This Search Engine Optimization and Reporting Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Customer”) and applies to the purchase of all Search Engine Optimization and Reporting Services (hereinafter collectively referred to as “SEO Services”) ordered by Customer.
Term and Termination – This Agreement shall be effective as of the time frame Customer signs up for SEO Services. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Ranking SEM (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Ranking SEM or hinders Ranking SEM’s ability to perform the SEO Services hereunder.
SEO Services – Ranking SEM agrees to provide Customer with SEO Services as described in this Agreement. Ranking SEM is authorized to use the specific keywords and/or phases provided by Customer for development, improving the ranking of, and/or positioning the contents of the Customer’s URL(s) in search engines and/or directories. SEO Services are intended to provide the Customer with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEO Services include:
Research keywords and phrases to select appropriate, relevant search terms.
Modify the title tags, meta tags, content, HTML code, URLs and other on-page factors.
Submit Customer’s pages to directories as set forth in this Agreement.
Write content to be published on third party sites including press releases, directories, blogs, and other topical website.
Create positioning reports showing rankings in the major search engines and under which keywords.
Fees; Limitations on Refunds and Cancellation Fees – Customer agrees to pay Ranking SEM any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any SEO Services. THE CUSTOMER FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY CUSTOMER, NO REFUNDS SHALL BE GIVEN DUE TO RANKING CHANGES ON SEARCH ENGINES. THE CUSTOMER FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO RANKING SEM AS PROVIDED IN THE AGREEMENT. RANKING SEM IS HEREBY AUTHORIZED TO CHARGE CUSTOMER’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CUSTOMER TO RANKING SEM.
Customer Responsibilities – For the purposes of providing these services, Customer agrees:
To provide Ranking SEM with FTP access to its web sites for uploading new pages, and making changes for the purpose of SEO Services optimization or approval to go through a third party. In absence of access Ranking SEM will provide customer with a detailed report outlining the edits recommended.
To authorize Ranking SEM use of all Customer’s logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by Ranking SEM for search engine positioning and optimization.
That if Customer’s web site(s) is light in textual content, Customer will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Customer agrees to provide content, for example 200 to 500 word “articles” about each of their keyword phrases.
Search Engines – Keyword tracking provided for Google and other search engines upon request
Customer Acknowledgements – Customer understands, acknowledges and agrees that:
Ranking SEM has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Customer’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Ranking SEM can not guarantee improved positions on search engines.
Some directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list Customer’s web site(s). Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often, listings will “reappear” without any additional submissions. Should the listing not reappear, Ranking SEM will re-submit the web site(s) based on the current policies of the search engine or directory in question.
Some directories offer expedited listing services for a fee. Ranking SEM encourages Customer to take advantage of these expedited services. Customer is responsible for all expedited service fees.
Web Site Changes – Ranking SEM is not responsible for changes made to Customer’s web site(s) by other parties that adversely affect the search engine or directory rankings of Customer’s web site(s).
Additional Services – Additional services not listed herein will be provided for a fee of $100.00 per hour. Ranking SEM is not responsible for revisions to new content or writing new copy for Customer.
Indemnification – Customer shall indemnify and hold harmless Ranking SEM (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Ranking SEM as a result of any claim, judgment, or adjudication against Ranking SEM related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Ranking SEM (the “Customer Content”), or (b) a claim that Ranking SEM’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Ranking SEM must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.
Disclaimer of All Other Warranties – RANKING SEM DOES NOT WARRANT THAT THE SEO SERVICES WILL MEET THE CUSTOMER’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, RANKING SEM PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.