BRAND CHIRO, LLC SERVICE AGREEMENT

THIS AGREEMENT is made

BETWEEN

  1. The Client of (the “Buyer”) and

  2. Brand Chiro, LLC of (the “Service Provider”)

Collectively referred to as “Parties”

RECITALS

The Buyer wishes to be provided with the services defined below by the Service Provider and the Service Provider agrees to provide the services to The Buyer on the terms and conditions of this agreement.

  1. Key Terms

1.1 Services

The Service Provider shall provide the following services to the Buyer in accordance with the terms and conditions of this agreement.

1. Logo and Branding
We will provide the logo design, business card and Branding Guide.  This includes six initial concepts based upon the your ideas and feedback.  Once a concept has been chosen, we will provide four rounds of changes to the logo.  The business card will reflect the branding across the website and logo. We will provide two rounds of changes for the business card.  All or any other branded materials such as Thank-You Postcards, Complimentary Assessment Cards, Ticket To Good Health Cards, and Screening banner designs will have two rounds of revisions before additional charges will be made.  If any item other than logo, goes beyond two revision rounds, a $50 per revision fee will be charged per item.  The Buyer accepts that Brand Chiro does not print materials, nor provide any printing services.
2. Website Design and Development
We create responsive websites built with WordPress, the world’s best website development tool. The website’s design will reflect the your branding in look and tone.  Content Writing support is provided, and each page of content will have two rounds of changes.  Each page of the website will have two rounds of design and content changes allowed.
Email:  You will be provided one email address on Google Apps for Work, which allows you to have email through Gmail with enhanced security, ease of use and longevity.  Each email address beyond the first will incur a charge of $5/month/address.  (Ex: three email addresses will cost $10/month on top of your monthly Brand Chiro fee).
Domain and Hosting:  We will provide you with a domain name based on availability*.  Hosting is provided through our platform supported by InMotion Hosting for excellent performance and longevity.  If you choose to move away from Brand Chiro, we can release your domain name and provide you with your website files to use with another provider.
3. Website Updates and Maintenance
UPDATES: Once per month updates will be provided at your request. These changes can be design or content changes. MAINTENANCE:  All website plug-ins, themes and hosting will remain updated for the life of our partnership.
4. Photography
A Three hour photography shoot will be provided in one location limited to within 20 miles of Atlanta (Locations away from Atlanta will require further arrangements).  Our Brand Chiro photographer will capture photos intended for the website.  You will be provided these photos to use for your personal and business needs.
5. Mission and Vision Video
We will produce, film, and edit an engaging, two minute video for your practice.  
The photography and videography will be completed at the same time.   Two rounds of corrections will be allowed once the first version of the video edit has been provided.  Any travel expenses beyond a 20 mile radius of Atlanta will be incurred.  Any travel requiring flights, rental car and hotel will be paid for by The Buyer.
6. Local Online Business Listing
We want you to be seen all of the Internet, and especially for people searching for you online.  Your business details will be listed in a consistent, clear format on numerous sites online through Moz Local.  This includes name, address, phone number, hours and website.  We push your listings to all the major data aggregators, and this way, search engines can find your location information, and new customers can find you!  This service is limited to the platform we use  (Moz Local), and can not guarantee full data reliability across all aggregators.

MONTHLY FEES
Our pricing model is structured so that you pay our Start-Up Fees over a three month period, one payment per month, unless paid in full by The Buyer.  The monthly website fee begins on the fourth month after the contract start date.  This fee is paid  on an on-going basis until you decide to no longer utilize Brand Chiro’s services.  
CANCELLATION
When cancelling an account, we request 30 Days of written notice.  Upon the end of the 30 day period, we will release your domain name, and all website files for use elsewhere.  PLEASE NOTE:  You will be responsible for transferring your domain to another provider, implementing your website files, and making sure your Google Apps continue to work for your emails.  Your Moz Local subscription will end unless you add your billing information to retain its services for the Local Listing Service.
*Domain Name:  If you already own a domain name, we can keep it with your current provider, and connect it to our hosting services.  Please notify us if this is the case, and if you currently use Google Apps for Work.

1.2 Service Delivery

  1. Start and Completion Dates: The Buyer will give the Service Provider a reasonable beginning and completion date.

NOTE: Service Provider Completion Date is an estimate. The Completion Date is subject to change based on cooperation and communication from Buyer. Any delay in review for approval by Buyer of material created by Service Provider, delay in the providing of material by Buyer at the request of Service Provider, and/or Significant requested changes by Buyer of created materials from Service Provider or delay in requested review of created materials provided by the Service Provider may result in delay of scheduled completion date and additional charges to be paid by Buyer.

