SEO Services Agreement
CONFIDENTIALELITE RESULTS MARKETING GROUPSearch Engine Optimization Agreement
THIS AGREEMENT is to commence upon
BETWEEN:Elite Results Marketing Group.hereinafter referred to as the "Provider"
AND:The ; hereinafter referred to as the "Purchaser."
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 ProviderAND WHEREAS the Provider desires to offer SEO Services to the Purchaser, and the Purchaserwishes to contract SEO Services from the ProviderNOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutualcovenants set out herein and other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, the Parties to this Agreement agree as follows:
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 includethe plural and vice versa; words importing the masculine gender shall include the feminineand 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 ofthem is a subsidiary of the other or both are subsidiaries of the same body corporate or each ofthem 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 eachother.
4.4 Unless the context of this Agreement requires otherwise, reference in this Agreement to anumbered 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 "thisAgreement," "herein," "hereof," "hereunder" or similar terms refer to this Agreement as awhole, together with any amendments to this Agreement.
4.5 All references in this Agreement to dollar amounts are to Canadian or US Funds as detailedon the signed agreement page attached to the proposalArticle 5 SEO Services
5.1 Provider shall perform SEO Services for the Purchaser’s Website as specified within thesigned 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.
6.1 Purchaser shall pay to Provider the fees as outlined within the signed agreement page attachedto 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 ofthe 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, Providermay 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. Anyfees paid hereunder are non-refundable.
7.1 Purchaser warrants that it has given Provider the right to use specific Keywords or intellectualproperty and hereby grants Provider the right to use such Keywords or intellectual property, ifany, solely in connection with Provider’s promotion of, referencing of, cataloging of, orindexing of Purchaser’s Specified Website.
7.2 Purchaser hereby agrees that any material submitted to Provider for publication will notviolate or infringe any copyright, trademark, patent, statutory, common law or proprietaryrights of others, or contain anything libelous or harmful.
7.3 Purchaser agrees to hereby indemnify and hold Provider harmless from and against any andall claims by any third party (including reasonable attorneys’ fees) that the use by Provider ofany of Purchaser’s intellectual property pursuant to this Article 7 infringes on the intellectualproperty 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 expresswritten consent of the other. The terms of this Article 7.4 shall survive the termination of thisAgreement. In the event that a third party disputes information provided by Purchaser toProvider, Provider reserves the right to disclose only the identity of Purchaser.
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 orin connection with a breach by Purchaser of its obligations hereunder.
8.2 Purchaser acknowledges that Provider is a specialist and does not profess expertise inPurchaser’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’sbusiness, 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, duplicatecontent, and multiple domains can pose serious obstacles to Search Engines and/or Rankingsand 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.
9.1 The Term of this Agreement, subject to the prior renewal or termination of this Agreementpursuant to the terms and conditions hereof, is from the Commencement Date until the end ofthe 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 acknowledgethat the provisions of Articles 7, 8 and 10 shall survive the expiration or termination of thisAgreement and shall remain in full force and effect notwithstanding such expiration ortermination.
9.4 Any termination of this Agreement shall be without prejudice to any other rights (includingany right of indemnity), remedy or other relief vested in either Party or to which either Partymay otherwise be entitled pursuant to this Agreement.
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 performsduties 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 writtenconsent 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 itsobligations 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 theactions of Search Engines, Directories and related parties not under the direction or control ofthe Provider.
10.5 The delay or failure in performance excused by Article 10.4 of this Agreement shall only beexcused for so long as the causes of such excusable delay or failure subsist. The Parties shallresume the performance of their respective undertakings forthwith upon cessation of the causeof such excusable delay or failure.
10.6 Should any provisions or portion of this Agreement be held unenforceable or invalid for anyreason, that part shall be deemed severed from this Agreement and the remaining provisionsand 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 Partyunder this Agreement shall be in writing and shall be sufficiently given if deliveredpersonally, 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 andsigned 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 Partieswith 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.
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Signed by James Findlay
Signed On: November 28, 2018
If you have questions about the contents of this document, you can email the document owner.
Document Name: SEO Services Agreement
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