Client Agreement

This Letter of Agreement (hereinafter “Letter”) details the rights, obligations and expectations of, by and for Jericho S. “J.S.” Wayne (hereinafter “Writer”) and Client (hereinafter “Client”) as they apply to content creation and Search Engine Optimization (hereinafter “SEO”) services provided by Writer on behalf and for the stated and intended benefit of Client and/or parties engaged by contract with Client. This Letter is intended as an evergreen document and shall remain in force until and unless Client and Writer terminate the Letter or agree to and jointly and severally execute a signed and dated Addendum to this Letter which alters the terms of same.

Work to be Executed

Writer hereby agrees to undertake such content creation Work orders (hereinafter “Work”) as the Client may direct, consistent with Writer’s skillset, including:

  1. Creation of long-form and short-form textual documents, “blurbs,” email, flyers and other private and social media communications intended to be viewed primarily or solely in an online, electronic or Internet environment, up to 3,500 words
  2. Appropriate SEO and inclusion of keywords, search terms, search strings and image accessibility captions (aka “alt text”) as directed by Client or personnel or processes controlled or directed by Client (i.e. computer programs and/or algorithm analyzing tools such as CORA, Page Optimizer Pro, CognitiveSEO, etc.), or as may be deemed necessary by Writer for readability or accessibility purposes.
  3. Provision of submission copies of such work in Google Docs and/or Microsoft Word .docx format at Client discretion
  4. ONE (1) reasonable revision of Work provided by Writer to Client at no additional charge
    1. A single revision consisting of up to 10% of the total word count of the original completed document shall be considered “reasonable”
    2. All revisions requiring substantial alteration or modification of more than 10% of the word count of the document shall be billed at Writer’s customary rate or as described in (7.7.1-2), whichever is higher and most applicable to the circumstances, regardless of how many revisions have been executed previously.
    3. Multiple revisions, regardless of size or content, shall be billed at Writer’s customary rate or as described in (7.7.1-2), whichever is higher and most applicable to the circumstances.
  5. Ongoing invoicing and tracking of Work time against Retainer balance using Google Sheets and/or Microsoft Excel .xlsx format at Client discretion
  6. All Work shall, to the best of Writer’s ability and availability for such work, be executed in the most expedient manner possible, which balances respect for the Client’s Retainer and Writer’s fiduciary responsibility to same with completed Work of which the Client or other associated parties may be justifiably proud. Writer agrees to complete such work:
    1.  before 9PM PST for work orders received before 12PM Monday through Thursday and before 6PM PST for Work received before 9AM PST on Friday, barring: 
      1. unusually complex, research-intensive, lengthy or SEO-intensive requirements 
      2. illness on the part of the Writer 
      3. physical unavailability of Writer (i.e. scheduled vacation time, previous outstanding Work, etc.) 
      4. other such complicating factors as may conveyed by Writer to Client in Writer’s own professional judgment, and 
    2. by 12PM PST the following business day for work orders received after 12:01PM PST Monday-Thursday or after 9:01AM PST Friday, except under such circumstances as outlined in the preceding clauses.
  7. Work transmitted AND expected by Client to be executed by Writer:
    1. Outside Writer’s normal business hours of 9am-9pm PST Monday-Thursday and 9am-6pm PST Friday
    2. On Saturday
    3. On Sunday
    4. On federal and other holidays observed by Writer, to include: 
      1. December 24th-January 2nd inclusive
      2. Memorial Day 
      3. 4th of July 
      4. Labor Day
      5. Halloween (In the event Halloween falls on a Saturday or Sunday, Writer shall take the nearest adjacent weekday as a long weekend.)
      6. Voting Day
      7. Thanksgiving
      8. Writer’s Birthday (December 15th ; in the event this day falls on a Saturday or Sunday, Writer shall take the nearest adjacent weekday as a long weekend.)
      9. December 24th-January 2nd inclusive, resuming work January 3rd
      10. Two floating holidays of Writer’s choice
    5. During designated rest or vacation times as communicated to Client in writing by Writer at least 3 business days prior to the start of such rest or vacation
    6. During family emergencies (i.e. illness or death in Writer’s or Writer’s intimate partner’s immediate family) or force majeur events
    7. Shall be billed against Retainer at
      1.  double the Writer’s customary hourly rate as Rush Work (1-4), or 
      2. triple Writer’s customary rate as Emergency Work (5-6), unless arrangements specific to the Work in question are made in advance and ratified by Writer and Client
    8. Writer agrees to provide three (3) business days’ advance notice of unavailability when and where possible. Injuries, illness and emergencies as detailed above shall be reported to Client in writing as quickly as is practical given the individual circumstances of same.
  8. Client is solely responsible for ensuring:
    1. Adequate funds remain in Retainer account at any given time to successfully complete all ordered Work as estimated by Writer
    2.  All information Writer may reasonably be expected to need to execute Work is gathered PRIOR TO initiating Work with Writer
    3. Client maintains reasonable and timely availability for consultation with Writer as necessary to complete Work
    4. Special, unusual or extraordinary processes Client requires Writer to execute or utilize in the creation of Work are clearly indicated and detailed in description of Work as provided to Writer at the time such Work is requested
    5. Client provides Writer adequate time and direction to perform Work to Writer’s expected and customary standards of excellence
    6. Client advises Writer as soon as practicable of any errors, inaccuracies or deficiencies in Work
    7. Writer is solely responsible for content Writer personally and directly creates. Writer shall not be held liable or responsible in any fashion for the outcome, readability or suitability of edits, alterations or amendments to Work not undertaken by Writer directly, nor any errors, inaccuracies or copy issues arising from same, under any circumstances. 
    8. Writer may and shall retain in perpetuity the right to preserve copies of Work produced at Client’s behest in Writer’s portfolio for purposes of affirmatively demonstrating to future Clients Writer’s knowledge, skill, capabilities and suitability for any given assignment. Writer shall make a good-faith effort to redact any information which may positively identify Client from such Work, unless such Work shall appear or be presented in a public forum, to include any public-facing website, social media outlet or publication without regard to the location, type or medium of such appearance or presentation.
    9. Client shall and will refrain from disparaging Writer or Writer’s personal or professional reputation or Writer’s services, in any manner whatsoever, in any public forum or medium, in perpetuity, except to the minimum necessary to resolve an intractable legal dispute within a court of competent jurisdiction.
    10. Protect and keep confidential any proprietary processes, information or trade secrets which Client may become privy to through any mechanism in the regular course of Writer executing Work for Client in perpetuity, except as may be required to comply with the letter of a properly written, served and executed subpoena or warrant by a court of competent jurisdiction or its officers.
    11. Client shall not attempt to penalize or punish Writer in any regard or manner for Writer’s lawful exercise of Writer’s Constitutional rights executed on Writer’s own time or through Writer’s own public-facing channels, except that Client may elect to dissolve and terminate any ongoing relationship with Writer at the culmination of the current Retainer cycle. Nothing in this clause shall override or be construed to override items (8, 9) above.
    12. Writer shall not be held liable for errors, omissions or delays in Work caused by Client failure to ensure these provisions are met in their totality inasmuch as they may or should be reasonably foreseeable by Client.
    13. Client shall, upon request and satisfactory completion of Work requested, provide Writer with a truthful review, recommendation or recap of Writer’s performance of services. Writer may and shall retain the right in perpetuity to utilize such review, recommendation or recap for purposes of seeking out further clientele or in Writer’s own marketing of Writer’s services.

