This Agreement (Agreement) is entered into by and between Dan Kurtz, a Florida Online Marketing Service Provider, (“Company”) and your company, as defined when information is submitted for initial invoicing.
In exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in accordance with the terms, conditions and covenants herein contained, the parties agree as follows:
Section 1: Scope of Work. Company will provide Client with Online Marketing Services (hereinafter referred to as“Online Marketing Services,” “Search Engine Marketing Services,” “Marketing Services,” “SEO,” or “SEM”) as described in this contract and defined below. Company will use specific tools, systems, methodologies, keywords, phrases, links, and various other services to improve the search engine ranking and/or positive online brand awareness of Client’s website(s) for relevant customers. (See “Section 4: Services Specifics” for specific service details)
Company’s marketing services are intended to serve two main purposes: 1) to provide the Client with increased exposure online, and 2) to drive targeted online traffic to the site. Various other services may be provided by Company. They are defined below in “Section 4: Service Specifics.”
1(a): Definitions. For purposes of this Agreement, the following terms are defined:
- “Online Marketing Services” means: any and all services, products, and/or actions for the purpose of improving online market position, online exposure, and online branding for Client.
- “SEO” or “Search Engine Optimization” means: all services performed on our off of any Client website or property meant to improve Client’s ranking, overall customer exposure, or branding in online search engine indexes, such as Google.
- “SEM” or “Search Engine Marketing” means: the same as “SEO” or “Search Engine Optimization” above.
- “Backlinks” means: inbound clickable link from other websites or web properties to Client’s website or web properties. These can come from countless sources.
- “Website” means: any digital property accessible via the internet, whether owned by client or not.
- “Search Engine Ranking” means the position of the Client’s website or other properties representing the Client on search engine result pages. The lower the ranking number, the better.
- “LongTail Search Terms” mean search terms that the Client is unlikely to suspect a customer might search for but that is still important. Company employs specific strategies to increase the likelihood of ranking for these terms, but it cannot guarantee ranking for any longtail term
- “Total Regular Monthly Fee” means the total payment amount that will be due from Client to Company for services each month under this Agreement.
Section 2: Term and Termination. The first required payment is due immediately, and services will begin on the same day the first payment is received. The final required payment is due 30 days prior to next monthly billing cycle (Final Required Payment Date). No early payment termination offer shall be extended to Client prior to the Final Payment Date, and all payments, including the first payment and final payment must be made in full by client.
All provisions of this Agreement, apart from those pertaining to required payment, remain in force indefinitely, even if service and payment cease.
Section 3: Invoices and Payments. The total regular fee for Online Marketing Services is listed on your initial invoice. Work will be invoiced for Month 1 effective immediately. Every thirty (30) days, the client will be automatically charged the regular fee of the project until Client submits request of cancellation. Company expressly disclaims any liability, loss or damage suffered by Client for Company’s refusal to perform or complete work due to Client’s failure or refusal to pay in full, in advance, for services.
Section 4: Service Specifics.
- Researching keywords and phrases to select appropriate, relevant search terms (as deemed appropriate by Company).
- Obtaining “back links” as needed from other related websites and directories in order to generate link popularity and traffic.
- Editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary.
- Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO, SEM, and online marketing purposes.
- Recommend, as required, sending requests to in-house content team for additional web pages or content for the purpose of “catching” keyword/phrase searches.
- Create traffic and ranking reports for Client’s website and any associated pages showing rankings in the major search engines.
Section 5: General Understandings. Client must acknowledge the following with respect to SEO, SEM, and allonline marketing services:
- All paid fees are nonrefundable.
- All fees, services, documents, recommendations, and reports are confidential.
- Company has no control over the policies of search engines or other online service providers with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory, online service provider, or search engine at any time at the sole discretion of the provider or directory.
- Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO or SEM. Should a listing be dropped during the SEO and SEM campaign and does not reappear within 30 days of campaign completion, Company will reoptimize the website/page based on the current policies of the search engine in question.
- Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO and SEM efforts. Company does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
- Company cannot be held responsible for changes in Client’s search engine ranking, online marketing success, or listing after the Service Conclusion Date has been passed, unless a new service Agreement is signed by Client and Company.
- Due to the unpredictability of the internet, Company does not, and cannot, guarantee any particular result. Nevertheless, Company will use its expertise and best efforts to increase Client’s web visibility and web presence. The majority of Company’s clients experience dramatic and favorable results.
Section 6: Limitation of Liability.
