This Search Engine Optimization Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Customer”) and applies to the purchase of all Search Engine Optimization 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 BetterOptimized.com (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with BetterOptimized.com or hinders BetterOptimized.com’s ability to perform the SEO Services hereunder.
- SEO Services– BetterOptimized.com agrees to provide Customer with SEO Services as described in this Agreement. BetterOptimized.com 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 via off site backlinks which will be crawled and detected by search engine spider bots. The number of off-site backlinks for each keywords and website are determined at the sole discretion of BetterOptimized.com. SEO Services are intended to provide the Customer with preferential positioning in selected search engines and report results on an ongoing and timely basis depending on plan purchased by customer. SEO Services include (depending on plan):
- Research keywords and phrases to select appropriate, relevant search terms.
- Submit Customer’s pages to search engines and directories as set forth in this Agreement via off site backlinks which will be crawled and detected by search engine spider bots.
- Submit and create backlinks to appropriate customer website.
- Create positioning reports showing rankings in the major search engines and under which keywords.
- Pricing, Service Fees, Fees; Limitations on Refunds and Cancellation Fees–
- BetterOptimized.com reserves the right to increase or decrease any pricing at any time as they see fit without prior notice to Customers. If Customer has prepaid ahead for services, BetterOptimized.com will honor the agreed upon price until the end of prepaid time. BetterOptimized.com can continue to renew services to specific customers at a continued discount price as they see fit. If BetterOptimized.com no longer wishes to provide its customers with a rate below that of which it is currently offering other customers, BetterOptimized.com will notify said customers of price adjustments within 30 days or prior to the next renewal period.
- Customer agrees to pay BetterOptimized.com any and all service fee(s) as billed in accordance with this Agreement. The service 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 UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CUSTOMER FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO BETTEROPTIMIZED.COM AS PROVIDED IN THE AGREEMENT. BETTEROPTIMIZED.COM 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 BETTEROPTIMIZED.COM.
- Customer Responsibilities– For the purposes of providing these services, Customer agrees:
- To authorize BetterOptimized.com 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 BetterOptimized.com 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.
- Provide BetterOptimized.com with the necessary information needed to perform its service.
- Search Engines– Selected search engine submissions (via off site backlinks which will be crawled and detected by search engine spider bots) include:
- Customer Acknowledgements– Customer understands, acknowledges and agrees that:
- BetterOptimized.com 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.
- Some search engines and 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) via off site backlinks which will be crawled and detected by search engine spider bots. 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. BetterOptimized.com has no control over the actions of search engines. Due to the nature and complexity of search engines, BetterOptimized.com will not be held responsible if Customers rankings within any search engine fall or disappear.
- Some search engines and directories offer expedited listing services for a fee. BetterOptimized.com encourages Customer to take advantage of these expedited services. Customer is responsible for all expedited service fees.
- Web Site Changes– BetterOptimized.com 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 determined by BetterOptimized.com prior to service and will deliver such proposal to customer for approval before service begins. BetterOptimized.com is not responsible for developing new content or writing new copy for Customer. Customer will be charged an additional fee for writing content, based on the rate determined by BetterOptimized.com if customer wishes to receive such service.
- Indemnification– Customer shall indemnify and hold harmless BetterOptimized.com (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 BetterOptimized.com as a result of any claim, judgment, or adjudication against BetterOptimized.com 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 BetterOptimized.com (the “Customer Content”), or (b) a claim that BetterOptimized.com’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, BetterOptimized.com 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– BETTEROPTIMIZED.COM 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, BETTEROPTIMIZED.COM 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.
- Limited Liability– IN NO EVENT SHALL BETTEROPTIMIZED.COM BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. BETTEROPTIMIZED.COM MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
- Customer Representations– Customer makes the following representations and warranties for the benefit of BetterOptimized.com:
- Customer represents to BetterOptimized.com and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to BetterOptimized.com are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend BetterOptimized.com and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.
- Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to BetterOptimized.com for inclusion on the website above are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend BetterOptimized.com and its subcontractors from any liability or suit arising from the use of such elements.
- From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend BetterOptimized.com and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.
- Confidentiality– The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, BetterOptimized.com and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
- Force Majeure– Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
- Relationship of Parties– BetterOptimized.com, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Customer does not undertake by this Agreement, or otherwise, to perform any obligation of BetterOptimized.com, whether by regulation or contract. In no way is BetterOptimized.com to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding.
