Between Think Profits.com Inc. (“Think Profits”) and the client as indicated above on the first page of this document (the “Client”).
1. SERVICES TO BE PERFORMED
The services (the “Services”) to be performed by Think Profits under this Agreement are described herein and in those schedules attached to this agreement as Schedule A – (the “Accepted Proposal”). Schedule C – (the “Blue Print for Success”), and in Creative, Database, Content and Video Primers, Schedule B (the “Web Page Architecture Flowchart”) and Schedule B-1 (the “Database Architecture Flowchart”) and any relevant applicable Appendices and Schedule J’s – (the “Time Tracking”) may also be included, all of which form part of this Agreement. It is further agreed that any CHANGE ORDERS are, once executed, agreed to form part of this agreement and are deemed to be incorporated hereto. This Internet Services Agreement also includes and incorporates all Schedule J’s – (Time Tracking) created that arise from this contract at any future date. Schedule J work to be performed will be done within 5 Business days, unless otherwise stated prior to signing the Schedule J. Should the work to be performed from the Schedule J be required before the 5 business day timeline a time and a-half fee may apply. Database Migration of Client’s new or existing content and or data IS NOT INCLUDED in this contract unless specified and set out on the first page of this agreement.
The provisions as set out below are the terms for those areas of services provided by Think Profits. If the Client has agreed to any of the services described below, and set out on the first page of this agreement, the applicable terms are set out as follows:
2. SEARCH ENGINE OPTIMIZATION
The Client agrees and acknowledges that Think Profits does not guarantee results on Search Engine rankings or the timing of any Search Engine Ranking changes. In addition, Search Engine Optimization results for existing web sites typically are indexed within 4 weeks, however it can take four to six months and up to nine months for new sites to see any change in rankings. The client also acknowledges that there are factors beyond the control of Think Profits and that positioning and ranking results will fluctuate on a regular basis. For best SEO results, SEO is a 2 step process, building the website correctly and then doing monthly SEO. Think Profits recommends engaging in our monthly re-optimization services separately / additionally from any development contract and conversely for monthly SEO clients to engage in a full development contract in addition to a monthly re-optimization program.
3. PAYMENT TERMS FOR WEB DEVELOPMENT / CREATIVE SERVICES CONTRACTS
The Client agrees to pay to Think Profits 50 percent of the Fee as set out on page one upon signing of this Agreement, 40 percent of the Fee 30 days from Agreement signing, and 10 percent of the Fee on completion for all Web Development and Creative projects. While we cannot guarantee a time line, we strive to use our reasonable best efforts to produce the Client’s website and publish it within a 90 business day timeline from the date of the First Production Meeting unless otherwise specified in writing. Delays in production timelines as well as associated costs caused by the Client are its sole responsibility and will be billed at our then current billing rates. Clients are responsible for ALL third-party fees for word press or other website themes and ALL related plug ins. Clients are also responsible and indemnify Think Profits for ALL images supplied and provided to Think Profits. We advise original art/images be provided at the expense of the client and Think Profits bear’s no liability if they are provided and later result in any legal challenges on their use.
4. PAYMENT TERMS FOR ANNUAL DIGITAL MARKETING CALENDAR CONTRACTS
The Client agrees to pay to Think Profits the 1st and last month Fee as set out on page one upon signing of this Agreement. Bid Administration Fees include ad writing, monthly report generation, conversion analysis, bid management and administration. Bid Administration Fees DO NOT include management consulting or overall campaign strategy development beyond the initial schedule A produced and included in this agreement. Third party advertising spend pauses do not trigger a pause or cancellation of Think Profits monthly fees. This total contract value is the minimum value required in order to fulfill this contract. Third Party Spend budgets can be revised and or reallocated throughout the calendar year only by way of a client signed CHANGE ORDER AUTHORIZATION. There is NO fee to provide these adjustments IF Client has an active Management Consulting Contract with Think Profits. Management Consulting time to develop additional strategies to re-allocate spend budgets throughout the term of this contract will be billed against your management consulting agreement at our then current billing rates. Clients are encouraged to engage in a management consulting agreement with Think Profits for best campaign results. If Client does not have a management consulting agreement with Think Profits they agree to be billed additionally for all management consulting requests.
