1. DEFINITIONS AND INTERPRETATION 1.1. In these terms and conditions, the following definitions apply unless otherwise stated:

• “Business Day” means any day other than a Saturday, Sunday, or public holiday.
• “Contract” means the agreement between the Company and the Client for the provision of Services governed by these Terms and the Order.
• “Client” means the individual or business entity purchasing Services from the Company, as identified in the Order.
• “Force Majeure Event” means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs, failure of utilities or transportation, acts of God, war, riots, civil commotion, compliance with laws or governmental orders, accidents, breakdowns, fires, floods, storms, or default of suppliers.
• “Group Company” means a subsidiary or holding company of the Company.
• “Company” means Michael Lamb Agency.
• “Intellectual Property Rights” means patents, inventions, copyrights, trademarks, trade names, domain names, goodwill, trade secrets, designs, database rights, moral rights, confidential information, and any other intellectual property rights.
• “Order” means the Client’s order placed by countersigning the Company’s Quotation form.
• “Order Form” means a Quotation form counter-signed by the Client which, together with these terms and conditions, forms a binding contract.
• “Quotation” means a written proposal prepared by the Company containing its Service proposals to the Client.
• “Services” means the services specified in the Order that will be provided by the Company to the Client.
• “Specification” means the description or specification of the Services as stated in the Order.
• “Terms” means these terms and conditions as updated by the Company from time to time.
• “VAT” means value-added tax chargeable under United States law and any similar additional tax.
• “White Label Work” means Services provided by the Company to a Client who rebrands these services as their own for their client’s benefit.

1.2. Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Terms use words denoting a particular gender, they shall be read to include all genders and vice versa. 1.3. The headings in this document are inserted for convenience only and shall not affect the interpretation of these Terms. 1.4. A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

TERMS AND CONDITIONS

2. APPLICABILITY OF TERMS 2.1. These Terms shall apply to all agreements between the Company and the Client, to the exclusion of any other terms that the Client seeks to impose or incorporate or that are implied by trade, custom, practice, or course of dealing. 2.2. These Terms and the Order may only be varied by express written agreement between the Company and the Client.

THE CONTRACT

3. FORMATION OF CONTRACT 3.1. The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms of the Order and any relevant Specification are complete and accurate. 3.2. The Order shall only be deemed accepted when the Company issues a written acceptance of the Order or starts providing the Services upon receiving the Order (whichever occurs first), at which point the Contract shall come into existence. 3.3. The Contract constitutes the entire agreement between the Company and the Client regarding the provision and purchase of Services in accordance with these Terms. 3.4. The Client acknowledges that it has not relied on any statement, promise, or representation made by or on behalf of the Company which is not set out in the Contract. Any samples, drawings, descriptive matter, advertising materials, or illustrations issued by the Company are for approximate purposes only and do not form part of the Contract. 3.5. A Quotation provided by the Company does not constitute an offer and is valid for 14 Business Days from its date of issue.

COMPANY OBLIGATIONS AND WARRANTIES

4. COMPANY’S SERVICE WARRANTY 4.1. The Company warrants that it will provide the Services as specified in the Order with reasonable care and skill, conforming in all material respects with the Specification. 4.2. The Company will make reasonable efforts to meet any specified performance dates; however, time is not of the essence for Service provision unless otherwise agreed in writing. The Company shall not be liable for any delay caused by a Force Majeure Event or failure of instructions from the Client regarding service delivery. 4.3. The Company may make changes to the Services necessary for compliance with applicable laws. 4.4. The Company may engage Group Companies or subcontractors for Service provision while remaining liable to the Client for performance as if carried out directly.

CLIENT’S OBLIGATIONS AND INDEMNITIES

5. CLIENT’S RESPONSIBILITIES 5.1. The Client shall provide necessary assistance and technical information to facilitate Service execution within agreed timelines. The Client warrants that its employees assisting in executing an Order have necessary skills and authority. 5.2. The Client shall promptly review and approve materials provided under the Services (e.g., advertising copy, search terms) within agreed deadlines. The Client shall implement required changes as soon as possible and within agreed timelines. 5.3. The Client shall inform the Company immediately of changes to domain names, websites, technical setups, or any material information affecting Services delivered by the Company. 5.4. Failure to provide required assistance or materials within agreed deadlines may result in invoicing for supplied Services irrespective of delivery completion. 5.5. The Client shall indemnify and hold the Company harmless against all liabilities, costs, and expenses arising from claims or proceedings against the Company for infringement of Intellectual Property Rights or breach of confidentiality or contract resulting from content provided by the Client. 5.6. The Client must comply with all applicable laws and regulations related to Service usage (e.g., Data Protection Act 1998). The Client agrees to indemnify and hold the Company harmless against any claims brought against it due to Client’s breach of such laws and regulations. 5.7. The Client is responsible for implementing optimization changes recommended by the Company unless otherwise notified. 5.8. Prior notice must be given for any alterations to websites that may affect Services provided by the Company. 5.9. Regularly adding fresh content to a website helps improve search engine rankings and overall success of SEO services. 5.10. For White Label Work, the Client indemnifies the Company against liabilities arising from contracts between the Client and their clients for White Label Work.