Writer shall be responsible to:

  1. Execute such research, investigation or study as may be necessary to produce finished Work of the requisite quality stipulated by Client
  2. Faithfully execute Work to a standard commensurate with the reputation of Client or Client’s clientele, within the limits of Writer’s competence and capabilities
  3. At Client request, furnish Client with a good-faith written time estimate to complete Work. Such estimate shall incorporate all research, writing and editing time required and necessary to complete Work. Client acknowledges such estimate is only an approximation or “best educated guess” and that the final time required to properly and faithfully complete Work may be higher or lower than the initial estimate. In the former case, Writer agrees to advise Client as quickly as reasonably achievable of estimated increases exceeding one hour over original estimate and a detailed explanation of why such increase is necessary. 
  4. Advise Client promptly of any errors, omissions, emergencies or difficulties which may interfere with the timely execution of Writer’s duties vis-à-vis Client and Work, including but not limited to missing or erroneous information, potential conflicting information, potential or actual violations of State or Federal laws insofar as Writer understands them, and such illnesses or emergencies in Writer’s immediate family or own person as may interfere with timely and faithful completion of Work
  5. Refrain from disparaging Client or Client’s clientele, in any manner whatsoever, in any public forum or medium, in perpetuity, except to the minimum degree necessary to resolve an otherwise intractable legal dispute within a court of competent jurisdiction.
  6. Protect and keep confidential from any public or private party any proprietary processes, personal or business information or trade secrets of a private or nonpublic nature to which Writer may become privy through any mechanism in the course of executing Work for Client, except as may be required to comply with the letter of a properly written, served and executed subpoena or warrant by a court of competent jurisdiction or its officers or as provided in Client Responsibilities, Clauses 8 and 13.