5. PAYMENT TERMS FOR MONTHLY think-SEO, think-PPC, think-SUPPORT, think-SOCIAL, think-EMARKETING CONTRACTS
The Client agrees to pay to Think Profits the 1st and last month Fee as set out on page one upon signing of this Agreement. Third party advertising spend pauses DO NOT trigger a pause or cancellation of Think Profits monthly fees. This total contract value is the minimum value required in order to fulfill this contract .Third Party Spend budgets can be revised throughout the calendar year, by way of a client signed CHANGE ORDER revision authorization form provided 21 days in advance of the date that the requested change is to take place. Monthly think-SEO, think-PPC, think-EMARKETING, think-SOCIAL and think-SUPPORT Programs automatically renew and become a contract on a month to month basis after the one year anniversary date of Think Profits providing the services. This portion of services may be canceled with 30 days written notice. Outstanding payment will be required in full for all creative and design services if Client defaults on any scheduled payment or cancels services prior to 1 full year of Think Profits providing such services.
6. FEE ESTIMATES / CHANGE ORDER / CAMPAIGN SPEND CHANGES
The Fee as set out on page one is based on the Services described in the Proposal. If the scope of the project changes as it progresses due to the Client’s needs changing or due to the agreement by the Client of the inclusion of new ideas during the strategy, scoping or development stage of the project, if additional services are added, if there are scope changes to the Services described in the Proposal, or if the client requests a campaign spend change, then the Client will be required to sign a “CHANGE ORDER AUTHORIZATION” in advance and if applicable will be invoiced for such as “Additional Services” at the current prevalent rates.
Clients are responsible for the administration and maintenance of their own equipment and system management. Think Profits is not responsible for Network Support, Network Security, Connectivity and Maintenance arising from client servers and systems. Labor rates are subject to change. If there is a client lead change at any time during the duration of a project Think Profits will set up a meeting with the authorized signatory to act on behalf of the client to review the project scope. Meetings and consulting time are subject to additional fees.
7. LATE PAYMENT
Interest will be charged at the rate of 2% per month (or 24% per annum) on any amounts due to Think Profits which have not been paid 30 days after invoice date.
8. TERM AND TERMINATION
The term of this Agreement is indicated on the front of this Agreement for each of the services indicated. Unless indicated by the Client in writing 30 days prior to the initial expiration or any subsequent expiration, this Agreement (subject to any limitation set out above) will be deemed to renew for a further one year term. Either Party has the right to terminate this Agreement in the event the other Party fails to substantially perform its obligations under this Agreement and such failure is not cured within 14 days of receiving notice from the terminating Party. The effective date of termination will be 30 days thereafter to allow the Client to move its web site to a different service provider smoothly. Following notice of termination, the Parties will reconcile the Client’s account in accordance with fees paid by the Client to Think Profits and the Services rendered to that date by Think Profits. All creative, design and writing fees included in all monthly digital marketing and support programs contracts must be paid out entirely upon cancellation. The provisions set forth in Sections 7 (Late Payment), 10 (Disclaimer and Limitation of Liability), 11 (Acknowledgement and Indemnity) and 12 (Miscellaneous) shall survive the termination or earlier expiration of this Agreement.
Think Profits prohibits the use of its World Wide Web servers for the purpose of uploading or downloading, transmitting, posting, publishing, disseminating, receiving, retrieving, storing or otherwise reproducing, distributing or providing access to information, software, files or other material that: (i) are confidential or protected by copyright or other intellectual property rights without prior authorization from the rights holder(s); (ii) are defamatory, obscene or hate literature; (iii) constitute phishing, spamming (i.e., unsolicited email), harassment, invasion of privacy, appropriation of personality, or unauthorized hacking, linking or framing; (iv) contain a virus, “cancelbot”, “trojan horse”, “worm” or other harmful or disruptive component; (v) violate any applicable laws, or (vi) are activities that Think Profits determines in its sole discretion to be harmful to its other customers, operations, or reputation. The client also acknowledges and agrees that it is solely responsible for all credit card information and data stored on Think Profits’ servers at all times. If any provision of this Agreement is violated by the Client, its employees or any third party targeting the client through our servers, Think Profits reserves the right in its sole discretion to refuse to host the Client’s web page content in whole or in part and/or the right to withdraw the content of any web page/site from its World Wide Web servers without prior notice. Client further agrees that all fees associated with the provision of this agreement being violated will be billed at their expense.
