TERMS AND CONDITIONS
2. SEO SERVICES. Seller agrees to provide Buyer with SEO Services as described in the Order Form and this Agreement. Seller is authorized to use the specific keywords and/or phases set forth in the Order Form for development, improving the ranking of, and/or positioning the contents of the Buyer’s URL(s) (as set forth in the Order Form) in search engines and/or directories. SEO Services are intended to provide the Buyer 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. The number of keywords is set forth in the Order Form.
Additional keyword purchases will require a separate Order Form.
- Submit Buyer’s pages to search engines and directories as set forth in the Order Form or this Agreement.
- Create positioning reports showing rankings in the major search engines and under which keywords.
3. PAYMENT POLICIES. ALL PAYMENTS MUST BE TIMELY MADE. ALL AMOUNTS PAYABLE UNDER THIS AGREEMENT ARE DENOMINATED IN U.S. DOLLARS. THE FEE(S) MUST BE RECEIVED PRIOR TO THE START OF ANY SEO SERVICES. THE BUYER AGREES THAT IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT OR THE ORDER FORM BY BUYER, ANY REFUNDS SHALL BE REDUCED BY AN AMOUNT BASED ON A PERCENTAGE OF WORK COMPLETED AS AND TO THE EXTENT PROVIDED IN THE ORDER FORM. THE BUYER FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO SELLER AS PROVIDED IN THE ORDER FORM. THE SELLER IS HEREBY AUTHORIZED TO DEDUCT ANY AMOUNTS REMAINING DUE FROM BUYER FROM ANY REFUNDS AND TO CHARGE BUYER’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY BUYER TO SELLER. BUYER FUTHER ACKNOWLEDGES AND AGREES THAT:
- Seller’s preferred method of payment is Credit Card.
- Buyer hereby grants Seller permission to charge Buyer’s credit card for any and all product or service.
- If Seller is unable to process a payment for Buyer’s plan, product or service by its due date, ALL WORK WILL STOP and ALL FEES PAID WILL BE NON-REFUNDABLE.
- If an account has been suspended for non-payment, it will only be reactivated upon payment of all overdue fees.
4. BUYER RESPONSIBILITIES. For the purposes of providing these services, Buyer agrees:
- To provide Seller with FTP access, Google Analytics, Admin Access, Server Login Access, CMS Access and all other applicable 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, for analysis of content and structure.
- Unlimited access to existing website traffic statistics for analysis and tracking purposes.
- To authorize Seller use of all Buyer’s logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by Seller for search engine positioning and optimization.
- That if Buyer’s web site(s) is light in textual content, Buyer will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Buyer agrees to provide content, for example 200 to 500 word “articles” about each of their keyword phrases and that content is Buyers content and in no way is copy right infringed. If Systems Technology International, Inc. is allowed to write content on behalf of Buyer, Buyer will not hold Systems Technology International, Inc, liable in any way.
5. SEARCH ENGINES. Selected search engine submissions include:
- Alta Vista
- All The Web
- Hot Bot
- *Top Major SE and SE names may change without notice
6. BUYER ACKNOWLEDGEMENTS. Buyer understands, acknowledges and agrees that:
- Seller 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. Buyer’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. Seller will resubmit those pages that have been dropped from the index.
- Some search engines and directories may take as long as three (3) to four (4) months Locally, six (6) to seven (7) months Nationally and eight (8) months or more Globally, after submission to list Buyer’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 listing will “reappear” without any additional submissions. Should the listing not reappear, Seller will re-submit the web site(s) based on the current policies of the search engine or directory in question.
- Some search engines and directories offer expedited listing services for a fee. Seller encourages Buyer to take advantage of these expedited services. Buyer is responsible for all expedited service fees unless otherwise noted in the Order Form.
- ALL FEES PAID ARE NON-REFUNDABLE.
7. WEB SITE CHANGES. Seller is not responsible for changes made to Buyer’s web site(s) by other parties that adversely affect the search engine or directory rankings of Buyer’s web site(s). If Buyer needs to move their website to a different server while STI is engaged in providing SEO Services for the Buyer, any delays caused by this move are not the responsibility of STI and STI will not be held liable for any delays caused by any server moves. STI will also not be liable for any delays in ranking caused by server moves. Any additional work resulting from a server move will be billed to the Buyer at the rate of $50.00 per hour accordingly.
8. ADDITIONAL SERVICES. Additional services not listed herein or in Order Form will be provided for up to $50.00 per hour. Seller is not responsible for Buyer’s overwriting SEO Services work to Buyer’s web site(s). Buyer will be charged an additional fee for re-constructing meta-tags, keywords, content, etc based on the hourly rate of up to $50.00 per hour.
9. INDEMNIFICATION. Buyer shall indemnify and hold harmless Seller (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 Seller as a result of any claim, judgment, or adjudication against Seller 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 Buyer to Seller (the “Buyer Content”), or (b) a claim that Seller’s use of the Buyer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Seller must: (i) give Buyer prompt written notice of a claim; and (ii) allow Buyer to control, and fully cooperate with Buyer in, the defense and all related negotiations.
10. DISCLAIMER OF ALL OTHER WARRANTIES. SELLER DOES NOT WARRANT THAT THE SEO SERVICES WILL MEET THE BUYER’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH BUYER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, SELLER 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.
11. LIMITED LIABILITY. SELLER’S LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RESULTING FROM THESE TERMS AND CONDITIONS OF SALE OR FROM ITS PERFORMANCE OR BREACH, OR IN CONNECTION WITH THE GOODS AND/OR FURNISHED HEREUNDER SHALL IN NO CASE EXCEED THE MONEY PAID BY BUYER FOR THE GOODS AND/OR SERVICES WHICH GIVES RISE TO THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING FROM CONTRACT, TORT OR NEGLIGENCE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF GOODWILL, LOSS OF DATA, OVERHEAD OR OTHER DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. BUYER REPRESENTATIONS. Buyer makes the following representations and warranties for the benefit of Seller:
a. Buyer represents to Seller and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Seller are owned by Buyer, or that Buyer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Seller and its subcontractors from any claim or suit arising from the use of such elements furnished by Buyer.
b. Buyer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Seller for inclusion on the website above are owned by Buyer, or that Buyer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Seller and its subcontractors from any liability or suit arising from the use of such elements.
c. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Buyer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Seller and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Buyer’s exercise of Internet electronic commerce.
13. 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. (v) Seller reserves the right to prioritize rank and competition of Buyer keywords ranking. 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, Seller and Buyer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of one (1) year from the effective date.
14. 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.
15. RELATIONSHIP OF PARTIES. Seller, 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. Buyer does not undertake by this Agreement, the Order Form or otherwise to perform any obligation of Seller, whether by regulation or contract. In no way is Seller to be construed as the agent or to be acting as the agent of Buyer in any respect, any other provisions of this Agreement notwithstanding.
16. NOTICE AND PAYMENT. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the addresses listed in the Order Form mailed by certified, registered or Express mail, return receipt requested. 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.
17. JURISDICTION/DISPUTES. This Agreement shall be governed in accordance with the laws of the State of Michigan. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Michigan 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.
18. 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.
19. ASSIGNABILITY. Buyer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Seller. Seller reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
20. 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.
21. 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.
22. INTEGRATION. This Agreement and the Order Form constitute the entire understanding of the Parties, and revokes and supersedes all prior agreements