Terms and Agreements

Summary:

We’ll always do our best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what, and when, and what will happen if something goes wrong. We’ve no desire to trick you into something that you might later regret. What we do want is what’s best for both parties, now and in the future. The agreement and contract is adhered to and accepted when the first payment is made.

Projects, Technology, Websites, Other

SEO

PPC

Projects, Technology, Websites

You , (“You”) are hiring us (“We or Us”) to:

Design and develop a website or specific technology

For the estimated total price as outlined in our previous correspondence and invoice.

Of course, it’s a little more complicated, but we’ll get to that.

What do both parties agree to?

You: You have the authority to enter into this contract on behalf of yourself, your company, or your organization. You’ll give us the assets and information we tell you we need to complete the project. You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work, and provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by the dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.

Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavor to meet every deadline that’s set and on top of that, we’ll maintain the confidentiality of everything you give us. This contract gives us permission to add you to our weekly email list so you can stay up to date on opportunities to help your business grow and thrive. Unsubscribing is available at any time.
Getting down to the nitty-gritty

Getting down to the nitty-gritty

DESIGN

We create designs that adapt to the capabilities of many devices and screen sizes. We create them iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use visuals to indicate a creative direction (color, texture, and typography.) We call that ‘atmosphere.’

You’ll have two viewing opportunities to review our work and provide feedback (draft and final draft meetings.) We’ll either share a Google Drive folder or development site with you and we’ll have regular, possibly daily contact by either phone, email, or Zoom. At a minimum of 2 days before the final launch of your website, we will do a FULL website design review with you over Zoom. This will be recorded so our design teams and staff can watch/re-watch all your feedback, requests, take notes, and implement all your requests in a timely manner to your specifications. Each website design project comes with three 30 minutes to 1-hour consultations. A discovery consultation to kick-off the project and get all details and goals for design, a draft review of website mock-up done in jpg before design for projects is converted to HTML (limited to projects that are custom developed), and a final draft review of the website before launch. Extra design meetings are always available a la carte pricing to be added to your scope starting at $300 per hour.

Any cancellation or rescheduling meetings made in less than 24 hours will result in a cancellation fee. Missed appointments, or appointments canceled without 24-hour notice, will incur a fee of $100. Current client office hours are Tuesday – Friday 10 am – 4 pm PST. If you are more than 10 minutes late for your appointment or meeting, we may not be able to accommodate you. In this case, the same cancellation fee will apply. We will do our very best to reschedule your service for another time that is convenient to you. We require a credit card on file and cancellation fees will be charged to your card on file. In the event of a true, unavoidable emergency, all or part of your cancellation fee may be applied to future services used within the following 30 days.

If—at any stage—you change your mind about what you want to be delivered or aren’t happy with the direction our work is taking, you’ll pay us in full for the time we’ve spent working until that point and may terminate this contract. For Example, Projects are broken down into three timelines: 7 days, 14 days, and 30+ days. Example: Project on 30+ days for $15,500, and the project ended on day 25 – 5 days refund will be returned. This has never happened but just in case please allow banks a few days (usually between 2-15) to receive the digital money transfer based on their internal systems. After 30 days of any project, no refunds will be given.

For monthly payments, refunds are not issued for the current monthly cycle however no further charges will be made. For monthly payments on support, 3-year-long or pre-paid services will not be refunded. Your website will be suspended at the end of the current pay cycle and removed from all servers and backup servers. Invoices outstanding for over 5 days are subject to a 28% late payment penalty fee and the website will be temporarily suspended until full payment is received.

We are 100% focused on your satisfaction and view our job as taking the frustration, fear, and the unknown out of building a website and empower, thrill, and delight our clients with a new website they can share with their clients, friends, and family. We want every interaction to make you feel heard, understood, and excited for your new website.

We are proud to be a small business supporting other small businesses in our community.

TEXT CONTENT

Unless agreed separately, we’re not responsible for creating text or images for the content on your website. We provide professional copywriting and editing services, so if you’d like us to create new content or input content for you, we’ll provide a separate estimate.

