Autoshop Solutions Terms & Conditions

1. Services and Payment.

Customer agrees to pay all fees in accordance with the applicable Order Form(s). Customer is required to maintain a valid ACH account or credit card on file, and authorizes Company to automatically charge such payment method for all amounts when due. Company recommends Automated Clearing House (ACH) as the preferred payment method.  Company also accepts payment by credit card; however, Customer acknowledges and agrees that payments made via credit card may be subject to a surcharge designed to offset the cost of credit card acceptance. Any such surcharge will be applied in compliance with all applicable federal, state, and local laws and regulations and will be disclosed to Customer prior to processing the payment.  If Customer elects to pay using any method other than ACH or a credit card on file (including but not limited to paper checks or one-time manual transactions), such payment may be subject to a manual processing fee of up to twenty-five dollars ($25) per payment processed.

Autoshop Solutions will provide to Client Internet Marketing Services that include the features found in section two. All Services performed or provided by Autoshop Solutions shall be deemed accepted at the time of submission of the deliverables to the Client. The Client agrees to pay Autoshop Solutions a fee as follows:

Setup:

Monthly Services: /Month

Monthly Pay-Per-Click: Variable*

The setup fee is due upon receipt of the contract signature. Your monthly bill will be due on the 3rd of each month.

Service is considered active once the setup fee is paid. This includes services such as design, transfer of information from an old website, marketing strategy, social media management, and other items related to making the website active and viewable on the Internet. Autoshop Solutions is not responsible for setup delays initiated by the Client, which can include but is not limited to requested changes to the design, delays in providing requested information, or failure to provide DNS information needed to launch the website.

*ln order to accommodate all campaign sizes, Pay-Per-Click campaign management is charged based on total monthly spend:

Under $5,000 spend: 20% agency fee,
Over $5,000 spend: 17.5% agency fee,
Over $10,000 spend: 15% agency fee,
Over $20,000 spend: 12.5% agency fee

SIGNATURE:

2. Term, Termination, and Renewal of Agreement. This Agreement shall remain effective for the period of nine (9) months. After 9 months, this contract shall automatically convert to an ongoing monthly agreement unless either party cancels this Agreement in writing with thirty (30) days of notice.

If you are on RPM 1 or RPM 2, or RPM 3 your agreement is Month to Month. While this is a month-to-month agreement, cancellations must be in writing and with thirty (30) days of notice.

Website Design:

Design Phase: During the onboarding process with Autoshop Solutions, you will complete a survey and based on the information provided, we will recommend the best design for your website. Autoshop Solutions will build your website using the selected design that you have approved, customizing it with your brand coloring, stylized fonts, and images (including stock photography and any custom photos that you provide prior to the start of your design). For RPM 4 and RPM 5, up to 2 design revisions are included. Revisions can include changes to section layouts, styling, design elements, and colors.

Build Phase: All Autoshop Solutions websites are built to meet industry best practices, including but not limited to device responsiveness, website and server security, coding standards, and user experience. Once the website has been built, all RPM levels will have up to 2 rounds of revisions to the staging website prior to launch. Revisions can include changes to text, colors, and images.

There may be additional cost and production time to make further changes in the setup period, subject to our hourly rate for custom development. By signing this agreement, you understand these terms regarding your website.

In the event Client fails to uphold its obligations under this Agreement, Autoshop Solutions may, in its sole discretion, terminate this Agreement and cancel all Services without further notice to Client. Client agrees that Autoshop Solutions will not be liable for any damages, in contract or tort, as a result of such termination.

All sales are final and fully earned. There are no refunds for contracted Services for any reason. If Client decides to discontinue Autoshop Solutions Services for any reason, Client remains fully liable and responsible for all sums due under this Agreement.

This Agreement may be amended from time to time by mutual agreement.

Domain Management: If we are managing your domain, New customers will be billed annually for the renewal of their domain after 6 months of service. The annual fee is $69 a year. After the first year, this will be billed annually on your anniversary date.

Mutual Rescission of Agreement:

Rescission by mutual assent is separate from the right of one of the parties to rescind or cancel the contract for cause, or pursuant to a provision in the contract. The parties to an executory or incomplete contract can rescind it at any time by mutual agreement with a one-time payment to, Autoshop Solutions, equal to three months of service charges even if the contract itself contains a contrary provision. A rescission by mutual assent can properly include a promise by either or both parties to make restitution as part of the contract of rescission. If a Mutual rescission is executed, Autoshop Solutions still owns all other Intellectual Property connected with or related to the Services provided to the Client, including, without limitation, website graphics, design, stock photography, content, source code, inventions (whether or not protected under patent laws), works of authorship, software, trademarks, trade names, trade dress, trade secrets, publicity rights, copyrights, know-how, ideas (whether or not fixed in a tangible medium of expression or protected under trade secret laws), all Services provided or any portions thereof, as well as all data Autoshop Solutions determines, in its sole discretion, to maintain relating to Services provided, including, but not limited to, hits per day, and other types of statistics available to Autoshop Solutions.

3. LIMITATION OF WARRANTIES. ALL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. Autoshop Solutions DISCLAIMS ANY AND ALL OTHER WARRANTIES OBLIGATIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, COVENANT’S TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

4. Governing Law, Forum/Venue, and Arbitration Clause. This Agreement, all acts, and transactions pursuant hereto, and the rights and obligations of the Parties hereto shall be governed, construed, and interpreted in accordance with the laws of the State of North Carolina without regard to any conflict of law principles. If there is ever a dispute arising under this Agreement, the Parties agree that such disputes are to be arbitrated through the American Arbitration Association in the County of Wake, State of North Carolina and that Parties agree to abide by the rules of the Commercial Arbitration Rules of the American Arbitration Association. The Parties hereby consent to the jurisdiction of such arbitration and waive any objection to such method of dispute resolution. The prevailing Party in such arbitration shall recover all expenses incurred, including reasonable attorneys’ fees and arbitration costs.

