Sprout Digital Ltd. is an online marketing company that provides a range of marketing products and services for businesses through its website www.sprout-digital.com and through other means. These terms and conditions (“Agreement“) relate to all Marketing Services provided by Sprout Digital Ltd. to you (“you” or “Client“) and shall govern the relationship between Sprout Digital Ltd. and you. It is Client’s responsibility to read both this Agreement and any other applicable terms depending on the particular Marketing Services purchased. 

Sprout Digital Ltd. reserves the right to amend, modify or restate this Agreement (the “Amendments“) from time to time in its sole discretion. Sprout Digital Ltd. shall provide notification of the Amendments by updating the “Date Last Modified” set forth above. It is the Client’s responsibility to periodically review this Agreement for Amendments, which shall be binding on Client once posted on the Sprout Digital Ltd. website at https://sprout-digital.com/terms-conditions. Clients continued use of any Marketing Services after the posting of the Amendments is deemed acceptance of this Agreement and the Amendments. 

For purposes of the Agreement, all references to “days” will be measured in “calendar days”, unless otherwise noted. 

Website Development and Corporate ID Agreement. All terms and conditions are subject to change without notice.

• Authorization: The client is engaging Sprout Digital Ltd., located at 43 Circle Drive, New Bremen, OH, 45869 as an independent contractor for the specific project of developing and/or improving a website and/or a marketing/promotional project. The client hereby authorizes Sprout Digital Ltd. to access current accounts for information as needed. The client also authorizes Sprout Digital Ltd. to publicize their business to complete project scope as defined in any signed agreement.

• All terms are agreed as described in proposal and components are based upon prospective client’s choices.

• Completion Date: Sprout Digital Ltd. and the client must work together to complete the website in a timely manner. We agree to work expeditiously to complete the website/project on schedule, from the date the agreement was signed and the initial deposit was received.

• If the client does not supply Sprout Digital Ltd. timely responses/or support material when deemed within six weeks of the date this contract was signed, the entire amount of the contract becomes due.

• Payment of Fees: Payment and fees are due in accordance with any signed agreement.

• Assignment of Project: Sprout Digital Ltd. reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion. Though generally rare, should this happen, client will be informed, but such assignment shall not be cause for termination of the agreement by client and shall likewise not justify any withholding of fees or payments due.

• Sprout Digital Ltd. does not warrant that the functions contained in these webpages or the Internet website will meet the client’s requirements or that the operation of the webpages will be uninterrupted or error-free. The entire risk as to the quality and performance of the webpages and website is with client. In no event will Sprout Digital Ltd. be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these webpages or website, even if Sprout Digital Ltd. has been advised of the possibility of such damages.

• Copyrights and Trademarks: The client represents to Sprout Digital Ltd. and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Sprout Digital Ltd. for inclusion in webpages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Sprout Digital Ltd. and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

• Laws Affecting Electronic Commerce: From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Sprout Digital Ltd. and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.

• Copyright to Webpages: Copyright to the finished assembled work of webpages produced by Sprout Digital Ltd. Upon final payment of website design contract and any outstanding payments, the client is assigned rights 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 provided by Sprout Digital Ltd. remains the property of Sprout Digital Ltd. or its subsidiaries. Sprout Digital Ltd. and its subcontractors/subsidiaries retain the right to display completed projects.

• Payment of fees: In order for Sprout Digital Ltd. to remain in business, payments must be made promptly. Past due invoices will be assessed a $15 charge if payment is not received within 10 days of the due date. If an account remains delinquent 30 days after its due date, Sprout Digital Ltd. reserves the right to remove webpages from viewing on the Internet until account is made current. If website was removed from the internet, a reactivation fee of $250 will be required to restore the website on the internet. In case collection proves necessary, the client agrees to pay all fees incurred by that process. The client agrees that for purposes of venue, this contract was entered into, in New Bremen, OH, and any dispute will be litigated or arbitrated in New Bremen, OH.

• Sole Agreement: Any agreement and proposal details contained in it, constitutes the sole agreement between Sprout Digital Ltd. and the client regarding a given project. Any additional work not specified in an agreement will require supplemental charges. All prices specified in an agreement will be honored for 15 days.

• Initial Payment and Refund Policy: All payments are non-refundable.

• Client understands materials used in the process of website development integrates proprietary property and intellectual information not transferable to other hosting packages should client ever decide to leave Sprout Digital Ltd. If client fulfills a given web agreement, an export of their website content, which is compatible with WordPress will be created and given to the client. This export will be provided free of charge for clients with an on time payment history. For all other clients, a rate of $65.00 per hour will be charged to create the export. This charge will be due prior to the release of the export.

