Monthly Fees Going Forward 

– Website Completion/Ongoing SEO, Security Updates, Text System $ 295 per month. May be canceled after 12 months

Website hosting, if desired, is free as part of the ongoing plan as long as it is in good standing. Email hosting is not part of this plan. OPTIMA recommends using Google’s G Suite. 

CLIENT agrees to pay their monthly fees via credit/debit card subscription. 

Term 

The term shall be for one (1) year starting from the time the initial $295 subscription payment is made. After that initial 12- month period the website will be fully paid for, then the monthly maintenance and management period begins. After that one- year period this agreement shall automatically renew on the first of each month thereafter unless either party informs the other that it wishes to terminate the Agreement. Such notifications must be given at least thirty (30) days prior to the expiration of the active term. Other provisions of this agreement, with regard to other services provided as well as intellectual property, copyrights, indemnification and the General provisions herein shall survive the expiration or termination of all or part of this Agreement and shall remain in full force and effect. 

Intellectual Property and Copyright 

The CLIENT authorizes OPTIMA’s use of all client logos, trademarks, website images, etc., for use in creating and using web resources including, but not limited to, web pages, directory listings and social media accounts; and any other uses as deemed necessary by OPTIMA, and agreed to by the CLIENT, for search engine marketing and optimization. 

The CLIENT warrants that it is legally entitled to use, and saves OPTIMA harmless regarding, all materials provided to OPTIMA by the CLIENT during the course of this agreement. 

Indemnification and Access 

CLIENT shall indemnify and save harmless OPTIMA and OPTIMA ‘s directors, officers, employees, agents and assigns from and against all claims, actions, obligations, liabilities, damages, losses and judgments, including any incidental costs and expenses, arising out of or attributed, directly or indirectly, to the actions agreed to by the CLIENT in this agreement. 

The CLIENT acknowledges that OPTIMA is a specialist and does not profess expertise in the CLIENTs area of business. The CLIENT is responsible for, and holds OPTIMA blameless for, the content, trademarks and other aspects of the website that are related to the CLIENT’s business, industry, and competitors. 

The CLIENT agrees to provide the following: 

• The CLIENT must provide OPTIMA with current passwords and user IDs needed to gain remote access to the client’s Web site files via FTP software or similarly functioning software such as database access codes. OPTIMA is responsible for maintaining confidentiality of the passwords and user IDs. CLIENT must also provide access to any and all existing social media accounts covered in this agreement. 
• CLIENT will provide access to their Google Analytics account information or authorize OPTIMA to create an account on CLIENT’s behalf. 
• Access to raw log files or existing statistical reporting to facilitate Web site traffic reporting. OPTIMA will not be able to supply these reports if the raw log files nor existing statistical reporting is available. 

The CLIENT agrees that no work shall be done by CLIENT or its assignees on the website during the optimization process without OPTIMA’s knowledge and previous consent. OPTIMA shall not be responsible for delays, costs, or errors attributable to unauthorized changes to the website during the term of this contract. CLIENT understands that such changes made to the site can negatively affect search rankings. 

General 

OPTIMA and CLIENT are and shall be independent contractors and OPTIMA is not and shall not be the agent or legal representative of CLIENT for any purpose whatsoever. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied on behalf of or in the name of the other Party or to bind the other Party in any manner whatsoever. 

No covenant or condition of this Agreement may be waived except by the written consent of the waiving Party, and forbearance or indulgence by the waiving Party in any regard whatever shall not constitute a waiver of the covenant or condition to be performed by the other Party and until complete performance by the other Party of the covenant or condition, the waiving Party shall be entitled to invoke any remedy available under this Agreement or at law, despite the forbearance or indulgence. 

If any part of this Agreement is found to be invalid by any court of competent jurisdiction, that part shall be deemed severed from this Agreement and shall not affect the validity of the remainder, which remainder shall remain in full force. Such severance shall have effect only in the geographic area within which such court has jurisdiction. 

Any notice delivered by mail shall be deemed given when received. The date of receipt of any notice by facsimile shall be the date upon which the transmitter of the facsimile receives confirmation of the facsimile transmission. 

