OTOCO BASE WY LLC - MKT-WEB - Series 114
30 N Gould St Ste R
Sheridan, WY 82801
United States of America
This Service Agreement ("Agreement") is entered into between OTOCO BASE WY LLC - MKT-WEB - Series 114, a Wyoming Limited Liability Company ("Company," "we," "us," or "our"), and the client ("Client," "you," or "your") who engages our services. This Agreement governs the provision of digital marketing, web design, development, and consulting services.
By engaging our services, submitting a project inquiry, or making payment for any services, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter herein.
Mkt-Web LLC provides comprehensive digital marketing and web development services, including but not limited to:
Our digital marketing strategy services encompass comprehensive market analysis, competitor research, audience segmentation, and the development of customized marketing campaigns. We provide search engine optimization (SEO) strategies, content marketing plans, social media marketing campaigns, pay-per-click (PPC) advertising management, and detailed performance analytics and reporting.
These services are designed to increase your online visibility, drive qualified traffic to your digital properties, and ultimately convert prospects into customers. Our approach is data-driven and focuses on measurable results that align with your business objectives.
Our web design and development services include custom website design, responsive web development ensuring compatibility across all devices, e-commerce platform development and integration, content management system (CMS) implementation, website performance optimization, and search engine optimization integration.
We create modern, user-friendly websites that not only look professional but also function seamlessly to provide an excellent user experience. Our development process follows industry best practices and ensures your website is secure, fast-loading, and optimized for search engines.
Our consulting and maintenance services provide ongoing support for your digital assets. This includes technical audits and assessments, performance optimization recommendations, security updates and monitoring, content management and updates, strategic consulting for digital growth, and regular maintenance to ensure optimal website performance.
These services are essential for maintaining the health, security, and effectiveness of your digital presence over time. We provide proactive monitoring and maintenance to prevent issues before they impact your business.
The success of our services depends significantly on client cooperation and timely provision of necessary materials and information. Clients are responsible for providing accurate and complete information about their business, target audience, and project requirements. You must provide all necessary content, including text, images, logos, and other materials required for the project in a timely manner.
Clients must provide timely feedback and approvals at each stage of the project to avoid delays. You are responsible for ensuring that all materials provided to us do not infringe on any third-party copyrights, trademarks, or other intellectual property rights. Additionally, clients must provide access to necessary accounts, platforms, and systems required for service delivery.
Failure to fulfill these responsibilities may result in project delays, additional costs, or the inability to deliver services as originally scoped. We will communicate clearly about what is needed and when, but timely client response is essential for project success.
Our pricing structure is transparent and based on the scope and complexity of services required. Digital Marketing Strategy services start at $2,500 per month, Web Design and Development projects start at $5,000, and Web Consulting and Maintenance services start at $1,500 per month. Final pricing will be determined based on specific project requirements and will be outlined in a detailed proposal.
Payment terms require a 50% deposit before work begins, with the remaining balance due upon project completion or according to agreed milestone payments for larger projects. Monthly retainer services are billed in advance on the first of each month. All invoices are due within 30 days of the invoice date unless otherwise specified in writing.
Late payments may incur a service charge of 1.5% per month on the outstanding balance. If payment is more than 60 days overdue, we reserve the right to suspend services until payment is received. All prices are quoted in US Dollars and do not include applicable taxes, which will be added to invoices as required by law.
Project timelines are established based on the scope of work and client requirements. Typical web design projects take 4-8 weeks from start to completion, depending on complexity and client responsiveness. Digital marketing campaigns typically launch within 2-3 weeks of contract signing and strategy approval.
Timelines are contingent upon timely client feedback, content provision, and approval of deliverables at each project milestone. Delays in client response or changes to project scope may extend the timeline accordingly. We will communicate any potential delays as soon as they are identified and work with clients to minimize impact.
All deliverables will be clearly defined in the project proposal or statement of work. We provide regular updates on project progress and maintain open communication throughout the engagement to ensure expectations are met.
Upon full payment of all fees, clients will own the rights to custom-developed websites, original content created specifically for their project, and custom graphics and designs created exclusively for their use. However, we retain rights to our proprietary methodologies, processes, and any pre-existing intellectual property used in service delivery.
Third-party components, plugins, themes, or software used in projects remain the property of their respective owners and are subject to their licensing terms. Clients are responsible for ensuring they have appropriate licenses for any third-party software or services they request to be integrated into their projects.
We reserve the right to use completed projects in our portfolio and marketing materials unless specifically prohibited by written agreement. Any confidential information shared during the engagement will be protected according to the confidentiality provisions of this agreement.
We warrant that services will be performed in a professional and workmanlike manner in accordance with industry standards. We guarantee that custom-developed websites will be free from material defects for a period of 30 days following project completion. During this period, we will correct any defects at no additional charge.
However, we make no warranties regarding specific results, rankings, traffic levels, or business outcomes from our services. Digital marketing results depend on numerous factors beyond our control, including market conditions, competition, and client industry dynamics.
We disclaim all other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Our total liability for any claims arising from this agreement shall not exceed the total amount paid by the client for the specific services giving rise to the claim.
In no event shall Mkt-Web LLC be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, even if we have been advised of the possibility of such damages.
Our maximum liability for any claim, regardless of the form of action, shall not exceed the total amount paid by the client for the services directly related to the claim. This limitation applies to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you. In such cases, our liability shall be limited to the maximum extent permitted by law.
Either party may terminate this agreement with 30 days written notice. In the event of termination, the client shall pay for all services performed up to the termination date. For ongoing monthly services, termination will be effective at the end of the current billing period.
We may terminate this agreement immediately if the client fails to pay invoices when due, breaches any material term of this agreement, or engages in conduct that we reasonably believe could harm our reputation or business interests.
Upon termination, we will provide the client with all completed work and transfer ownership of files and accounts as appropriate. The client remains responsible for payment of all outstanding invoices and any costs incurred in transferring or closing accounts.
Both parties acknowledge that they may have access to confidential information during the course of this engagement. Confidential information includes business plans, customer lists, financial information, marketing strategies, and any other proprietary information not generally known to the public.
We agree to maintain the confidentiality of all client information and not to disclose such information to third parties without prior written consent, except as required by law or to perform services under this agreement. This confidentiality obligation survives termination of this agreement.
Confidential information does not include information that is publicly available, independently developed, or received from a third party without breach of confidentiality obligations.
Neither party shall be liable for any delay or failure in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, labor disputes, or technical failures of third-party services.
In the event of a force majeure situation, the affected party will promptly notify the other party and make reasonable efforts to minimize the impact and resume performance as soon as possible.
This agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to conflict of law principles. Any disputes arising under this agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
The arbitration shall take place in Sheridan, Wyoming, or through virtual proceedings if agreed upon by both parties. The prevailing party in any dispute shall be entitled to recover reasonable attorney fees and costs.
Prior to initiating arbitration, the parties agree to attempt to resolve any disputes through good faith negotiations for a period of 30 days.
This agreement may only be modified by written agreement signed by both parties. Any changes to project scope, timeline, or pricing must be documented in writing and agreed upon before implementation.
We reserve the right to update these terms and conditions periodically. Clients will be notified of any material changes, and continued use of our services after such notification constitutes acceptance of the modified terms.
If any provision of this agreement is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely approximates the intent of the original provision.
This agreement, together with any written proposals, statements of work, or amendments, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter herein.
No oral modifications or agreements shall be binding unless confirmed in writing and signed by both parties.
Last Updated: January 2024
For questions about these terms, please contact us at [email protected]