This Agreement is entered into by and between Audience Bloom Services, LLC (dba SEO.co), a Washington corporation (hereafter “SEO.co ”) and the Client identified in the applicable order or proposal, as of the date of that order. Whereas Client wishes to retain SEO.co for one or more Services, as outlined below, the parties do agree as follows.
This page reproduces the standard terms of the SEO.co General Services Agreement, which take effect when Client purchases Services together with the applicable proposal or order.
By purchasing, ordering, or paying for any Services from SEO.co, Client agrees to and accepts this Agreement in its entirety, and this Agreement becomes binding and goes into full force and effect as of the date of that purchase, order, or payment. No separate signature is required for this Agreement to take effect; Client’s purchase of Services constitutes Client’s acceptance of all terms set forth herein.
Client wishes to engage SEO.co for one or more services (hereafter, “Services”). The nature, frequency, and price of the Services will be governed by the terms herein and the mutual agreement of the parties as demonstrated by the pre-payment by Client of invoices issued by SEO.co, or through post-service invoicing as outlined below.
Payments, with few exceptions, are to be made before Services begin. In the event SEO.co agrees to accept payment subsequent to Services being provided, all invoices will be due from the date of issuance. Client agrees to pay all reasonable collection fees, including attorneys’ fees, in the event collection efforts become necessary. Client authorizes SEO.co to report any defaults, failure to pay when due, or credit experience to a consumer credit reporting agency.
Client and SEO.co understand and agree:
Client and SEO.co understand that their business relationship may result in the disclosure to each other of confidential information regarding business practices or partnerships. Both parties acknowledge and agree that each other’s business depends on the preservation of trade secrets and other confidential information, and the disclosure of confidential information would cause either party irreparable harm. Both parties agree to keep all such information confidential. This information, including but not limited to client names, processes, author names, publishers, websites, employees, techniques, and payment structures, will not be used for any purpose whatsoever except for the purpose of carrying out the terms of this Agreement and submitting and fulfilling orders under this Agreement. Either party may disclose its Confidential Information to the other in confidence, and both parties agree that such documents and their contents are proprietary and confidential. For the purposes of this Agreement, all communication between the parties in relation to the Confidential Information or communication that discloses portions of the Confidential Information shall also be considered confidential, even if disclosed prior to the execution of this Agreement. Additionally, any information learned by virtue of the services provided (e.g. the identity of an affiliated author due to an article being published) will be considered Confidential Information under this Agreement.
This obligation of confidentiality will remain in effect after the termination of this Agreement. Client agrees specifically not to disclose the names of any of SEO.co’s clients, authors, publishers, partners, nor identify any works produced under this Agreement. Additionally, Client agrees not to contact publishers, authors, contributors, columnists, or editors of publications for any reason with regard to completed deliverables, nor identify SEO.co as an associate or affiliate of such deliverables, articles, publications, authors, or the Client.
Client understands and agrees that the Confidential Information may not be shared with any other person or entity, including but not limited to publishers, family, friends, or business relations within their organization except upon written confirmation from SEO.co. Client agrees that even if the Confidential Information subsequently becomes known to the public through no fault of Client, Client will exercise its best efforts to preserve the secrecy of the Confidential Information.
If Client is a reseller (i.e., Client resells SEO.co’s Services to its own Clients) then Client may share publishers, pricing, and works produced under this agreement with its own Clients. However, such information must not be associated with or linked to SEO.co without express written consent by SEO.co’s acting CEO. All other requirements under “Confidentiality” and “Information Sharing” still apply.
Client agrees that the confidential, proprietary, and trade secret nature of the Confidential Information would result in substantial, immediate, and irreparable injury were it disclosed to the public, released to a third party, or otherwise disclosed in breach of this Agreement. Client agrees SEO.co will be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach, and, in the event of such breach, due to the difficulty of ascertaining the harm, Client agrees to an award of liquidated damages according to a reasonable estimate of damages incurred by SEO.co. This estimate will be provided by SEO.co in the event of such breach. SEO.co’s pursuit or grant of injunctive relief will not prejudice any other right SEO.co may have in law or equity.
Client agrees to use the same care and diligence that Client uses to protect its own proprietary and confidential information in protecting the Confidential Information, but in no case less than reasonable care. Client will ensure that each of its employees, officers, directors, or agents who has access to the Confidential Information is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement.
Client will promptly notify SEO.co of any disclosure of the Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of the Confidential Information.
Client will honor any request from SEO.co to promptly destroy all copies of the Confidential Information (including any electronic copies) disclosed under this Agreement and all notes related to such Confidential Information.
