Limitation of Liability Agreement

ADA-compliant website

The federal Americans with Disabilities Act (ADA) are often associated with physical locations and accommodations certain businesses must make for people with disabilities. These accommodations typically include wheelchair accessibility, access to service animals, and the use of Braille for customers who are visually impaired. However, the ADA also extends to the digital realm, requiring businesses to ensure web content is accessible to all users.

Accessibility of a website means ensuring that individuals who are visually impaired or hearing-impaired or those who must navigate by voice are still able to meaningfully engage with the content on your website. This can be done in many ways, including some that are not immediately obvious.

Buyer understands that failure to comply with the ADA means your business is susceptible to lawsuits.
Buyer understands that Seller is not providing services for ADA compliance of the website.

Seller is not contracted to develop a website that offers “reasonable accessibility” to people with disabilities. Buyer needs to hire another company for Web Accessibility & ADA Compliance

A buyer does hereby waive any claim against Seller, Seller’s employees, agents, servants, or representatives and does agree to hold them harmless for any actual, consequential, indirect, special, incidental, reliance, exemplary, or punitive damages, or loss, expense, or other injury arising from their efforts to advertise on behalf of Buyer’s business whether such damages are foreseeable or not and whether such claims are based on the alleged breach of any express or implied warranty, breach of contract, misrepresentation, negligence, or strict liability (including damages for loss of data, goodwill, reputation, business, money, or opportunity), even if Seller has been advised of the possibility of such damages except that Seller shall retain the responsibility and liability for claims arises from the Website not being accessibility and/or in ADA Compliance.

SEO Campaign Agreement

Payment and Terms: Setup fees are due upfront and future invoices will be due on the first day of the month that services are rendered.  Pay-per-click services are open-ended and may be canceled at any time without penalty with 30 days’ written notice.  SEO Foundation services are generally completed during the first three months of service and must be paid in full even that other services are discontinued.

WAIVER AND RELEASE OF LIABILITY

By signing my credit card authorization form which was provided by your sales representative, I do hereby enter into the following Agreement.

WHEREAS Buyer and Seller have previously entered into an agreement whereby Seller shall provide online advertising services to Buyer, and Buyer is to pay Seller for those services; WHEREAS Buyer understands that the internet is forever changing, that the rules and requirements of the various search engines and other online information providers are outside of Seller’s direct control, and that Seller can therefore not make any guarantees or warranties as to the specific results of Seller’s advertising efforts; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows.

DEFINITIONS
Agreement: This Waiver and Release of Liability.
Advertising Agreement(s): Any and all contracts, agreements, or covenants executed between the parties and in force as of the effective date of this Agreement whereby Seller is obligated to provide any form of advertising to Buyer or on behalf of Buyer’s business, including any and all subsequent amendments thereto.
Advertising Service(s): Any actions required of Seller by the parties’ Advertising Agreements, but not including any liability that such Advertising Agreements may be interpreted as imposing on Seller for ensuring any specific result.
Effective Date: The date on which this Agreement becomes effective, as identified at the beginning of this Agreement.

SELLER’S OBLIGATIONS
Services: Seller agrees to provide all of the Advertising Services as required by the parties’ Advertising Agreements. Attached to the email which contains this contract, a credit card authorization form and cost calculator tool will be provided to the buyer which must be signed and returned with this document. The credit card authorization form will define the monthly fees and rendered monthly services.
Reporting: Seller agrees to provide Buyer with monthly reports detailing the efforts made on behalf of Buyer’s business in conformity with the parties’ Advertising Agreements and in fulfillment of Seller’s obligations to Provide Advertising Services.

BUYER’S WAIVER AND RELEASE OF LIABILITY
Waiver: Buyer does hereby waive any claim against Seller, Seller’s employees, agents, servants, or representatives and does agree to hold them harmless for any actual, consequential, indirect, special, incidental, reliance, exemplary, or punitive damages, or loss, expense, or other injury arising from their efforts to advertise on behalf of Buyer’s business whether such damages are foreseeable or not and whether such claims are based on the alleged breach of any express or implied warranty, breach of contract, misrepresentation, negligence, or strict liability (including damages for loss of data, goodwill, reputation, business, money, or opportunity), even if Seller has been advised of the possibility of such damages except that Seller shall retain the responsibility and liability for providing the Advertising Services.

