Terms of Service
PRO WEB MARKETING SEO AGREEMENT
SEARCH ENGINE OPTIMIZATION AND REPORTING AGREEMENT
This Search Engine Optimization and Reporting Agreement (the "Agreement") is hereby entered into between Pro Web Marketing Inc. (hereinafter referred to as the "Company") and the party set forth in the related order form (the "Customer" or "you") incorporated herein by this reference (together with any subsequent order forms submitted by the Customer, the "Order Form") and applies to the purchase of all Search Engine Optimization and Reporting Services (hereinafter collectively referred to as "SEO Services") ordered by the Customer.
- SEO SERVICES. The Company agrees to provide the Customer with SEO Services as described in the Order Form and this Agreement. The Company is authorized to use the specific keywords and/or phrases set forth in the Order Form for development, improving the ranking of, and/or positioning the contents of the Customer's URL(s) (as set forth in the Order Form) 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 includes the following:
- Research keywords and phrases to select appropriate, relevant search terms. The number of keywords is submitted in the Order Form. Additional keyword purchases will require a separate Order Form;
- Submit Customer's pages to search engines and directories as more fully described in the Order Form or this Agreement; and
- Create positioning reports showing rankings in the major search engines and under which keywords.
- SEARCH ENGINES. The following are the selected search engine included in the submissions, but not limited to:
- Alta Vista
- All The Web
- Hot Bot
*Top Major SE and SE names may change without notice
- CUSTOMER RESPONSIBILITIES. For the purposes of providing these services, the Customer agrees:
- To provide the Company with an FTP access to its web sites for uploading new pages, and/or making changes for the purposes of SEO Services optimization or the approval to go through a third party;
- To authorize the Company to use of all the Customer's logos, trademarks, Web site images, etc, in order to create informational pages and/or to do any other changes deemed necessary by the Company for search engine positioning and optimization; and
- That if the Customer's web site(s) is light in textual content, the Customer will provide additional relevant text content in electronic format for the purpose of creating additional web pages. The Customer agrees to provide content to the Company, for example 200 to 500 word "articles" about each of their keyword phrases.
- CUSTOMER ACKNOWLEDGEMENTS. The Customer understands, acknowledges and agrees that:
- The Company 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. The 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. The Company will resubmit those pages that have been dropped from the index;
- Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, the Company does not guarantee a #1 position or a consistent top 10 position for any particular keyword, phrase or search term. However, if the Company fails to achieve 3 top 30 positions in the major search engine, after three (3) months the Company will start over with new “SEO” services at no cost for the Customer during the life of this agreement but will not do so after the work has been duly completed;
- The Company is not responsible of anything that could happen to the site after this Agreement ended. Your site could drop down the search engines or even disappeared;
- There’s no warranty on anything that could happen to the site after this Agreement ended;
- 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 the Customer's web site(s);
- Occasionally and without the Company’s control, search engines and directories could 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, the Company will re-submit the web site(s) based on the current policies of the search engine or directory in question but not after this Agreement is ended; and
- Some search engines and directories offer expedited listing services for a fee. The Company encourages the Customer to take advantages of these expedited services. However, the Customer is responsible for all expedited service fees unless otherwise noted in the Order Form.
- FEES, LIMITATIONS ON REFUNDS AND CANCELLATION FEES. The Customer agrees to pay the Company any and all fee(s) as stated in Order Form. The fee(s) must be received prior to the start of any SEO Services. The customer further agrees to reimbursed, should the Customer cancels this Agreement, any and all expenses paid by the Company, as well as all the chargeable time shall be paid by the Customer within ten (10) days of termination of the Agreement. Moreover, the Customer shall pay the Company a penalty of twenty-five percent (25%) of the total amount of this Agreement as a penalty.The customer further agrees to pay upon cancellation the amount of any cancellation fees or other amounts due to the company as provided in the order form. The Company is hereby authorized to deduct any amounts due from the Customer from any refunds and to charge the Customer's credit card account or other payment mechanism for any amounts owed from time to time by the Customer to the Company.
