SEO Services Agreement


CONFIDENTIAL
ELITE RESULTS MARKETING GROUP
Search Engine Optimization Agreement


Article 1 Commencement Date

THIS AGREEMENT is to commence upon

Article 2 Description Of Parties

BETWEEN:
Elite Results Marketing Group.
hereinafter referred to as the "Provider"

AND:
The  ; hereinafter referred to as the "Purchaser."


Article 3 Recitals

WHEREAS the Provider offers Search Engine Optimization (SEO) and internet marketing services
(hereinafter referred to as “SEO Services”)
AND WHEREAS the Purchaser is interested in utilizing the SEO Services of the Provider
AND WHEREAS the Provider desires to offer SEO Services to the Purchaser, and the Purchaser
wishes to contract SEO Services from the Provider
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants set out herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties to this Agreement agree as follows:

Article 4 Definitions and Interpretations

4.1 For the purposes of this Agreement, the following terms shall have the following meanings:
       (a) “Commencement Date” shall be the date of approval of this Agreement as set forth in
              Article 1 of this Agreement.
       (b) “Party” and “Parties” shall mean a party and the parties to this Agreement, respectively.
       (c) “Search Engine(s)” shall refer to searchable indexes available on the World Wide Web for
              locating relevant websites and website pages that match a particular keyword search or
              query, specifically: Google™, Yahoo!™, and Bing Search™.
       (d) “Search Engine Results Pages” (SERPs) shall refer to the results that a Search Engine
              displays in response to a keyword search or query.
       (e) “Search Engine Optimization” (SEO) or “Optimization” shall mean the process of making
             changes to the code, content and/or structure of one or more website pages for the
             purposes of ranking in one or more internet Search Engines.
       (f) “Purchaser's Specified Website” shall mean the website domain provided by Purchaser for
             Optimization by Provider.
       (g) “Keyword(s)” “Keyword Phrase(s)” “Keyword Term(s)” or “Search Term(s)” shall mean
             word(s) phrase(s) or term(s) entered by a searcher into the search form or search bar of an
              internet Search Engine to locate relevant websites.
       (h) “Approved Keyword(s)” shall mean Keywords selected from a list of Keywords
              researched by Provider and approved in writing by Purchaser for use in the Optimization
              of Purchaser’s Specified Website.
       (i) “Manual Submission(s)” shall refer to the process of manually submitting Purchaser’s
            Specified Website pages to Search Engines for indexing (inclusion) within the Search
            Engines’ databases.
       (j) “Ranking(s)” shall refer to the number of positions a website has on Search Engine
            Results Pages when a specific Keyword Phrase is searched for, and may be comprised of
            listings from one or any combination of Search Engines, with each occurrence counting as
            one Ranking.
       (k) “Visitor(s)” shall mean any person, web surfer/browser and/or user that visits Purchaser's
             Specified Website.
       (l) “Traffic” shall mean the volume of Visitors to Purchaser's Specified Website.
            4.1 For the purposes of this Agreement, the following terms shall have the following meanings:
       (m) “Directory” and “Directories” shall mean searchable indexes available on the World Wide
             Web that contain pages of outgoing hypertext links organized by subject, by category, and
              by sub-categories.
       (n) “Link Building” shall refer to the process of acquiring incoming hypertext links in order
              to build Link Popularity and Traffic to Purchaser’s Specified Website. Links may be
              established through various sources such as Internet Directories, Social Bookmarking
              sites, Optimized Press Releases or Articles or other optimized sites with relevant pages
       (o) “Pay Per Click” (PPC) shall refer to the process of purchasing textual advertisements on
             Search Engine or Directory Results Pages. Advertiser pays an agreed amount for each
             click delivered to his or her site from a link or listing keyed to a specific Search Term.
             The details on how and where the advertisement appears on the results page may vary
             depending on bid amounts, relevance; click through rates (CTR) and other factors.
       (p) “Related Services” shall mean any service supplied by Provider in relation to internet
              marketing that is not part of SEO Services, including but not limited to: domain
              registration, website hosting, website design, graphics design, content writing, and
              consultation.

