Consulting Relationship – Timely Communication
Client agrees to provide access to analytics and other administrative access to website, ftp, Google Console, Adwords, Bing Advertising and other platforms as requested by Razor Rank within a reasonable time frame. Client also agrees to respond to requests for information and requests for meetings, and acknowledges that the exchange of information is vital to the consulting relationship between Razor Rank and Client.
Payment Terms
Client agrees that invoicing for services will occur monthly in advance and payment is due net 15. Payments received in excess of 30 days from invoicing are considered late and subject to a late fee of 1.5% per month. Client agrees to pay a fee of $50 for returned checks.
Limitation of Liability and Indemnity – Security Breach
RAZOR RANK is not responsible for any security breaches affecting servers or accounts. If your server or domain is responsible for or involved in an attack on or unauthorized access into another server or system, then you will notify RAZOR RANK immediately, and RAZOR RANK will have the right to respond accordingly, including without limitation the right to identify, isolate, and block the source of the attack. The customer understands that alterations to existing applications or programs and the implementation of new applications or programs can result in a security breach.
Limitation of Liability and Indemnity – Monitoring User Activity
Users voluntarily engage in the activity of Internet use and bear the risks associated with that activity. RAZOR RANK exercises no control over and expressly disclaims any obligation to monitor its customers and other Users with respect to breaches of this Agreement or any content of the information made available for distribution via the Services, including without limitation, any information passing through RAZOR RANK’ host computers, network hubs and points of presence, or the Internet, or any content that may be posted by any User on any website. In no event will RAZOR RANK have any liability to you or any third party for unauthorized access to, or alteration, theft, or destruction of information distributed or made available for distribution via the Services through accident, or fraudulent means or devices.
Limitation of Liability and Indemnity – Interruption of Service
RAZOR RANK will not be liable for any temporary delay, outages, or interruptions of the Services. Further, RAZOR RANK is not liable for any delay or failure to perform its obligations under this or any other Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications, or third-party supplier failure). RAZOR RANK cannot guarantee that (a) access to the Services will be uninterrupted or error-free, (b) defects will be corrected, or (c) the Services will be secure. The customer understands that alterations to existing applications or programs and the implementation of new applications or programs can result in an interruption of service.
Limitation of Liability and Indemnity – Loss of Data
RAZOR RANK will not be liable for any loss of data. The customer is responsible for ensuring that adequate backups are being done at a frequency determined by the customer. The customer is solely responsible for the audit of these backups whether scheduled or arranged by RAZOR RANK or by the customer. The customer understands that alterations to existing applications or programs and the implementation of new applications or programs can result in the loss of data.
Limitation of Liability and Indemnity – Customer Indemnity
You agree to indemnify, defend, and hold harmless RAZOR RANK and all employees, officers, directors, partners, representatives or any such entity, from and against any and all third party claims, damages, losses, liability, causes of action, judgments, costs, or expenses (including, without limitation, reasonable attorney’s fees) asserted against or suffered by RAZOR RANK arising out of any breach of this Agreement by you, your Users, or your customers.
Limitation of Liability and Indemnity – Search Engine Changes
RAZOR RANK will not be liable for any changes made to criteria used by search engines such as Google, Yahoo, Bing and others. Customer understands that search engines do not disclose the criteria they use for listing websites in search results and change criteria arbitrarily from time to time and such changes may affect work done by RAZOR RANK. RAZOR RANK will use best practices in performing its functions and if changes affect website, RAZOR RANK will re-optimize pages as needed. In addition, RAZOR RANK assumes no liability for any changes made to website by customer or agents of the customer.
No Guarantee
Razor Rank makes no guarantee of results and Client acknowledges that search engines may change their algorithms at any time, affecting search results for all websites.
Limitation of Services – Consulting Hours
Consulting hours are limited by contract amount and are not to exceed allowances. Hours accrue for the services outlined in the Services Agreement and do not roll over each month. If Client requires additional consulting hours Consultant agrees to notify Client if hours reach 80% of hours specified in the Service Agreement and discuss the need for additional hours which would be considered Out-of-Scope. Consultant will make best efforts not to exceed the allotted hours and provide documentation of hours in the event of overage. Consulting hours are billable at $200 per hour and hours may not exceed the monthly contract value.
Third Party Products
For your convenience, RAZOR RANK may provide you access to Third Party Products through certain Third Party Vendors. Neither RAZOR RANK nor any Third Party Vendor makes any representations or warranties of any kind, express or implied, regarding any Third Party Products. You agree that will not (a) copy any license keys or otherwise decrypt or circumvent any license key, (b) run Third Party Products on a second system or through any other hosting provider, (c) remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that appear on or during use of any Third Party Product, or (d) reverse engineer, decompile, or disassemble any Third Party Product, except to the extent that such activity is expressly permitted by the Third Party Vendor or applicable law. You agree to observe the terms of any license or applicable end user subscriber agreement for Third Party Products and RAZOR RANK will not have any liability for your use of any Third Party Products or any violation of any license agreements or end user subscriber agreements that govern such Third Party Products. You will be solely responsible for any additional software of products that you install or use in conjunction with the Services.
Payment of Fees
RAZOR RANK reserves the right charge a late fee of 1.5% per month for fees received after 30 days. In addition, RAZOR RANK reserves the right to terminate services for non-payment of fees.
Disputes – Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York. In the event of a dispute between Client and Razor Rank, the parties agree, in good faith, to submit the dispute to mediation, prior to filing any documents in any court. Such mediation shall be conducted pursuant to the procedures of the American Arbitration Association, and shall occur in the County of Westchester, State of New York. In the event court action is necessary, each party agrees to personal jurisdiction in any action brought in any court, Federal or State, within the County of Westchester, State of New York having subject matter jurisdiction over the matters arising under this Agreement. Any suit, action or proceeding arising out of or relating to this Agreement shall only be instituted in the County of Westchester, State of New York. Each party waives any objection which it may have now or hereafter to the laying of the venue of such action or proceeding and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding.
Changes to Terms of Service
RAZOR RANK reserves the right to change the terms of service. A revised Terms of Service will be posted at least 10 business days prior to its effective date. Your continued use of products and services provided by RAZOR RANK following the posting of changes to these terms will constitute acceptance of these changes. Razor Rank reserves the right to cancel service agreements with 30 days’ notice to client.