TERM AND TERMINATION
Term: This Agreement will commence on the Effective Date identified at the top of this Agreement, will continue month to month unless terminated in accordance with Subsection “Termination” below.
Termination: This Agreement will be terminated in accordance with the following. The parties agree that it will not be considered a breach of the covenant of good faith and fair dealing to terminate this Agreement in accordance with this provision. This Agreement shall terminate immediately upon termination of all Advertising Agreements between the parties. This Agreement may be terminated if a party breaches this Agreement and such breach is not cured within thirty (30) calendar days of the breaching party receiving from the non-breaching Party written notice to cure such breach. This Agreement will automatically terminate if at any time either party a) files or has a petition filed against the party in bankruptcy; b) is adjudicated insolvent or bankrupt; c) engages in any activity that is or is potentially illegal; or d) engages in any activity that is a legal risk to the other party.

MISCELLANEOUS PROVISIONS
Amendment: This Agreement may be amended only by a written instrument executed by both parties.

Assignment: Neither party’s rights under this Agreement may be assigned by either party in connection with a merger, consolidation, sale, or otherwise, without the written consent of the other party. However, each party’s obligations under this Agreement are binding upon its respective heirs, purchasers, or other legal successors.

Attachments, Exhibits, and Appendices: Any attachments, exhibits, and/or appendices referred to in this Agreement are incorporated by reference as if fully set forth in this Agreement.

Conflicting Agreements: In the event that any provision of this Agreement conflicts with the term of any prior Agreement made between the parties, the terms of this Agreement shall prevail.

Contra Proferentum: Any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the interpretation of this Agreement.

Disclaimer of Warranty: Except as otherwise expressly agreed to herein, Seller makes no warranty of any kind, either express or implied, regarding the quality, accuracy, reliability, or validity of the applications, software, data, or information related to Seller’s network, systems, or Advertising Services. Seller provides its products and services “as is” and specifically disclaims all warranties of merchantability and fitness for a particular purpose. Buyer understands, acknowledges, and agrees that it will use Seller’s products and services, and all aspects thereof, at Buyer’s sole risk.

Entire Agreement, Binding Effect: This Agreement contains the entire agreement and all the terms, conditions, and obligations governing the relationship of the parties, and supersedes all prior agreements, understandings, and representations relating to the subject matter of this Agreement, whether oral or written. This Agreement is binding upon the parties and their representatives, successors, and assigns.

Force Majeure:  In the event, the operations of either party are interrupted by war, fire, insurrection, labor unrest or troubles, riots, the elements, earthquakes, acts of God, or any other event beyond the reasonable control of such party, the provisions of this Agreement may be suspended for the duration of such interruption without liability to the other party. Should a substantial part of the services which either party has agreed to provide the other hereunder be interrupted pursuant to such event for a period in excess of thirty (30) days, either party will have the right to terminate this Agreement upon thirty (30) days written notice to the other.

Good Faith: The parties agree to carry out their respective responsibilities, duties, and activities under this Agreement in good faith.  The parties understand and agree that it is not a breach of the covenant of good faith to terminate this Agreement without cause.

No Rights in Third Parties: This Agreement does not create any rights in or inure to the benefit of any third parties.

Notices: The parties agree that routine business-related notices will be delivered via facsimile, regular mail, or e-mail. All other notifications required by this Agreement to be sent in writing will be sent by one of the following methods a) U.S. Mail; b) overnight carrier (e.g., UPS, Federal Express); or c) electronic mail. Such notices are considered received on the earlier of the date of actual receipt or three (3) days after proper mailing or transmission, as specified herein.

Relationship of the Parties: Nothing in this Agreement will be construed as creating a relationship of employer and employee, principal and agent, partnership, or joint venture between the parties. Each party will be deemed an independent contractor at all times and will have no right or authority to assume or create any obligation on behalf of the other party except as may be expressly provided in this Agreement.

Section Headings: The section and subsection headings used in this Agreement have been inserted for convenience of reference only and do not in any way modify or restrict the terms or provisions of this Agreement.

Severability: In the event that any provision of this Agreement is rendered invalid or unenforceable by any proper act of the federal, state, or local government, or declared null and void or unenforceable by any court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and continue to bind the parties, except to the extent that the major purposes of this Agreement would be frustrated by such continuation.