4.2 In this Agreement, unless the context requires otherwise, the singular number shall include
the plural and vice versa; words importing the masculine gender shall include the feminine
and render the gender neutral; and words importing persons shall include associations,
partnerships and corporations and vice versa.

4.3 For purposes of this Agreement, an entity shall be related to or affiliated with a Party if one of
them is a subsidiary of the other or both are subsidiaries of the same body corporate or each of
them is controlled by the same person. If two bodies corporate are affiliated with the same body corporate at the same time, they shall be deemed to be affiliated with or related to each
other.

4.4 Unless the context of this Agreement requires otherwise, reference in this Agreement to a
numbered or lettered article, section, subsection, or paragraph refers to the article, section,
subsection, or paragraph bearing that number or letter in this Agreement. A reference to "this
Agreement," "herein," "hereof," "hereunder" or similar terms refer to this Agreement as a
whole, together with any amendments to this Agreement.

4.5 All references in this Agreement to dollar amounts are to Canadian or US Funds as detailed
on the signed agreement page attached to the proposal
Article 5 SEO Services

5.1 Provider shall perform SEO Services for the Purchaser’s Website as specified within the
signed agreement page found attached to the proposal.

5.2 SEO Services may include:
       (a) Server Analysis and Website Analysis
       (b) Keyword Research and analysis for a number of Keyword Phrase
       (c) Optimization of the HTML code, and sometimes existing site content, for a selected
              number of main site pages, as determined by Provider.
       (d) Optimization of Purchaser provided content as outlined in Article 8.3 (c) utilizing
             Approved Keywords to create a selected number of new website pages, as determined by
            Provider.
       (e) Manual Submission of Purchaser’s Website to the Search Engines listed in Article 4.1 (c).
       (f) Progressive Optimization, commencing after Manual Submissions begin; includes manual
             re-submission of Purchaser’s Specified Website as necessary, monthly indexing checks,
             and monthly Ranking reports indicating the number of Rankings for each Approved
             Keyword on each Search Engine listed in Article 4.1 (c).
       (g) Optimization may include a variety of link building techniques to be performed at one
              time or on a reoccurring basis. Links may include bat are not limited to
                    a. Inbound directory link submissions each month to Purchaser’s Website from relevant
                        sites only each month.
                     b. Social bookmarking of Page URL’s
                     c. Inbound optimized themed links to Purchaser’s Website.
                     d. Article written & submitted to sites with links directed to Purchaser’s Website
                     e. Press Releases written & submitted to sites with links directed to Purchaser’s Website

5.3 Services regarding Links, Articles, Press Releases & Profile Listings are subject to change depending on availability of services, industry practices, etc. If such a change is necessary; funds & time set aside for those services will be redirected into other areas of optimization.

5.4 Purchaser is required to provide content as outlined in Article 8.3 (c) for the creation of new website pages. Should the Purchaser choose not to provide such content or require further assistance not outlined within the boundaries of this agreement, Provider will supply Related Services for the additional costs of $140 per page (200 to 400 words a page) for content writing,  and $85 per hour for consultation. Both parties prior to any Related Services being performed shall mutually agree upon such additional services. Allocation of time is subject to availability.

5.5 If SEO Services and/or Related Services are to be provided at Purchaser’s facilities, then an additional fee of $85 will be charged per hour that a representative of the Provider is required to be present at the Purchaser’s facilities. Furthermore the Purchaser shall reimburse Provider for reasonable expenses for travel, accommodations, and such other reasonable costs as are incurred by Provider in connection with the provision of such technical support. Purchaser shall reimburse Provider within (10) days of Purchaser’s receipt of documentation of such expenses.

Article 6 Remuneration

6.1 Purchaser shall pay to Provider the fees as outlined within the signed agreement page attached
to the proposal. Such fees are to include the following:
       (a) Setup Fee – Such a fee may include services such as Server Analysis, Website Analysis,
             Keyword Research, Page Development, On-Site Optimization, Analytics Setup, Link
             Building Campaigns and other services as outlined within articles 5 & 11 of the signed
             agreement. Setup cost is to be paid monthly for a period of 4 months.
       (b) Monthly Fee – Such a fee may include services such as Progressive Optimization,
              Keyword Ranking Reports, Analytic Reports, Page Development Link Building
              Campaigns and other services as outlined within articles 5 & 11 of the signed agreement.
              Monthly cost is to be paid monthly for a period of no less then 8 months and begins upon
              completion of Setup.

