Terms of Service

This Terms of Service Agreement (the “Agreement”) is entered into by and between Contractor Bear (“Agency,” “we,” “us”) and the undersigned party (“Client,” “you”), collectively referred to as the “Parties.”

RECITALS

WHEREAS, the Agency provides digital marketing, lead generation, web design, and related services for businesses; and

WHEREAS, the Client desires to engage the Agency to provide these services, and the Agency agrees to provide such services according to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the Parties agree as follows:

1. SCOPE OF SERVICES

The Agency agrees to provide the Client with services selected and agreed upon in a separate Scope of Work (SOW) or proposal, which may include, but are not limited to, the following core services:

• Web Design and Development: Creation and deployment of a professional website, typically on the WordPress platform. This includes design, development, and initial content implementation.
• Brand Design: Development of branding assets such as logos, color palettes, and typography to establish a cohesive brand identity.
• Search Engine Optimization (SEO): Ongoing efforts to improve the Client’s visibility in organic search engine results, which may include on-page optimization, content creation, backlink building, and local SEO for Google Business Profile (formerly Google Maps).
• Tech Setup: Configuration and integration of essential marketing and business technologies, such as analytics platforms, CRM systems, and email marketing tools.
• Website Hosting: Provision of managed web hosting services for the Client’s website, including security, backups, and maintenance.
• Lead Generation: Execution of digital marketing campaigns (e.g., paid advertising, SEO, content marketing) with the objective of generating inquiries and potential customers for the Client.

Details, deliverables, and specific strategies for the services will be outlined in the SOW, which is incorporated into this Agreement by reference.

2. FEES AND PAYMENT

2.1. Setup Fee: The Client agrees to pay a one-time, non-refundable setup fee of $2,500. This fee covers the initial project discovery, strategy development, account setup, and onboarding. Work shall not commence until this fee is paid in full.

2.2. Monthly Service Fees: The Client agrees to pay a recurring monthly fee as specified in the SOW and onboarding form found at contractorbear.com/start/onboarding for the duration of the Agreement. Monthly fees are billed in advance on the first day of each billing cycle.

2.3. Non-Refundable Services: All fees paid to the Agency are for services rendered or to be rendered. The Client understands and agrees that the Setup Fee and all monthly service fees are non-refundable. No refunds will be issued for partial months of service, unused hours, or if the Client terminates the Agreement.

2.4. Payment Authorization: The Client authorizes the Agency to charge the Client’s credit card, debit card, or other authorized payment method on file for all fees as they become due. The Client agrees that the billing descriptor on their statement may appear as “Contractor Bear” or a related entity.

2.5. Late Payments: Payments not received within five (5) business days of the due date will be considered late. The Agency reserves the right to suspend all services until the outstanding balance is paid in full.

3. TERM AND TERMINATION

3.1. Initial Term: This Agreement shall commence on the Effective Date and will continue for a minimum initial period of six (6) months (the “Initial Term”).

3.2. Renewal: Following the Initial Term, this Agreement will automatically renew on a month-to-month basis unless terminated by either party.

3.3. Termination: The Client may terminate this Agreement by providing the Agency with thirty (30) days written notice. Notice must be sent via email to [email protected]. Termination will be effective at the end of the billing cycle following the 30-day notice period. The Agency reserves the right to terminate this Agreement at any time with or without cause by providing written notice to the Client.

4. INTELLECTUAL PROPERTY AND ASSET OWNERSHIP

4.1. Client-Owned Property: The Client shall retain ownership of all pre-existing content provided to the Agency, including text, logos, trademarks, and images (“Client Content”).

4.2. Website Ownership: Upon the successful completion of six (6) consecutive months of service payments, full ownership of the custom-designed website, including its visual design, structure, and Client Content, will transfer to the Client.

4.3. Agency’s Proprietary Property: The Agency shall retain all rights, title, and interest in and to its proprietary tools, software, methodologies, and processes. This includes, but is not limited to, premium WordPress plugins and other third-party software for which the Agency holds a developer or agency license.

4.4. Plugin Licensing Upon Termination: Should the Client terminate this Agreement, the Agency’s license to use premium plugins on the Client’s website will be revoked. The Client is solely responsible for purchasing their own individual licenses for these plugins directly from the plugin developers if they wish to continue receiving updates and support for them. The Agency is not liable for any website malfunction or security vulnerability resulting from the Client’s failure to maintain licensed software after termination.

5. CLIENT OBLIGATIONS

The Client agrees to:

• Provide timely access to all necessary accounts and credentials, including but not limited to website hosting, domain registrar, Google Business Profile (manager-level access), and social media accounts.
• Provide all necessary Client Content and feedback in a timely manner.
• Acknowledge that any delays in providing access, content, or feedback may result in project delays for which the Agency is not responsible.

6. DISCLAIMER OF GUARANTEES

The Agency will perform all services using professional skill and care. However, the Client acknowledges that digital marketing and SEO are subject to factors beyond the Agency’s control, including search engine algorithm changes, market competition, and consumer behavior. Therefore, the Agency does not guarantee any specific outcomes, including but not limited to:

• Top-ranking positions in any search engine for any specific keyword.
• A specific volume of website traffic, leads, or sales.
• Any specific return on investment (ROI).

Performance reports will be provided to show the work completed and progress made.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE AGENCY, ITS OWNERS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED, EVEN IF THE AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGENCY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO THE AGENCY DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless the Agency, its owners, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with:

• The Client’s business operations and the services or products the Client provides to its own customers.
• Any Client Content that infringes upon the intellectual property or other rights of a third party.
• The Client’s breach of any term of this Agreement.

9. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of this Agreement shall be instituted in the federal or state courts located in King County, Washington.

10. ENTIRE AGREEMENT

This Agreement, together with any attached Scope of Work, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

By signing the onboarding form, the Parties acknowledge they have read, understood, and agree to be bound by the terms and conditions of this Agreement.