• Sprout Digital Ltd./subsidiaries/affiliates/vendors are not responsible for any downtime or damages resulting from downtime.

• Client gives Sprout Digital Ltd. and all affiliates the right to represent their business as needed.

• All e-books and educational material are non-refundable.

Termination of Services:

• Contracts are non-cancellable by Client once the agreement is formed and that no refunds will be issued.

• Sprout Digital Ltd. reserves the right to cancel a contract based on the Client’s failure to comply with the terms of an agreement, terms and conditions, failure to pay timely, or failure to provide information in timely manner.

• If an early termination is agreed upon by Sprout Digital Ltd. and the Client, the full balance of services rendered in the agreement is due upon termination 30 days of termination date.

• If an early termination of a retainer is terminated due to non-payment, Sprout Digital Ltd. maintains intellectual property of all work developed during the retainer. Explicit intellectual rights of work is transferred to client after agreements are completed according to terms or a settlement for termination is reached. Any use of intellectual property by client after a non-payment termination is strictly prohibited. This includes, but is not limited to, web design, branding schemes, logos, print collateral, or any other traditional corporate collateral either known or unknown.

We do not offer direct support or training to third party entities. 

Usage Rights

The client has general usage ability within the admin of the website only upon payment in full of website design agreement. To provide a solid platform and base for SEO services (if applicable), access to anything deemed as sensitive or important for our platform/services to function can not be shared or given access to. If custom scripting is requested for usage by a client, the script must be pre-qualified by our technical department and additional charges will be incurred for vetting such software, installing software, etc. Furthermore we will not support it given the nature of web development.

Search Engine Optimization Agreement. All terms and conditions are subject to change without notice.

Sprout Digital Ltd. will provide Client with Search Engine Optimization Services (hereinafter referred to as “SEO”) as described in this contract. We will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client’s website.

• The total fee for the SEO services to be provided is according to the custom agreement established between Client and Sprout Digital Ltd.

SEO services are intended to serve two main purposes: 1) to provide the Client with increased exposure in search engines and 2) to drive targeted online traffic to the site.

Sprout Digital Ltd. SEO Services are designed… (but are not limited to):

• Researching keywords and phrases to select appropriate, relevant search terms.

• Obtaining “backlinks” from other related websites and directories in order to generate link popularity and traffic.

• Editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary.

• Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.

• Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches.

• Create traffic and ranking reports and any associated pages showing rankings in the major search engines.

For the purposes of receiving professional SEO services, Client agrees to provide the following:

• Administrative/backend access to the website for analysis of content and structure.

• Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.

• Unlimited access to existing website traffic statistics for analysis and tracking purposes.

• An email address for the purposes of requesting links 

• Authorization to use client pictures, logos, trademarks, website images, pamphlets, content, etc., for any use as deemed necessary by Sprout Digital Ltd. for search engine optimization purposes.

If Client’s site is lacking in textual content, Sprout Digital Ltd. will create content that must be proofed and amended by Client in a timely fashion.

Client acknowledges the following with respect to Search Engine Optimization (SEO) services:

• All fees are non-refundable.

• All fees, services, documents, recommendations, and reports are confidential between the client and Sprout Digital Ltd.

• Sprout Digital Ltd. has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.

• Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Sprout Digital Ltd. does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.

• Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for varying amounts of time. This is referred to as the “Google Sandbox.” Sprout Digital Ltd. assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.

• Occasionally, search engines will drop listings for no apparent or predictable reason.

• Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, Sprout Digital Ltd. will re-optimize the website/page based on the current policies of the search engine in question-assuming client still has an active SEO campaign.

• Some search directories offer expedited listing services for a fee. If the Client wishes to engage in expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion or expedited service fees. Sprout Digital Ltd. can offer a list of expedited listing services upon request.

• Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. Sprout Digital Ltd. does not assume liability for the Client’s choice to link to or obtain a link from any particular website.

• Sprout Digital Ltd. is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.

• Additional Services not listed herein (such as managing pay-per click campaigns, copywriting, social media campaign management, content creation, etc.) will be provided for a fee of $75 per hour unless another agreement is made and accepted in writing.

• The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Sprout Digital Ltd. for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to fuse each of the elements, and will hold harmless, protect, and defend Sprout Digital Ltd. from any liability or suit arising from the use of such elements.

• Sprout Digital Ltd. is not responsible for the Client overwriting SEO work to the Client’s site. The Client will be charged an additional fee for re-constructing content, based on the hourly rate of $75 per hour.

Venue and Dispute Resolution: Any issues not covered in contract will be resolved through mediation if needed. Limited offer. Due to the personalized attention given to each client, a limited number of positions are available. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.