SEO SERVICES AGREEMENT
Copyright © 2017
The following agreement (the “Agreement”) contains the complete terms and conditions that will apply between you (“Customer”) and SearchRPM Inc. (“SearchRPM Inc.”), a Texas corporation having a business office and address at 600 Congress Ave, 14 Floor, Austin, TX 78701 (company address), if all of the following conditions are met: (1) you read and agree to the terms and conditions of the Agreement and indicate your acceptance of the terms and conditions of the Agreement by your signature; (2) you fully and correctly submit all information requested of you in the following Order Form; and (3) you submit proper payment pursuant to Section 3, of this Agreement. This Agreement shall become effective on the date (the “Effective Date”) that payment is received and accepted by SearchRPM Inc.
SEARCHRPM INC. IS WILLING TO PROVIDE SEO SERVICES TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS HEREIN, SEARCHRPM INC. IS UNWILLING TO PROVIDE ANY SEO SERVICES. FOR QUESTIONS, PLEASE EMAIL PR@SEARCHRPM.COM.
WHEREAS, SearchRPM Inc. has developed, owns and markets proprietary, Internet-based, Technical, On-site and Link Outreach solutions and as part of SearchRPM Inc.’s search engine optimization (SEO) services on the Internet; and
WHEREAS, in conjunction with Customer's use of SearchRPM Inc.'s metrics and SEO solutions (listed above), Customer desires to engage SearchRPM Inc. to provide certain SEO services as described herein.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, SearchRPM Inc. and Customer agree as follows:
A. “Customer’s Content” means any and all material developed, purchased, or otherwise acquired by Customer that is published, made available or otherwise used in conjunction with Customer’s Web Site. Customer’s Content includes, but is not limited to, end user data collected by Customer, and information regarding merchandise or services sold by Customer through its Web Site.
B. “Customer's Web Site” means Customer’s Internet presence, identified by the domain name provided by Customer.
C.“SEO Services” means the search engine optimization services for Customer’s Web Site described in this Agreement. SEO Services do not include any programs or other services not specifically described herein.
D.“SearchRPM Inc.’s Content” means any and all material developed by SearchRPM Inc. and made available for use by Customer, including any designing of Customer’s Web Site, and templates prepared by SearchRPM Inc. for use by Customer.
2. SEO Services
A. Customer hereby approves SearchRPM Inc. to access Customer-owned Google Account, including access to Google Analytics, Search Console and other Customer-owned search engine marketing or other online accounts, as necessary, for the purpose of performing tasks as part of the SEO Services. Customer shall provide access information and passwords as needed and requested by SearchRPM Inc. from time to time.
B. As part of the SEO Services SearchRPM Inc. may "ghostwrite" certain articles on behalf of the Customer to be attributed to an individual within the Customer's organization (usually the owner) when published on Customer's blog and third party Web Sites. Customer authorizes SearchRPM Inc. to write and publish articles on his/her behalf on Customer's Web Site, blog and third party websites. This will be allowed unless customer chooses to publish content on their behalf, then SearchRPM Inc. is not responsible for delayed published content since this will be the client’s responsibility. Attribution will be in the form of an “About the Author” statement that appears after each article on the blog and other sites. With Customer input, SearchRPM Inc. will provide several variations of “About the Author” statements for approval, after which these statements can be modified by SearchRPM Inc. as needed to accommodate the inclusion of various keyword phrases. Customer has the option to approve or suggest changes to articles within 48 hours of completion. If Customer suggests modifications, changes will be implemented and the article will be published without further delay. If Customer does not respond within 48 business hours (Monday through Friday excluding Holidays), approval is assumed and the article will be published.
C. Customer acknowledges that SearchRPM Inc. will not be held responsible for delays in service caused by Customer's failure to provide necessary and requested information in a timely manner, including but not limited to approvals, login info and passwords, keywords, and other critical feedback. Such delays on the side of the Customer can seriously impair the SEO Services and negatively affect results.