10. DISCLAIMER AND LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OTHER PROVISIONS AS SET OUT IN THIS AGREEMENT, THE CLIENT AGREES THAT THINK PROFITS IS PROVIDING THE SERVICES ON AN “AS IS” BASIS WITHOUT WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE PAYMENT CARD INDUSTRY (PCI DSS) COMPLIANT, UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE. UNDER NO CIRCUMSTANCES WILL THINK PROFITS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING LOSS OF GOODWILL, PROFITS AND BUSINESS OPPORTUNITIES) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
IN NO EVENT WILL THINK PROFITS’ TOTAL LIABILITY EXCEED, AND THE CLIENT’S EXCLUSIVE REMEDY IS LIMITED TO, THE FEES THE CLIENT HAS PAID FOR THE SERVICES FOR THE PRIOR CALENDAR YEAR. ANY SUIT OR ACTION BY THE CLIENT AGAINST THINK PROFITS, ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SHAREHOLDERS, SUCCESSORS OR ASSIGNS, BASED UPON ANY ACT OR OMISSION ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR SERVICES PERFORMED HEREUNDER, OR ANY ALLEGED BREACH THEREOF, MUST BE COMMENCED WITHIN ONE YEAR OF THE FIRST OCCURRENCE GIVING RISE TO SUCH CLAIM OR BE FOREVER BARRED.
11. ACKNOWLEDGEMENT AND INDEMNITY
The Client acknowledges that Think Profits exercises no control over the content contained in or passing through the Client’s web site and all social media and email platforms and that the Client will be fully responsible for all liabilities connected thereto. The Client agrees that Think Profits disclaims all liability resulting from, and the Client agrees to release, defend, indemnify and hold harmless Think Profits, its affiliates, officers, directors, agents, employees, shareholders, successors and assigns from and against, any and all claims, liabilities, losses, damages or costs (including any legal fees) related in any way to this Agreement or the Services, including claims related to credit card usage, transaction, data storage, information handling and other related fraud, false advertising, product liability, intellectual property infringement (involving the Client’s web site or the Services), disruption or malfunction of the Services, delay or failure to deliver data, interruptions, deletion or corruption of files, and unauthorized use of confidential or personal information or the Client’s account, including any claims arising out of Think Profits’ default or negligence. Client is responsible for responding to all inbound inquiries from their website and all social media and email platforms.
Think Profits shall not be liable for any loss, damage, delay or failure to perform whole or in part resulting from causes beyond Think Profit’s control, including, but not limited to, server attacks, war, acts of terrorism, fires, earthquakes, strikes, delays in transportation, or requirements of any government agency.
This Agreement shall be governed by the laws of the Province of British Columbia and the applicable federal laws of Canada.
All disputes shall be resolved in the courts of the Province of British Columbia, in the City of Vancouver.
If any part of this Agreement shall be held to be illegal, unenforceable or invalid, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, enforceable and valid, and the legality, enforceability and validity of the remaining provisions of this Agreement shall not be affected or impaired.
The Client agrees to allow Think Profits to place a tag with its company logo at the bottom of each page on the Client’s web site.
The Client accepts full responsibility for the final proofing of its web site and acceptance of all of the Services rendered by Think Profits hereunder.
We Value Your Privacy!
Resale or Disclosure of Information to Third Parties
Think Profits does not sell, rent, loan, trade, or lease any personal information collected at our site, including contact forms, download requests, or email lists.
