1. Website Design / Web Development Agreements Authorization

The Client is engaging Segmentally, located at 550 California St, California Tower, 2F, STE 630S-210, CA 94104, as an independent contractor for the specific purpose of developing and/or improving a website. The Client authorizes Segmentally to access the specified FTP account and grants permission to the web hosting service to provide Segmentally with “write permission” for the Client’s web page directory, cgi-bin directory, and any other directories or programs necessary for the project. If the Client does not have a hosting account, Segmentally can provide hosting at an additional fee. The Client also authorizes Segmentally to publicize their completed website to web search engines and other web directories. The Client confirms that they are the rightful owner of the website or an authorized agent with the authority to enter into this contract.

2. Standard Website Package

• Domain Registration: Segmentally will secure a domain name for the Client upon request, with all charges billed to the Client in addition to the base price of this agreement. These are Internic fees and are not a source of income for Segmentally.

• If the Client already owns a domain name, Segmentally will coordinate redirecting it to the new host. If a specific domain name desired by the Client is already owned by another party, the Client must handle negotiations for the domain name. Segmentally is not responsible for domain negotiations or purchases.

• Text: Copy for the website must be provided by the Client in a “.doc” format via disk or email attachment. If not provided in this format, additional charges for typesetting will apply.

• Graphics: Photographs and other graphic images must be supplied by the Client. Graphics not supplied by the Client will incur additional costs.

• Installation: The finished site will be uploaded to the Client’s hosting company or to hosting provided by Segmentally. An email response link will be included on each web page to any email address specified by the Client.

• Cross Browser Compatibility: The website will be designed to be viewable in Microsoft Internet Explorer, Mozilla Firefox, and Google Chrome. Compatibility is defined as ensuring all critical elements are viewable in these browsers. The Client is aware that advanced techniques may require newer browser versions or plugins, and that future browser updates may affect compatibility. Any redesign required for new browser versions will be negotiated separately and is not included in the base price.

• CGI / Perl: The contract includes one basic form embedded on the website with data sent to the Client’s specified email address. Additional scripts requested by the Client that need to be purchased or created will be billed to the Client.

3. Online Stores Only

• The text and graphic content for web pages will be supplied by the Client and executed as specified in the Web Design Agreement. Final prices may vary based on product quantities, categories, photos, and regular pages in the final store.

• An estimate listed in the Master Service Agreement and/or Web Design Agreement will govern the prices. The Client and Segmentally agree that the services described will be completed for the amount indicated, and the first payment will be based on this amount. The final payment will reflect the actual prices and additional services.

• Consultation: Includes up to two hours of general internet orientation, marketing strategy, web design consultation, and store software training. Long-distance telephone charges are additional. Additional education and consultation will be billed at the hourly rate.

• Product Web Pages: Adding products or photos after the store is ready will be billed at the hourly rate specified in the Agreements.

4. Available Services

This agreement includes:

• Page Redirection / Plug-in Technology: JavaScript programming for page redirection based on browser presence, plug-ins, screen resolution, and platform. Additional charges may apply if extra pages are needed for specific browsers or platforms.

• Graphic Creation / Banner Advertisements: Segmentally will create or receive all necessary graphic elements. Client is responsible for copyright licenses.

• Java Applets: The use of Java Applets is included but may cause issues with older computers or browsers.

• Macromedia Flash: Flash work is available and charged by the hour with a maximum charge specified in advance. Unforeseen complications will be communicated to the Client.

• DHTML: Use of DHTML technology with rates specified in the agreement. DHTML may not work in older browsers.

• Real Audio/Video: Available upon request with charges listed on the order form.

• E-commerce: Includes shopping cart functionality if required. Charges for the shopping cart will be listed in the Web Design Agreement.

• Secure Certificate: Encouraged for e-commerce sites to ensure online transaction security. If not obtained by the Client, design capabilities may be limited.

• Merchant Account: Required for accepting credit cards online. Costs to secure the Merchant Account are the Client’s responsibility.

• Real-Time Credit Card Processing: For high-volume sites, Segmentally will assist in obtaining this service. Related charges are the Client’s responsibility.

• ASP / Cold Fusion: Charges for database design technology are additional.

• Databases: Costs for database creation will be listed in the Web Design Agreement.