D. SearchRPM Inc. is not liable for any loss of ranking or traffic. Further SearchRPM Inc. is not liable for any other changes or issues caused by other search engine optimization companies or by the Customer or any third party. Customer agrees to notify SearchRPM Inc. promptly if customer engages in any other SEO efforts or partners and/or hires another search engine optimization company during this contract term. SearchRPM Inc. does not guarantee any increase in traffic or sales. SearchRPM Inc. also does not guarantee any exact placement in any search engines. SearchRPM Inc. will apply commercially reasonable efforts to drive visitors to Customer's Web Site; however, Customer understands that (i) there is NO GUARANTEE on the number of conversions produced by visitors.
A. Fees. In consideration of the SEO Services, Customer will pay to SearchRPM Inc. all fees due according to the prices and terms listed in your selected services. All sales are final, and SearchRPM Inc. offers no partial or full refunds. Customer understands that there are no refunds in the event of early termination or any other reason whatsoever.
B. Change in Fees. The fees as expressed in your purchase are fixed for the initial term of this Agreement specified in Section 3.A above. Fees may be changed by SearchRPM Inc., in its sole discretion, in connection with any extension or renewal of this Agreement mutually agreed to by the parties.
C. Payment. Except to the extent otherwise provided in your purchased plan, SearchRPM Inc. will charge reoccurring accounts 30 days after the first initial purchase date. Onetime purchased plans are only charged once and no reoccurring billing will be applied. If a payment is returned or rejected by SearchRPM Inc.’s bank, or incurs additional costs for SearchRPM Inc. (e.g., bank fees) for any reason, then Customer shall pay a service fee of $50 and reimburse all such fees and costs incurred by SearchRPM Inc., and Customer shall be immediately deemed to be in default of this Agreement. Accounts not paid in full by the thirtieth day after SearchRPM Inc. submits its invoice may have their service interrupted or terminated, but any interruption does not relieve Customer from the obligation to pay all fees due to SearchRPM Inc., including the monthly account charge. Accounts and all amounts in default are subject to a late payment charge of 1.5% per month, or the maximum amount permitted by law, whichever is less, until fully paid. If Customer defaults, Customer agrees to pay SearchRPM Inc. its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights.
D. Taxes. All fees charged by SearchRPM Inc. for the SEO Services are exclusive of all taxes and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of SEO Services, all of which Customer will be responsible for and will pay in full, except for taxes based on SearchRPM Inc.’s net income. If SearchRPM Inc. is required to pay directly any such taxes, Customer will, upon receipt of SearchRPM Inc.’s invoice, promptly reimburse SearchRPM Inc. for any such taxes paid by SearchRPM Inc.
4. NO SUBLICENSE
Customer may not sublicense or resell the SEO Services or any of SearchRPM Inc.’s services to any third parties without the prior written permission of SearchRPM Inc. Any attempts to do so would be considered a material breach and grounds for termination of this Agreement.
5. USE OF CUSTOMER’S NAME AND TRADEMARKS
Customer hereby grants SearchRPM Inc. a non-exclusive right and license to use Customer’s name and such of Customer’s trade names, trademarks, and service marks (collectively, “Customer’s Marks”) as are listed on Customer’s Content or otherwise provided to SearchRPM Inc. in connection with this Agreement (a) on SearchRPM Inc.’s own web sites, (b) in printed and online advertising, publicity, directories, newsletters, and updates describing the SearchRPM Inc.’s clients and its services, and, (c) in applications reasonably necessary and ancillary to the foregoing. Customer may not use SearchRPM Inc.’s trade name, trademarks, and service marks (collectively, “SearchRPM Inc.’s Marks”) without first obtaining SearchRPM Inc.’s prior written approval.
6. TERM AND TERMINATION
A. Term. The term of this Agreement shall begin on the purchased plan date, and is a one time payment for a 30 day period unless terminated early in accordance with Section 6.B or 6.C below. Upon expiration or early termination of this Agreement, Customer understands that SearchRPM Inc. has no added responsibility to explain, edit, or change the SEO Services created or delivered.
B. Termination for Breach. Each party shall have the right to terminate this Agreement upon Fifteen (15) days prior written notice if the other party is in material breach of any term of this Agreement, including without limitation the payment of monies, and the breaching party fails to remedy such breach within the fifteen day notice period.
