The SEO Contractor | Terms of Service Agreement

SEO & Website Terms

Please read carefully all of these terms and conditions, the terms of the above policies, and each of the other terms and agreements that apply to you.

We may revise these terms and conditions and any of the other terms, agreements, or policies from time to time. The revised version will be effective at the time we post it, unless otherwise noted. If our changes reduce your rights or increase your responsibilities, we will provide notice of such changes in accordance with the terms of the user agreement.

By continuing to use our services after any changes to these terms and conditions, you agree to abide and be bound by those changes. If you do not agree with any changes to these terms and conditions, you may cancel your monthly service.

TERMS OF AGREEMENT - SEO Campaigns/Website Design

Last Revised: January 01, 2023

DEFINITIONS

Agreement means the Project Agreement or Project Proposal, Terms and Conditions and any other attached documents.

Project means the scope and purpose of the Client’s identified usage of the work product as described in the Project Proposal.

Services means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Project Proposal.

Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.

Deliverables means the services and work product specified in the Project Proposal to be delivered by Designer to Client.

Client Content means all materials, writing, images or other creative content provided by Client used in preparing or creating the Deliverables.

Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography, content writing, and reporting.

Designer Tools means all design tools developed and/or used by Designer in performing the Services, including pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

DESIGNER SERVICES

Designer shall perform the services listed the Scope of Work according to the Work Plan and Milestones schedule.

COMPENSATION

Fees. Client agrees to pay Designer the fees listed in the Project Agreement, including all applicable taxes.

Expenses: Client will pay Designer expenses, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus Designers standard markup of 150%; (b) Travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval.

Additional Costs: Pricing in the Project Proposal includes Designer fees and hosting, maintenance, and support fees. Any other costs, art licensing, photography, video production, printing, and design services not listed in the Agreement will be billed to Client.

Hosting Final Deliverables: Designer will host the Final Deliverables on Designers web space while the Project is under construction. If the Final Deliverables are not completed by the completion date listed in the Project Proposal, and the delay is not caused by Designer, Client agrees to pay Designer $99 plus applicable taxes per month for hosting, maintenance, and support until the Final Deliverables are moved to Clients server. Client does not have to move Final Deliverables to their own server if they wish to keep website on Designers web space by continuing to pay Designer the associated fee for hosting, maintenance, and support.

PAYMENT

Payment Schedule: Initial payment is due before Designer begins the work listed in the Plan and Milestones schedule. Beginning month two the hosting, maintenance, and support payment will process automatically on a never-ending subscription plan which is cancelable anytime after the Project has been Delivered.

LATE PAYMENT

Late Fee: A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances.

Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances.

Collection Expenses: Client shall pay all collection or legal fees caused by late payments.

Withholding Delivery: Designer may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.

Withholding License: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.

Reprocessing Fee: A service fee of $35 is payable on all skipped monthly subscription payments that have to be reprocessed internally.

DELAYS

Designer Delays: Designer shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. Designer may extend the due date for any Deliverable at anytime.

Client Delays: Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.

General Delays: Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.

EVALUATION AND ACCEPTANCE

Testing: Designer will test and correct Deliverables using commercially reasonable efforts before providing Deliverables to Client.

Approval Periods: Client shall, within seven business days after receiving each Deliverable, notify Designer in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Designer shall, within fourteen business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within seven business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after twenty corrections by Designer, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.

CLIENT RESPONSIBILITIES

Client acknowledges that it is responsible for performing the following in a reasonable and timely manner: (a) Provide Client Content in a form suitable for use in the Deliverables without further preparation by Designer, unless otherwise specified in the Project Proposal; (b) Proofread all Deliverables. Client will be charged for correcting errors after the acceptance of any Deliverable; (c) Make decisions regarding other parties.

ACCREDITATION AND PROMOTION

Accreditation: Designer shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Designer in the Deliverables on each page of the Final Deliverables.

Promotion: Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.

CONFIDENTIAL INFORMATION

Client’s "Confidential Information" includes information that Designer should reasonably believe to be confidential. Designer's "Confidential Information" includes the source code of any Designer Tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement.

Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure

RELATIONSHIP OF THE PARTIES

Independent Contractor: Designer is an independent contractor. Designer shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Designer and the work product or Deliverables prepared by Designer shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

Design Agents. Designer shall be allowed to use third party’s as independent contractors in connection with the Services (“Design Agents”). Designer shall remain fully responsible for Design Agents’ compliance with this Agreement.

No Exclusivity. This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer.

