Last Updated November 16, 2017
Digital Marketing through Search Engine Optimization (SEO), Search Engine Marketing (SEM) though Pay Per Click Marketing (PPC), Amazon Optimization (AO),Social Media Optimization (SMO) or Retargeting (RT)
NOTE: BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED ONLINE THROUGH ADOBE E-SIGN WITH YOUR DIGITAL SIGNATURE AS PART OF THE ORDERING PROCESS OR SIGNING AN ORDER CONFIRMATION THAT REFERS TO THIS AGREEMENT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “MASTER SERVICE AGREEMENT”) . IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT SIGN THE PURCHASE ORDER, AND YOU WILL NOT BE ENROLLED INTO SEO BRAND’S SERVICES.
- Engagement. SEO Brand hereby offers you a nonexclusive engagement to provide the services described in the Purchase Order (or Proposal, as the case may be) (hereinafter “the Services”) and you by using the Services hereby accept this nonexclusive engagement, upon the terms and conditions set forth herein.
- Resource Allocation.
2a Deliverables listed in the Purchase Order or Proposal, represents the average work that will be done on a monthly basis. Depending on the specific monthly objectives, SEO Brand reserves itself the right to modify the allocation of certain resources so to shift them to specific projects (For example, shifting resources for one off-site article to blog posting).
2b. Web Development and service hours are provided as estimations of the time required and shall be invoiced based on the actual work hours expended. These estimations are provided for client’s budgeting convenience and, since precise estimates are difficult to anticipate, this estimate should not be construed as a firm quotation. In the event that there are client revisions to the specified task, every effort will be made to keep the client apprised of additional costs. Revision time will be billed at an hourly rate of $105.00 for design and meetings, SE), Reputation Management services, development and programming. SAP programming rate is $150 per hour and SEO Consulting rate is $250 per hour.
3a As compensation for the Services, You shall pay to SEO Brand the fees (“Fees”) according to the terms contained in the Purchase Order or Proposal, including, but not limited to, specific development fees, monthly services fees, as may be applicable as per the said Purchase Order or Proposal. Any media fees are strictly the responsibility of You.
3b Media Fees for Search Engine Marketing or Pay Per Click Marketing (SEM/PPC). YOU are responsible for paying all media fees directly to Google, Facebook, Bing or any other platform our campaigns are active on.
- Payment. All invoices are due and payable on the day this agreement is signed, in advance. SEO Brand shall charge a 1.50% monthly interest charge on any unpaid balances. Payment must be made by credit card, no exceptions and acceptance of this proposal authorizes SEO Brand to automatically charge the card on file every 30 days according to the term in section 7. No exceptions.
- Intellectual Property Rights and Transfer of Ownership.
5a) Non-Infringement of Intellectual Property. All Content, Pages, Text, Graphics Elements and Software Components that are provided by SEO Brand shall not infringe upon any third party Intellectual Property Right. All Content, Pages, Text, Graphics Elements as well as any other element of intellectual property provided by You to SEO Brand, as part of the present agreement shall not infringe upon any third party Intellectual Property Right.
5b) Transfer of Ownership. All developments, codes, and any other intellectual property created by SEO Brand specifically and solely for You, as explicitly and exhaustively described in the Purchase Order or Proposal attached hereto shall remain the exclusive property of SEO Brand until all fees and expenses relating to such development have been paid in full. Only upon full and final payment of the stipulated price and any applicable taxes shall ownership of the intellectual properly be transferred to you.
5c) Web Design, Development Intellectual Property. All the Intellectual Property Rights developed by SEO Brand or its sub-contractors specifically and solely for YOU for the completion of the developments, as explicitly and exhaustively described in the Purchase Order or Proposal, shall become the exclusive property of You upon the transfer of ownership to You.
5d) Domain Registration and Hosting. Any domain name registration and/or hosting which may be included in the Services shall be limited to the first year (12 months) only. Domain names may be transferred to the your registrar account of choice any time after all setup has been completed. SEO Brand shall not renew any domain registrations beyond the first year. Any hosting services will be maintained externally (not provided directly by SEO Brand) and all responsibility for maintaining such services is exclusively that of you.
5f) SEM/PPC/Retargeting Account Logins and Preservation of Proprietary Management Techniques. SEO Brand uses an exclusive proprietary technique to effectively manage media buying and retargeting campaigns. This technique shall remain at all times confidential and the sole property of SEO Brand. You understand and specifically agree that neither during this agreement nor after its termination or expiration shall this technique be disclosed to it and renounces to demand its disclosure whatever the reason it may invoke. Accordingly, the ownership of any accounts and their associated user names and passwords used by SEO Brand for the purpose of managing PPC/SEM (pay-per-click) campaigns and/or any other media-buying or retargeting campaigns for the benefit of You shall remain the exclusive property of SEO Brand at all times, during and after the termination or expiration of this agreement.
- Client’s Responsibilities.
