Lux Digital Marketing | St Pete SEO

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Website Rental Terms of Service

Below are the terms & conditions for renting your website from Lux Digital Marketing LLC. (Lux)

The agreement contained in this “Website Rental Agreement” is between Lux, (“Company”) and you (“Client”) constitutes the sole agreement between Company and the Client regarding renting a website from Company.

  • Scope Of Work
    • New Website/ Rebuild Website
    • Company retains ownership of domain in which work will be created on.
    • Company retains ownership of all work and content created on domain.
    • Client may forward any pre-owned domains to the domain in which the website is built.
    • Company agrees to design, publish, and maintain a website for Client according to agreed upon specifications and the package option selected.
    • Any additional work not specified in this contract must be authorized by a written change order. A change order submitted by email meets this requirement.
    • Client is solely responsible for supplying website content and images. Company can assist Client in developing website content and images.
    • The Client represents to  Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company for inclusion in Web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend  Company from any claim or suit arising from the use of such elements furnished by the Client.
    • The Company represents to Client the finished assembled work of Web pages produced by the Company is owned by Company.
    • Company owns the website domain name on which the website is built.
    • The Company retains the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
    • Guided Plan users receive a maximum of 1 hour per month (following the “Original Build Period”) to be assessed to any website edits. This does not include time spent on initial built.
    • Custom Plan users receive a maximum of 4 hours per month (following the “Original Build Period”) to be assessed to any website edits. This does not include time spent on initial built.
    • Time in excess of the allotted hours will be billed at $70.00 per hour at an incremental rate of 0.25 hours rounding up to the next 0.25 hour.
    • Editing hours do not roll over to the next month.
    • During the “Original Build Period” edits are unlimited in scope, unless work outside of original scope of work is requested, in which time a separate invoice may be sent out after an agreed upon amount.
  • Authorship Credit
    • Client agrees that Company may put a byline and hyperlink on the bottom pages of Client’s website establishing authorship credit and copyright notice and that Company may advertise Client’s website as an example of their work.
  • Performance
    • In no event will Company be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability of website usage
  • Warranties
    • Company represents and warrants to Client that it has the experience and ability to perform services required by this Agreement; that it will perform said services in a professional and competent manner: that is has the power to enter into and perform this agreement.
  • Independent Contractor
    • Client acknowledges that the services rendered by Company under this Agreement shall be solely as an independent contractor. It is expressly understood that this undertaking is not a joint venture.
  • Confidentiality
    • Company recognizes and acknowledges that this Agreement creates a confidential relationship between Company and Client and that information concerning Client’s business affairs, Clients, vendors, finances, properties, methods of operations, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Client is hereinafter collectively referred to as “Confidential Information”.
  • Non-Disclosure
    • Company agrees that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Client all documents, papers, and other matter in its possession or control that relate to Client.
  • Compensation And Term
    • The initial set up charge is due before work is begun.
    • The initial term of the agreement is month-to-month.
    • The monthly rental charge is dependent upon the Website package chosen by the Client.
    • Client invoiced amount may change if Client requires Company to make changes noted in the add-on section on Company’s website.
  • Payments
    • Client can pay the invoice with any major credit/debit card thru PayPal.
    • The Client must pay via debit or credit card to be auto-withdrawn monthly
    • Company will not begin work on the website until payment for the setup charge is received.
    • If Client misses a payment or their card has insufficient funds, a notice will be sent from Company to Client. If Company does not receive Client’s payment within 15 days, Company reserves the right to disable Client’s website until payment in full.
  • Termination
    • Client may terminate the agreement at anytime by notifying the Company in writing. Termination submitted by email meets this requirement.
    • Company will disable the website after the active paid month once the termination notice is received from Client unless requested by Client to end before the end of the paid month.
  • Purchase
    • Client may choose to purchase the domain and website from Company. The amount must be at an agreed amount between the Company and the Client.
    • Guided websites are valued at 18 months of service and can be purchased at any time during the rental period. (ex. $99 per month website is valued at $1782.00)
    • Custom website are valued when requested by client following an audit of the site. Value is determined by the time spent, complexity of the site and customizations made.
    • Company will assist in forwarding the current website domain to the domain with the finished assembled work of Web pages.
  • Laws Affecting Electronic Commerce
    • From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Company from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.
    • If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

COPYRIGHTS:

Client guarantees that any elements of text, graphics, photography, trademarks or other artwork provided by Client are owned by Client, or that Client retains permission to use them. Client will hold Lux harmless against any and all claims, losses or costs (including court costs and reasonable attorney fee), arising out of or resulting from the use of unlicensed text, artwork and photography.