PRICES

6. PRICING 6.1. Prices shall be in US Dollars unless otherwise stated and exclusive of VAT or other duties unless required by law. 6.2. Certain Services may involve licensing third-party Intellectual Property Rights or require acquisition of Intellectual Property Rights for marketing materials; such costs are exclusive unless expressly stated otherwise. 6.3. Prices stated in an Order are estimates based on qualified estimates of necessary service hours. Actual hours spent will determine invoicing amount unless otherwise specified in the Order or current price list provided by the Company. 6.4. While efforts are made to ensure accurate cost estimates, the Company reserves the right to amend any estimate due to errors or omissions.

PAYMENT

7. PAYMENT TERMS 7.1. The Company will invoice the Client monthly in advance or following Services delivered. A non-refundable deposit may be required before work commences. 7.2. Each invoice submitted by the Company must be paid within 14 Business Days from its date in cleared funds as specified in clause 7.3 below. 7.3. Payment must be made without deduction or withholding except where required by law; no credit, set-off, or counterclaim is permitted without written agreement from both parties. 7.4. Late payment will accrue interest at a statutory rate prescribed by applicable law or 2% over Barclays Bank Plc’s base rate (whichever is higher). A fee of $50 per reminder may be charged for overdue payment administration expenses without waiving other rights or remedies available to the Company. 7.5. Late payment constitutes material breach allowing contract cancellation or affirmation with usual breach remedies at discretion of the aggrieved party. 7.6. If Services cannot be fully delivered due to Client’s failure to assist within agreed timelines, an estimated invoicing amount may be charged corresponding to completed Services plus remaining specified Services regardless of delivery ability. 7.7. If a shorter time frame is requested for work completion than specified in an Order, additional charges may apply for prioritizing such projects ahead of pre-planned work.

DELAYS AND COMPLAINTS

8. DELAYS AND COMPLAINTS 8.1. In case of proven delays or non-conformity of Services with Contract terms, reasonable efforts will be made to remedy or redeliver at Company’s discretion; material breaches may entitle Client to cancel Order (Clause 13). 8.2 Complaints regarding delays or breaches must be submitted immediately upon becoming aware; failure to do so within 48 hours (unless unascertainable) deems acceptance of Services without rights for remedies based on delays or breaches. 8.3 Third Party Services are governed by respective terms and conditions; Company provides no warranties for Third Party Services but exercises reasonable care when selecting providers thereof.

LIABILITY

9. LIABILITY 9.1 The Company shall have no liability to the Client for any loss or damage arising from Services provided or third-party claims unless expressly stated otherwise. 9.2 Excluded categories of loss/damage include indirect/consequential loss under/related to Contract despite awareness of potential occurrence; loss of profits/savings/business opportunities/goodwill; loss of data; fraudulent clicks on Client’s managed accounts. 9.3 In cases where liability is not excluded (Clause 9), Company’s total liability shall not exceed invoiced sum for non-conforming services.

OTHER LIMITATIONS OF LIABILITY

10. OTHER LIMITATIONS OF LIABILITY 10.1 The Company is not liable for downtimes, hacking, virus interference, disruptions caused by third-party software/websites/search engines on which Service depends; reasonable assistance will be provided upon request at additional cost. 10.2 Changes made without notice by Client/third parties affecting Services void responsibility; Pre/post-work adjustments due to changes may incur charges at Company’s discretion. 10.3 Changes/discontinuation of search engines affecting SEO/links/advertisements are beyond control; no liability assumed. 10.4 No liability for minimum views/position/frequency in searches; no guarantee on traffic volume/clicks/registrations/purchases resulting from Services provided. 10.5 No responsibility for URLs dropped/excluded by search engines for any reason.

