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PROFESSIONAL SERVICES AGREEMENT

This PROFESSIONAL SERVICES AGREEMENT (the “Professional Services Agreement”) is an agreement between P.D.R Solutions (U.S) LLC (“we” or the “Company”) and you ("Customer" or "you") and applies to all professional services purchased by you (collectively, the “Professional Services”) in connection with your website hosted by Company (the “Website”).

PLEASE READ THIS PROFESSIONAL SERVICES AGREEMENT CAREFULLY. BY PURCHASING THE PROFESSIONAL SERVICES YOU AGREE TO BE BOUND BY THE TERMS OF THIS PROFESSIONAL SERVICES AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS PROFESSIONAL SERVICES AGREEMENT, INCLUDING WITHOUT LIMITATION, THE USER AGREEMENT, PRIVACY NOTICE AND OTHER APPLICABLE POLICIES LOCATED HERE

  1. SCOPE OF SERVICES

    1. Scope of Work. Company agrees to provide the Professional Services in accordance with the Professional Services descriptions available on the Company’s website and the scope outlined in the welcome email sent to you.     
    2. Timeframe. Given the nature of the Professional Services (including, for example, website design and marketing services) and the Customer input required (as further described in Sections 2 and 4 below), we cannot guarantee that the Professional Services will be completed by a specific date but we will use commercially reasonable efforts to perform the Professional Services in an efficient and timely manner. Subject to the foregoing, the estimated completion date of the Website is provided in the welcome email sent to you. 
    3. Changes to Order. The Company is unable to modify the scope of your original order. Requests for additional pages to be designed or content to be placed on the Website may be accommodated for an additional fee, provided that such requests are made during the welcome call or at any time prior to the initial review of the Website. 

  2. CUSTOMER RESPONSIBILITIES

    1. You agree to perform all tasks required and to provide all necessary assistance and cooperation to Company in order to complete the Professional Services in a timely manner. It is solely your responsibility to provide: (i) any assets or materials to be used in the initial build of the Website within five (5) business days of your initial consultation as further detailed in Section 4(B), and (ii) any compatible equipment or software that may be necessary for your use of the Professional Services. To the extent that the performance of any of Company’s obligations under this Agreement may depend upon your performance of your obligations, Company is not responsible for any delays due to your failure to perform your obligations in a timely manner. 

  3. LICENSE GRANT

    1. Solely for purposes of providing the Professional Services, you hereby grant to Company a non-exclusive, royalty-free, worldwide right and license to: (i) use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute, photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, intellectual property, or material (whether written, graphic, sound, or otherwise) you provide, including without limitation, your logos and trademarks (collectively, “Customer Content”); and (ii) make archival or back-up copies of the Customer Content and the Website. Except for the rights expressly granted above, Company is not acquiring any right, title or interest in or to the Customer Content, all of which shall remain solely with you. For the avoidance of doubt, Customer Content does not include any content provided by the Company or its licensees. 

  4. WEBSITE DESIGN

    1. Design Specifications. Website design services shall be provided in substantial conformity with reasonable specifications provided by you to Company and within the scope of work provided by Company to you in the welcome email. 
    2. Content Delivery. You must provide Company with the complete Customer Content for all web pages of the Website within five business (5) days following the date of your onboarding call with our Professional Services team. If you do not submit complete Customer Content by the deadline, Company will provide you with instructions to upload the Customer Content to your Website. Further changes to the Website may be made in accordance with the revision process described in Section 4(D) below.
    3. Launch Phase. Upon Company’s completion of the initial design of the Website, we will contact you to arrange a call to review and obtain your approval to launch the Website. If you are not ready to launch the Website, we will provide you with instructions to launch the Website when you are ready.
    4. Revision Process. After Company’s completion of the initial design of the Website, you may submit revision requests to make revisions to the Website. The number of allotted revision requests depends on the package you purchased and will be stated in the welcome email. Revisions will only be made to web pages designed by the Company during the Term. Customer is encouraged to provide as much instruction and direction as possible with each submission for revisions.
    5. Accessibility of Website During Construction.  The Website will be accessible to you through your hosting account file manager during construction. However, you should not make any changes to the prototype during the construction phase unless instructed to do so by us. Altering files during website construction may cause delays in the completion of the Website. 
    6. Copyright to Website.  ou acknowledge, understand and agree that Company may use third party products and services to design and develop the Website, including, for example, server-side applications, clip art, "back-end" applications, music, stock images, or other licensed copyrighted work (collectively, "Third Party Assets"). You further acknowledge, understand and agree that any Third Party Assets used to design and develop the Website are owned by Company or its licensors and cannot be transferred to you, and are hereby expressly not transferred to you. As between Company and you, all Third Party Assets shall remain the property of Company or its licensors. You are prohibited from removing any metadata from any Third Party Assets and from using any Third Party Assets on a stand-alone basis separate from the Website. Third Party Assets may also be used in the design and development of websites for other Company customers. Company and its licensors expressly retain the right to display graphics and other web design elements of the Website as examples of their work in their respective portfolios.
    7. Prohibited Content.   In addition to the terms of Company’s Acceptable Use Policy, the following content and activity, as determined by Company in its sole discretion, is prohibited on Company’s web servers and Company will not knowingly include any of the following in the Website or in Customer's directory: (i) text, graphics, sound, or animations that might be viewed as obscene or illegal; (ii) links to other websites that might be viewed as obscene or related in any way to illegal activities; or (iii) destructive elements or destructive programming of any type.
    8. Website Maintenance. Website maintenance services (the “Maintenance Services”) will be provided at no charge during the first year of the Professional Services. After the first year of the Professional Services, Customer may elect to continue receiving Maintenance Services by paying an annual fee for the Maintenance Services. The Maintenance Services include design revisions (as described in Section 6(D) above), plugin configuration, and general support for assets created solely by the Company. Further details about what is covered by the Maintenance Services (including the cost) will be outlined in the launch email. If Customer does not pay for the Maintenance Services at any time after the first year of the Professional Services, then Customer will be solely responsible for maintaining all aspects of the Website.