SEARCH ENGINE OPTIMIZATION (SEO):

Although development of the website will follow SEO guidelines and best practices, Lux can legally and ethically make no guarantee or promise of specific results or rank on search engines.

OTHER LEGAL STUFF:

Lux can’t guarantee that the functions contained in any web page templates or in the completed website will remain error-free forever. Lux is not liable to Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if Client has advised Lux the possibilities of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. The contract cannot be transferred to anyone other than Client without the permission of Lux.

CONSEQUENTIAL DAMAGES:

To the maximum extent permitted by applicable law, in no event shall either party or its subsidiaries or affiliates be liable to the other party for any incidental, consequential, indirect, special, or punitive damages (including, but not limited to, lost profits (except on Lux’s fees for services), business interruption, loss of business information or other pecuniary loss, and including any of such alleged to result from such party’s exercise of its rights under this agreement) regardless of whether such liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, failure of essential purpose or otherwise and even if advised of the possibility of such damages. The parties understand and agree that the exclusions and limitations of liability set forth in this section represent the parties’ agreement as to allocation of risk between them in connection with their respective obligations under this agreement. The fees payable to Lux reflect, and are set in reliance upon, this allocation of risk and the exclusions and limitations of liability.

THIRD PARTY RIGHTS:

Lux represents, warrants and covenants to Client that, (a) Lux’s contribution to the Design Services constitute wholly original work; and (b) to the best of Lux’s knowledge, Lux’s contributions to the Design Work do not violate, infringe upon or misappropriate any third party rights. Notwithstanding the foregoing, Lux has not conducted any trademark clearance and makes no representation as to the availability of any element of the Design Work for Lux’s use as a trademark or service mark. Client shall be solely responsible for conducting any and all trademark clearance in connection with any element of the Design Work.

INDEMNIFICATION:

Each party will defend, indemnify, and hold the other party, its affiliates and each of their respective officers, employees, affiliates and agents harmless from and against all third party claims, suits, judgments, losses, damages, fines or costs (including reasonable outside attorney’s fees and expenses) related to or arising out of such party’s gross negligence, willful misconduct or material breach of this Agreement. The parties’ obligations under this paragraph will survive the expiration and/or termination of this Agreement.

TIMELINES:

Constant communication and follow up feedback via phone, in person, or email between Lux and Client is necessary to complete assignments on a timely basis and is a huge factor in the estimated timeline.

SEO Terms of Service

Below are the terms & conditions for SEO services from Lux Digital Marketing LLC. (Lux)

This Search Engine Optimization and Reporting Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Customer”) and applies to the purchase of all Search Engine Optimization and Reporting Services (hereinafter collectively referred to as “SEO Services”) ordered by Customer.