This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior and contemporaneous agreements, understandings and discussions, whether oral or written, between the Parties. 

Optima Worldwide Limited 

There are no warranties, representations or other agreements between the Parties in connection with its subject matter except as specifically set forth in this Agreement. 

No change or modification of this Agreement shall be valid unless it is in writing and signed by each Party hereto.

Website Project- Scope of Work:  

The purpose of this project is to design and develop a website to fully leverage Client’s presence and brand on the  web. The following is the scope of work based on initial consultation with the client:  

• Creation of a new site using a design TBD from existing design layouts in Optima’s portfolio 
• Client wants Optima to write the content of the site for them based on existing content that may have been  created for other marketing purposes and following an interview with Client 
• Client wants a mobile friendly and secure version of the site built
• Pages on the site are likely to include:
  • Home page, optimized for search engines. Client to provide photos of shops, inside and out as  desired. Client will use submission links provided by Optima to submit images, graphics, etc.  The new home page will be structured to drive conversions. That may mean lead generation,  contact form submission, location map, or other goals set for the site. The design will be  optimized so that the “Call to Action” is a visual “hot spot” that draws the user’s attention.  o Request an Estimate page tied to location or linking photo estimating systems
  • OEM certification/recognition pages dedicated to each manufacturer as earned by Client
  • Services page
  • About Us page with a bit of history and what to expect when bringing your car to Client’s shop.  Client’s mission statement will be included here if desired.
  • Contact Us/Location page
  • Employment opportunities
  • Other pages as requested by client.
• Links- As desired, Client will provide links to affiliates such as: dealership(s), rental car company partner,  towing company, glass company, BBB, Angie’s List, Chamber of Commerce, and associations.  

Project Critical Milestones  

• Customer acceptance and signing of Agreement, payment of deposit
• Design consultation, creation, editing and signoff by CLIENT
• Development of XHTML/WordPress site with chosen design and deployment to test server   Client interview with Optima staff writer for content development
• Client submits logo, images, pictures, etc. through Optima client portal
• Content development and submission by Optima to test site
• Review of content by Client, final edits
• Customer final testing, review and signoff
• Launch on desired server
• Website development project closure

Any additional change orders to the scope of this project as described in this agreement shall be paid when those  change orders are completed.  

Optima Worldwide Limited  

CONFIDENTIAL  

Terms and Conditions  

During and upon completion of development, Optima will provide Client with the test site for review. Once  approved to go live, Client will have up to thirty (30) calendar days to review and look for errors/bugs on the live  site. Any errors or bugs found during that 30 day period that do not properly match up with the Agreement or Scope  will be fixed at no additional charge. After that 30 days, Optima will also complete all remaining open bugs on the  bug list at no charge. Any modifications that are outside the original scope, or bug fixes after 30 days will be  invoiced at Optima’s current hourly rate (As of today, rate is $125/hr. Hourly rate in the future is subject to  potential change). 

Assumptions and Risks: 

Site content will be originally written by Optima after a phone interview with Client. Client is to provide  desired photos, logos, graphics, etc. using the following link and clicking on “File Uploads”.  http://www.optimaautomotive.com/existing-clients Both the phone interview and image submission must  be completed within two weeks of the signing of the contract. 

Client responsiveness to requests for information/content review/graphics is crucial to meeting completion  deadlines.  

Once Optima has uploaded all written content created as a result of the staff interview and/or taken from  any existing source (i.e. brochures, etc.), and uploaded graphics as supplied by Client, Optima will inform  Client that the final draft on the test server is ready for review. Client will complete this review process.  

Scope of work to be done is based on the information and documentation provided by Client.  Any changes to the existing agreed upon scope will trigger the change control process and could impact the  estimated costs and timelines of the current project. This may result in renegotiation of certain portions of  the contract itself and signoff by both parties. 

Development and testing environments are available and functional to begin the project once the selected  design has been programmed and set up. 

Website will be optimized for supported versions of Chrome, Safari, Edge, and Firefox