• Training: Email and telephone assistance provided at a pre-negotiated rate.

5. Additional Expenses

The Client agrees to reimburse Segmentally for any critical expenses necessary for project completion, including:

• Stock photos
• Upgraded hosting capabilities
• Specific fonts or photography
• Specific software

6. Client Amendments / Changes

To ensure timely project completion, the Client agrees to respond to Segmentally’s requests for information within three business days. Failure to respond within five business days will result in the project being put on hold, with the outstanding balance due immediately to resume work.

Significant changes to pages already constructed will be considered additional pages, with associated costs approved in writing before work commences. Minor changes are covered during development and one month of free maintenance.

7. Third-Party or Client Page Modification

Segmentally is not responsible for damage caused by the Client or their agents. Repairs will be billed at the hourly rate listed in the agreement, with a one-hour minimum charge.

8. Web Hosting

The Client agrees to choose a web hosting provider that grants Segmentally full access to the website and the cgi-bin directory via FTP and telnet. The Client acknowledges that if the web hosting provider uses a non-Unix operating system, standard CGI software may not function properly, and any necessary substitutes may incur additional charges.

9. Search Engine Registration

Segmentally will optimize the Client’s website with relevant titles, keywords, descriptions, and text, and will submit the website to major search engines. Advanced search engine optimization and site promotion services are available separately. If the Client desires these advanced services, they will be outlined in a separate agreement.

Segmentally recommends that all commercial Clients consider advanced Search Engine Optimization and Site Promotion services.

10. Work Schedule and Completion Date

Segmentally will provide a First Mockup Draft of the website within thirty (30) days after receiving the signed agreement, down payment, and initial direction from the Client. Final payment is due thirty (30) days after signing or upon project completion if completed sooner. The Client must provide all necessary data, including text, company logo, and photos. Upon completion of the initial design, the Client will need to confirm acceptance by email or by signing and faxing a printed copy of the design to Segmentally. Approval must be given within five (5) business days, or the project will be paused, and the remaining balance will be due in full before work resumes.

Once the website is completed, Segmentally will send an email or letter with an invoice to the Client. The Client must provide written approval by printing, initialing, and either faxing or emailing each approved page of the website. Failure to approve the final design within five (5) business days will result in the project being put on hold and an additional fee of ten percent (10%) will be incurred. This fee will be added to the final contract total and must be paid before the website is released. If the final payment and any applicable late fees are not settled, the website will be removed from Segmentally’s server after thirty (30) days, and all payments will be forfeited. The Client will be notified before the website is deleted.

11. Maintenance Grace Period

This agreement includes minor maintenance for regular web pages (excluding store product pages) over a ten-day period, covering updates to links and minor text changes. Removing more than ten percent (10%) of text or replacing content will require additional payment.

If the Client or an agent other than Segmentally makes updates to the pages, repair time will be billed at the hourly rate specified in the Master Service Agreement and/or Web Design Agreement. The ten-day maintenance period begins on the date the Client receives the website after final payment.

Changes beyond the specified limits will be billed at $95 per hour. This rate applies to additional work such as general Internet education, marketing consulting, web page design, and other services. CGI programming charges, if any, are not included in this rate.

12. Extended Maintenance Contracts

Maintenance Contracts are available under two terms:

• Monthly “Flat Rate” Maintenance Contract: This plan, payable monthly, allows up to two (2) hours of changes per month, including new pages and store product changes. The fee is charged regardless of usage, with additional changes billed at the disclosed rate.

• “As Needed” Maintenance Contract: This plan is a monthly chargeable agreement, higher than the “Flat Rate,” but offers cost savings for sites with minimal changes. Charges apply when the Client requests changes, with a one (1) hour minimum charge.

13. Copyrights and Trademarks

The Client guarantees that any text, graphics, photos, designs, trademarks, or other elements provided to Segmentally are owned by the Client or that they have permission from the rightful owner to use these elements. The Client agrees to indemnify and hold harmless Segmentally and its affiliates from any liabilities or claims arising from the use of these elements, including legal fees.

14. Assignment of Project

Segmentally reserves the right to assign subcontractors to ensure quality and timely completion of the project. Segmentally is responsible for the work completed by subcontractors.

15. Authorized to Enter Contract

The Client’s authorized representative certifies they are at least 18 years old, legally capable, and fully authorized to enter into this contract according to the laws of the State of California and the United States.