Privacy of Our Email Lists
Individuals must affirmatively ask to join our mailing lists using the forms provided on this web site or other means expressly sanctioned by Think Profits. We do not sell, rent, loan, trade, or lease the addresses on our list to anyone. In addition, we configure our list server software to refuse to divulge the email addresses of our list subscribers to anyone but authorized Think Profits’ staff, including other list subscribers.
We strive to only send e-mail to those who want to receive it. If you would not like to receive future e-mails from us, reply to any email with UNSUBSCRIBE as the subject.
Personal information is any information that personally identifies you or allows us to contact you. It includes, without limitation, your full name, your email address, your home address, and your telephone number. This information is ordinarily used to individualize your experience on our website, communicate separately with you, facilitate your movements throughout our website, and to be able to selectively send you communications that may be of interest to you, either electronically or otherwise.
Generally, you can visit our website without revealing any personal information about yourself. The personal information collected from clients during the registration process is used to manage each client’s account (such as for billing purposes). This information is not shared with third parties, unless specifically stated otherwise or in special circumstances.
We collect certain aggregate information, such as tracking the Internet address of the domains from which you visit our site and analyzing this data for trends and statistics, tracking your IP address (the number that is automatically assigned to your computer when you are using the Web), and tracking your browser type.
We use this aggregate information to help diagnose problems with our servers, to administer our site, and to gather broad demographic information. None of this information is connected with your personal information. Think Profits may also generate non-identifying and aggregate profiles from personal information members provide during registration (such as the total number, but not the names, of clients).
Use of IP Addresses
An IP address is a number that is automatically assigned to your computer whenever you’re surfing the Internet. Web servers automatically identify your computer by its IP address. Think Profits and/or its affiliates may collect IP addresses for the purposes of system administration, to report aggregated information to our advertisers, and to audit the use of our website. When clients request pages from our website, our servers log the requesting clients’ IP addresses. We normally will not link IP addresses to anything personally identifiable, which means that clients’ sessions will be logged, but client identity remains anonymous to us. We can and will use IP addresses to identify a client when we feel it is necessary to enforce compliance with our rules or terms of service or to protect our service, website, or any person, or where it is otherwise permitted by law.
Responses to Email Inquiries
When visitors or clients send email inquiries to Think Profits, the return email address is used to answer the email inquiry we receive. Think Profits does not use the return email address for any other purpose and does not share the return email address with any third party.
“Cookies” and How Think Profits Uses Them
Links to Other Sites
Think Profits is committed to taking reasonable measures to protect your personal information from theft, misuse and alteration. Although Think Profits’ security efforts are consistent with industry practices, complete privacy, confidentiality, and security are not yet possible over the Internet. The client agrees that since the Internet is not a fully secure medium for the communication of information, and since privacy and confidentiality cannot be guaranteed, use of Think Profits’ services may cause the client’s information to be accessed by, or disclosed to, other persons. Therefore, the client agrees that Think Profits shall not be responsible or liable for any damage that the client, or any other person, may suffer in connection with the communication of private, confidential, or sensitive information using Think Profits’ services. While we make every effort to ensure the integrity and security of our network and systems, we cannot guarantee that our security measures will prevent third-party “hackers” from illegally obtaining the client’s information.
Clients may not opt out of receiving information from Think Profits which is essential for maintaining or updating clients’ accounts or system information. Clients who have registered a domain name with Think Profits and wish to change the Technical Contact from Think Profits to another company may send a request to email@example.com. It is important to note that client domain name registration information is made publicly available in the registry of domain names.
Think Profits.com Inc.
602-1388 Homer Street,
Vancouver, BC, V6B 6A7
Revisions to This Policy
Think Profits reserves the right to revise, amend, or modify this policy, our Internet Service Agreement, and our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with the Internet Service Agreement.
Think Profits’ Commitment to Children’s Privacy
Protecting children’s privacy is especially important to us. It is our policy to comply with the Children’s Online Privacy Protection Act of 1998 and all other applicable laws.
Think Profits recommends that children ask a parent for permission before sending personal information to Think Profits or to anyone else online.