PAYMENT AND DEFAULT: The Customer shall pay the amount due in this Agreement or in the Order Form no later than the date specified on this Agreement. In the event that The Customer fails to pay the balance due, an interest fee of two percent (2%) per month for a maximum of twenty-four percent (24%) per year will be charged as an extra calculated on the outstanding amount due and from the dates established in the Agreement and Order Form. Should the Customer be in default to pay the balance due for more than thirty (30) days of the dates prescribed herein for payment, the Company will automatically send a second notice to the Customer to pay such balance. Should the Customer be in default to pay within the prescribed delay following the second notice, the Company may undertake appropriate legal procedures to collect the balance due and any costs, including, but not limited to, legal fees, and such fees incurred will be at the expense of the Customer.
- TERM AND TERMINATION. This Agreement shall be effective during the time frame set forth on the Order Form. This Agreement may be terminated by either party upon a thirty (30) days written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fail to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by the Company (i) immediately if the Customer fails to pay any fees hereunder; or (ii) if the Customer fails to cooperate with the Company or hinders the Company's ability to perform the SEO Services hereunder.
- WEB SITE CHANGES. The Company is not responsible for changes made to the Customer's web site(s) by other parties that adversely affect the search engine or directory rankings of the Customer's web site(s). If the Customer makes changes to its web site during the execution of the present Agreement that adversely affect or require modifications to work already completed or additional work, the Customer will be advised and such additional work shall be added to the price of the Agreement.
- ADDITIONAL SERVICES. Additional services not listed herein or in Order Form will be provided for up to $150.00 per hour. The Company is not responsible for the Customer's overwriting SEO Services work to the Customer's web site(s). The Customer will be charged an additional fee for re-constructing meta-tags, keywords, content, etc. based on the hourly rate of up to $150.00 per hour. Any further additions, not established in this Agreement or the Order Form, new operating condition changes, corrections relating to elements in the Agreement must be previously accepted by the Company and it will inform the Customer the required costs, if any, generated by these additions or modifications before performing additional work.
- INDEMNIFICATION. The Customer shall indemnify and hold harmless the Company (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 the Company as a result of any claim, judgment, or adjudication against the Company 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 the Customer to the Company (the "Customer Content"), or (b) a claim that the Company's use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, the Company must: (i) give the Customer prompt written notice of a claim; and (ii) allow the Customer to control, and fully cooperate with the Customer in, the defense and all related negotiations.
- LIMITED LIABILITY. In no event shall the company be liable to the 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. The company 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. The Customer makes the following representations and warranties for the benefit of the Company:
- 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, the Company and the 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 two (2) years from the date of termination of this Agreement.
- 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. The Company, 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. The Customer does not undertake by this Agreement, the Order Form or otherwise, to perform any obligation of the Company, whether by regulation or contract. In no way is the Company to be construed as the agent or to be acting as the agent of the 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 by hand, by courier or registered mail to the other designated party at the addresses listed in the Order Form 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.
- 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. The Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the Company. The Company reserves the right to assign subcontractors as needed to this project.
- 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.
- INTEGRATION. This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
- DISPUTES. The Customer and the Company 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 the city of Montreal. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the Canadian 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 Montreal 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 Quebec 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.
- JURISDICTION. This Agreement shall be governed in accordance with the Laws of Quebec. All disputes under this Agreement shall be resolved by litigation in the courts of Quebec 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.
READ AND UNDERSTOOD. Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
Contact Pro Web Marketing, Inc. Business Affairs
Pro Web Marketing, Inc. associates are the sole operator of the ProWebMarketing.ca Web site. If you would like to contact us for any reason regarding our privacy practices, please write us at the following address:
Pro Web Marketing, Inc.
654-1 Jean-Deslauriers, Suite #1
Boucherville, Quebec J4B 8N1