6a) Contact Person. You shall provide an authorized single contact person through which all feedback and communication will flow. Such contact shall be responsive and cooperative throughout the project.
6b) Delay to provide information or approval. All content or information, or approval needed to complete any development, including but not limited to text and graphics, shall be provided to SEO Brand in a timely manner so as to avoid any undue delay in the completion of work being performed. Once approved by you, any item approved is considered to be final. More specifically, it is understood and agreed by You that any element submitted by SEO Brand to You for approval or comment shall be deemed approved by You if You does not reply to SEO Brand within seven (7) calendar days.
- Terms. This Agreement shall commence immediately upon execution. In addition to all specific fees for development as described in the Purchase Order or Proposal, all monthly services described in the said Purchase Order or Proposal are subject to a minimum monthly agreement, (such term shall herein be defined as the “Term” and listed in the Purchase Order) however, that this Agreement shall automatically renew for successive month to month terms unless and until terminated by either party upon written notice to the other party providing no less than thirty (30) days advanced notice prior to termination.
7a Early Termination. The termination of the Agreement shall not affect YOUR obligation to pay SEO Brand for all unpaid Invoices and/or Services. Early termination requests are subject to the explicit approval from SEO Brand. If approved there will be an early termination fee of 50% of the balance of this agreement at the time of early termination. All sales are final. No refunds.
- Independent Contractor. At all times during the Term of this Agreement, SEO Brand shall act as an independent contractor of You, SEO Brand does not represent YOU nor act as an agent, broker, or affiliate of You for any purpose. Moreover, it is expressly agreed by the parties that no agency, partnership or joint venture relationship is, or will be deemed to have been, created by this Agreement.
- No Authority. The parties have no authority, express, implied, or otherwise, to make representations or warranties of any kind to third parties regarding the nature and quality of the services offered by the other party; to make or accept offers on behalf of the other party; to bind the other party in any contract, obligation, commitment or otherwise; to incur expenses on behalf of the other party; to obligate the other party in any way whatsoever by reason of this Agreement; and shall abstain from all acts referred to in this Section.
- Disclosure of Confidential Information. The parties acknowledge that during the engagement, they may come to learn of the other party’s lists, prospective client lists, trade secrets, software, inventions, innovations, business plans, financial strategies, finances, and all other confidential or proprietary information with respect to the business and operations of the party and that these are valuable, special, and unique assets. Accordingly, each party agrees not to, at any time whatsoever either during or after the Term, disclose, directly or indirectly, to any person or entity, or use or authorize any person or entity to use, any confidential or proprietary information without prior written consent, including, without limitation, information as to the financial condition, results of operations, identities of customers or prospective customers, products or services under development, acquisition strategies or acquisitions under consideration, pricing or cost information, marketing strategies or any other information which could be reasonably regarded as confidential (collectively referred to as “Confidential Information”). However, the term “Confidential Information” does not include any information, which is or shall become generally available to the public through no action of one of the parties to this agreement.
- Indemnification. For and in consideration of the agreements contained herein, You hereby agree to indemnify each of SEO Brand, and its respective partners, members, managers, affiliates, directors, officers, employees, representatives and agents (each being an “Indemnified Party”), from, and agrees to defend and hold such Indemnified Party harmless against, any and all losses, liabilities, charges, damages, expenses and fees which may be asserted against such Indemnified Party arising out of, resulting from, or related in any way to a breach of any representation, warranty, covenant or agreement of YOU contained in or made pursuant to this Agreement, or any facts or circumstances constituting such a breach.
- Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when hand-delivered, sent by facsimile transmission (as long as receipt is acknowledged), or three business days after it has been mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the address for each party set forth on the signature page hereto, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that a notice of change of address shall be effective only upon receipt.
- Governing Law; Resolution of Disputes. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of The State of Florida, without regard to principles of choice of law or conflicts of law thereunder. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against either of the parties in front of the courts of the judicial district of Palm Beach County Florida, and each of the parties consents to the jurisdiction of such courts in any such action or proceeding and waives any objection to venue laid therein and are deemed to have elected domicile for the purpose of the present in the judicial district of Palm Beach County in the State of Florida. Process in any action or proceeding referred to in the preceding sentence may be served on either party anywhere in the world. In the event it shall become necessary for either party to take action of any type whatsoever to enforce the terms of this Agreement, the prevailing party shall be entitled to recover all attorneys’ fees, costs, and expenses, including all out of pocket expenses that are not taxable as costs, incurred in connection with any such action, including any negotiations, mediation, arbitration, litigation, and appeals.
- Modification to Terms. SEO Brand reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the Services. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
- Survival. All representations, covenants and warranties shall survive the execution of this Agreement, and Sections 5f, 9, 10, 13, and 16 shall survive termination of this Agreement.
- LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL SEO BRAND BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM FOR DAMAGES IS BASED, EVEN IF SEO BRAND HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT SHALL SEO BRAND’s LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE FEE.