- Notice and Payment– Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered or Express mail, return receipt requested or by Federal Express. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
- Jurisdiction/Disputes– This Agreement shall be governed in accordance with the laws of the State of Minnesota. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Minnesota including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
- Agreement Binding on Successors– The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
- Assignability– Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of BetterOptimized.com. BetterOptimized.com depends on assigning subcontractors and reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
- Waiver– No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
- Severability– If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
- No Inference Against Author– No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
- Disputes– Customer and BetterOptimized.com agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Ramsey County, Minnesota and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Minnesota sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Minnesota or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.
- Read and Understood– Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
BetterOptimized.com (“BetterOptimized“) operates BetterOptimized.com and may operate other websites. It is BetterOptimized’s policy to respect your privacy regarding any information we may collect while operating our websites.
Like most website operators, BetterOptimized collects non-personally-identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. BetterOptimized’s purpose in collecting non-personally identifying information is to better understand how BetterOptimized’s visitors use its website. From time to time, BetterOptimized may release non-personally-identifying information in the aggregate, e.g., by publishing a report on trends in the usage of its website.
BetterOptimized also collects potentially personally-identifying information like Internet Protocol (IP) addresses for logged in users and for users leaving comments on BetterOptimized.com blogs/sites. BetterOptimized only discloses logged in user and commenter IP addresses under the same circumstances that it uses and discloses personally-identifying information as described below, except that commenter IP addresses and email addresses are visible and disclosed to the administrators of the blog/site where the comment was left.
Gathering of Personally-Identifying Information
Certain visitors to BetterOptimized’s websites choose to interact with BetterOptimized in ways that require BetterOptimized to gather personally-identifying information. The amount and type of information that BetterOptimized gathers depends on the nature of the interaction. For example, we ask visitors who sign up at BetterOptimized.com to provide a username and email address. Those who engage in transactions with BetterOptimized are asked to provide additional information, including as necessary the personal and financial information required to process those transactions. In each case, BetterOptimized collects such information only insofar as is necessary or appropriate to fulfill the purpose of the visitor’s interaction with BetterOptimized. BetterOptimized does not disclose personally-identifying information other than as described below. And visitors can always refuse to supply personally-identifying information, with the caveat that it may prevent them from engaging in certain website-related activities.
BetterOptimized may collect statistics about the behavior of visitors to its websites. BetterOptimized may display this information publicly or provide it to others. However, BetterOptimized does not disclose personally-identifying information other than as described below.
Protection of Certain Personally-Identifying Information
BetterOptimized discloses potentially personally-identifying and personally-identifying information only to those of its employees, contractors and affiliated organizations that (i) need to know that information in order to process it on BetterOptimized’s behalf or to provide services available at BetterOptimized’s websites, and (ii) that have agreed not to disclose it to others. Some of those employees, contractors and affiliated organizations may be located outside of your home country; by using BetterOptimized’s websites, you consent to the transfer of such information to them. BetterOptimized will not rent or sell potentially personally-identifying and personally-identifying information to anyone. Other than to its employees, contractors and affiliated organizations, as described above, BetterOptimized discloses potentially personally-identifying and personally-identifying information only in response to a subpoena, court order or other governmental request, or when BetterOptimized believes in good faith that disclosure is reasonably necessary to protect the property or rights of BetterOptimized, third parties or the public at large. If you are a registered user of an BetterOptimized website and have supplied your email address, BetterOptimized may occasionally send you an email to tell you about new features, solicit your feedback, or just keep you up to date with what’s going on with BetterOptimized and our products. If you send us a request (for example via email or via one of our feedback mechanisms), we reserve the right to publish it in order to help us clarify or respond to your request or to help us support other users. BetterOptimized takes all measures reasonably necessary to protect against the unauthorized access, use, alteration or destruction of potentially personally-identifying and personally-identifying information.
If BetterOptimized, or substantially all of its assets, were acquired, or in the unlikely event that BetterOptimized goes out of business or enters bankruptcy, user information would be one of the assets that is transferred or acquired by a third party. You acknowledge that such transfers may occur, and that any acquirer of BetterOptimized may continue to use your personal information as set forth in this policy.