to make each other's proprietary or confidential information for any other purpose than as specified in this Agreement and each party's proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement that the non-disclosing party may be entitled to equitable relief subject to a maximum of the development price defined under #8 in this Agreement which is the paragraph named Entire Agreement, the parties agree that neither party will offer any form of full-time or part-time consultancy based on employment to the other parties employees and officers for a period of 2 (two) years after the execution of this Agreement.
This Agreement is covered by the laws of the United States of America without referencing the rules governing the choice of laws, that the Client and Graphicsu agreed to make a good-faith effort to resolve any disagreement rising out of hand or in connection with this Agreement through negotiation and should the parties failed to resolve any such disagreement within 30 days any controversy or claim arising out of, or relating to or in connection with this Agreement including through negotiation and limitations and the interpretation of the breach thereof, shall be submitted by either party to an arbitrator appointed by Graphicsu in its jurisdiction of the United States of America and covered with the Arbitration and Consolation act of 1996.
In the event that the court finds that any provisions of this Agreement are invalid or an enforceable parties agree that the remaining provisions shall remain valid and in force.
The use of Graphicsu website is subject to the following Terms and Conditions and Graphicsu always holds the right to update the Terms and Conditions without any prior notice.
The use of any information from this website is completely up user's risk and it is the duty of the user to ensure that services offered here are in accordance with the user's requirements.
Various elements on this website like logo, design and layout elements are subject to Copyright and Trademark. No website, image, photo, logo, design, layout can be copied without permission and past Graphicsu designed websites that have image, photo, logo, design or layout are subject to Copyright and Trademark and are not permitted to be copied or slightly changed.
Unauthorized use of this website is subject to a criminal offense and linking this website to a document or any other website requires prior consent of the website owner.
The Client has to place a deposit before Graphicsu for initiating the work and all outstanding accounts must be paid in full within 7 (seven) working days.
All outstanding accounts must be paid in full within 7 (seven) working days of the issue of the invoice with the invoice date.
As soon as the work is completed, Graphicsu and its vendors, expect the payment in full.
Read Refund Policy, Terms & Condition
GraphicsU will not share any information with third party.