6.2 Purchaser shall pay and satisfy the fees set of this Agreement by payment to, or to the order of
the Provider, by credit card (Visa, MasterCard, or American Express) in CAD.

6.3 Purchaser shall pay by automated processing of credit card on the same day of the month as the sign up agreement.

6.4 There shall be a $25.00 NSF return fee for any failed payment attempts.

6.5 If Purchaser is past due by more than three (10) days on any payment to Provider, Provider
may suspend or discontinue its SEO Services and/or Related Services without further notice to Purchaser.
Purchaser shall still pay all outstanding fees and late penalties before services are reinstated.

6.6 There shall be no reimbursement with regard to remuneration under this Agreement. Any
fees paid hereunder are non-refundable.

 

Article 7 Intellectual Property and Copyright

7.1 Purchaser warrants that it has given Provider the right to use specific Keywords or intellectual
property and hereby grants Provider the right to use such Keywords or intellectual property, if
any, solely in connection with Provider’s promotion of, referencing of, cataloging of, or
indexing of Purchaser’s Specified Website.

7.2 Purchaser hereby agrees that any material submitted to Provider for publication will not
violate or infringe any copyright, trademark, patent, statutory, common law or proprietary
rights of others, or contain anything libelous or harmful.

7.3 Purchaser agrees to hereby indemnify and hold Provider harmless from and against any and
all claims by any third party (including reasonable attorneys’ fees) that the use by Provider of
any of Purchaser’s intellectual property pursuant to this Article 7 infringes on the intellectual
property of such third party.

7.4 The Parties agree that they shall keep confidential any proprietary, business, trade secret,
copyright, patent, prices, or other such information of the other, or any of their subsidiaries,
affiliates, vendors, suppliers, or customers, and shall not release same without the express
written consent of the other. The terms of this Article 7.4 shall survive the termination of this
Agreement. In the event that a third party disputes information provided by Purchaser to
Provider, Provider reserves the right to disclose only the identity of Purchaser.

 

Article 8 Indemnification and Access

8.1 Purchaser shall indemnify and save harmless Provider and Provider's directors, officers,
employees, agents and assigns from and against all claims, actions, obligations, liabilities,
damages, losses and judgments, including any incidental costs and expenses arising out of or
in connection with a breach by Purchaser of its obligations hereunder.

8.2 Purchaser acknowledges that Provider is a specialist and does not profess expertise in
Purchaser’s area of business. Purchaser is responsible for, and Provider has no liability for,
the content, trademarks and other aspects of the website that are related to Purchaser’s
business, industry, and competitors.

8.3 Purchaser agrees to provide the following:
       (a) Purchaser must supply Provider with current passwords and user IDs needed to gain
       remote access to Purchaser’s website files via FTP software or similarly functioning
       software. Provider is responsible for maintaining confidentiality of the passwords and user
       IDs.
       (b) Where FTP access is not possible, Purchaser agrees to provide an email address of a
       technician who can upload requested changes on a timely basis. Provider cannot be held
       responsible for delays once the technician has been notified of the upload request. A copy
       of the request will be sent to Purchaser.
8.4 Purchaser acknowledges that problems related to web servers, website design, duplicate
content, and multiple domains can pose serious obstacles to Search Engines and/or Rankings
and hereby agrees to the following:
       (a) Purchaser will endeavor to resolve all web server setup and/or website design related
              issues as expeditiously as possible.
       (b) Purchaser agrees that no work shall be done on the website during the optimization
              process without Provider’s prior knowledge. Provider shall not be responsible for delays,
              costs, or errors attributable to unauthorized changes to the website during the term of this
              Agreement.
       (c) Purchaser agrees not to remove or erase any web pages optimized by Provider from               
             the Purchaser’s server without the consent or instruction of Provider.
       (d) Purchaser agrees not to duplicate meta tags, content, and/or web pages optimized by 
              Provider on any other domain unless agreed to in writing by both Parties.
       (e) Purchaser must provide full disclosure to Provider about the existence of multiple
             domains operated by the Purchaser that share similar or duplicate content, prior
              to commencement of any work by Provider.
       (f) Purchaser must not provide any domain to Provider that has previously been banned from
             submission to any Search Engine or Directory.
       (g) Purchaser’s Specified Website, web pages and server must remain accessible for Search
              Engine indexing purposes a minimum of 99% of the time (i.e. Purchaser’s server must not
              be down for any extended length of time) within the specified Agreement period.
       (h) Purchaser warrants that all documents received from Provider for Purchaser approval will
              be responded to within five (5) business days. Failures by the Purchaser to respond to
              Provider within thirty (30) days will result in additional fees to update work previously
              completed by Provider. Provider warrants that documents received from Purchaser will
              also be responded to within five (5) business days.