5. Special Damages. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES SUFFERED OR NOT, BY ANY PARTY TO THIS AGREEMENT, EVEN IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. IN NO EVENT SHALL AUTOSHOP SOLUTIONS’ LIABILITY FOR ACTIONS ARISING FROM OR RELATED TO THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES FOR SUCH SERVICES RECEIVED BY AUTOSHOP SOLUTIONS PURSUANT TO THIS AGREEMENT

6. Intellectual Property. The Client will maintain any existing copyrights on any original writings, and/or photos used in conjunction with the website provided as part of this agreement. The Client agrees to license and permit Autoshop Solutions to use these works in connection with this service agreement as required by Autoshop Solutions. Autoshop Solutions owns all other Intellectual Property connected with or related to the Services provided to the Client, including, without limitation, website graphics, design, stock photography, content, source code, inventions (whether or not protected under patent laws), works of authorship, software, trademarks, trade names, trade dress, trade secrets, publicity rights, copyrights, know-how, ideas (whether or not fixed in a tangible medium of expression or protected under trade secret laws), all Services provided or any portions thereof, as well as all data Autoshop Solutions determines, in its sole discretion, to maintain relating to Services provided, including, but not limited to, hits per day, and other types of statistics available to Autoshop Solutions. The Client may not modify, rent, lease, loan, sell, distribute, license, or create derivative works based on any of Autoshop Solutions’ Intellectual Property (either in whole or in part, whether such Intellectual Property is owned or licensed by Autoshop Solutions). Autoshop Solutions will maintain a small logo and link on the footer of the website for design credit purposes. Your website archive will contain all of the necessary database settings to restore your website to its previous working state. However, several proprietaries and licensed plugins will be removed, which could require additional configuration, after restoring your website.

Due to the way RPM 1, RPM 2, and RPM 3 are configured, the website is leased and will remain with Autoshop Solutions if you discontinue service. With RPM 4, and RPM 5 you are eligible to receive the website files if the following two conditions are met: you have completed your 9-month agreement, and you are paid in full. At that time, by request in writing, we will send you the files.

7. Indemnification. Client agrees to defend, indemnify, and hold harmless Autoshop Solutions, at Client’s expense, in any suit brought against Autoshop Solutions on the grounds that any information or materials provided by Client for the Service, or any part thereof, infringes upon any valid United States or international patent, copyright, trademark, trade secret, or other intellectual property rights, and Client shall pay the amount of any final judgment that may be awarded against Autoshop Solutions in any such suit, provided that Autoshop Solutions shall have given prompt written notice to Client of any claim of infringement. 8. Entire Agreement. This Agreement, including any exhibits, estimates, and invoices attached hereto and deemed incorporated herein as though fully set forth, constitutes the entire agreement between the Parties concerning the Services to be provided by Autoshop Solutions to Client, supersedes all prior and contemporaneous communications or agreements, written or oral, concerning the Services to be provided by Autoshop Solutions to Client, and is intended by the Parties to be a complete and exclusive statement of the terms of the agreement between them concerning the Services to be provided by Autoshop Solutions to Client. This Agreement may only be modified only in writing with acknowledgment by both Parties.

9. Assignment. The Client may assign this Agreement upon the prior written consent of Autoshop Solutions. This agreement is binding upon the heirs, assignees, and successors in interest.

10. Complete Contract/Amendment. This Agreement supersedes all prior agreements and understanding between the Parties for the performance of the Services and constitutes the complete agreement and understanding between the Parties. Any changes outside this Agreement itself must be written and properly executed and incorporated by reference into this Agreement to have meaning or enforcement.

11. Project Changes during the Design Process. Upon approval of website design(s), additional changes to the graphical layout or design of the website may incur additional charges to the Client or added time to the setup period. Such website design changes must be evidenced in writing and shall be included as a new attachment to this agreement.

12. Project Changes During Build Process. Autoshop Solutions will create one staging website for the Client and offer up to two rounds of revisions for approval. Client shall have the right to request a change in the scope of services, project parameters, etc. to be rendered under this agreement. More than two rounds of build revisions may result in a change of scope. Such change of scope must be evidenced in writing and shall be included as a new attachment to this agreement. Autoshop Solutions shall have the discretion to determine whether or not the requested change of scope is outside the original parameters of this agreement and, therefore, requires an adjustment in fees. The parties shall agree to a change in fees and timing resulting from such a change of scope, which shall be included in the new attachment.

13. Third-Party Data Feeds. Autoshop Solutions can utilize third-party data feeds but is not responsible for the data feeds operating correctly as they are a third-party functionality.

14. Website Edits By Client: In the event that an issue has occurred causing website errors in any way due to edits completed by the Client, Autoshop Solutions cannot be held responsible for impacts to the website or SEO performance and will restore the website to working order at a billable rate of $225.00 per hour.

15. Client Responsibilities. The estimated time to launch is from thirty to sixty days for RPM 1, RPM 2, and RPM 3 and up to ninety days for RPM 4 and RPM 5 from the contract date. The Client will be fully responsible for any delays caused by requests of any type, including any changes to the website, requests for additional design options, or a failure to provide in a timely manner any information requested by Autoshop Solutions. The Client will assume full financial responsibility for such delays, and Autoshop Solutions will not be asked to pause billing or refund any amount to the Client.

16. Google Adwords Disclosure. Working with Third-Parties.