GRAPHICS AND PHOTOGRAPHS

You should supply graphics files in an editable, digital format. You should supply photographs in a high-resolution digital format no more than 100Kb each. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate.

HTML, CSS AND JAVASCRIPT

We deliver pages developed from HTML markup, CSS stylesheets for styling and unobtrusive JavaScript for behaviors.

BROWSER TESTING

Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.

We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), We won’t test in other older browsers or Microsoft Edge unless we agree separately. If you need an enhanced design for an older browser or restricted settings, we can provide a separate estimate for that starting at $1500 + monthly maintenance.

MOBILE BROWSER TESTING

Testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs in:

iOS: Safari and Google Chrome

Android: Google Chrome

We won’t test or support in Opera Mini/Mobile, Microsoft Edge, specific Android devices, or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate estimate.

TECHNICAL SUPPORT

We are happy to provide technical support for outside companies and networks.
However, please don’t ask us to fix your router at the office, internet or network connection issues, firewall settings, or figure out why your printer doesn’t work. We require your website site on our secure VPS servers, plus any statistics software such as Google Analytics, and such will provide a separate estimate for that.

Also, note we can not technically support 3rd party software. (IE: Mailchimp or Membership Pro.)

However, we are happy to sit on hold with your technical support teams and deal with them on your behalf and can provide an estimate if needed. We offer support for 5xx error issues that are our hosting server-side only. 1xx, 2xx, 3xx, 4xx are common client-side errors, please log into your client portal to see our suggested guides on how to fix these common issues or contact your internet provider for more support.

After the website project has been completed, approved, and launched, Easy As Pie Design will back up the design & development files of the client’s website and will be automatically backed up on an hourly, daily, weekly, or monthly basis based on ongoing maintenance or support package purchased. If the client would like a copy of the most recent backup please send an inquiry at support@EasyAsPieDesign.com and we would be happy to email you a zip file for your records.

SEARCH ENGINE OPTIMIZATION

We don’t guarantee improvements to your website’s search engine ranking, but the pages that we develop are accessible to search engines. We do have service offerings to help you increase your SEO rankings either through consultations, of what you can do every day, or by creating a roadmap for you to follow over a minimum of 36 months. (We highly suggest if you are looking to be #1 on google to work with us (or another company) to create a long-term strategy with KPIs and be diligent in this task.) Please see the terms of service and contract requirements below for SEO + PPC.

CHANGES AND REVISIONS

We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the number of days or weeks that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. Each design comes with 1 draft review which includes one website content update and 1 final review, which also includes minor content revisions done together on Zoom. If you want to change your mind or add anything new, before or after launch that is outside the original scope of the project that won’t be a problem as we’ll provide a separate estimate for those additional days/weeks.

LEGAL STUFF

We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience. That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages, even if you’ve advised us of them.

Your liability to us will also be limited to the number of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings, or other incidental, consequential or special damages, even if we’ve advised you of them.

Finally, if any provision of this contract shall be unlawful, void, or for any reason is unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

Phew.

INTELLECTUAL PROPERTY RIGHTS

Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

First, you guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves or that you’ve permission to use them. When you provide text, images, or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.

We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images, or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:

You’ll own the website we design for you plus the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images, site specifications, and data you provided unless someone else owns them.

We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitute a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.

DISPLAYING OUR WORK

We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs, and the completed project on our portfolio and in articles on websites, in magazine articles, and in books.

PAYMENT SCHEDULE

We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.

Payment is due 100% at the start of the web and technical projects, such as new technology builds and websites. If a project is over 75K and over 45 days period payments may be broken up as follows: 30% 30 days before, 50% 15 days before, 20% and 7 days before start of the project.

We issue invoices electronically. Our payment terms are 1 day from the date of invoice. All proposals are quoted in dollars and payments will be made at the equivalent conversion rate at the date the transfer is made outside the country. You agree to pay all charges associated with this project. We reserve the right to charge interest on all overdue debts for work completed at the rate of 28% after 5 day grace period per month. Payment methods may be changed up to 30 (Tue-Friday) business days of the current billing period. After 30 business days, all payment changes will be implemented for the following billing cycle. If you need to change payment methods before 30 days, please note there is a minimum of 25% processing fee.