16. Warranties and Liability

The Client agrees that submitted material will not lead to abusive or unethical use of the Web Hosting Service, Host Server, or Segmentally. The Client agrees to indemnify Segmentally and its affiliates from any claims related to the Client’s publication of material. Segmentally will not develop or publish illegal, objectionable content, or software on the Client’s website. Segmentally does not guarantee the site will meet traffic or business expectations or that it will be error-free.

17. Indemnification

The Client agrees to defend, indemnify, and hold Segmentally harmless from any claims, liabilities, or losses related to the development of the Client’s website, including those arising from products or services sold through the website or any infringement of third-party rights.

18. Rights Upon Termination of Agreement

Upon termination, Segmentally will transfer all materials owned by the Client, provided full payment is received. Segmentally will also assist in transferring or approving third-party interests, billed at $95 per hour. If the Client terminates the contract within ten days, 25% of the down payment will be refunded. Work completed will be billed at the hourly rate, with the balance refunded if applicable. No refunds will be given after ten days unless a written request is made within that period.

19. Default

20. Notices

All notices under this Agreement must be in writing and delivered personally, by certified mail, or by recognized overnight delivery services.

21. Laws Affecting Electronic Commerce

The Client is responsible for complying with any laws, taxes, and tariffs affecting Internet commerce. The Client agrees to protect and defend Segmentally and its subcontractors from any related claims or penalties.

22. Ownership of Web Pages and Graphics

Copyright to the finished work, including web pages, graphics, photos, and source code, transfers to the Client upon final payment. Rights to individual photos, graphics, and programs remain with their respective owners. Segmentally retains the right to showcase designs in its portfolio.

23. Litigation

Disputes arising from this contract will be resolved in Bexar County, Texas, and the agreement will be governed by Texas law. The Client agrees to cover reasonable attorneys’ fees incurred by Segmentally in enforcing this agreement.

24. Payment of Fees

A 50% deposit is required to start work, with the remaining balance due thirty (30) days after signing or upon project completion, whichever comes first. For contracts under $700, the total amount is due upon signing. Final payments, including any additional costs, must be made before the website is delivered. Segmentally reserves the right to remove pages from the Internet until final payment is received.

25. Entirety of the Agreement

This agreement represents the entire understanding between Segmentally and the Client regarding the website. Any additional work must be authorized by a written change order. Prices are valid for thirty (30) days after signing. This agreement supersedes all previous agreements and any changes must be made in writing and signed by both parties.

Pay-Per-Click Management Agreement

Segmentally (“Segmentally”) Pay-Per-Click (“PPC”) advertising campaigns are centered around proprietary competitive analysis techniques, optimal keyword selection, proprietary software developed by Segmentally, and unique standard operating procedures. Segmentally will strive to enhance the Client’s web traffic and clickthrough rates (CTR). The methodologies used by Segmentally in market analysis and PPC management are considered trade secrets. Therefore, ALL Pay-Per-Click accounts, competitive analysis, market research, and other related information will remain the exclusive property of Segmentally. The PPC advertisement management service provided by Segmentally includes the following tasks:

Keyword Research and Selection: Segmentally conducts market research using proprietary methods to select and monitor keywords to ensure effective strategies for maximizing return on investment (ROI).

Campaign Management: Segmentally employs proprietary methods for strategic PPC Advertising.

Google and Other Third-Party Media Fees: Monthly payments for PPC to Google Ads and any other third-party advertising platforms will be charged to your credit card. These fees are in addition to Segmentally’s management fees. The Client is responsible for paying these fees directly to Google Ads or other platforms. Failure to settle PPC fees may result in the suspension of the Client’s account. The Client is also responsible for any associated late fees.

Management Fees & Cancellation Policy:

Management fees for Segmentally are separate from the fees paid to Google Ads and other third-party platforms. All rates provided cover the services outlined in this agreement. If additional work beyond the scope of this agreement is requested, the Client agrees to pay extra charges at an agreed hourly or monthly rate. The Client authorizes Segmentally to debit the pre-authorized ACH account or credit card and agrees not to dispute payments as long as they correspond to the terms of the contract. Auto-renewal at the end of the ad-spend cycle is automatic, so if a client opts to increase their budget, they may have multiple ad spend cycles per month/week/day. PPC agreements must be canceled in writing to [email protected]. Upon receiving cancellation notice, Segmentally will stop spending on any ad platforms used for advertising. ALL fees paid to Segmentally are non-refundable.

