Search Engine Optimization and Reporting Agreement

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You (hereinafter referred to as “you” or “Credit Card Holder” or “Client”). Web Design LLC (hereinafter referred to as “Web Design LLC” or “SEOPad” or “our” or “us” or “we”). Written proposal (referred to as “SEO Proposal”), SEO Plans, Mutual Keyword Agreement List, this Search Engine Optimization and Reporting Agreement also located at http://www.seopad.com/seo-terms/, notices of change in terms relating to this agreement, new account agreements, account notifications, and any disclosures required now or in the future by applicable regulation (hereinafter collectively referred to as “Terms and Conditions).

a) You are consenting to our Terms and Conditions electronically.

b) In Lieu of this Electronic “Terms & Conditions”, you have a right to request a paper copy of these Terms & Conditions before signing up. If you want a paper copy, please email one of our sales representatives or call us toll-free at 1-800-940-8016 and we will send you a paper copy via email, mail or fax.

c) You have the right to decline this agreement and not receive it electronically. If you wish to make that choice, do not click “I agree” or Process Order or Sign (“SEO Proposal” or “SEO Plans” or “Mutual Keyword Agreement List”) and do not make any payments. Instead, call a sales representative at 1-800-940-8016. If you decline this agreement electronically your order will not be processed until we receive your signed agreement in paper form.

d) By clicking “I agree” or logging on or signing “SEO Proposal” or “SEO Plans” or “Mutual Keyword Agreement List” or by making payments, you are confirming that you can access and read all of this agreement and consent to use of this electronic method of contract acceptance under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN).

e) You may use the “Contact Us” feature to update information needed to contact you electronically. You should print a copy of this agreement and retain it for future reference.

“Terms & Conditions” consists of the following parts:

1) Our Responsibilities.

a) We agree to provide Client with Search Engine Optimization and Reporting Services (hereinafter referred to as “SEO”) as described in this agreement and “SEO Proposal” in complete good faith.

b) We are authorized to use the specific keywords and/or phrases that are mutually agreed for development, improving the ranking of, and/or positioning the contents of the client’s URL in search engines and/or directories that are most frequently used by the general public.

c) We shall not use or reveal to any third person, other than those persons authorized by you, any private or confidential data about you, your product(s), service(s), customer(s), business(es), account(s), finance(s), contractual arrangement(s) or any other information that we may receive about you during the period of our service provision.

d) We shall endeavor to protect any confidential information provided to us by you, to the best of its ability.

e) We shall perform our contractual obligations in a way that benefits you.

2) Your Responsibilities.

a) You and your employees shall fully cooperate with us and provide us any such information and feedback, as we may require, for efficient service provisioning.

b) You and your employees shall promptly provide us any documents that we may require from you for performance of our responsibilities to you under governing terms

c) You shall duly pay all of our fees and charges as agreed and laid out in the “SEO Proposal”.

d) You shall provide FTP access, as well as any other necessary access, to your main site for uploading new pages and making changes for the purpose of optimization OR approval to go through a 3rd Party.

e) If your site is light in textual content, you will provide additional relevant text content in electronic format for the purpose of creating additional web content. You agree to provide content (i.e. 200 to 500-word “articles” about each of your keyword phrases).

3) Payments.

a) You agree to pay us the fees as stated in “SEO Proposal and SEO Plans.”

b) Fee must be received prior to the start of any services provided. SEO Services are intended to provide your website with preferential positioning in selected search engines and report results on an ongoing and timely basis.

c) Failure to pay charges will result in immediate cessation of all services. A complete setup fee will be charged again to reconnect and recommence all client services upon receipt of any, or all, late payment(s).

d) The service fees or charges that we agree to charge you are for the services that we agree to provide to you as set out in the service provision agreement at that time. If we are requested to perform any additional work other than what is set out in the service provision agreement, we reserve the right to charge extra for the additional services requested. However, in such case, we will inform you in advance.

e) We will continue to charge you automatically on a monthly, quarterly, bi-yearly or annual basis at the initial subscription rate unless you cancel your account (in writing) 15 days before the charge date. The charge date is defined as the same day of the subsequent month, quarter, bi-year or year that you initially joined.

f) We will send notifications within 2 working days, before your credit card is charged, to the email address you provide us.

g) We reserve the right to suspend or terminate our service provision to you if you do not pay our fees and charges on the specified time.