- LIMITATION OF LIABILITY. Client hereby forever releases, acquits and discharges Company and its agents,employees, subcontractors, representatives, subsidiaries, successors and assigns from any and all claims of liability, damage and the like whatsoever relating to or resulting from this Agreement. Client further agrees that any damages or loss whatsoever shall be limited to the contract price.
- Binding Arbitration. Notwithstanding an action in equity by Company, for any legal disputes that shall arisethat cannot be resolved informally between the Parties, the Parties agree to be subject to mandatory binding arbitration through the American Arbitration Association’s alternative dispute resolution process according to its Arbitration Rules for Commercial Disputes.
- Company is not responsible for changes made to the website by other parties that adversely affect the search engine rankings and/or the Client’s online marketing success.
- The Client guarantees any elements of text, graphics, photos, designs, trademarks, artwork or any intellectual property provided to Company for inclusion on the website or for use by Company for the purpose of website optimization are owned by the Client, or that the Client has received permission from the rightful owner(s) for such use. Client warrants that it will indemnify Company and hold Company harmless from and against all claims, actions, damages, liability, loss and costs associated with Company’s use of any intellectual property provided by Client.
- Company is not responsible for the Client overwriting SEO, SEM, and/or online marketing work to the Client’s site or other web properties. (e.g., Client/webmaster uploading over work already provided/optimized). Should Client conduct cause reversal of Company’s work, the Client will be charged an additional fee for reconstructing content, based on the hourly rate of $400 per hour. Notwithstanding any other provision of this Agreement, Company’s obligation to provide SEO, SEM, and/or online marketing services at no additional charge shall cease in the event that Client’s conduct overwrites the services provided. For example, if the client’s webmaster uploads content without consulting Company, which adversely affects Client’s website rankings in search engines or level of online marketing success, then Company’s obligation to provide online marketing services at no additional charge shall terminate. Work damaged by Client actions may be corrected at the hourly rate of $400.
Section 7: Law Governing and Exclusive Venue. This Agreement shall be deemed to have been entered into in Pinellas County, Florida on Effective Date. The venue for all questions concerning the validity, interpretation or performance of any term, provision, right or obligation of the parties hereto, on any legal theory, shall be the courts located in Pinellas County, Florida. THE PARTIES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY CLAIM, ACTIONS, PROCEEDING OR COUNTERCLAIM BY EITHER PARTY AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.
Section 8: Severability. If any provision of this Agreement is, for any reason, held invalid or illegal in any respect,such inability or illegality will not affect the validity of this Agreement itself and the following will be substituted for the affected provision: A valid and enforceable provision that most closely approximates the intent and economic effect of the invalid provision. If such provision cannot be amended so as to be valid and enforceable, then such provision is severable from this Agreement, and the remaining provisions of this Agreement will remain valid and enforceable.
Section 9: FORCE MAJEUR. Client acknowledges that Company is not responsible for, and shall not be liable for,any circumstances which arise that are out of Company’s control including, but not limited to, force majeure, equipment malfunction, civil disturbance, utility interruption, acts of God, unforeseen weather conditions, illness or injury.
Section 10: Entire Agreement. This Agreement constitutes the entire agreement between the parties with respectto the subject matter hereof, and supersedes any and all prior expressions, whether written or oral. No waivers, alterations, or modifications of this Agreement may be made unless in writing signed by both parties.
Section 11: Authority.The person negotiating and executing this Agreement on behalf of Client warrants that s/heis over eighteen years of age and has all required authority to legally bind the Client. Company may, but is not obligated to, require corporate resolutions or other written assurances of Client’s delegation of authority to the person executing this Agreement on its behalf. This Agreement shall be binding upon, and shall inure to the benefit of, all successors, assigns and beneficiaries of Client.
Section 12: Independence of Parties. The Parties are, and at all times remain, wholly independent of one another and nothing contained in this Agreement shall be construed in any way that could create, among other things, any agency, subsidiary, joint venture, landlord tenant or employment relationship between the Parties. This transaction has been entered into at arms length and after and upon due consideration of its merits, potential benefits and potential risks. Neither Party hereto shall have any right whatsoever to incur any liabilities or obligations on behalf of, or binding upon, the other party. The Parties specifically acknowledge and agree that neither shall have any power or authority to represent the other and that neither Party shall at any time represent orally or in writing to any person or corporation or other business entity that it has any right, power or authority not expressly granted by this Agreement.
Section 13: Agreement Execution: This agreement is immediately effective upon submission of first payment, and shall be considered agreed to once payment has been received.