Employment: For three (3) years after the completion of the Project and any future services, the Client agrees not to hire or use the services of any current or former Segmentally employee.

Attorney Fees: Late payments or failure to pay will incur collection costs, including reasonable attorney fees and expenses.

Limitation of Liability: Segmentally is not liable for any amount exceeding the payment made by the Client for services under this agreement. Segmentally is not responsible for indirect, incidental, or consequential damages, even if notified of the possibility.

Indemnification: The Client agrees to indemnify, defend, and hold harmless Segmentally and its representatives from any costs, claims, damages, losses, and expenses related to the Client’s activities. The Client will inform Segmentally of any claims related to this contract and handle the defense of such claims at their own cost.

Governing Law and Forum: This Agreement is governed by the laws of the United States and the State of California. Any legal action must be initiated in a competent court in San Jose, California. The Client consents to the jurisdiction of the courts in San Jose, California. Service of process may be done via US Mail or other methods authorized by California law.

Miscellaneous: This document and any incorporated attachments constitute the entire agreement between the parties and supersede all prior communications. The Agreement can only be modified in writing signed by the party against whom enforcement is sought. Any provision found illegal or unenforceable will be conformed to the minimum requirements of law, and the remaining provisions will remain in effect. Neither party is liable for delays due to uncontrollable events. Waivers of any provisions do not preclude future enforcement. Headings are for reference only and have no substantive effect.

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Search Engine Optimization (SEO) Contract Agreement

This contract is entered into between Segmentally and the Client specified in the SEO Contract Agreement.

SEO Services: Segmentally will provide Search Engine Optimization (SEO) services to improve the Client’s website ranking using specific keywords and phrases as detailed in the agreement.

1. SEO Fees: The total fee for monthly SEO services is specified in the Client’s contract. All fees must be paid in full on each billing cycle determined by the contract signing date. SEO services aim to increase search engine visibility and drive targeted online traffic. The services include:
2. • Keyword research and phrase selection.
   • Obtaining backlinks from related websites and directories.
   • Editing and optimization of text, metadata, and page titles if necessary.
   • Recommendations on website structure and navigation.
   • Suggestions for additional web pages or content.
   • Ranking reports for the Client’s site.

3. Client Responsibilities: The Client agrees to provide:

   • Administrative access to the website for analysis.
   • Permission to make optimization changes and communicate with third parties if needed.
   • Access to website traffic statistics.
   • Authorization to use client materials for SEO purposes.
   • Additional text content if the website lacks sufficient content.

4. Cancellation Policy: The SEO contract will auto-renew on a month-to-month basis unless canceled in writing 60 days prior to the contract end date. The contract will convert to a month-to-month agreement after the original term. A minimum 60-day written notice is required for cancellation. Failure to provide this notice will result in a one-time cancellation fee equal to 1.5 times the monthly contract amount. Late payments will incur additional fees and interest.

5. Client Acknowledgment: All fees are non-refundable. Failure to provide timely notice of cancellation will incur additional fees. The Client acknowledges that Segmentally maintains ownership of intellectual property until all balances are settled. Discounts for website redesigns in conjunction with SEO are available only to compliant clients. Segmentally reserves the right to remove web pages until final payment is received.

6. Responsibility: Segmentally is not liable for changes made by others that affect search engine rankings. Delays due to lack of client communication may occur. Additional billing may apply for extra revisions or if the project exceeds the expected timeline.

7. Liability: Segmentally’s liability is limited to the amount paid for services in the three months prior to any default or breach. Segmentally is not liable for loss of income or other unforeseen conditions.

8. Additional Services: Services not listed in the SEO agreement are not included, such as pay-per-click management or web design.

9. Intellectual Property Rights: The Client guarantees ownership or permission for any materials provided for the website and will protect Segmentally from related liabilities.

10. Venue and Dispute Resolution: This Agreement is governed by Texas law, and disputes must be resolved in San Antonio, Texas. Disputes may also be resolved through mutual agreement of an independent third party.