  5.  MARKETING SERVICES

    1. Services. Depending on the Services you purchase, Company may provide one or more of the marketing services described below.
      1. SEO Services. In connection with Company’s provision of managed search engine optimization services (“SEO Services”), you authorize Company to build backlinks through article writing and social bookmarking to influence the ranking of the Website on certain search engines. SEO Services are intended to obtain preferential positioning for the Website in selected search engines. Company will report results for SEO Services on a monthly or quarterly basis depending on the package you purchased.
    2. Customer Acknowledgements. You also understand, acknowledge and agree that:
      1. Company has no control over the policies of search engines or directories with respect to the type of websites and/or content that they accept now or in the future. The Website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Company will resubmit those web pages that have been dropped from the index but cannot guarantee that they will be accepted by the search engine.
      2. Some search engines and directories may take two (2) to four (4) months or longer after submission to list the Website. Certain search engines and directories may stop accepting submissions for an indefinite period of time. Certain search engines and directories may drop listings for no apparent or predictable reason. Often a listing will "reappear" without any additional submissions. Should the listing not reappear, Company will re-submit the Website based on the current policies of the search engine or directory. Certain search engines and directories may offer expedited listing services for a fee. You are responsible for all expedited service fees unless otherwise expressly stated and such fees will only be incurred with your prior approval.
      3. In the event that you have purchased both website design and marketing services from Company, the marketing services will not commence until the website design portion of the Services is completed with the Website launch.
    3. Website Changes. Company is not responsible for any Website changes not made by Company that adversely affect the search engine or directory rankings of the Website
    4. Additional Marketing Services. Additional marketing services may be provided by Company for an additional cost, including for example, re-constructing meta-tags, keywords, and content.

  6. FEES

    1. Fees. The fees for the Professional Services shall be presented to you at the time of your purchase and also set forth in the confirmation email (the "Fees").    
    2. Project Abandonment. If after repeated attempts to begin, continue, or finalize the website design services, you fail to participate, or become otherwise unresponsive to Company’s requests for a period of two (2) months or longer, the project may be considered abandoned and no refunds of any kind will be provided.
    3. Hosting Payments.  You must maintain the hosting account(s) connected with the Website in good standing. Any delays by Company in delivering the Professional Services will not be a reason to delay payment for hosting services. If your hosting account becomes past-due, Company may delay or suspend the Professional Services until the account is in good standing. Failure to pay for hosting services may also result in cancellation of the Professional Services without a refund.
    4. Refunds. Unless otherwise specifically stated in this Professional Services Agreement, the Fees for the Professional Services are nonrefundable. In the event that Company terminates this Professional Services Agreement, you shall receive a prorated refund of any prepaid Fees, provided that such termination is not a result of your breach of this Professional Services Agreement or Company’s terms of service.

  8. TERMINATION

    1. Company may terminate this Professional Services Agreement with immediate effect if Customer: (i) fails to pay any Fees due hereunder; (ii) fails to cooperate with Company or hinders Company's ability to perform the Professional Services; or (iii) breaches the terms of this Professional Services Agreement. Further, a termination of Customer’s underlying hosting account will result in the termination of this Professional Services Agreement. 

