Last Updated: December 1, 2023
These Terms of Service ("Terms") govern your access to and use of our services, including our website, applications, content, and services offered by Netsicle (collectively, the "Services"). Please read these Terms carefully, as they form a legally binding agreement between you and Netsicle.
Acceptance of Terms
By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.
Eligibility
By using the Services, you represent and warrant that you are at least 18 years old, or of legal age to form a binding contract in your jurisdiction, and have the full legal capacity to enter into these Terms. If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.
Changes to Terms
Netsicle reserves the right to modify or update these Terms at any time, at its sole discretion. When changes are made, we will update the "Last Updated" date at the top of this page. By continuing to use the Services after any changes to the Terms, you agree to be bound by the revised Terms.
Registration
To access certain features of the Services, you may be required to register for an account or create a recurring billing subscription. You must provide accurate and complete information during the registration or subscription process and update such information as needed. You are responsible for maintaining the confidentiality of your account credentials and must notify us immediately if you suspect any unauthorized access or use of your account.
Use of Services
Netsicle grants you a limited, non-exclusive, non-transferable, and revocable license to use the Services for your personal or internal business purposes, subject to these Terms. You agree not to use the Services for any illegal or unauthorized purpose, or in any manner that violates any applicable laws or regulations.
Intellectual Property Rights
All content, features, and functionality of the Services, including but not limited to text, graphics, logos, images, and software, are the property of Netsicle or its licensors and are protected by copyright, trademark, and other intellectual property laws. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without the express written permission of Netsicle.
Third-Party Links and Services
The Services may contain links to third-party websites or services that are not owned or controlled by Netsicle. Netsicle has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Netsicle shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods, or services available on or through any such third-party websites or services.
Termination
Netsicle may terminate or suspend your access to Services at any time, without prior notice or liability, for any reason, including but not limited to your breach of these Terms. Upon termination, your right to use our Services will immediately cease.
Cancellation of Service
If you wish to cancel any subscription or Service with Netsicle, a written notice of intent to cancel must be submitted at least 30 days in advance. This notice should be sent to the contact information provided in these Terms. Failure to provide such notice within the specified time frame will result in the continuation of services and billing for the subsequent period.
No Warranty, Refunds, or Credits
The Services provided by Netsicle are offered as-is without warranties of any kind, either express or implied. We do not guarantee that the Services will meet your specific requirements or expectations. All payments made to Netsicle for Services are final. Netsicle does not offer refunds or credits for services rendered, even in instances where the client is not satisfied with the provided services or results. We strive to deliver the highest quality of service, but client satisfaction cannot be guaranteed due to the subjective nature of digital marketing and the reliance on numerous external factors beyond control.
Disclaimer of Warranties
Services are provided on an "as is" and "as available" basis, without warranties of any kind, express or implied. Netsicle disclaims all warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Limitation of Liability
In no event shall Netsicle or its affiliates, officers, directors, employees, agents, contractors, or licensors be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, loss of data, or other damages arising out of or in connection with your use of our Services, even if advised of the possibility of such damages.
Indemnification
You agree to indemnify, defend, and hold harmless Netsicle and its affiliates, officers, directors, employees, agents, contractors, and licensors from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your access to or use of our Services, your violation of these Terms, or your infringement of any intellectual property or other right of any third party.
Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law provisions. You agree to submit to the exclusive jurisdiction of the courts located in the County of Duval in the State of Florida, and waive any objection to such venue, based on forum non conveniens or otherwise.
Severability
If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and will be enforced to the maximum extent permissible under applicable law.
No Waiver
No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Netsicle's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Agreement
1. Scope of Services: Agency shall provide digital marketing services to the Client, which may include, but are not limited to, search engine optimization (SEO), pay-per-click (PPC) advertising, social media management, website development, and other related marketing and business services as needed and as agreed upon. The specific scope of services may be outlined in a separate Statement of Work (SOW), proposal document, or written agreement.Overview: This Statement of Work (SOW) outlines the digital marketing services provided by the Agency to the Client. It defines the scope of services, deliverables, and the standard practices adopted to enhance the Client's digital presence and marketing efforts.
Scope of Services: The Agency commits to offering a comprehensive suite of digital marketing services tailored to meet the Client's unique business needs. These services encompass:
Search Engine Optimization (SEO): Implementing industry-standard SEO practices to improve the Client's website ranking on major search engines. This includes keyword research, on-page optimization, link-building strategies, and regular performance analysis.
Website Development and Assistance: Providing website development and maintenance services to ensure the Client's website is visually appealing, user-friendly, and optimized for conversions. This includes assistance with website structure, design, content, and functionality enhancements.
Ongoing SEO Work: The Agency will conduct ongoing SEO efforts to continuously improve the Client's online visibility and organic search performance. This involves regular website audits, content updates, backlink analysis, and adaptation to SEO best practices and algorithm changes.
2. Deliverables:Monthly performance reports detailing SEO progress, PPC campaign results, social media engagement metrics, and website analytics.
Ongoing consultation and recommendations for digital marketing strategy adjustments based on performance data and market trends.
Access to a dedicated account manager for regular updates, meetings, and support.
3. Commitment: The Agency pledges to provide the above services with the highest level of professionalism and dedication. All efforts will be directed towards achieving measurable improvements in the Client's digital marketing performance, with a focus on driving traffic, enhancing online visibility, and generating leads and conversions.
By engaging with our Agency, the Client is assured of comprehensive digital marketing support, from website development and SEO to PPC and social media management, all aimed at fostering business growth and success in the digital arena.