11. Attorney Fees: Late payments or legal actions to enforce the agreement will incur costs including attorney fees.

12. Employment: The Client agrees not to hire or use the services of any current or former Segmentally employee for three years after project completion.

13. Miscellaneous: This document constitutes the entire agreement and supersedes all other communications. Modifications must be in writing and signed. Provisions found illegal will be conformed to the minimum legal requirements. Neither party is liable for delays due to uncontrollable events.

Software Development Agreement

This Software Development Agreement (the “Agreement”) is made between Segmentally (“Segmentally”) and the Client identified in the Master Service Agreement and Software Development Information Document, which are incorporated by reference. The parties agree as follows:

1. Duties and Responsibilities

Segmentally will act as a contractor for the Client to design, develop, and implement software applications (the “Software”) according to the specifications detailed in the Software Development Information Document. Segmentally acknowledges its specific engagement for this task and will report all findings and recommendations directly to Client management. The Software, including all versions in source code or object code form, will be delivered to the Client in accordance with the Master Service Agreement.

2. Ownership of Software

Segmentally agrees that the Software is considered “work made for hire” under the Copyright Act of 1976, as amended. The Software shall be the exclusive property of the Client. Segmentally assigns to Client all rights, titles, and interests in the Software and any related patents, copyrights, trademarks, and trade names in the United States and globally, without additional compensation.

3. Independent Contractor

Segmentally will operate as an independent contractor in providing services to the Client. Neither Segmentally nor its employees will be considered employees or agents of the Client. This Agreement does not imply a joint venture, partnership, or principal-agent relationship between the parties, and neither party will have the authority to create obligations on behalf of the other.

4. Development

Segmentally will employ skilled employees or contractors to design and implement the Software. All work will be executed in a professional manner.

5. Change in Specifications

The Client may request changes to the Specifications or other aspects of this Agreement. Segmentally will use its best efforts to implement these changes at no additional cost and without delaying delivery. If changes require extra time or expenses, the Client must approve additional fees and delays.

6. Confidentiality

Segmentally acknowledges that all materials and information provided by the Client, including but not limited to the Software, trade secrets, data, processes, and marketing plans, are considered confidential (the “Confidential Information”). Segmentally will not disclose this information except under certain conditions, such as public knowledge through no fault of Segmentally or Client’s written authorization. Upon termination or request, Segmentally will return all Confidential Information to the Client.

7. Training

Segmentally will provide training consultations on the Software use as outlined in the Master Service Agreement. Training will occur at mutually agreed locations and times. After the Training Period, Segmentally will provide support services at its then-current hourly rates.

8. Term and Termination

This Agreement will begin on the effective date and continue until all obligations are fulfilled. Termination will result in the forfeiture of the Client’s deposit.

9. Notices

All notices must be in writing and will be deemed given when mailed by certified or registered mail, or by commercial overnight delivery service to the respective party’s address.

10. No Waiver

Failure to enforce any provision or right under this Agreement does not constitute a waiver of that right or any other rights.

11. Entire Agreement

This Agreement, along with the Master Service Agreement and the Software Development Information Document, constitutes the entire agreement between the parties and supersedes all prior agreements. Modifications must be in writing and signed by both parties.

12. Successors

This Agreement will be binding upon and benefit the successors and permitted assigns of the parties.

13. Severability

If any term is found to be invalid or unenforceable, the remaining terms will continue in full force as if the invalid term had never been included.

14. Governing Law/Jurisdiction/Venue

This Agreement will be governed by the laws of the State of Texas. The parties consent to the exclusive jurisdiction of the state and federal courts in Bexar County, Texas.

15. Headings

Headings in this Agreement are for convenience only and do not affect the interpretation.

Hosting

The hosting service will automatically renew on a month-to-month basis unless the Client provides written notice of cancellation at least 60 days before the end of the current contract period. After the contract ends, the hosting service will continue on a month-to-month basis, billed similarly to the existing agreement. The Client must give Segmentally at least sixty (60) days’ advance notice to cancel, via email to [email protected] or certified mail to 550 California St, California Tower, 2F, STE 630S-210, CA 94104. Additional fees may apply for assistance with transferring to new hosting. The Client will be notified of and must agree to any additional fees before they are charged. Segmentally’s hosting service does not cover costs related to hacking or unauthorized access.