Agreement Terms and Conditions
Please read these Agreement Terms and Conditions carefully before signing. By signing this Agreement, you (“Client”) agree to be bound by the following terms and conditions.
Client access to and use of the services and subcontractors provided by Blue Noda LLC is conditioned on Client acceptance of and compliance with these terms and conditions, which will apply to all Client employees, users, and others who access or use the services described in the Agreement (the “Services”). By accessing or using the Services, Client agrees to be bound by these terms and conditions.
Hosting: Blue Noda LLC’s hosting plans are intended to provide monthly maintenance, backups, and security checks and will charge an hourly fee for any issues that the website may run into, including, but not limited to, site hacks, increased SPAM entering website forms, themes breaking from plugin updates, and minor bugs across plugins. Plugins are created by separate developers and added to the WordPress site. Therefore, Blue Noda LLC cannot control all the change variables; hosting does not include design or content updates to the site.
Subscriptions: Subscriptions include, but are not limited to, website licenses, plugins, and hosting.
Payment: Some parts of the Services are billed on a subscription basis, and Client will be billed in advance on a recurring annual agreement. Some features of the Services are billed every month, and Client will be billed in advance on a regular monthly contract, which includes but is not limited to blogging, social media management, demand generation, and campaign management, and are invoiced at the beginning of the month and have a payment turnaround of Net 30 days. A late fee will be applied. Further, Blue Node LLC reserves the right to shut down the Client’s website for nonpayment.
Cancellation Policy: The client may cancel the Agreement by giving Blue Node LLC at least 30 days cancellation notice. Such cancellation notice includes but is not limited to, fixed projects, payments on recurring monthly agreements, and digital packages. Charges for hosting plans will not be refunded if canceled before the annual billing cycle.
If you are on an annual payment plan with a discount and you want to cancel early you will have to pay the difference of the discount for the months engaged. Example monthly retainer = $100/month- when you sign up for an annual contract at a discount of $75/month and cancel after 6 months you owe $25×6 = $150 for early cancellation.
Indemnity: Client shall indemnify, defend, and hold harmless Blue Noda LLC, its parents, subsidiaries, and affiliated companies, and its and their respective employees, officers, directors, shareholders, and agents (each a “Blue Noda Indemnitee”) from and against any and all loss incurred by Blue Noda Indemnitee based on or arising out of any third-party claim, allegation, demand, suit, or proceeding (each, a “Claim”) made or brought against any Blue Noda Indemnitee with respect to any advertising, branding, research or other products or services that Blue Noda LLC prepared or performed for Client under the Agreement to the extent that Claim relates, in whole or substantial part, to (1) the inaccuracy of any information supplied by Client or its agents to Blue Noda LLC including, without limitation, information concerning Client’s products and services, the products or services of Client’s competitors or Client’s product or service category; (2) the use of any marketing, branding, research, advertising, packaging, trademark, software, hardware or other materials, or components thereof, furnished by Client or its agents to Blue Noda LLC to be included in any Materials or media placements; (3) the use of any materials or data provided or created by Blue Noda LLC and changed by Client or its agents or used in a manner different from that agreed by the parties; (4) risks or restrictions known by Client where Client nonetheless elected to proceed; (5) death, personal injury, or product liability (including health and safety) claims or actions arising from the use of Client’s products and services; (6) the unauthorized or improper use of Materials or the Marks by Client, Client’s designees, licensees, distributors, franchisees or Client Affiliates; (7) claims brought by Client’s employees for employment discrimination, other employment or labor disputes, breach of contract, personal injury or other civil law matters, or claims brought by those parties with whom Client has a contractual or supplier relationship; (8) allegations of patent, trademark or trade dress infringement or any other violation of a patent, trademark or trade dress right; (9) any material breach of the terms of this Agreement by, or any act of omission of, Client or its agents or employees relating to media commitments made by Blue Noda LLC pursuant to Client’s approval as provided for in this Agreement; (10) the negligence, gross negligence, bad faith, or intentional or willful misconduct of Client or its employees, agents or Client’s affiliates; (11) content mistakes or errors made by contractors not affiliated with Blue Node LLC; (12) any failure by Client or any employee, agent or affiliate of Client to comply with the terms of this Agreement; (13) any warranty or representation made by Client being false or misleading; (14) any representation or warranty made by Client or any employee or agent of Client to any third person other than as specifically authorized by this Agreement, (iv) any claims related to the Services, or (15) any alleged or actual violations by Client or its subcontractors, employees or agents of any governmental laws, regulations or rules.