REPRESENTATIONS AND WARRANTIES

By Client. Client represents and warrants to Designer that: (a) To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party; (b) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; (c) Client will obtain all necessary and appropriate rights and licenses to grant license to Designer to use Third Party Materials.

By Designer: Designer represents and warranty to Client that: (a) Designer will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) Designer shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Designer Tools, sufficient for Designer to grant the intellectual property rights provided in this Agreement; (c) To the best of Designer’s knowledge, the Deliverables will not violate the rights of any third parties; (d) If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Designer shall be void.

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, DESIGNER MAKES NO WARRANTIES WHATSOEVER. DESIGNER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.

INDEMNIFICATION AND LIABILITY

By Client: Client shall indemnify Designer from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Designer shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.

By Developer: In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Designer may at its own expense, replace any infringing content with non-infringing content.

Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF DESIGNER. IN NO EVENT SHALL DESIGNER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

TERM AND TERMINATION

Term: This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.

Termination for Cause: Either party may terminate this agreement at any time, on three days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that three day period.

Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.

Termination by Mutual Agreement: This agreement my be terminated by the mutual agreement of the parties.

Termination for Convenience: Either party may terminate this agreement at any time and for any reason on three days prior written notice to the other party. If Client terminates the Agreement under this section, Designer shall, at Clients reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.

Termination Fees: In the event of termination, Client shall pay Designer for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.

Intellectual Property: If Client terminates and on full payment of compensation, Designer grants Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by Client as of the date of termination.

Confidential Information: On expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) all rights and obligations regarding Confidential Information shall survive.

RIGHTS TO FINAL ART

License: Designer grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.

Liquidation for unlicensed use: Additional use of any Deliverables by Client outside the scope of the license granted above requires additional fees. Designer shall be entitled to further compensation equal to (50%) percent of the total original Project fee unless otherwise agreed in writing by both parties. In the event of non-payment, Designer shall be entitled to pursue all remedies under law and equity.

RIGHTS TO DELIVERABLES OTHER THAN FINAL ART

Client Content: Client Content is the exclusive property of the Client. Client grants Designer a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Designer’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

Preliminary Works. Designer retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Designer within thirty (30) days of completion of the Services.

Designer Tools. All Designer Tools are and shall remain the exclusive property of Designer. Designer grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project.

SUPPORT SERVICES

Warranty Period. During the first month following acceptance of this Agreement, Designer shall provide up to three hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Designers standard rate.

Maintenance Period. After the Warranty Period expires and at Client’s option, Designer will provide Support Services continuously month to month for Designer’s monthly fees of $99 per month.

No Enhancements: The services in the Warranty Period and the Maintenance Period do not include enhancements to the Project or other services outside the scope of the Proposal.

ENHANCEMENTS

During the Maintenance Period, Client may request that Designer develop enhancements to the Deliverables. Designer shall exercise commercially reasonable efforts to prioritize Designer’s resources to create such enhancements. Client understands Designer may have preexisting obligations that may delay requested enhancements. Designer shall provide any enhancements shall be provided on a time and materials basis at Designers standard rate.

Alterations. Alteration of any Deliverable is prohibited without the express permission of Designer. Designer will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.

DISPUTE RESOLUTION

Negotiation: Parties agree to attempt to resolve any dispute by negotiation between the parties.

Arbitration/Mediation: If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.

Litigation: In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Texas. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.

Attorney Fees: The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.

GENERAL

Modification/Waiver: Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

Notices. All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt.

No Assignment. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.

Governing Law. This Agreement shall be governed by the law of Texas.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.

Headings: Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect.

Complete Agreement: This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.

PayPal Terms

TERMS OF AGREEMENT - Pay Per Click Campaigns

Last Revised: October 19, 2022

This agreement is made at the time of purchase between The SEO Contractor and your company (“The Client”).

Recitals

The SEO Contractor has expertise and experience in the development and management of PPC Search Engine Campaigns in Google Adwords and Bing Ads. B. Client desires to have The SEO Contractor develop and deploy PPC Search Engine Campaigns as outlined in Document A, attached herein (the “Development”).

