Pilates Digital

Standard Agreement

THIS AGREEMENT is entered into on {{signed_date}} by and between Pilates Web Co, (hereinafter referred to as “Pilates ”), having its principal offices located at 1700 Market Street, Suite 1005, Philadelphia PA 19103 and Your Company (hereinafter referred to as “Client”)
Pilates agrees to provide Client with services (hereinafter referred to as “services”) as described on the order page.

Consent for electronic signature
– The parties herein agree to electronic signatures to execute this agreement online with either written or drawn signatures. 

Effective Date – This Agreement shall be effective as of the time frame Customer signs up for Services and a contract term of twelve months. This Agreement may be terminated by either party upon written notice to the other if the other party with sixty (60) days written notice sent to our corporate address listed above.

 Customer Responsibilities – For the purposes of providing these services, Customer agrees:

1. To provide Pilates free and clear access to its websites, social media, and other locations for the purposes of providing services, and making changes as required or approval to go to a third party.

2. To authorize Pilates use of all Customer’s logos, trademarks, Web site images, etc., for use of such services and any other uses as deemed necessary by Pilates for the services.

3. That if Customer’s website(s) is light in textual content, Customer will provide additional relevant text content in an electronic format with editable text. Images of written text are not accepted. Customer agrees to provide content, for example, 350 to 750-word “articles” about each of their keyword phrases. If the customer is unable to provide, Pilates will charge with $75.00 USD per page. 

Customer Acknowledgements – Customer understands, acknowledges and agrees that:
Pilates has no control over the policies of 3rd party search engines,  directories, vendors with respect to the type of sites and/or content that they accept now or in the future. Customer’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Pilates will resubmit those pages that have been dropped from the index.

Client right to cancel – this agreement without further obligation at any time by providing a written notice, whereby Pilates retains the right to bill final month of service within 30 days of receipt of the termination notice. Upon termination, Pilates will discontinue ongoing Service efforts on Client’s site.

Pilates right to terminate – This Agreement may be terminated by Pilates (i) immediately if Customer fails to pay any fees hereunder, or if Customer fails to cooperate with Pilates and/or hinders Pilates ability to perform the Services hereunder. The client also agrees to the terms of use. 

Reporting – Reports will be made available via email, PDF &  our online dashboards at https://login.pilates.io & http://dashboard.pilates.io. In a weekly, monthly and quarterly basis. Pilates agrees to provide an initial benchmark report and weekly status updates along with monthly reporting and position updates via its’ portal located at http://dashboard.pilates.io.

Payment of fees – Customer agrees to pay Pilates any and all reoccurring fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of work. The customer further agrees in the event of any termination or change or initiatives that the work is non-refundable.  Pilates is hereby authorized to charge the customer’s credit card accounts or another payment mechanism for any amounts owed from time to time by the customer to Pilates.

Copyrights and Trademarks The client represents to Pilates and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Pilates for inclusion in web pages 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 Pilates and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

Copyright of Digital Assets – Copyright to the finished assembled work of web page(s) produced by Pilates is owned by Pilates until final payment is made. Upon final payment of this contract, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to the source code, work-up files, and computer programs are specifically not transferred to the client and remain the property of their respective owners. Pilates retains the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

Indemnification – Customer shall indemnify and hold harmless Pilates (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Pilates as a result of any claim, judgment, or adjudication against Pilates related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Pilates (the “Customer Content”), or (b) a claim that Pilates ’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Pilates must: (i) give Customer prompt written a notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.

All Other Warranties – Pilates does not warrant that services will meet the customer’s expectations or requirements. the entire risk as to the quality and performance is with the customer. except as otherwise specified in this agreement, pilates provides its services “as is” and without warranty of any kind. the parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. 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.

Limited liability – in no event shall pilates be liable to customer for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. there shall be no refunds. pilates makes no warranty of any kind, whether express or implied, with regard to any third party products, third-party content or any software, equipment, or hardware obtained from third parties.

Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of Pennsylvania. All disputes under this Agreement shall be resolved by arbitration in the courts of the State of Pennsylvania including the federal courts therein and the Parties all consent to the jurisdiction of Bucks county courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

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Signed by Scott Aadal
Signed On: October 9, 2018

Pilates Digital https://pilates.io
Signature Certificate
Document name: Standard Agreement
Unique Document ID: c3a7de8c28a22d120b7573fb44cc210a9f6eeec3
Timestamp Audit
September 2, 2018 1:08 pm ESTStandard Agreement Uploaded by Scott Aadal - scott@pilates.io IP