This Search Engine Optimization and Reporting Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all Search Engine Optimization and Reporting Services (hereinafter collectively referred to as “SEO Services”) ordered by Client.
- Term and Termination – This Agreement shall be effective as of the time frame Client 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 Cahaba Digital, LLC (i) immediately if Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate with Cahaba Digital, LLC or hinders Cahaba Digital LLC’s ability to perform the SEO Services hereunder.
- SEO Services – Cahaba Digital, LLC agrees to provide Client with SEO Services as described in this Agreement and/or outlined in your Proposal. Cahaba Digital, LLC is authorized to use the specific keywords and/or phases provided by Client for development, improving the ranking of, and/or positioning the contents of the Client’s URL(s) in search engines and/or directories. SEO Services are intended to provide the Client 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.
- Recommend, as required, additional web pages or content for the purpose of trying to obtain keyword/phrase searches.
- Submit Client’s pages to search engines and directories as set forth in this Agreement and/or outlined in your Proposal.
- Modify the title tags, meta tags, content, HTML code, URLs and other on-page factors.
- Create positioning reports showing rankings in the major search engines and under which keywords. Reports have agreed upon terms outlined in the proposal.
- Fees; Limitations on Refunds and Cancellation Fees – Client agrees to pay Cahaba Digital, LLC any and all fee(s) as billed in accordance with this Agreement and/or outlined in your Proposal. The fee(s) must be received prior to the start of any SEO Services. The Client further agrees that, in the event of any termination of this agreement by client, no refunds shall be given under any circumstances whatsoever. The Client further agrees to pay upon cancellation the amount of any cancellation fees or other amounts due to Cahaba Digital, LLC as provided in the Agreement and/or outlined in the Proposal. Cahaba Digital, LLC is hereby authorized to charge client’s credit card account or other payment mechanism for any amounts owed from time to time by Client to Cahaba Digital, LLC.
Invoices. All invoices are payable within five (5) days of receipt, unless otherwise specified in the Proposal. A monthly service charge of 5 percent or $15, whichever is highest, is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Cahaba Digital, LLC reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.
- Client Responsibilities – For the purposes of providing these services, Client agrees:
- To provide Cahaba Digital, LLC with backend access to its websites for uploading new pages, and making changes for the purpose of SEO Services optimization or approval to go through a third party.
- To authorize Cahaba Digital, LLC use of all Client’s logos, trademarks, Website images, etc., for use in creating informational pages and any other uses as deemed necessary by Cahaba Digital, LLC for search engine positioning and optimization.
- That if Client’s website(s) is light in textual content, Client will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Client agrees to provide content, for example 200 to 500 word “articles” about each of their keyword phrases.
- Search Engines – Selected search engine submissions include:
- Yahoo
- Bing
- DuckDuckGo
- Client Acknowledgements – Client understands, acknowledges and agrees that:
- Cahaba Digital, LLC 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. Client’s website(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Cahaba Digital, LLC will resubmit those pages that have been dropped from the index.
- Some search engines and directories may take as long as two (2) to six (6) months, and in some cases longer, after submission to list the Client’s website(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, listings will “reappear” without any additional submissions. Cahaba Digital, LLC has no control over search engines and directories doing so and therefore is not liable for the impact(s) this could have. Should the listing not reappear, Cahaba Digital, LLC will re-submit the website(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. Cahaba Digital, LLC encourages Client to take advantage of these expedited services. Client is responsible for all expedited service fees.
- Website Changes – Cahaba Digital, LLC is not responsible for changes made to Client’s website(s) by other parties that adversely affect the search engine or directory rankings of Client’s website(s).
- Additional Services – Additional services not listed herein will be provided for a fee of $150.00 per hour. Cahaba Digital, LLC is not responsible for developing new content or writing new copy for Client. Client will be charged an additional fee for writing content, based on (i) the hourly rate of $150.00 per hour, (ii) the agreed upon rate as outlined in the Proposal, (ii) the per project fee as outlined in an additional Proposal.
- Indemnification – Client shall indemnify and hold harmless Cahaba Digital, LLC (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 Cahaba Digital, LLC as a result of any claim, judgment, or adjudication against Cahaba Digital, LLC 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 Client to Cahaba Digital, LLC (the “Client Content”), or (b) a claim that Cahaba Digital, LLC’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Cahaba Digital, LLC must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.
- Disclaimer of All Other Warranties – Cahaba Digital, LLC does not warrant that the seo services will meet the Client’s expectations or requirements. The entire risk as to the quality and performance is with Client. Except as otherwise specified in this agreement and/or outlined in the Proposal, Cahaba Digital, LLC 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 Cahaba Digital, LLC be liable to Client 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. Cahaba Digital, LLC 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.
- Client Representations – Client makes the following representations and warranties for the benefit of Cahaba Digital, LLC:
- Client represents to Cahaba Digital, LLC and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Cahaba Digital, LLC are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Cahaba Digital, LLC and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
- Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Cahaba Digital, LLC for inclusion on the website are owned by Client, or that Client 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 Cahaba Digital, LLC 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. Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Cahaba Digital, LLC and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’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, Cahaba Digital, LLC and Client 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.
- General
- Headings – The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
- 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 – Cahaba Digital, LLC, in rendering performance under this Agreement and/or as outlined in the Proposal, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of Cahaba Digital, LLC, whether by regulation or contract. In no way is Cahaba Digital, LLC to be construed as the agent or to be acting as the agent of Client 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 Alabama. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Alabama 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 – Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Cahaba Digital, LLC. Cahaba Digital, LLC 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 provison.
- Disputes – Client and Cahaba Digital, LLC 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 Jefferson County, Alabama 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 Alabama 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 Alabama 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 – By accepting the Proposal each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.