Agreements

In consideration of the mutual covenants set forth in this Agreement, The SEO Contractor and the Client hereby agree as follows:

Development of PPC Campaign and Optimization Services. The SEO Contractor agrees to install, create, develop, manage, and employ custom PPC Advertising tactics.
Specifications. The SEO Contractor agrees to develop the PPC Campaign pursuant to the Specifications set forth in Document A.
Delivery Dates and Milestones. The SEO Contractor will use reasonable rigor in the process and development of the PPC Campaign in Google Adwords and Bing Ads. The SEO Contractor will also make an endeavour to deliver reports to the client on all milestones and alerts on a bi-weekly basis. Client acknowledges, however, that this delivery deadline and the other payment milestones are estimates, and are not required delivery dates. The SEO Contractor will retain all documents, source code, keyword lists and other assets employed or created for client during the time of this agreement’s validity. The client will receive only the output formats of The SEO Contractor’s work where applicable. The output is to be used only within the scope of the project as outlined in Document A. The client shall retain all of its intellectual property rights in any text, images or other components it owns and delivers to The SEO Contractor for use in the PPC Campaign and Strategy created under this Agreement.
Services Provided. PPC Campaign and Optimization services are intended to provide the client with preferential positioning in selected paid search engine inclusion and report results on an ongoing and timely basis. Some of the PPC Campaign and Optimization tactics include:

4.1 PPC Keyword Selection Services.

The SEO Contractor will manage a list of keywords and phrases relevant to client’s desired search terms based upon

Research conducted by The SEO Contractor.
Client-provided analytics and metrics for particular terms or phrases.
Competitive analysis of keyword terms currently in market use.

4.2 PPC Campaign Components, Implementation, Ongoing Research and Reporting Services.

Advertising Copy. The SEO Contractor shall write an advertising copy that is designed to drive (although not guarantee) high quality traffic to client website(s) based upon the various keywords identified and selected in section 4.1. Click-through rates shall be tracked and copywriting shall be adjusted based on these reports.

Campaign Budgeting. The SEO Contractor and the client shall agree upon an initial budget for all PPC efforts prior to beginning to the campaign.

Campaign Creation and Implementation. The SEO Contractor shall set up independent PPC accounts in client name with all of the agreed-upon PPC Advertising Networks. The account shall also be subject to the agreed-upon budgets.The SEO Contractor shall create various campaigns (or one if depending on the number of websites and products being promoted) with varying advertising copy, keywords and demographic targeting based on The SEO Contractor’s research. Campaigns may differ in copywriting and keyword usage based upon the individual PPC advertiser.

If necessary, The SEO Contractor may create special Web Pages (“landing pages”) to which all click-through actions. Creative services rendered under this Agreement may be subject to separate Web Design and Development fees and terms and conditions.

Monitoring and Reporting. The SEO Contractor shall monitor and manage client’s PPC campaign and monitor CPC (cost per click) rates. Bids shall may be adjusted in order to maximize high quality traffic. Non-performing keywords may be removed from the PPC campaign based on the results of this reporting. Reports shall be provided to client on a bi-weekly basis or, depending on the status of the campaign, monthly.

4.3 ROI and Conversion Tracking Software.

In the event that it is deemed necessary and vital to install ROI tracking or other metric measurement software, The SEO Contractor will monitor and configure software packages. The SEO Contractor shall not be responsible for keeping copies, back-ups or any other form of the Software after turning over the original copies to client. The SEO Contractor will not maintain the Installation, updates, or any daily tasks required for the maintenance of the Software under this Agreement.

The SEO Contractor will not manage or maintain copies of licenses for any of the software packages or installations under this Agreement. All licenses for software installations will be turned over to client upon execution of this Agreement.

4.4 Service Disclaimers.

The Client acknowledges the following with respect to services:

The SEO Contractor accepts absolutely no responsibility for policies of PPC Advertising Networks (Google Adwords, Bing Ads, 7Search, etcetera), third-party search engines, directories or other web sites that The SEO Contractor may or may not submit to with respect to the classification or type of content it accepts, whether now or in the future. The Client’s web site or content may be excluded or banned from any Third-Party Resource at any time. The Client also agrees not to hold The SEO Contractor responsible for any liability or actions taken by Third-Party Resources under this Agreement.
The Client acknowledges that the nature of many The SEO Contractor’s resources may employed under this Agreement are competitive in nature. The SEO Contractor does not guarantee position, consistent positioning, or specific placement for any particular PPC keyword, phrase or search term. The Client acknowledges that The SEO Contractor’s past performance is not indicative of any future results that The Client may experience.
The Client acknowledges that PPC Advertising may be subject to the individual advertising network’s policies and procedures. Each edit or change made to any resources employed by The SEO Contractor may repeat these inclusion times.
The Client acknowledges that any of the PPC advertising networks, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.
The Client acknowledges that PPC advertising networks or search engines may drop listings from its database for no apparent or predictable reason. The SEO Contractor shall re-submit resources to the search engine based on the current policies of the search engine in question and whether pay inclusion programs are being used.
The SEO Contractor will make an endeavour to make every effort to keep client informed of any changes that The SEO Contractor is made aware of that impact any of the PPC Campaign and Strategy and the execution thereof under this Agreement. The Client acknowledges that The SEO Contractor may not become aware of changes to third-party resources, industry changes or any other changes that may or may not affect PPC campaign.
The Client’s advertising; its availability or availability related to the funds in the the Client’s account. The Client is solely responsible for all advertising fees and must maintain adequate funds in any third-party accounts in order to maintain inclusion in these resources.