  9. REPRESENTATIONS AND WARRANTIES

    1. Company Representations and Warranties.  ompany represents and warrants that the Professional Services will be provided consistent in all material respects with the applicable Professional Services descriptions available on the Company’s website. Your sole and exclusive remedy, and Company’s sole obligation, for breach of the foregoing warranty shall be for Company, at its option, to re-perform the defective Professional Services at no additional cost to you. The foregoing warranties shall not apply to performance issues or defects in the Professional Services (a) caused by factors outside of Company’s reasonable control; (b) that resulted from any actions or inactions of Customer or any third parties; or (c) that resulted from Customer’s equipment or any third-party equipment not within Company’s sole control.
    2. Disclaimer.  THE PROFESSIONAL SERVICES PROVIDED UNDER THIS PROFESSIONAL SERVICES AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS.” EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE PROFESSIONAL SERVICES PROVIDED HEREUNDER. COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES (I) THAT THE PROFESSIONAL SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE; (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PROFESSIONAL SERVICES; OR (III) AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE PROFESSIONAL SERVICES. COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS ARE NOT LIABLE, AND EXPRESSLY DISCLAIM ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM USERS OR STORED BY USERS ON OR THROUGH THE PROFESSIONAL SERVICES. THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS PROFESSIONAL SERVICES AGREEMENT.    
    3. Customer Representations and Warranties.  You represent and warrant that any Customer Content that you provide to Company for inclusion in the Website or use of the Professional Services is owned by you, or you have permission from the rightful owner to use such intellectual property, and you will hold harmless, protect, and defend Company, its affiliates and subcontractors, from any claim or suit arising from Company’s use of the Customer Content as set forth this Professional Services Agreement.

  10. COMPLIANCE WITH LAWS

    1. You agree that you are solely responsible for complying with all applicable laws, taxes, and tariffs in connection with your use of the Professional Services and the Website, including without limitation those affecting Internet electronic commerce, and will hold harmless, protect, and defend Company, its affiliates and subcontractors from any claim, suit, penalty, tax, or tariff arising from your use of the Professional Services or the Website.

  11. LIMITATION OF LIABILITY

    1. IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE PROFESSIONAL SERVICES, INCLUDING FROM ANY INTERRUPTION OF PROFESSIONAL SERVICES, EVEN IF COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
    2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY'S LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE FEES YOU PAID TO COMPANY FOR THE PROFESSIONAL SERVICES PROVIDED UNDER THIS PROFESSIONAL SERVICES AGREEMENT DURING THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

  12. FORCE MAJEURE

    1. Neither party is liable for any default or delay in the performance of any of its obligations under this Professional Services Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder. 

  13. RELATIONSHIP OF PARTIES

    1. Company and Customer are independent contractors and nothing contained in this Professional Services Agreement places Company and Customer in the relationship of principal and agent, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.

  14. ASSIGNMENT

    1. You may not assign or transfer this Professional Services Agreement or any of its rights or obligations hereunder, without the prior written consent of Company. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Company may assign this Professional Services Agreement and Company’s rights and obligations hereunder, and Company may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Professional Services Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

  15. WAIVER

    1. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Professional Services Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition of this Professional Services Agreement.

  16.  MODIFICATION BY COMPANY

    1. Modification of Services.  Company reserves the right to modify, change, or discontinue any aspect of the Professional Services at any time, provided that you will be notified in advance of any material change and given the opportunity to cancel without penalty in the event you do not agree to such change.
    2. Modification of Agreement.  Company may in its sole discretion change or modify this Professional Services Agreement at any time. We will post a notice of any significant changes to this Professional Services Agreement on the Company website for at least thirty (30) days after the changes are posted and will indicate on this Professional Services Agreement the date these terms were last revised. Any changes or modifications to this Professional Services Agreement shall be effective and binding on you as of the date indicated in a notice posted on this page, together with any options you may have to accept or reject such changes where required by law or as otherwise made available. If no effective date for the changes is specified, your use of the Professional Services after such changes or modifications shall constitute your acceptance of the Professional Services Agreement as modified. If you do not agree to abide by this Agreement or any changes made to this Professional Services Agreement, you are not authorized to use or access the Professional Services and your sole remedy is to cancel your Professional Services.           

  17. SEVERABILITY

    1. 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 Professional Services Agreement.

  18. ENTIRE AGREEMENT

    1. This Professional Services Agreement, including documents incorporated herein by reference, constitutes the entire understanding of the parties in connection with the Professional Services, and revokes and supersedes all prior agreements between the parties with respect to the matters covered hereby. 

This file was last modified on May 12, 2022.