 

Article 9 Term and Termination

9.1 The Term of this Agreement, subject to the prior renewal or termination of this Agreement
pursuant to the terms and conditions hereof, is from the Commencement Date until the end of
the Optimization stage.

9.2 Purchaser may cancel this agreement after 6 months of sign up date with thirty (30) days written notice after. Purchaser shall still pay in full all outstanding fees and late penalties up to and including the end of the thirty (30) day notice period.

9.3 Either Party may terminate this Agreement in the event that the other Party breaches a material condition hereof, provided that the first Party gives written notice of the breach to the second Party. The second Party shall have thirty (30) days from receipt of such notice to correct the breach. In the event the breach is not remedied within this period, the first Party may, in its sole discretion, terminate this Agreement within thirty (30) days after the expiry of the original notice period and according to the following stipulations; In the event that the Purchaser terminates this Agreement, payment shall be made in full up to and including the end of the thirty (30) day notice period andProvider shall complete unfinished work up to the end of that notice period.

9.3 Notwithstanding any other provision of this Agreement, the Parties agree and acknowledge
that the provisions of Articles 7, 8 and 10 shall survive the expiration or termination of this
Agreement and shall remain in full force and effect notwithstanding such expiration or
termination.

9.4 Any termination of this Agreement shall be without prejudice to any other rights (including
any right of indemnity), remedy or other relief vested in either Party or to which either Party
may otherwise be entitled pursuant to this Agreement.

 

Article 10 General

10.1 Warranties by both Parties are as follows:
       (a) Each Party to this Agreement warrants that it is not under any legal obligation that would
              prevent it from entering into this Agreement or that would prevent or hinder the carrying
              out of its terms, and that all internal authorizations required for the entering into of this
              Agreement have been or will be made, including any required authorizations by its Board
              of Directors, or otherwise. Provider warrants that it shall perform the SEO Services and
              Related Services, if any, in a professional and workmanlike manner.
       (b) The Parties agree that, except as may be expressly provided in this Agreement, neither has
              made or makes to the other any representations or warranties respecting the compensation
              that the other may expect to earn or receive pursuant to this Agreement, or otherwise.
       (c) Provider does not warrant the number of sales per Visitor that the Purchaser will make.
       (d) Provider does not warrant the Traffic or number of Visitors that will visit Purchaser’s
              Specified Website.
       (e) Save and except as expressly set forth in this Article 10 of this Agreement, Provider
              expressly disclaims and excludes all express and implied representations and warranties,
              whether statutory or otherwise.

10.2 Provider and Purchaser agree that Provider is performing its duties and services under this  Agreement as an independent contractor. Any personnel employed by Provider who performs
duties or services related to this Agreement shall remain under the supervision, management,
and control of Provider.

10.3 Purchaser may not assign this Agreement, in whole or in part, without Provider's written
consent and any attempt to assign this Agreement without such consent shall be null and void.

