Internet Marketing Services Agreement from the same URL ("Agreement"), between GetSpecific Website Promotions, Inc., ("GetSpecific"), and ("Client") (each a "Party" and collectively the "Parties").
WHEREAS, GetSpecific is engaged in the business of marketing Internet websites pursuant to various standard website marketing packages (the "Packages"); and
WHEREAS, Client desires to utilize GetSpecific's Website Marketing Package for its website billed monthly for the months and fees agreed upon. At the end of the original agreement the Client may continue month to month with no agreements, stop, or bring in-house.
NOW, THEREFORE, in consideration of the promises made and exchanged herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby adopt and agree to be bound by the following terms and conditions:
1. Limitation on Services Provided. GetSpecific will not perform or arrange for any third party to perform for any website development, design, or hosting services, without first obtaining the approval of the Client. Notwithstanding anything to the contrary, GetSpecific shall not be prohibited from making website design recommendations to the Client for the purpose of optimizing the website’s search engine placement.
2. Meta Tags.
A. GetSpecific shall be responsible for initially creating, implementing, and editing the meta tags for each webpage that GetSpecific is actively marketing (the “GetSpecific Meta Tags”) in conjunction with the Client or the Client's designated representative. Upon completion, the GetSpecific Meta Tags will be submitted to the Client or the Client's designated representative for review and approval. Upon final approval by the Client or the Client's designated representative, the Client will install or authorize GetSpecific to install the GetSpecific Meta Tags into the source code of the Client’s website.
B. Any changes to the GetSpecific Meta Tags must be approved in advance by GetSpecific. GetSpecific hereby disclaims any and all responsibility for any loss of placement resulting from (i) any unauthorized alterations to the GetSpecific Meta Tags; (ii) any unauthorized additional marketing of the Client’s website; (iii) any failure by the Client to adhere to GetSpecific’s recommendations regarding the design of the Client’s website; or (iv) any unauthorized duplication or other use of the GetSpecific Meta Tags for any web pages other than those for which GetSpecific designed them.
C. GetSpecific strongly recommends against unauthorized duplication of the GetSpecific Meta Tags for use elsewhere in the Client’s website, or on other URL’s, because a number of top search engines and directories do not endorse this marketing tactic and may negatively impact the placement of the Client’s website as a result.
D. GetSpecific will have sole possession and full ownership of all GetSpecific Meta Tags and page optimization for each page that they are marketing for as long as GetSpecific is marketing said Clients website. Client does have the option of purchasing all GetSpecific Meta Tags and Backlinks when the original agreement has ended.
During the original agreement if the client decides to stop using GetSpecific for their SEO they must give GetSpecific 30 days advance notice, or if for any reason said Client does not make their monthly payments on time the GetSpecific Meta Tags will be removed from all pages being marketed by GetSpecific and page optimization and monthly backlinks will stop. At this time GetSpecific will have access or will allow said Clients representative access to said Clients server where the clients original meta tags and page optimization before GetSpecific started will be put back onto said Clients website. If said Client decides to return or past due invoices are made current GetSpecific will work out a new agreement with said Client or said Clients representative.
3. Search Engine, Directory Placement, Social Networking Backlinks.
A. GetSpecific may in its sole discretion replace any social networking site, search engine or directory as GetSpecific deems necessary to complete the submission process with respect to a particular Client’s website.
B. Nothing in this Agreement shall be construed or interpreted in any way as a promise or guarantee of a particular placement or placements within any search engines or directories. GetSpecific’s sole purpose is to optimize the Client’s website for the best possible placement, but GetSpecific makes no representations or warranties as to what might be the best possible placement.
C. In the process of verifying the top search engine placements of a particular URL of a Client’s website, GetSpecific shall only be obligated to search and document its findings with respect to the most relevant keyword phrases for each such URL. Additionally, GetSpecific may, in its sole discretion, replace any of the top search engines as GetSpecific deems necessary to complete the top engine verification process.
4. Work Reports. Except as set forth in this section, GetSpecific is not responsible for providing monthly status or other reports to the Client or Reseller. Upon completion of monthly submissions, monitoring of placement and backlinking for a Client, GetSpecific shall deliver monthly reports documenting all work performed to that date for that particular project. This report will go directly to the Client or a designated representative, GetSpecific does not have to produce backlinking lists submitted to for said Client. GetSpecific has full ownership of all backlinks provided for said Client on a monthly basis as that term is defined in Section 5 herein. Information contained in any such report shall be deemed Confidential Information, as that term is defined in Section 6 herein.
5. Term and Termination. This SEO Agreement shall remain in effect for both Parties during said Client agreement or if said Client has given GetSpecific 30 days advance notice for termination. Upon termination by the Client or GetSpecific, GetSpecific shall have no further obligation to assist the Client, or any Internet marketing firm hired by the Client in the completion or duplication of the work performed by GetSpecific. If said Client stops using GetSpecific for any reason all GetSpecific Meta Tags, optimization and backlinks provided by GetSpecific for pages GetSpecific was marketing for said Client will stop, be removed and will be used at the sole discretion of GetSpecific. At the end of Clients original agreement the Client can stay with GetSpecific on a monthly basis with no new agreements needed, or may purchase the meta tags and backlinks secured from GetSpecific and bring their seo inhouse. This fee to buyout GetSpecific and take over inhouse will be determined at the end of the original agreement and will be based on ranking and traffic for said Clients website.
6. Confidentiality and Nondisclosure. Client acknowledges that it will have access to certain information relating to GetSpecific that is Confidential Information. For the purposes of this Agreement, "Confidential Information" means any confidential technical data, trade secret, know how or other confidential information relating to GetSpecific or its operations, including but not limited to meta tags, page optimization, strategic backlinking, engine verification, and other procedures relating to optimizing search engine placement. Unless previously authorized in writing by GetSpecific, Client agrees that Client shall not in any way use or disclose said Confidential Information, and that such information will be kept confidential by Client and its advisors.
7. No Agency. Neither Party shall have the power to act for or obligate the other Party, unless specifically authorized to do so in advance in writing.
8. Notices. All notices required or permitted under this Agreement shall be in writing and shall conclusively be deemed to have been delivered upon (a) personal delivery to an officer of either Party, (b) successful facsimile transmission to either Party, or (c) receipt of such notice via postal service or express courier to the addresses shown herein or to such other address as either of the Parties may provide in writing. For the purpose of all notices required or permitted under this Agreement, the Parties designate the following addresses:
GetSpecific Website Promotions, Inc.
258 Hayler Ct.
Oregon, WI. 53575
9. Entire Agreement. This Agreement embodies the entire agreement of the Parties with respect to the matters discussed herein, and supersedes all prior agreements, writings, and negotiations.
10. Modification. This Agreement may not be amended or modified except pursuant to a writing signed by both Parties.
11. Waiver. Should either Party fail to exercise or enforce any provision of this Agreement or to waive any rights in respect thereto, such waiver or failure shall not be construed as constituting a continuing waiver or a waiver of any other right.
12. Assignment. The Parties shall not assign or transfer this Agreement, in whole or in part, or any right or obligation hereunder to any third party without the prior written consent of the other party. Subject to the foregoing, this Agreement and the Parties' rights and obligations hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
13. Governing Law. This Agreement shall be governed by the substantive laws of the State of Tennessee, without regard to principles of conflicts of laws.
14. Severability. The provisions of this Agreement shall be severable, and the invalidity of a provision shall not render the entire Agreement invalid unless the invalid provision(s) causes the Agreement to fail of its essential purpose.
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