INTELLECTUAL PROPERTY RIGHTS

11. INTELLECTUAL PROPERTY RIGHTS 11.1 Client warrants right to use any Intellectual Property Rights provided to Company for inclusion in Services and grants irrevocable license to use such materials during Contract duration. 11.2 Client ensures content provided does not contravene legislation/decency/marketing rules/third-party rights; rejection/deletion without liability possible; cancellation at Company’s discretion. 11.3 Client indemnifies Company against damages/costs arising from contravening materials contributed/approved by Client infringing Intellectual Property Rights or breaching confidentiality agreements/contracts. 11.4 Parties must notify each other promptly of claims related to above clauses. 11.5 Intellectual Property Rights vest in Company unless expressly stated otherwise; necessary documents/acts must be executed to ensure such rights vest in Company. 11.6 Intellectual Property Rights mentioned in Clause 11 may not be used/assigned/distributed/copied without separate written agreement unless specified otherwise.

CONFIDENTIALITY AND PERSONAL DATA

12. CONFIDENTIALITY AND PERSONAL DATA 12.1 Both parties must keep confidential technical/commercial know-how disclosed during Contract term; disclosure limited to relevant personnel subject to confidentiality obligations. 12.2 During Contract term and 5 years after expiration/termination thereof, Company will safeguard confidentiality of Client’s business/operational information designated as confidential with reasonable care equivalent to its own confidential information protection measures. 12.3 Obligations in Clause 12 do not apply to publicly available information unrelated to this agreement, pre-existing information without accompanying obligation of confidence, independently developed information, or information required by law. 12.4 During Contract term and 5 years after termination thereof, Client shall not disclose certain proprietary methodology/approach employed by Company in providing Services except to those with need-to-know basis within its organization. 12..5 Parties agree to comply with Data Protection Act 1998 obligations. 12..6 Client indemnifies Company against loss/costs resulting from processing personal data provided by Client in contravention of Data Protection Act 1998 or marketing laws.

TERM, TERMINATION AND ASSIGNMENT

13. TERM AND TERMINATION 13..1 Contract automatically renews annually unless either party provides written notice at least 30 days before current term expires. 13..2 Either party may terminate the Contract immediately upon written notice if: a) Material breach occurs with no remedy within 30 days after written notice; or b) Insolvency event affects the defaulting party (e.g., winding up petition/meeting/resolution). 13..3 Non-payment may result in termination without notice at Company’s discretion. 13..4 Upon termination, both parties must return exchanged materials promptly; failure may result in subsequent invoicing according to then-current terms without waiving termination rights.

FORCE MAJEURE

14. FORCE MAJEURE 14..1 Neither party shall be liable for Force Majeure Events affecting performance under Contract. 14..2 Party experiencing Force Majeure Event must promptly notify other party about event start/end dates. 14..3 If Force Majeure Event impedes performance for more than 6 months, either party may terminate the Contract without liability through written notice.

MISCELLANEOUS

15. MISCELLANEOUS 15..1 The Company reserves the right to modify/discontinue Services temporarily/permanently with/without notice; no liability except refunding prepaid sums for unprovided Services applies. 15..2 The Company retains freedom to provide its Services to third parties during/following provision to Client. 15..3 For 12 months following Contract termination:

• Client agrees not to employ/engage designated personnel working on Services;
• Non-solicitation applies between parties regarding designated personnel employment/engagement offers;
• Exceptions require prior written consent from both parties. 15..4 Failure to enforce/exercise rights under these Terms does not waive those rights unless expressly stated otherwise; subsequent enforcement/exercise remains available later. 15..5 If any Term is found illegal/invalid/unenforceable under applicable law but severable from remaining Terms, it shall be deemed omitted without affecting validity/enforceability of remaining Terms which continue binding on parties. 15..6 Valid alterations/variations require written agreement signed by authorized officers from both parties. 15..7 No third-party rights under Contract unless expressly provided. 15..8 Notices must be in writing addressed to Michael Lamb Agency LLC, P.O Box 8175, Manchester, CT, 06040, unless otherwise advised by Company.

• unless otherwise advised by Company.

ENTIRE AGREEMENT

The parties acknowledge that this Contract supersedes all prior agreements/arrangements (oral/written) between them regarding these Services unless expressly provided otherwise.

LAW AND JURISDICTION

17. LAW AND JURISDICTION 17..1 Parties must attempt dispute resolution through negotiation before taking legal action but retain the right to exercise other remedies available at any time during dispute resolution process, 17..2 Contract governed by United States law with exclusive jurisdiction in Connecticut courts.