5. Compensation.

For all of The SEO Contractor’s services under this Agreement, the Client shall compensate The SEO Contractor, in cash or through other payment methods, pursuant to the terms of Exhibit A attached hereto. In the event client fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, The SEO Contractor has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove equipment, software, services or resources owned by The SEO Contractor, whether leased to client by The SEO Contractor or not and any The SEO Contractor personnel or staff from client location(s), or (3) bring legal action.

6. Confidentiality.

Client and The SEO Contractor acknowledge and agree that the Specifications and all other documents and information related to the development of PPC Campaign (the “Confidential Information”) will constitute valuable trade secrets of The SEO Contractor. Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without The SEO Contractor’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

7. Limited Warranty and Limitation on Damages.

Client waives any warranty, express or implied. Client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to The SEO Contractor as set forth in Exhibit A attached hereto.

8. Independent Contractor.

The SEO Contractor shall be retained as independent contractor. The SEO Contractor will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Client will not withhold or pay any income tax, social security tax, or any other payroll taxes on The SEO Contractor’s behalf. The SEO Contractor understands that it will not be entitled to any fringe benefits that client provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.

9. Equipment.

Client agrees to make available to The SEO Contractor, for The SEO Contractor’s use in performing the services required by this Agreement, such items of hardware and software as client and The SEO Contractor agree are reasonably necessary for such purpose. Client agrees to make available any access to services deemed necessary by The SEO Contractor to fulfill its obligations under this Agreement.

10. General Provisions.

10.1 Entire Agreement.

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

10.2 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the state of Illinois. Exclusive jurisdiction and venue shall be in the State of Illinois.

10.3 Binding Effect.

This Agreement shall be binding upon and inure to the benefit of client and The SEO Contractor and their respective successors and assigns, provided that The SEO Contractor may not assign any of its obligations under this Agreement without client’s prior written consent.

10.4 Waiver.

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

10.5 Good Faith.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

10.6 No Right to Assign.

Client has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of The SEO Contractor, which consent can be withheld for any reason.

10.7 Right to Remove Resources.

In the event client fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, The SEO Contractor has the right to remove any PPC campaign under The SEO Contractor control until payment is paid in full, plus accrued late charges of 2% per month.

10.8 Indemnification.

Client warrants that everything it provides The SEO Contractor to employ in the PPC campaign is legally owned or licensed to client. Client agrees to indemnify and hold The SEO Contractor harmless from any and all claims brought by any third party relating to any aspect of the PPC campaign, including but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by client’s products/services, material supplied by client, copyright infringement, and defective products sold via the PPC campaign. Client agrees to indemnify The SEO Contractor from responsibility for problems/disruptions caused by third-party services that client may use, such as merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing and other services that relate to the ownership and operation of the PPC campaign.

10.9 Use of Material for Promotional Purposes.

Client grants The SEO Contractor the right to use its work in producing the PPC campaign for promotional purposes and/or to cross-link it with other advertising developed by The SEO Contractor. Client grants The SEO Contractor the right to list, reference or otherwise identify client as a client of The SEO Contractor in The SEO Contractor’s advertising and marketing.

10.10 No Responsibility for Loss.

The SEO Contractor will have no responsibility for any third party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed for the PPC campaign. The SEO Contractor is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the PPC campaign under this Agreement.

10.11 Right to Make Derivative Works.

The SEO Contractor will have the exclusive rights in making any derivative works from any of its work, practices, coding, programming or other work in regards to the PPC campaign.

10.12 Attorney’s Fees.

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.

10.13 Identification of The SEO Contractor.

Client agrees that The SEO Contractor identification may be annotated, and remain within the code or on the web site as the authors. client also agrees to put The SEO Contractor’s copyright notices on the PPC campaign reports and the relevant content therein.

10.14 Transfer of Rights.

In the event The SEO Contractor is unable to continue maintenance of the PPC campaign services, non-exclusive rights to the PPC campaign will be granted to client. Transfer of Rights does not apply to non-transferable third-party licenses and proprietary material owned by the developers.

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