Disclaimer of All Warranties: The Services are provided without any warranty whatsoever. Blue Noda LLC disclaims all warranties, express, implied, or statutory, to Client as to any matter whatsoever, including all implied warranties of merchantability, fitness for a particular purpose, and non-infringement of third-party rights. No oral or written information or advice given by Blue Noda LLC or its employees or representatives shall create a warranty or in any way increase the scope of its obligations.
Limitation of Liability: Neither party shall be liable to the other party or any other third party for any consequential, indirect, special, incidental, reliance, or exemplary damages arising out of or relating to this agreement, the Service, whether foreseeable or unforeseeable, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action (including, but not limited to, damages for loss of data, goodwill, profits, investments, use of money, or use of facilities: interruption in service or availability of data: stoppage of other work; impairment of other assets; or labor claims), even if such party has been advised of the possibility of such damages. Under no circumstances shall Blue Noda LLC’s total liability to Client or any third party arising out of or related to this Agreement exceed the Payment to Blue Noda LLC, regardless of whether any action or claim is based on warranty, contract, tort, or otherwise.
Agreement to Future Case Study: Client agrees to give Blue Noda LLC the right to create and disperse educational information around the success of this engagement, including but not limited to the placement of the logo on the website, a case study that breaks down the initial challenge and quantitative success driven by the strategic consultation of Blue Noda LLC and its subcontractors, any testimonials submitted by Client and its team members, and, with Client’s prior written approval, screenshot any email from Client for posting on LinkedIn or similar network.
Changes to this Agreement: Blue Noda LLC reserves the right, at its sole discretion, to modify or replace these Agreement Terms and Conditions at any time. If a revision is material, as determined by Blue Noda LLC, it will provide Client at least 30 days’ notice before any such terms or conditions take effect.
Effect of Termination: Client shall pay Blue Noda LLC for all services rendered and work performed up to the effective termination date. Accordingly, Blue Noda LLC will send Client a final bill for the last month of service prorated by the number of days of service for the respective month before termination. Client shall pay the invoice within 10 days of receipt.
Arbitration: Any dispute, controversy, or claim arising out of or relating in any way to the Agreement, including without limitation any dispute concerning the construction, validity, interpretation, enforceability, or breach of the Agreement, shall be exclusively resolved by binding arbitration on either party’s submission of the dispute to arbitration. In the event of a dispute, controversy, or claim arising out of or relating in any way to the Agreement, the complaining party shall notify the other party in writing thereof. Within 30 days of such notice, management-level representatives of both parties shall meet at an agreed location to attempt to resolve the dispute in good faith. Should the dispute not be resolved within 30 days, the complaining party shall seek remedies exclusively through arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen, and in no event shall it be made after two (2) years from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach. The place of the arbitration shall be Cleveland, Ohio, and Ohio law shall apply. The parties will meet and agree on the terms of arbitration.
Contact Us: If you have any questions about these Agreement Terms and Conditions, please get in touch with Blue Noda LLC at email@example.com
Miscellaneous: The failure of either party to this Agreement to object to or to take affirmative action concerning any conduct of the other that violates the terms of this Agreement shall not be construed as a waiver of that conduct or any future breach or subsequent wrongful conduct. If any part, term, or provision of this Agreement is declared and determined by an arbitrator as illegal or invalid, such declaration and determination shall not affect the validity of the remaining parts, terms, or provisions. The various headings in this Agreement are inserted for convenience only and shall not affect this Agreement or any portion thereof. This Agreement may be executed in two or more counter-parts or by fax or email, each of which shall be deemed an original, all of which shall constitute the same instrument. All representations, covenants, and warranties shall survive the execution of this Agreement and the termination of this Agreement.