4) Performance Guarantee.

a) Depending on the package bought and paid for, we guarantee that at least a certain number of keywords will rank in the “Top 3″, “First Page” and “First Two Pages” positions either on Google.com, Yahoo.com or Bing.com.

b) A “Top 3″ position is counted when a keyword phrase appears in the first three results either on Google.com, Yahoo.com or Bing.com.

c) A “First Page” position is counted when a keyword phrase appears in the first page of results either on Google.com, Yahoo.com or Bing.com.

d) A “First Two Pages” position is counted when a keyword phrase appears in the first two pages of results either on Google.com, Yahoo.com or Bing.com.

e) The same keyword phrase ranked in two different search engines is considered as two rankings. Similarly, the same keyword phrase ranked in three different search engines is considered as three rankings.

f) The same keyword phrase in two ranking positions in a search engine is considered as two rankings.

g) The “Top 3″, “First Page”, or “First Two Pages” positions tally is cumulative and the guaranteed number of positions does not need to occur at the same time.

h) A “Top 3″ position is automatically considered as a “Top 10″ and “Top 20″. Similarly a “Top 10″ position is automatically considered as a “Top 20″ position.

i) The guarantee only applies to clients who accept our keyword optimization list approved at the beginning of SEO services.

j) Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, we do not guarantee #1 position or consistent “Top 3″, “First Page” and “First Two Pages” for any particular keywords/phrases or search terms.

5) Initial Period.

“Initial period” is a 7 (seven) months period which will start from the date the website goes live on the Internet (if designed by SEOPad) or from when the site is made live on the Internet by client’s web designer and handed to SEOPad.

6) Refund Policy.

a) If guaranteed results (as per agreed contract) are not achieved within the initial period, the client has option to request a refund on fees paid (excluding the setup fees).

b) Alternately client can request that SEOPad continue the SEO work and agree to no refund. If this option is opted, billing will automatically be stopped and, as a return of courtesy to the client, 3 months of free SEO service will be provided even after guaranteed results are achieved.

7) Refund Restrictions.

a) Setup fees are entirely non refundable. Setup fees are charged to cover the cost involved with initial website analysis, devising an effective SEO strategy, providing expert advice, onsite and offsite optimization (such as directory submissions), article writing etc. Please rest assured that we would do everything in good faith to retain your recurring business.

b) While this contract can be cancelled at anytime, a refund will not be provided if this contract is cancelled during the initial period. In this case, while future billing will be discontinued, no prorated refunds will be given.

c) A refund will not be provided if the client or client’s agent (such as a web designer other than SEOPad) makes any changes themselves to copy, content, alt tags, images, keywords, meta tags, design layout or structural changes including menus on the website without prior agreement from SEOPad. This is to ensure that all changes are done so in accordance with proper SEO techniques.

d) A refund will not be provided if client does not approve SEOPad’s suggestions to certain changes (“White Hat” only) including, but not limited to, changing web content, keyword density, codes, website navigation, and structure.

e) A refund will not be provided if client hires another SEO Company within the initial period or performs SEO on his/her own.

f) A refund will not be provided to any domains that are blacklisted or become blacklisted due to client’s fault.

g) A refund will not be provided if client restricts SEOPad with access to the website which it was hired to SEO or if the client’s website is offline and not available on the public Internet.

h) A refund is not applicable if client goes out of business or changes his approved initial website URL or approved initial keyword list.

i) A refund not applicable if client prevents SEOPad from performing its service obligations in any way.

8) Acknowledgements.

a) You agree that we have no control over the policies or practices of search engines with respect to the type of sites and/or content that they accept now or in the future. Your site may be excluded from any directory or search engine, at any time, at the sole discretion of the search engine or directory. We will resubmit those pages that have been dropped from the index but cannot guarantee any re-inclusion.

b) Some search engines and directories may take as long as 4 months (or longer), after submission, to list your site.

c) Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will “reappear” without any additional submissions. Should the listing not reappear, we will re-submit the site based on the current policies of the search engine in question.

d) Some search directories offer expedited listing services for a fee. We encourage our clients to take advantage of these expedited services. Client is responsible for expedited service fees unless otherwise noted in the SEO Proposal.

e) Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this agreement was entered into in NC, United States and any dispute will be litigated or arbitrated in NC, United States and the Client hereby consents to the personal jurisdiction of the Wake County, North Carolina Courts. Furthermore, the Client waives any right to or claim of sovereign immunity.

f) Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to us for inclusion on the website above are owned by you, or that you have received legal permission from the rightful owner(s) to use each of the elements and will hold harmless, protect, and defend “Web Design LLC” and our subcontractors from any liability or suit arising from the use of such elements.

g) We are not responsible if you overwrite SEO work done by us to your site. You will be charged an additional fee for us redoing the optimization based on an hourly rate of $120/hour. Additionally, no refunds will be provided.

h) Notwithstanding anything to the contrary contained in this contract, neither “Web Design LLC” nor any of its employees or agents warrants that the functions contained in the “SEO” will be uninterrupted or error-free. The entire risk as to the quality and performance of all SEO is with the client including search engine bans. In no event will “Web Design LLC” or its employees will be liable to the client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, any Hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate or access the website, failure of any service provider, of any telecommunications carrier, of the internet backbone, of any internet servers, you or your site visitor’s computer or internet software, even if “Web Design LLC” has been advised of the possibility of such damages.

i) Any additional work not specified in this agreement or any other amendment or modification to this agreement must be authorized by a written request signed or agreed via email by both client and “Web Design LLC”. All prices specified in this contract & SEO Proposal will be honored for the contract term as noted in the SEO Proposal after client has signed this contract either electronically or on paper. Continued services after that time will require a new agreement.