1.4 Payment

  1. The Service Provider shall invoice the Buyer via email communication upon the completion of this contract.

  2. All invoices submitted are due upon receipt.

  3. The method of accepted payment from Buyer to Services Provider is:

    1. A Business Check sent to the following address: 3961 Gann Road SE, Smyrna, GA 30082

    2. Online Credit Card payment through invoice service.

General Terms

2.1 Intellectual Property Rights

The Service Provider agrees to grant the Buyer a non-exclusive, license to use, copy, and modify any elements of the Material specifically created for the Buyer as part of the Services. The written text content for the website created by The Service Provider is NOT allowed to be shared with other non-Brand Chiro clients for their own use.  This material is copyrighted to Brand Chiro, and is not owned by The Buyer.  In respect to the design materials specifically created for the Buyer as part of the Services (Logo design, business card design, postcard desings, screening banner designs ONLY), the Service Provider assigns the full title guarantee to the Buyer and any or all of the copyright, other intellectual property rights, and any other data or material used or subsisting in the Material whether finished or unfinished. The Service Provider reserves the right to use any or all of the material specifically created for The Buyer in Service Provider’s own media for marketing and promotional purposes, for the purposes of sales, as well as but not limited to examples of work created, for the purposes of additional sales solicitations, as the subject of content marketing, and/or for the purposes of general promotion of Service Provider. Any third party material used in the creation and execution of Services shall have all rights, consents, and approvals secured to mitigate legal liability of use of said third party material. If third party material is provided by Buyer, it shall be the responsibility of Buyer to secure all third party rights, consents, and approvals for appropriate use. If third party material is provided by Service Provider, it shall be the responsibility of Service Provider to secure all third party rights, consents, and approvals for appropriate use. Service Provider assumes no legal responsibility for the placement of third party content provided by Buyer for which the permissions for appropriate use have not been acquired.

2.2 Limitation of Liability

  1. Subject to the Buyer’s Obligation to pay the Price to the Service Provider, either party’s liability in contract, tort, or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price.

  2. To the extent it is lawful to exclude the following heads of loss and subject to the Buyer’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data, or any other indirect or consequential loss or damage whatsoever.

  3. Nothing in this Clause 2.2 will serve to limit or exclude either Party’s liability for death or personal injury from its own negligence.

2.3 Term and Termination

  1. This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with Clause 2.4(b), until the Completion Date.

  2. Either Party may terminate this Agreement upon notice in writing if:

    1. the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or

    2. a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party’s assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.

  3. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

  4. TERMINATION OF MONTHLY SERVICES:  The Buyer has the right to terminate their monthly partnership at any time, and shall provide 30 days of written notice via email or written communication.  Upon this termination, the website domain (if registered on Brand Chiro’s hosting account) will be released to the Buyer to use at their disposal.  Upon this release, The Buyer will be responsible for setting up a new account on their preferred domain registrar and all fees necessary for that transition.   The website content files will be sent via an online file-service delivery system to be used on client’s new website hosting account.  Brand Chiro will not aid in any further transition beyond sending the website contents in a package.  The Buyer is responsible for getting their website online again.

2.4 Relationship of the Parties

The Parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.

2.5 Confidentiality

Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.

2.6 Miscellaneous

  1. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

  2. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected.

  3. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.

  4. This Agreement may not be amended for any other reason without the prior written agreement of both Parties.

  5. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.

  6. Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of God, war, civil commotion or industrial dispute. If such delay or failure continues for at least 14 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.

  7. This Clause 2.6 and Clauses 2.1, 2.2, 2.4, and 2.5 of this Agreement shall survive any termination or expiration.

  8. This Agreement shall be governed by the laws of the jurisdiction in which the Buyer is located (or if the Buyer is based in more than one country, the country in which its headquarters are located) (the “Territory”) and the parties agree to submit disputes arising out of or in connection with this Agreement to the nonexclusive of the courts in the Territory.

AMENDMENTS:

  1. Any design decisions including those pertaining to web, graphic, logo, video cannot be changed once The Buyer has given final approval. For any changes past the approval point, The Buyer will be charged an extra fee agreed upon by both parties.

  2. A 72-hour period will be provided for review of all materials submitted to the Buyer for feedback at any phase of the process. This includes, but is not limited to: logo concepts, logo finalization, written content for website and online ads, website domain and email choosing, website design, photography and video versions.  For each 24 hour period following the initial approval period, a fee agreed upon by both parties will be charged to compensate for work flow stoppage and added project time.

  3. The Buyer acknowledges that this agreement is limited in terms of detailed design work including graphic design, logo design, website development, and content management. Any items needed beyond the scope of what The Service Provider can provide, will be handled by a third-party. If necessary, The Service Provider will discuss extra fees, and will make sure that all parties are in agreement before continuing with extra services.

By agreeing to this on the brandchiro.com checkout process, you (The Buyer) agree and electronically sign this agreement.   This is done through the check-box on our Estimation Form before checkout.