|9. PPC – AdWords Terms, Conditions and Policies
10. SEO – General terms
11. SEO – Social Media and Local Listings
12. SEO – Client Responsibilities
13. SEO – Client Acknowledgements
15. Disclaimer of All Other Warranties –
16. Limited Liability
18. Force Majeure
19. Relationship of Parties
|Client warrants that any website that it wishes to promote using AdWords or other PPC provider does not breach the terms of such provider, intentionally or otherwise. Should such a breach be identified by PLM or the PPC provider we reserve the right to cancel this agreement with immediate effect.
If applicable, PLM agrees to provide Client with SEO Services as described in the attached proposal. PLM 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 Customer’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.
- Submit Clients pages to search engines and directories as set forth in this 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.
PLM offers its clients a subscription that includes various online products (each, a “Product”). Certain Products may involve distribution of Client Content and/or other interactions with third parties (the “Partners”) that own or operate online business directories, search web sites, social media web sites, mobile apps or other online properties (the “Partner Sites”). Customer acknowledges and agrees that (i) all content submitted for any Product shall be subject to the Partners’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Partner at any time in its sole discretion, or modified by PLM or the Partner at any time to comply with such policies, (ii) PLM does not guarantee that any content will be displayed on any Partner Site, and (iii) the appearance and/or location of any content placement may change at any time. PLM SHALL HAVE NO LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN THE PARTNER SITES, FOR ANY DECISION BY A PARTNER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY CLIENT, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii) OR (iii) OF THE PRECEDING SENTENCE.
For the purposes of providing these SEO services, Client agrees:
- To provide PLM with FTP access to its web sites for uploading new pages, and making changes for the purpose of SEO Services optimization or approval to go through a third party, unless PLM is charged with designing a new website as per this proposal and or agreement.
- To authorize PLM use of all Client’s logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by PLM for search engine positioning and optimization.
Client understands, acknowledges and agrees that:
- PLM 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 web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. PLM will resubmit those pages that have been dropped from the index.
- Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list Client web site(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. Should the listing not reappear, PLM will re-submit the web site(s) based on the current policies of the search engine or directory in question.
Client shall indemnify and hold harmless PLM (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 PLM as a result of any claim, judgment, or adjudication against PLM 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 Customer to PLM (the “Client Content”), or (b) a claim that PLM use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, PLM must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Client in, the defense and all related negotiations.
PLM 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 CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, SLAMDOT 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.
IN NO EVENT SHALL PLM 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. SLAMDOT 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.
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, PLM 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.
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.
PLM, in rendering performance under this Agreement and or 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 PLM, whether by regulation or contract. In no way is PLM 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.
This Agreement shall be governed in accordance with the laws of the State of Virginia. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Virginia 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.
Client and PLM agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation, mediation or arbitration.