SBGC, Inc. agrees to provide website design, website maintenance, SEO and Interactive Optimization services as well as web & e-mail hosting.

SBGC, Inc may expand or contract the scope of theSBGC, Inc services by issuing to Client  a notification email at least 30 days in advance of such change.

SBGC, Inc. also agrees to

• Complete the work within the specified timeframe.*
• Respond to all requests within a reasonable time period.
• Notify Client about any problems that may arise during performance of the project and suggest possible solutions.

*SBGC, Inc. cannot be held responsible for any delays resulting from Client’s inability to provide necessary files and materials or respond in a timely manner to requests related to the project.

Client's obligations.

• Assign administrative and technical contacts.
• Provide master list of all files required for the project and specific written instructions (if needed).
• Provide all electronic files needed to finish web site design and development within15 (fifteen) business days after signing an Agreement with SBGC, Inc.
• Ensure that the files forwarded are complete and include any changes, which need to be made prior to commencing that specific task.
• Respond to all requests within a reasonable time period.
• Review and accept / reject the completed design within 15 (fifteen) business days after they are submitted to client for evaluation. If the completed work is not accepted, provide SBGC, Inc. with a list of changes/ modifications required to complete the work.
• Compensate SBGC, Inc, for all work done according to the specifications.

Termination of Service by SBGC, Inc.

If Client breaches any of their obligations, then SBGC, Inc.  may terminate their Agreement by giving Client notice of termination, and termination will take effect immediately when notice is given. No refunds of fees paid will be made if account termination is due to a violation of any of the clauses of the Agreement.

After such cancellation Client agrees to immediately stop using the web pages produced by SBGC, Inc. and to remove them from their hosting account.

Denial of Service

SBGC, Inc.  reserves the right to refuse service to anyone at any time WITHOUT GIVING ANY REASON WHATSOEVER.

SBGC, Inc.  reserves the right not to accept a new order from a client should SBGC, Inc.  feel that accepting an  order from that specific client will not be in the good interest of SBGC, Inc. 

Termination by Client

Client may decide to cancel this program prior to the end of the 12 month period. Should Client want to cancel  their Agreement with SBGC, Inc., Client must inform SBGC, Inc.  of such cancellation in writing and giving a valid and plausible reason for the cancellation.

SBGC, Inc. shall not refund any fees paid in advance of such cancellation.

Limitation of Liability & Client Acknowledgement

SBGC, Inc.   is not responsible for any damages Client may suffer by subscribing to any of its services.  This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by SBGC, Inc. .

Client acknowledges and agrees neither SBGC, Inc. nor any of its members, shareholders, directors, officers, employees, agents, representatives or resellers will be liable for any special, indirect, consequential, punitive or exemplary damages, or damages (including but not limited to damages for loss of profits or savings, loss of data, or loss of use) in connection with their Agreement. If, despite the foregoing limitations, SBGC, Inc.  or any of its members, shareholders, directors, officers, employees, agents, representatives or resellers should become liable to Client or any other person in connection with their Agreement for ANY REASON, then the maximum aggregate liability of SBGC, Inc. , its members, shareholders, directors, officers, employees, agents, representatives or resellers for all such things and to all such parties will be limited to the lesser of the actual amount of loss or damage suffered by the claimant or the amount payable by Client to SBGC, Inc.  for one month of service under their Agreement.

Warranties by Contractor.

SBGC, Inc. represents and warrants to Client that it has the experience and ability to perform the services required by their Agreement; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform their Agreement; and that its performance of their Agreement shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws. However, Client will not determine or exercise control as to general procedures or formats necessary to have these services meet Client's satisfaction. SBGC, Inc. reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion.

Nature of the SEO Service

Once the Clients website has been optimized Client agrees that they are responsible to ensure the optimization work carried out by SBGC, Inc. is not overwritten by either Client or any third party. Client agrees that in the event that the optimization work is overwritten by either Client or any third party to contact SBGC, Inc. immediately. Client agrees that SBGC, Inc. may, at its discretion, apply an additional charge  for restoration and remedial work required. 

Client agrees that SBGC, Inc.  does not own nor control the search engines or directories. Client accepts should a search engine refuse to include the Clients website for inclusion, regardless of any fees paid for submission, no action will be taken against SBGC, Inc.

Client agrees that SEO Service is limited to onsite optimization only, and does not include off-site SEO. (offsite = Marketing other than internet related, such as print media, competitions, TV, radio ads, etc), any form of Banner Advertisement or Pay Per Click Campaigns.

NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE RESULTS SIMILAR TO OURS OR ANYBODY ELSE'S.

SEO services will be performed to the best of SBGC, Inc.  knowledge and ability, and no guarantees are made that specific rankings will be achieved. SEO work is governed by many factors which are outside the direct control of SBGC, Inc.  and indeed any SEO company, ergo no reputable SEO company can guarantee particular results. SBGC, Inc. does not own nor control the search engines or directories and therefore shall not be responsible for any URL's dropped or excluded by a Search Engine for any reason.

Confidentiality.

SBGC, Inc. recognizes and acknowledges that their Agreement creates a confidential relationship between SBGC, Inc. and Client and that information concerning Client's business affairs, Clients, vendors, finances, properties, methods of operation, computer programs, and documentation, and other All such information concerning Client is here such information, whether written, oral, or otherwise, is confidential in nature- in after collectively referred to as "Confidential Information."

Non-Disclosure.

SBGC, Inc. agrees that, except as directed by Client, it will not at any time during or after the term of their Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of  their Agreement it will turn over to Client all documents, papers, and other matter in its possession or control that relate to Client.

Copyrights and Trademarks.

Client represents to SBGC, Inc and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to SBGC, Inc for inclusion in web pages are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend SBGC, Inc and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.

Grant and Copyright to Web pages.

Copyright to the finished assembled work of web pages produced by SBGC, Inc shall remain the exclusive property of SBGC until their Agreement is fulfilled and all  payments are made. Upon final payment, Client is assigned full rights of ownership to use as a website the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to Client, and remain the property of their respective owners. SBGC, Inc and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. SBGC, Inc shall also be entitled to place an unobtrusive credit with a hypertext link in the footer on the main page of the web site.

Indemnification.

Client agrees that it shall defend, indemnify, save and hold the SBGC, Inc harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees associated with the SBGC, Inc's work on Client's web site. This includes Liabilities asserted against the SBGC, Inc, it's subcontractors, it's agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employee or assigns.

Client also agrees to defend, indemnify and hold harmless the SBGC, Inc against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over Client's web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.

Laws Affecting Electronic Commerce

From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend SBGC, Inc and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client's exercise of Internet electronic commerce.

Force majeure

If an extraordinary situation arises that is beyond the control of the parties, which makes fulfillment of the obligations  impossible, and this situation is deemed to be force majeure under the normal sale of goods law rules, then the other party shall be notified without any undue delay. The affected party’s obligations will be suspended as long as the extraordinary situation lasts. The other party’s counter-performances will be suspended during the same period of time.

In force majeure situations, the other party may only walk away from the Agreement with the consent of the party affected or if the situation lasts or is expected to last for more than 90 days calculated from the date the situation arose, and then only upon 15 days’ notice.

Litigation

Any disputes will be litigated or arbitrated in the state on New Jersey, USA.

If it becomes necessary for SBGC, Inc. to bring legal action to collect any sums  it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable attorney's fees