  1. Term and Termination – This Agreement shall be effective as of the time frame Customer signs up for SEO Services. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. Otherwise, the term of contract is a minimum of three months. This Agreement may be terminated by Lux Digital Marketing (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Lux Digital Marketing or hinders Lux Digital Marketing’s ability to perform the SEO Services hereunder.
  2. SEO Services – Lux Digital Marketing agrees to provide Customer with SEO Services as described in this Agreement. Lux Digital Marketing is authorized to use the specific keywords and/or phases provided by Customer for development, improving the ranking of, and/or positioning the contents of the Customer’s URL(s) in search engines and/or directories. SEO Services are intended to provide the Customer with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEO Services include:
    • Research keywords and phrases to select appropriate, relevant search terms.
    • Submit Customer’s pages to search engines and directories as set forth in this Agreement.
    • Modify the title tags, meta tags, content, HTML code, URLs and other on-page factors.
    • Create positioning reports showing rankings in the major search engines and under which keywords.
  3. Fees; Limitations on Refunds and Cancellation Fees – Customer agrees to pay Lux Digital Marketing any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any SEO Services. THE CUSTOMER FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY CUSTOMER, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CUSTOMER FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO Lux Digital Marketing AS PROVIDED IN THE AGREEMENT. Lux Digital Marketing IS HEREBY AUTHORIZED TO CHARGE CUSTOMER’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CUSTOMER TO Lux Digital Marketing.
  4. Customer Responsibilities – For the purposes of providing these services, Customer agrees:
    • To provide Lux Digital Marketing with FTP access to its web sites for uploading new pages, and making changes for the purpose of SEO Services optimization or approval to go through a third party.
    • To authorize Lux Digital Marketing use of all Customer’s logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by Lux Digital Marketing for search engine positioning and optimization.
    • That if Customer’s web site(s) is light in textual content, Customer will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Customer agrees to provide content, for example 200 to 500 word “articles” about each of their keyword phrases.
  5. Search Engines – Selected search engine submissions include:
    • Google
    • Yahoo
    • Bing
    • AOL
    • Ask
  6. Customer Acknowledgements – Customer understands, acknowledges and agrees that:
    • Lux Digital Marketing has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Customer’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Lux Digital Marketing will resubmit those pages that have been dropped from the index.
    • Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list Customer’s web site(s). Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often, listings will “reappear” without any additional submissions. Should the listing not reappear, Lux Digital Marketing will re-submit the web site(s) based on the current policies of the search engine or directory in question.
    • Some search engines and directories offer expedited listing services for a fee. Lux Digital Marketing encourages Customer to take advantage of these expedited services. Customer is responsible for all expedited service fees.
  7. Web Site Changes – Lux Digital Marketing is not responsible for changes made to Customer’s web site(s) by other parties that adversely affect the search engine or directory rankings of Customer’s web site(s).
  8. Additional Services – Additional services not listed herein will be provided for a fee of $100.00 per hour.
  9. Indemnification – Customer shall indemnify and hold harmless Lux Digital Marketing (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Lux Digital Marketing as a result of any claim, judgment, or adjudication against Lux Digital Marketing related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Lux Digital Marketing (the “Customer Content”), or (b) a claim that Lux Digital Marketing’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Lux Digital Marketing must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.
  10. Disclaimer of All Other Warranties – Lux Digital Marketing DOES NOT WARRANT THAT THE SEO SERVICES WILL MEET THE CUSTOMER’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, Lux Digital Marketing PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
  11. Limited Liability – IN NO EVENT SHALL Lux Digital Marketing BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. Lux Digital Marketing MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
  12. Customer Representations – Customer makes the following representations and warranties for the benefit of Lux Digital Marketing:
    • Customer represents to Lux Digital Marketing and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Lux Digital Marketing are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Lux Digital Marketing and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.
    • Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Lux Digital Marketing for inclusion on the website above are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Lux Digital Marketing and its subcontractors from any liability or suit arising from the use of such elements.
    • From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Lux Digital Marketing and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.
  13. Confidentiality – The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Lux Digital Marketing and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
  14. Force Majeure – Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
  15. Relationship of Parties – Lux Digital Marketing, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Customer does not undertake by this Agreement, or otherwise, to perform any obligation of Lux Digital Marketing, whether by regulation or contract. In no way is Lux Digital Marketing to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding.
  16. Notice and Payment – Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, email, registered or Express mail, return receipt requested or by Federal Express. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
  17. Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of Florida. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Florida including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
  18. Agreement Binding on Successors – The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
  19. Assignability – Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Lux Digital Marketing. Lux Digital Marketing reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
  20. Waiver – No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
  21. Severability – If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
  22. No Inference Against Author – No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
  23. Disputes – Customer and Lux Digital Marketing agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Pinellas County, Florida and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Florida sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Florida or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.
  24. Read and Understood – Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.