COMMUNICATIONS

Communication is responded to via email within 48 business hours (Tuesday – Friday 10 am – 4 pm PST) to email Support@EasyAsPieDesign.com, text +1 (425) 403-7559, through your client portal, or as directed for content or technical support links.

But where’s all the horrible small print?

Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission.

We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.

This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.

Although the language is simple, the intentions are serious and this contract is a legal document under the exclusive jurisdiction of United States courts.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

Everyone should sign above and keep a copy for their records.

This website is operated by Easy As Pie Design. Throughout the site, the terms “we”, “us” and “our” refer to Easy As Pie Design. Easy As Pie Design offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies, and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.Our store is hosted on Shopify Inc. They provide us with an online e-commerce platform that allows us to sell our products and services to you.

SECTION 1 – ONLINE STORE TERMS (if applicable)

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 – GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to the technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express wrote permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.SECTION 3 – ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

SECTION 5 – PRODUCTS OR SERVICES (if applicable)

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate. We reserve the right but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors. You agree to provide current, complete, and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers, and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.

SECTION 7 – OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.SECTION 8 – THIRD-PARTY LINKS

Certain content, products, and services available via our Service may include materials from third parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

SECTION 9 – USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS

If at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. You agree that your comments will not violate any right of any third party, including copyright, trademark, privacy, personality, or another personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third party.

SECTION 10 – PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy.

SECTION 11 – ERRORS, INACCURACIES, AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 12 – PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content:

(a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information;(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.In no case shall Easy As Pie Design, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 14 – INDEMNIFICATION

You agree to indemnify, defend and hold harmless Easy As Pie Design and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference or your violation of any law or the rights of a third-party.SECTION 15 – SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 16 – TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 17 – ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitute the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 18 – GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of 23908 BOTHELL EVERETT HWY, B202, BOTHELL, WA, 98021, United States.

SECTION 19 – CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time.

SECTION 20 – CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at Support@EasyAsPieDesign.com.

SEO Contracted Services Agreement

This Easy As Pie Design Contracted Services Agreement (“Agreement”) is entered into on the date when first payment is made between Gray Lux, INC company dba as The Easy As Pie Design, with its registered office at 23908 Bothell Everett Hwy #B202 Bothell, WA 98021 (“Company”, “Easy As Pie Design”, or “we”), and the Customer as identified within the first payment processed within your Easy As Pie Design customer billing name (“Customer” or “you”). This Agreement contains, among other things, class action, arbitration, warranty disclaimers, liability limitations, and use limitations. The agreement is adhered to and accepted when the first payment is made.

1.0 Services

1.1 LENGTH

The term of this contract is valid for 12 months (“Initial Term”). Failure to complete the agreed-upon Initial Term shall result in financial charges related to an estimate of cost and services that are allocated in section 4.2. After the expiration of the Initial Term, this campaign shall automatically renew monthly on the renewal date until terminated by either party.

If the contract is not renewed or extended after this term, and the Client continues the campaign without a contract, the Client will be charged a $200.00 monthly admin fee for campaigns under $1,000.00 OR a 15% monthly admin fee for campaigns

$1,000.00 and over. The admin fee will be charged monthly on the campaign renewal date until a contract is started.

1.2 TOTAL COST OF YOUR AGREEMENT

The total cost for the Services provided during the 3-Year term is given via invoice with a 12th-month opt-out option with 0 penalty fee.

In addition to the total contract cost outlined in Section 1.3 of this Agreement, if any payment is not made within 10 days of the due date, also referred to as the campaign renewal date, in addition to the sum due there shall be a late payment penalty due in an amount equal to five percent (10%) of the payment due OR a minimum fee of $350.00. This late fee will automatically be charged to the default card on file ten (5) days after the failed renewal payment. This late fee is non-refundable.

Please be aware that the total cost for Services does not include any fees for any additional services selected or other charges and does not include any additional fees owed after the expiration of the Initial Term. Aside from the fees owed for Services, the Customer agrees that it shall be responsible for any state or federal taxes related to such Services and agrees to pay such fees in a timely manner (whether such fees are charged by the Easy As Pie Design or otherwise).