Work NOT to be Executed

  1. Writer shall not be asked or expected to undertake, and reserves the right to refuse at Writer’s sole discretion, any and all Work which in Writer’s judgment:
    1. Could in any respect be construed, viewed or interpreted by a reasonable person of average intelligence and moral character as being, or offering the appearance of being:
      1. Racist
      2. Sexist
      3. Ableist
      4. Homophobic
      5. Transphobic
      6. Otherwise biased against or non-inclusive of any federally protected or minority class of human beings
      7. Defamatory against a person or group of people
      8. Offensive or obscene, as evaluated by Writer 
    2. Is of an intentionally or deliberately deceitful or perjurious nature
    3. Is of a nature or character which may expose Client or Writer and/or their interests and estates to legal claims, torts, actions or judgments of any sort
    4. Is in irredeemable conflict with Writer’s deeply held moral or ethical convictions, or which may give the appearance of such conflict should Writer’s involvement in creation of such Work become public knowledge, to the detriment of Writer’s reputation and the public assessment of Writer’s character
    5. Of an overtly criminal nature or which may appear or be construed as offering incitement, encouragement or provocation to criminal activity by other parties
  2. Beyond the scope of this Letter, including but not limited to:
    1. Intensive graphic design or manipulation requiring more than minor cosmetic retouching, cropping or flipping 
    2. CSS-HTML alterations to backend (i.e. non-public-facing) code or website architecture
    3. Database creation or administration
    4. CMS/CRM or associated creation or administration
    5. Website development of any kind
    6. Ghostwriting of Work with estimated length in excess of 3,500 words in total, or any Work described or characterized in any manner by client as a book, e-book, electronic book, novel, novella, nonfiction book or other designation signifying such long-form work. Additionally, Writer does and will not accept requests to ghostwrite fiction of any kind, regardless of length, content or intended audience.
    7. Any Work intended or characterized as intended to be submitted for a grade or course credit in an academic setting by any person or party other than Writer, such as “term paper,” “final essay,” “class project,” etc.
  3. Which Writer determines will or may require unusual or excessive skill, effort, research or study to properly execute, relative to Writer’s existing skill level at the time such Work is ordered
  4. Services listed in this section which are not otherwise expressly prohibited by its language or Writer discretion shall be negotiated, compensated and executed under their own Work-specific Letter terms, which shall be considered, compensated and managed as discrete and completely separate entities from this Letter and any Addendum or Retainer pursuant thereto.

Payment and Timekeeping

  1. Payment
    1. Writer shall provide services to Client as described and designated in this Letter for compensation on an Evergreen Retainer (herein “Retainer”) basis. 
    2.  Client shall furnish a minimum Retainer of $500 (Silver Tier), or 20 hours of Work time at $25 per Writer hour, prior to requesting or initiating any Work, EXCEPT when Writer offers special incentives, discounts or “flash” starter offers for new clients. Upon acceptance of such offer signified by paying the designated retainer, Client acknowledges and understands that further services shall be purchased at a minimum of Silver Tier. All other terms, conditions and limitations of this Letter shall remain in full force and effect, regardless of the minimum retainer requirements.
    3. Writer accepts payment through cash, PayPal or ACH to Writer’s checking account at Client’s discretion.
      1. Writer will not accept personal or business checks for any reason.
      2. Writer shall and will not initiate Work for Client until and unless entirety of Retainer funds is made fully available for Writer’s immediate use. 
      3. Client shall indemnify and hold harmless Writer for any delays or consequent damages suffered by Client arising from Writer’s refusal to initiate Work pending Retainer availability, without regard to the reason for such delay or by which entity such delay was occasioned provided such delay was not occasioned by Writer except as provided elsewhere in this Letter
      4. Writer shall make every good-faith effort to ensure Client Work is not unduly constrained or delayed for any reason which is or may reasonably be considered to be within Writer’s control.
    4. Client shall remit full payment of Retainer value in addition to any transaction fees or charges imposed by Client’s choice of Retainer payment options, if using options OTHER than are offered through Writer’s website. In the event Client fails to do so and such fees are deducted from final value of Retainer in Writer’s accounts, Writer shall deduct the value of the transaction fees from Client’s Retainer time balance, rounded to the nearest full hour as per Section III.b inclusive, with a one-hour minimum.
    5. Writer cannot and does not offer refunds on Retainers for any reason. Client’s sole remedy for issues arising from failure of Writer to execute Work ordered in accordance with the provisions of this Letter shall be a credit of one-half the original time Writer spent on disputed Work to Client’s Retainer balance as per Section III.b.3.1, subject to agreement by Writer that such remedy is warranted, reasonable and appropriate.
    6. Writer may from time to time offer or elect to discount or complete Work which is not charged against Retainer for reasons other than as described below. Such offers or elections shall be made at Writer’s sole discretion and judgment. Client agrees not to expect, request or demand any discount or “off the books” Work from Writer in any form or under any pretext whatsoever other than as described below, as remedy for an error in Work which is solely the responsibility of Writer.
    7. Client shall be responsible to furnish Writer an accurate IRS Form 1099 at the end of the tax year, for Writer’s records. 1099s may be sent through physical mail or Writer’s designated electronic mail account.
  2. Timekeeping
    1. Writer’s timekeeping for Work is inclusive of:
      1. Planning
      2. Research
      3. Writing
      4. Editing
      5. Any side tasks such as image sourcing or publishing content to a website, publisher or other online outlet directly which may be required to adequately prepare Work in an appealing manner for a live audience and to draw viewer attention to same.  
    2. Writer bills Retainer in full hours, according to the following hourly formula: 
      1. 0 to 29 minutes 59 seconds of working time = 0 hours
      2. 30 minutes 00 seconds to 59 minutes 59 seconds = 1 hour
    3. Client shall under no circumstances be billed in increments of less than full hours UNLESS:
      1. Client is dissatisfied with specific Work due to issues which unequivocally stem from Writer performance in accordance with the terms of this Letter, in such case Writer shall divide the total hours charged for such Work against Retainer by 2 and credit the resulting time to Client Retainer balance, even if this results in a balance including a half-hour.
      2. In Writer’s sole professional judgment and discretion, a facet of Work is technically challenging enough to warrant special billing which may cause conflict with this section, in which event such billing shall be executed in coordination and consultation with Client on a per-case basis.
    4. Writer reserves the right to bill Client Retainer balance at the rate of one hour for every two hours Client places Writer in an “on-hold” or “on-call” status during Writer’s customary working day, including but not limited to scenarios such as:
      1. Failing to provide Writer with information, feedback or crucial details which materially or unreasonably prevent Writer from proceeding with Work in a timely fashion, especially when Writer has already begun such Work
      2. Advising Writer of forthcoming Work in such a manner as to prohibit Writer undertaking other Work and subsequently failing to provide the essential information to permit Writer to begin said Work in a timely fashion
      3. Any circumstance or scenario in which Client knows or reasonably should know certain information will be needed by Writer and fails to produce same at the time of initiating Work request, or in which Client’s actions or lack thereof impose unduly, unreasonably or unnecessarily on Writer’s time with regards to Client Work
    5. Writer shall and will advise Client of Retainer balance:
      1. In an ongoing Google or Excel spreadsheet, updated at the end of Work or individual phase of Work as appropriate
      2. When Retainer reaches ½ of original total balance
      3. When Retainer reaches $200, regardless of original total balance
      4. When Retainer reaches $100
      5. At the end of each item of Work completed thereafter until Retainer balance reaches $0.
      6. Writer shall and will immediately terminate Work upon Retainer balance reaching $0 and release Work completed to that point to Client. 
      7. Writer shall and will not discuss, plan, accept or undertake further Work for Client, including Work in progress at time $0 balance was reached, regardless of completion status of said Work, until Retainer balance is replenished to a minimum of $500 in accordance with Section III.a. inclusive.  