C. Early Termination by Customer. Customer may terminate this Agreement by submitting a cancellation request in writing to SearchRPM Inc. Following receipt of cancellation request by SearchRPM Inc., Customer shall continue paying for remainder of the SEO Services and at the end of such period this Agreement will automatically terminate and SearchRPM Inc. will have no further responsibility to provide any SEO Services, unless Customer reverses cancellation request in writing prior to the expiration of such period.
7. ACCEPTABLE USE POLICIES
8. CUSTOMER’S CONTENT
A. Ownership of Content. Customer acknowledges and agrees that (a) unless expressly stated elsewhere, SearchRPM Inc. has no proprietary, financial, or other interest in Customer’s Content; (b) SearchRPM Inc. does not, by virtue of offering or hosting Customer’s Content, edit, distribute, market, sublicense, publish, or otherwise provide Customer’s Content to end users; and (c) Customer is solely responsible for the information, data, graphics, text, quality, performance, and all other aspects of its Content. Customer warrants that it owns or has the right to use and offer the Content in connection with Customer’s Marks in the manner in which such Content is offered and will be offered by Customer during the term of this Agreement. In the course of providing the SEO Services, SearchRPM Inc. may make recommendations and suggest specific changes to multiple aspects of the text content of the Customer’s Web Site, including but not limited to product and service pages, home page, and other relevant content pages where alterations in text may impact results of the SEO Services. SearchRPM Inc. will implement such changes upon Customer approval whereupon Customer hereby warrants that it has the right to use and offer such content as if authored by the Customer.
B. Protection of Content. Customer acknowledges and agrees that Customer is solely responsible for ensuring the integrity of the Customer's Content. Although SearchRPM Inc. may provide data backup services, Customer understands that SearchRPM Inc. in no way is responsible for any damages resulting from the loss of Customer’s Content, regardless of the reason for such loss. Customer is solely responsible for backing up/archiving Customer’s Content.
9. SEARCHRPM INC.’S CONTENT
Upon payment in full for any and all fees charged for the development of SearchRPM Inc.’s Content provided as part of the SEO Services, SearchRPM Inc. hereby provides Customer with a non-exclusive, royalty-free, irrevocable, non-supported license to use SearchRPM Inc.’s Content as part of Customer’s Web Site.
Customer understands and specifically acknowledges that SearchRPM Inc. may, in its sole discretion, use some or all of the deliverables provided as part of the SEO Services (excluding Customer's Content) in the future in commercial projects for other clients. Nothing in this Agreement shall be construed to limit SearchRPM Inc.’s right to do so or to use any ideas or information general applicability retained in non-tangible form in the human memories of SearchRPM Inc.'s employees, contractors and agents. This provision is not intended to grant SearchRPM Inc. any license rights under any patents, copyrights or trademarks of Customer (or its licensors).
10. PROHIBITED PRACTICES
11. POINT OF CONTACT
Customer shall designate a single person (the "Point of Contact") with full authority to enter into agreements and make binding decisions on behalf of Customer. Customer agrees that SearchRPM Inc. may rely on representations made by Customer’s Point of Contact. Customer may change its Point of Contact at any time by giving written notice to SearchRPM Inc. in accordance with the notice provisions of this Agreement. SearchRPM Inc. is under no obligation to accept instructions from anyone other than the Point of Contact.
12. MUTUAL INDEMNIFICATION
Customer shall indemnify, defend and hold harmless SearchRPM Inc. from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys fees, arising from or relating to Customer's Web Site or Customer’s provision, approval for publishing, or an end user’s use, of Customer’s Content, or any act, error, or omission of Customer in connection therewith, including but not limited to matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property or other right; or violation of any applicable law.
Each party warrants and represents to the other party that it has the power and authority necessary to enter into and perform its responsibilities under this Agreement.