1.3 COST BREAKDOWN

Your first payment is in the amount of the first month of a 3-year package. (This includes a flat setup fee if applicable)

All subsequent months or periods shall be billed 3 years packaged divided into equal 36 payments and shall recur until terminated by either party.

1.4 SERVICES

The “Services” offered by the Easy As Pie Design may include search engine optimization, search engine marketing, or other services as offered through the Easy As Pie Design website and as selected by the Customer.

2.0 Mutual Cooperation

2.1 TIMELY APPROVALS

Oftentimes the Easy As Pie Design shall require approvals or inputs from you to create any deliverables as selected by you. Please be aware that your cooperation is required and we are not responsible for any delays in production related to untimely approvals

2.2 AUTO-APPROVED CAMPAIGNS

If applicable for some Services, you may have an opportunity to approve or reject the strategy in your campaigns. If you don’t approve the strategy within your campaign within 7 days, your campaign will automatically approve the strategy to prevent delays. This means as part of the Service offerings you agree to let us make all decisions related to your campaign strategy

2.3 USER CONTENT

Any content submitted by the Customer in the performance of the Services by the Easy As Pie Design is considered “User Content” as defined by the Easy As Pie Design Terms of Service and shall be subject to all User Content provisions as set forth within the Terms of Service. The Customer shall fully indemnify the Easy As Pie Design for any User Content submitted under this Agreement.

3.0 Terms of Payment

3.1 BILLING SCHEDULE

You will be billed the amount set forth in Section 1.3 upon execution of this Agreement, and any monthly fees shall subsequently be billed on the same date each month (or the last day of a month should the agreement fall on the 29th, 30th, or 31st of a month). If you’re paying quarterly, you’ll be billed once every three months on the same day of the month your first payment was initiated (or the last day of a month should the agreement fall on the 29th, 30th, or 31st of a month). If you’re paying bi-annually, you’ll be billed once every six months on the same day of the month your first payment was initiated (or the last day of a month should the agreement fall on the 29th, 30th, or 31st of a month).

After the expiration of the Initial Term, you will continue to be billed on the same basis (monthly, quarterly, bi-annually) as originally selected for the Services until you terminate this Agreement with the Easy As Pie Design.

3.2 PROMOTIONAL RATE

The Easy As Pie Design is not required to offer any promotional rates for any Services and may discontinue or withhold any promotional rates at its discretion. Promotional campaign credits provided can not be redeemed as Easy As Pie Design account credits. Promotional campaign credits must be used within the lifetime of the campaign. All monthly promotional offers are only valid if the contracted purchase is made within a promotional month.

3.3 CUSTOMER AGREEMENT TO PAY

You agree to pay all fees due and owing for any Services in a timely manner as set forth within this Agreement. Where you fail to timely pay any fees, the Easy As Pie Design at its discretion may suspend your access to the Services or terminate this Agreement at its discretion.

3.4 COLLECTION COSTS

In the event that we incur legal fees, costs, and disbursements in an effort to collect payments that are unpaid or overdue, you agree to reimburse us for these expenses related to such collection efforts

4.0 Term and Termination

4.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION

This Agreement shall become effective as of the date of first payment and shall continue until terminated by either party subject to this Agreement. Except as provided otherwise within this Agreement, neither party may terminate this Agreement during the Initial Term. After the expiration of the Initial Term either party may terminate this Agreement by providing notice to the other party and additionally, Customer may terminate this Agreement by modifying its Service selections as set forth within its Easy As Pie Design account. The Easy As Pie Design reserves the right to terminate this Agreement immediately, at any time, if Customer fails to pay any Service fees in a timely manner or if the Easy As Pie Design believes that Customer’s actions may or will harm the Easy As Pie Design’s or a third party’s business interests.

4.2 CONTRACT BUYOUT OPTIONS

During the Initial Term, Customer terminate or modify the Agreement as follows:

Option 1 – Buyout

Immediately pay off the value (set forth in Section 3.2) + 50% of the remaining Service fees during the Initial Term. Option 1 shall terminate the Agreement between the parties.