By engaging Writer services through this website as described within Letter, Client agrees:

  • that this Letter fairly and accurately summarizes the extent and boundaries of the relationship between Client and Writer
  • that such relationship is acceptable to Client in its entirety;
  • that negotiation or discussion of terms included in this Letter or any current or future Addendum via Skype, email, telephone, text message or any other communication medium shall not be considered binding upon either party until and unless such formally ratified Addendum has been executed and appended to this Letter. This Letter and any Addendum thus executed shall constitute the whole Agreement between Client and Writer. Any Addendum which voids, negates or alters any portion of this Letter shall do so to the minimum possible level to ensure all remaining provisions retain maximum force, and indicate clearly and specifically which provisions are affected;
  • that such relationship as detailed in this Letter shall not be subject to Addendum until 180 calendar days after signature of the original Letter; 
  • that Client agrees to be bound by the terms of this Letter in their entirety, without reservation, until and unless:
    • Client and Writer agree upon Addendum which may alter the character of this relationship in any manner, or 
    • Client elects not to replenish Retainer upon conclusion of a given Retainer cycle, which shall signify termination and severance of the working relationship between Client and Writer until such time as Client and Writer initiate a new Letter of Agreement, or
    • Writer advises Client through electronic textual communications (email, SMS, Skype, etc.) that Writer intends to terminate and sever the working relationship between Writer and Client upon conclusion of the current Retainer cycle.

In the event of an intractable legal dispute or conflict which is not envisioned in this Letter and which cannot be amicably or reasonably resolved between Client and Writer in their own persons, the laws and courts of the State of Oregon and Multnomah County or such other State and county as Writer may reside in at a later time shall have sole and binding jurisdiction over such dispute. 

Client acknowledges that by engaging Writer services through this website or any other means, or signing or causing this Letter to be signed using handwritten, mechanical or digital means of any sort, Client signifies perpetual consent to and acceptance of the stated terms, provisions and limitations of this Letter in their entirety without reservation. Writer shall rely upon the execution of such signature in good faith and be fully indemnified and held harmless by Client for any harm, damage or losses resulting from such reliance.

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