2. Payment Terms: The Client agrees to enroll in an automatic recurring payment system managed through MoonClerk and Stripe for the monthly subscription fee (or as defined during payment). The specifics of the payment amount and frequency will be outlined in the provided invoice or contract and can be adjusted & agreed upon between both parties.Automatic Payments: Payment will be automatically charged to the Client's designated payment method on a recurring monthly basis.
Payment Method: The Client is responsible for ensuring that a valid and current payment method is on file with the Agency at all times. Failure to maintain a valid payment method may result in suspension or termination of services.Invoice Payment Option: In addition to automatic payments, the Client has the option to make payments via invoice. Payment terms for invoices are net 30 days from the invoice date unless otherwise specified.
Yearly Discounts: Clients who opt for yearly payment plans may be eligible for discounts. The specifics of any such discounts will be detailed in the contract or invoice provided to the Client.
Notification of Payment: The Client will receive an electronic notification confirming each transaction as it occurs.
Late Payment: In the rare event that an automatic payment fails due to issues with the Client's payment method, the Client will be notified and expected to rectify the situation promptly. Continued failure to provide a valid payment method may incur additional charges and may result in suspension or termination of services.
Updates to Payment Information: It is the Client’s responsibility to update payment information in a timely manner in the event of changes to their credit card or bank account details to avoid any service interruptions.
The Client acknowledges and agrees to these payment terms as part of the contractual agreement with Netsicle LLC for the provision of digital marketing services.
3. Non-Guarantee of Results: Client acknowledges that the Agency makes no guarantees or warranties of any kind, expressed or implied, regarding the performance of the services provided, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose. Marketing and advertising involve risks, and the Agency does not guarantee any specific outcomes, rankings, or increase in business.
4. Dispute Resolution: In the event of a dispute arising from or in connection with this Agreement, the parties shall first attempt to resolve the issue amicably. Failing such resolution, the dispute shall be resolved through arbitration under the rules of the American Arbitration Association, conducted in Duval County, Florida, United States.
5. Governing Law: This Agreement shall be governed by the laws of the State of Florida, United States, without regard to its conflict of law principles.
6. Term and Termination: This Agreement shall commence on the effective date and shall continue until terminated by either party upon 30 days' written notice. Either party may terminate this agreement without cause.
7. Ownership of Work:Agency Ownership: All work created, developed, or produced by Netsicle LLC in the course of providing services to the Client, including but not limited to creative content, graphics, websites, strategies, and marketing materials, shall be the exclusive property of Netsicle LLC, unless explicitly stated otherwise in writing.
Client-Provided Content: Any materials, content, or assets provided by the Client for use in the projects remain the property of the Client. Netsicle LLC acquires no rights to such client-provided materials except for the limited right to use them for the specific project as agreed upon.
Written Agreement for Transfer: In cases where ownership of specific works is to be transferred from Netsicle LLC to the Client, such an arrangement must be explicitly agreed upon in writing. Absent such a written agreement, ownership rights of all works produced by Netsicle LLC shall remain solely with Netsicle LLC.
Use of Work: Netsicle LLC reserves the right to use any work produced for the Client in its portfolio, marketing materials, or other promotional efforts, unless specifically restricted by a signed non-disclosure agreement or as agreed in writing.
Website Purchase Option: Clients have the option to purchase outright any website built for them by the Netsicle LLC after 12 months of subscription payments. Upon cancellation of services, the Client may acquire full ownership of the website for a fee of $2,500. This fee must be paid within 30 days of service cancellation and can only be provided once 12 months of consecutive payments have been paid to Netsicle LLC. The website will be transferred to the Client in the platform used to originally build the website.
This option allows clients to maintain continuity of their online presence and ensures they have complete control over their website should they choose to part ways with Netsicle LLC's services.
8. Independent Contractor Status: The Agency is an independent contractor. This Agreement does not create an employer-employee relationship, nor does it include traditional employment benefits such as healthcare, retirement, or time off.
9. Cancellation Policy: Client may cancel services with a written notice of intent to cancel with acknowledgement submitted 30 days in advance. No refunds will be provided for recurring retainer payments made for services.
10. Confidentiality: Both parties agree to maintain the confidentiality of proprietary information disclosed during the term of this Agreement.
11. Data and Password Security: Netsicle LLC prioritizes the security and confidentiality of our clients' information. To safeguard passwords and sensitive data, we utilize Google Workspace with encryption protocols for storing and managing such information securely. More information can be found at: https://services.google.com/fh/files/misc/google-workspace-encryption-wp.pdf.
Clients have the flexibility to share password information and access credentials through their preferred password-protected platform, such as OnePassword, LastPass, or similar services, ensuring enhanced security and control.
By opting for these secure sharing methods, clients contribute to maintaining the highest level of protection for their digital assets and personal data. Netsicle LLC commits to adhering to best practices in data security, ensuring that all client information is handled with the utmost care and confidentiality.
12. Indemnification: Client agrees to indemnify and hold harmless the Agency from any claims, damages, or expenses arising from the Client's use of the Agency's services.
13. Acknowledgment of Terms of Service: Client acknowledges they have read, understood, and agree to the entirety of Netsicle's Terms of Service located at netsicle.com/terms, as last updated on December 1, 2023.
Contact Information
If you have any questions or concerns about these Terms or the Services, please contact us at:
Netsicle LLC
7901 4th St N Ste 4651
St. Petersburg, FL 33702
Email: moc.elcisten%40ofni
Phone: (866) 530-5301
Entire Agreement
These Terms, together with any other legal notices or agreements published by Netsicle on the Services, constitute the entire agreement between you and Netsicle concerning your use of the Services and supersede any prior agreements between you and Netsicle with respect to the subject matter hereof.