Option 2 – Credit Buyout

Immediately pay a $500.00 cancellation fee + remaining Service fees during the Initial Term. Option 2 shall terminate the Agreement between the parties. Customer may not transfer the remaining contract balance to a campaign that is already linked to an active contract.

Option 3 – Switch Services

If Switching of Services is chosen, Customer must pay the value difference between the Service tiers (if any) + $500.00 change fee immediately. Where Customer selects Option 3, Customer shall finish the Initial Term as set forth in this Agreement and may only exercise this option once during such Initial Term. Customer may not transfer the remaining contract balance to a campaign that is already linked to an active contract. Where Customer has exercised Option 3 once during the Initial Term, Customer shall subsequently only be allowed to modify the Agreement by selecting Option 1 or Option 2.

Customer shall notify Easy As Pie Design where it wishes to exercise any options as set forth within this Section 4.2 and shall follow any and all reasonable Easy As Pie Design instructions related to such buyout. Any exercise of any rights within Section 4 is subject to the survival provisions set forth within this Agreement.

4.3 CHANGE OF DOMAIN

In the event, you wish to maintain your contracted agreement and change the domain that is receiving the contracted services you may do so only by paying an additional $550.00 management fee. This is for costs incurred to The Easy As Pie Design due to manual account setup and research. Your current contract will be voided and your new contract will include the new domain of your choice. The new contract will be written in 12 or 36-month terms. The minimum contract length when signing a new contract due to changing the domain is 6 months. Your new contract length may not be shorter than the remaining number of months on your original contract.

5.0 General Provisions

5.1 DISCLAIMER

The Services are offered on an “as-is” and with all faults basis. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

5.2 INDEMNITY

Customer shall indemnify and fully hold harmless Company against any and all claims arising from its use of the Services or any breach of this Agreement. Where indemnity is triggered under this provision, Company reserves the right to select counsel and control litigation and settlement.

5.3 LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE SIX MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT THE DAMAGES WERE REASONABLY FORESEEABLE.

5.4 MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.

Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement including the Easy As Pie Design Terms of Service https://easyaspiedesign.com/terms-of-service/ is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Where there is a direct conflict between this Agreement and the Terms of Service, this Agreement shall control. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. All written notices under this Agreement may be delivered to the Easy As Pie Design at the address listed above (delivery proof required) and to Customer through Customer’s Easy As Pie Design account or contact information provided to the Easy As Pie Design by Customer. This Agreement shall be governed by the laws of the State of Washington without regard to its conflict of laws provisions. Any and all disputes arising out of or relating to this Agreement, including fraud in the inducement, whether in contract or tort, law or equity, shall be resolved by final arbitration before one arbitrator in accordance with the then-applicable rules of Judicial Arbitration and Mediation Services, Inc. Any arbitration shall take place in Snohomish, WA and in English. Judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. Each party shall bear its own costs related to any claim. Any claim or cause of action arising out of, related to or connected with this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. The dispute resolution procedures in this section shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property or trade secrets such remedies abovementioned requiring injunctive relief shall be heard in a court of competent jurisdiction located within Snohomish, WA. Any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis and both parties waive all trials by jury. Both parties agree that they will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action. This Agreement has been mutually drafted and any ambiguities shall be interpreted by their plain meaning. All portions of this Agreement that would be reasonably deemed to survive termination shall survive and remain in full force and effect, including but not limited to Service fees and payment, limitation of liabilities, disclaimers, indemnification, and disputes. This Agreement may be signed electronically and shall become effective on the Effective Date and may be entered into in counterparts with both parts evidencing the same Agreement.

PPC Contracted Services Agreement

This Easy As Pie Design Contracted Services Agreement (“Agreement”) is entered into on the date of first payment between Gray Lux, INC company dba as The Easy As Pie Design, with its registered office at 23908 Bothell Everett Hwy #B202 Bothell, WA 98021 (“Company”, “Easy As Pie Design”, or “we”), and the Customer as identified within the first payment processor as identified within your Easy As Pie Design customer billing name (“Customer” or “you”). This Agreement contains, among other things, class action, arbitration, warranty disclaimers, liability limitations and use limitations. The agreement and contract is adhered to and accepted when the first payment is made.