14. DISCLAIMER OF WARRANTIES
THE FOREGOING WARRANTIES ARE MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE SEO SERVICES AND ANY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
15. LIMITATION OF LIABILITY
SEARCHRPM INC. ASSUMES NO RESPONSIBILITY WITH RESPECT TO CUSTOMER’S OR ANY END USER’S USE OF THE CUSTOMER’S SITE OR SEO SERVICES AND SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS. EVEN IF SEARCHRPM INC. IS AWARE OF THE POSSIBILITY THEREOF. SEARCHRPM INC. SHALL IN NO EVENT BE LIABLE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY IT FROM CUSTOMER FOR THE SEO SERVICES DURING THE LAST 12-MONTH PERIOD.
16. NO ASSIGNMENT BY CUSTOMER
Customer may not assign this Agreement without the prior written consent of SearchRPM Inc., which SearchRPM Inc. may refuse in its sole discretion. Any attempt by Customer to assign this Agreement without prior written permission shall be deemed null and void. SearchRPM Inc. may assign this Agreement, which shall be effective upon written notice provided to Customer.
(i) Any notice or other communication (“Notice”) required or permitted under this Agreement shall be in writing and either delivered personally or sent by facsimile, overnight delivery, express mail, or certified or registered mail, postage prepaid, return receipt requested, to the address listed above in this Agreement, for SearchRPM Inc. or the address provided in the application form submitted with the payment for Customer; (ii) a Notice delivered personally shall be deemed given only if acknowledged in writing by the person to whom it is given. A Notice sent by facsimile shall be deemed given when transmitted, provided that confirmation of that transmission was received. A Notice sent by overnight delivery or express mail shall be deemed given twenty-four (24) hours after having been sent. A Notice that is sent by certified mail or registered mail shall be deemed given forty eight (48) hours after it is mailed. If any time period in this Agreement commences upon the delivery of Notice to any one or more parties, the time period shall commence only when all of the required Notices have been deemed given; (iii) either party may designate, by Notice to the other, substitute addresses, addressees or facsimile numbers for Notices, and thereafter, Notices are to be directed to those substitute addresses, addressees or facsimile numbers.
(i) The laws of the State of Texas shall govern the validity and construction of this Agreement and any dispute arising out of or relating to this Agreement, without regard to the principles of conflict of laws; (ii) THE PARTIES SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS, AND AGREE TO VENUE IN TRAVIS COUNTY, TEXAS; (iii) a ruling by any court that one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect shall not affect any other provision of this Agreement. Thereafter, this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had been amended to the extent necessary to be enforceable within the jurisdiction of the court making the ruling and to preserve the transactions originally contemplated by this Agreement to the greatest extent possible; (iv) the section and subsection headings have been included for convenience only, are not part of this Agreement and shall not be taken as an interpretation of any provision of this Agreement; (v) this Agreement may be amended, waived, changed, modified or discharged only by an agreement in writing signed by all of the parties; (vi) this Agreement supersedes all prior agreements and represents the entire understanding of the parties with respect to the subject matter hereof, and there are no representations, promises, warranties, covenants or understandings with respect thereto other than those contained in this Agreement. Without limiting the generality of the foregoing, it is expressly agreed that the terms of any purchase order issued by Customer with respect to the SEO Services provided under this Agreement shall not be applicable and that any acceptance of such purchase order by SearchRPM Inc. shall be for acknowledgment purposes only; (vii) failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of that term, covenant or condition or of any other term, covenant or condition of this Agreement. Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of that right or power at any other time; (viii) the remedies set forth in this Agreement are cumulative and are in addition to any other remedies allowed by law. Resort to one form of remedy shall not constitute a waiver of alternate remedies; (ix) wherever used in this Agreement, the singular shall include the plural, and the plural shall include the singular. The use of any gender, tense or conjugation shall include all genders, tenses and conjugations; (x) the parties are independent contractors and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership; and (xi) this Agreement is only between SearchRPM Inc. and Customer, and does not make any third-party a beneficiary of this Agreement, whether known or contemplated by either party. Further, this Agreement does not make Customer a third-party beneficiary of any agreement that SearchRPM Inc. may have with third parties, nor does this Agreement make SearchRPM Inc. a third-party beneficiary of any agreement that Customer may have with third parties.
By purchasing this SEO plan you agree to the terms of this agreement.