10.4 Neither Party shall be liable by reason of any failure or delay in the performance of its
obligations under this Agreement by reason of fires, floods, storms, earthquakes, acts of God,
explosions, power failures, shortages, strikes, riots, insurrection, war, governmental action,
labor conditions, or any other causes beyond the Party’s reasonable control, including the
actions of Search Engines, Directories and related parties not under the direction or control of
the Provider.

10.5 The delay or failure in performance excused by Article 10.4 of this Agreement shall only be
excused for so long as the causes of such excusable delay or failure subsist. The Parties shall
resume the performance of their respective undertakings forthwith upon cessation of the cause
of such excusable delay or failure.

10.6 Should any provisions or portion of this Agreement be held unenforceable or invalid for any
reason, that part shall be deemed severed from this Agreement and the remaining provisions
and portions of this Agreement shall be unaffected by such holding and remain enforceable.

10.7 Any notice, direction or other instrument required or permitted to be given by either Party
under this Agreement shall be in writing and shall be sufficiently given if delivered
personally, sent by prepaid first class mail or electronic communication during the transmission of which no indication of failure of receipt is communicated to the sender.
       (a) Any such notice, direction or other instrument, if delivered personally, shall be deemed to
              have been given and received on the date on which it was received at such address, or, if
              sent by mail, shall be deemed to have been given and received on the date which is five
              days after which it was post marked, provided that if either such day is not a Business
              Day, then the notice shall be deemed to have been given and received on the next Business Day,                 following such day. Any notice transmitted by electronic communication shall be deemed to have
              been given and received on the date of its transmission provided that if such day is not a
              Business Day or if it is received after the end of normal business hours on the date of its
              transmission at the place of receipt, then it shall be deemed to have been given and received at
              the opening of business in the office of the recipient on the first Business Day next, following the
              transmission thereof. If normal mail service, or electronic communication is interrupted by
              strike, slowdown, force majeure or other cause, a notice, direction or other instrument sent by
              the impaired means of communication will not be deemed to be received until actually received,
              and the Party sending the notice shall utilize any other such service which has not been so
              interrupted to deliver such notice.
      (b) In the case of a notice, notice to be sent to Provider at:
              10076 242b Street, Maple Ridge BC V2W1X6

10.8 The substantive and procedural law of the Province of British Columbia shall govern this Agreement and the rights and the obligations of the Parties herein.

10.9 In the event of arbitration and/or disputes:
       (a) All disputes arising from the interpretation and/or execution of/or in connection with this
              Agreement shall be settled through friendly consultation between both Parties. In case no
              settlement can be reached, the disputes shall be submitted for arbitration under the
              Arbitration Act of the Province of British Columbia
       (b) The arbitration award shall be final and binding on both Parties.
       (c) In the event of a dispute, the liability of the Provider shall be limited to the amount paid to
              Provider by Purchaser.

10.10 This Agreement cannot be amended or otherwise modified except as agreed to in writing and
signed by each of the Parties hereto.

10.11 This Agreement shall be binding on the Parties hereto and each of their heirs, executors,
administrators, successors, and, where applicable, assigns.

10.12 This Agreement and any attachments to it constitute the entire Agreement between the Parties
with respect to the subject matter hereof. The undersigned certify that they have read all of the foregoing Agreement, have conferred with counsel pertaining to the same if they chose to do so, and fully  understand all of the terms of this Agreement and acknowledge and represent that they enter into this Agreement of their own will and not due to any representation, commitment, promises, pressure, or duress from any other party. Any prior agreements, promises, negotiations, discussions, or representations, whether oral or written, not expressly set forth in this Agreement are of no force or effect. The terms and conditions of this Agreement shall prevail over any contrary or inconsistent terms of any purchase order or any other document.

 

Purchaser Contact Information:

Company Name:

Primary Contact Name: 

Primary Phone # 

Company Address: 
City: 
Province:  
Postal Code: 

Leave this empty:

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Signed by James Findlay
Signed On: November 28, 2018


Signature Certificate
Document name: SEO Services Agreement
lock iconUnique Document ID: 92bed963b98b86fd93865439b93efaf9ae5f995f
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November 18, 2018 3:32 pm PDTSEO Services Agreement Uploaded by James Findlay - agreements@elitermg.com IP 70.69.237.15