1.0 Services

1.1 LENGTH

If the contract is not renewed or extended after this term, and the Client continues the campaign without a contract, the Client will be charged a monthly minimum up to $2,500.00, for ad spend up to $4,9999. Up to $6000.00 for ad spend up to $9,999.00, up to $12,000.00 for ad spend up to $24,999.00.

1.2 TOTAL COST OF YOUR AGREEMENT

The total cost for the Services provided during the 1-Year term is given via invoice with a 6-month opt-out option with 0 penalty fee.

In addition to the total contract cost outlined in Section 1.3 of this Agreement, if any payment is not made within 5 days of the due date, also referred to as the campaign renewal date, in addition to the sum due there shall be a late payment penalty due in an amount equal to twenty-eight percent (28%) of the payment due OR a minimum late fee of $3500.00, whichever is more. This late fee will automatically be charged to the default card or account on file five (5) days after the failed renewal payment. This late fee is non-refundable.

1.3 COST BREAKDOWN

Your first payment is in the amount of the first month of a 1-year package. (This includes a flat setup fee if applicable)

All subsequent months or periods shall be billed 1 year packaged divided into equal 12 payments and shall recur until terminated by either party.

1.4 SERVICES

2.0 Mutual Cooperation

2.1 TIMELY APPROVALS

2.2 AUTO-APPROVED CAMPAIGNS

If applicable for some Services, you may have an opportunity to approve or reject the strategy in your campaigns. If you don’t approve the strategy within your campaign within 5 days, your campaign will automatically approve the strategy to prevent delays. This means as part of the Service offerings you agree to let us make all decisions related to your campaign strategy

2.3 USER CONTENT

3.0 Terms of Payment

3.1 BILLING SCHEDULE

3.2 PROMOTIONAL RATE

3.3 CUSTOMER AGREEMENT TO PAY

You agree to pay all fees due and owing for any Services in a timely manner as set forth within this Agreement. Where you fail to timely pay any fees, Easy As Pie Design at its discretion may suspend your access to the Services or terminate this Agreement at its discretion.

3.4 COLLECTION COSTS

4.0 Term and Termination

4.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION

This Agreement shall become effective as of the date of the first payment processed and shall continue until terminated by either party subject to this Agreement. Except as provided otherwise within this Agreement, neither party may terminate this Agreement during the Initial Term. After the expiration of the Initial Term either party may terminate this Agreement by providing notice to the other party and additionally, Customer may terminate this Agreement by modifying its Service selections as set forth within its Easy As Pie Design account. The Easy As Pie Design reserves the right to terminate this Agreement immediately, at any time, if Customer fails to pay any Service fees in a timely manner or if the Easy As Pie Design believes that Customer’s actions may or will harm the Easy As Pie Design’s or a third party’s business interests.

4.2 CONTRACT BUYOUT OPTIONS

During the Initial Term, Customer terminate or modify the Agreement as follows:

Option 1 – Buyout

Immediately pay off the value (set forth in Section 3.2) + 50% of the remaining Service fees during the Initial Term. Option 1 shall terminate the Agreement between the parties.

Option 2 – Credit Buyout

Option 3 – Switch Services

4.3 CHANGE OF DOMAIN

In the event, you wish to maintain your contracted agreement and change the domain that is receiving the contracted services you may do so only by paying an additional $550.00 management fee. This is for costs incurred to The Easy As Pie Design due to manual account setup and research. Your current contract will be voided and your new contract will include the new domain of your choice. The new contract will be written in 6 or 12-month terms. The minimum contract length when signing a new contract due to changing the domain is 6 months. Your new contract length may not be shorter than the remaining number of months on your original contract.

5.0 General Provisions

5.1 DISCLAIMER

5.2 INDEMNITY

5.3 LIMITATION OF LIABILITY

5.4 MISCELLANEOUS

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