Services Provided by DFY Web Solutions

1. Consult and provide feedback on the best practices for sales funnel optimization. DFY is responsible for maintaining breadth of knowledge on the latest optimization trends that may improve the clients current sales flows.
2. Consult and provide feedback on the best practices for data collection, presentation and analysis.
3. Set up and monitoring of A/B split testing for optimization and reporting for sales funnels. All tests will be run to statistical significance or until the client asks for the test to conclude. There are no limits on the number of tests set up outside of limitations of split testing software vendors (generally one test per funnel at a time).
4. DFY will provide additional ideas and areas for testing for the client to consider and implement these tests as requested.

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Your Responsibilities and Information to Be Provided to DFY Web Solutions to Start Work

1. The client understands that login and password information will need to be shared with DFY Web Solutions in order for work to commence. This includes hosting, FTP, cPanel, Wordpress, autoresponder, shopping carts, etcetera.
2. Client will provide access to DFY for all work flow management tools the client is currently using (Google Sheets, Basecamp, Asana, etc.)
3. Client will provide access to DFY for all analytics software packages that are currently being employed including Google Analytics.
4. Client will provide access to any other tools deemed necessary for DFY to optimize the clients site.

Please place your initials in the box to indicate: "I have read the services description listed above and agree to the listed scope of work."

Additional Terms and Conditions

General “working” hours are from 9AM to 4PM EST. Emails and other messages outside of these times will be answered in as timely a manner as is feasible.

Convert will be used for testing.

Services NOT Provided in This Agreement

In addition to any services excluded above, the following services are not provide by DFY Web Solutions under this agreement:

1. No major custom coding is included with this service. Custom coding is billed at $200 per hour with a 5 hour minimum.
2. No graphic design is included with this service. References for these services will be provided upon request.
3. No text/copywriting is included with this service. References for these services will be provided upon request.

Termination of Agreement

1. Both Client and DFY Web Solutions will be entitled to terminate this agreement automatically by giving seven (7) days written notice to the other party at any time. There will be no pro-rata refunds if termination happens in the middle of a billing cycle.

Ownership of Work Product Created Exclusively for Client.

1. Client is and will be the sole and exclusive owner of all right, title, and interest throughout the world in and to all Work Product, including all Intellectual Property Rights therein. For the purposes of this Agreement:
   
   “Intellectual Property Rights” means any and all rights arising in the United States or any other jurisdiction throughout the world in and to (a) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (b) copyrights and works of authorship (whether copyrightable or not), and rights in data and databases, and (c) all other intellectual property, in each case whether registered or unregistered, and including all registrations and applications for such rights and renewals or extensions thereof, and all similar or equivalent rights or forms of protection in any part of the world.
   
   “Work Product” means all writings, technology, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice by or on behalf of DFY Web Solutions solely or jointly with Client or others (a) in the course of the work performed by or on behalf of DFY Web Solutions for Client or in connection with this Agreement or (b) at any time during the term or after expiration or termination of this Agreement based on, derived from, or otherwise using Client’s Confidential Information or resulting from any use of Client’ facilities, personnel, or other resources, and all printed, physical, and electronic copies and other tangible embodiments of any of the foregoing.
   
   
2. Work Made For Hire; Assignment. DFY Web Solutions acknowledges and agrees that any and all Work Product that may qualify as “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101) is hereby deemed “work made for hire” for Client and all copyrights therein shall automatically and immediately vest in Client. To the extent that any Work Product does not constitute “work made for hire,” DFY Web Solutions hereby irrevocably assigns to Client and its successors and assigns, for no additional consideration, DFY Web Solutions’s entire right, title, and interest in and to such Work Product and all Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world.

Confidentiality and Exclusivity

1. Confidentiality. Each party shall at all times keep all "Restricted Proprietary Information" (strategy, proprietary material, methods, programs, information, trade secrets, etcetera.) confidential and shall not use nor disclose the Restricted Information for any purpose other than in the performance of its obligations under this agreement. This clause shall survive the termination of this agreement without expiration.
2. Exclusivity. The Client agrees that the DFY Web Solutions shall remain its exclusive outside optimization agent for the duration of this agreement.
3. Non-Exclusivity Of The DFY Web Solutions. The client agrees that the DFY Web Solutions may at times be engaged by other clients in the same industry as the client. Nothing shall prevent the DFY Web Solutions from doing so. At all times the DFY Web Solutions will protect the confidentiality and intellectual property of the client.

Liability

1. DFY Web Solutions is solely providing the services to the client and is not in any other manner affiliated with the client or the client’s business past or present.
2. The client hereby agrees to defend, indemnify, protect and hold harmless DFY Web Solutions, from any and all claims, liabilities, damages, costs (including attorney's fees) or expenses of whatever nature, which may arise directly or indirectly, to any party, as a result of the Services provided by DFY Web Solutions, under this Agreement or unauthorized distribution thereof.

Miscellaneous

1. Additional Services The scope of the services is limited to the aspects laid out in this agreement. Any further consultation / service will be considered a new and separate agreement billed separately. The client acknowledges and agrees that the Services provided under this Agreement for the use of the client are the limit of this agreement. Any further or future services will require a separate agreement. The terms and conditions herein set forth constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and shall supersede any and all prior agreements, undertakings, representations and communications between the parties. No assignment or modification of this Agreement shall be binding unless made in writing and properly executed by each of the parties hereto.
2. Severability. If any provision contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
3. Authority. All Parties represent and warrant that they have taken all actions and obtained all authorizations, consents, and approvals that are conditions precedent to their authority to execute this Agreement.
4. Governing Law. This Agreement shall be deemed to be a contract made under, and for all purposes shall be governed by and construed in accordance with the laws of the State of North Carolina. The state courts of Mecklenburg County, North Carolina shall have sole and exclusive jurisdiction over all disputes that arise from or relate to this Agreement or the attachments thereto.
5. Construction. This Agreement is not to be construed against any party but shall be construed equally as to each party hereto.
6. Entire Agreement. This Agreement constitutes the entire understanding between the Parties and merges the full agreement reached between the Parties and all prior oral negotiations. The Agreement is not to be modified except by subsequent written instrument executed by the Parties.

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