Client understands and agrees that the Confidential Information is and will remain the property of SEO.co, and nothing contained in this Agreement will be construed as granting or conferring any rights to such Confidential Information to Client.
During the term of this Agreement and for two (2) years after any termination of the Agreement, Client will not, without the prior written consent of SEO.co, either directly or indirectly, solicit or attempt to solicit, divert, or hire away any person employed by SEO.co.
Anchor text, destination URLs (i.e., URLs to which SEO.co will include hyperlinks), and content used for inbound links from published articles and press releases will be chosen by SEO.co at SEO.co’s sole discretion. Certain content placements are eligible for Client review & approval prior to publication, and these placements will be treated and handled accordingly.
Occasionally, publishers will “nofollow” links by adding the “rel=nofollow” tag to an outbound link within the HTML code of a page. SEO.co believes that a natural, organic link profile consists of links that are both “dofollow” and “nofollow.” If Client notices any links in the final delivery report have been tagged with the “nofollow” attribute, within one week of final report delivery, Client may request a replacement link UNLESS Client chose the publication from a list that indicated nofollow links were possible or expected. SEO.co will handle such requests on a case-by-case basis and is under no obligation to comply with Client’s request. It is SEO.co’s sole decision whether to comply with a Client’s request for link replacement after the one-week post-reporting period.
Some published articles may be designated as “sponsored” or otherwise indicated as having been posted in exchange for payment. Typically, most published articles do not carry such a designation. SEO.co does, in certain cases, pay publications to review and publish submitted content, similar to any other digital advertisement. Client acknowledges, understands, and accepts this.
Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork or copy provided to SEO.co for use in performing the requested Services are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend SEO.co and its subcontractors from any liability or suit arising from the use of such elements.
SEO.co uses Domain Authority (“DA”), a proprietary measure of website quality provided by Moz (Moz.com) as a measure of quality and website authority of its publishers. SEO.co guarantees its published articles will meet minimum DA requirements as outlined in the proposal or documented sales communication, but guarantees nothing else (such as website design, social activity, views, traffic, click-throughs, referrals, or any other measure of publisher website “quality, relevance, or appropriateness”). DA is updated automatically and periodically by Moz. If DA updates during the course of Services so that selected publishers fall or rise in DA outside the agreed-upon range at the time of the sale, the campaign will proceed as originally planned. That is to say, that DA will be identified and determined at the beginning of the campaign, and any DA changes during the course of the campaign will be considered irrelevant and not applicable to the current campaign deliverables. Client acknowledges that such DA variations, including a significant DA drop during the course of a campaign or after a campaign ends, are unpredictable and are a known and reasonable risk.
Publishers below DA 50 will not be eligible for Client pre-approval or selection. If Client chooses to purchase link building services for publishers below DA 50, Client waives their right to select publishers, and acknowledges that SEO.co will select publishers, write content, and get it published without any approval by the Client. Client agrees to accept any links obtained by SEO.co in such DA ranges, and acknowledges that by purchasing link building services in such DA ranges, Client has agreed to waive their approval rights in exchange for cheaper prices at such DA ranges. Client acknowledges that waiving their right to publisher selection and content pre-approval increases the risk of dissatisfaction with links obtained by SEO.co, and acknowledges that any dissatisfaction associated with the links obtained, publishers used, content written, anchor text used, or any other aspect of the deliverables will not be a valid reason for a refund of any kind.
Client and SEO.co understand and agree that:
This Agreement will remain in effect until terminated by written notice from either party. If a new agreement is reached and signed by both parties, the newer agreement shall supercede this one. This agreement shall apply to all future orders Client places with Company, except if it has been superceded by a newer agreement. Client may elect or order the same, different, or no services in subsequent months. The obligation of confidentiality regarding SEO.co or SEO.co’s clients will remain in effect after the termination of this Agreement. Client agrees specifically not to disclose the names of any of SEO.co’s clients, authors, publishers, partners, nor identify any works produced under this Agreement. Additionally, Client agrees not to contact publishers, authors, contributors, columnists, or editors of publications for any reason with regard to completed deliverables, nor identify SEO.co as an associate or affiliate of such deliverables, articles, publications, authors, or the Client.
SEO.co may terminate this Agreement at any time for any reason or no reason. In the event of termination by SEO.co, Client will be refunded a portion of their payment, pro-rated for work already performed by SEO.co. Client may terminate this Agreement on thirty (30) days’ notice. Portions of this Agreement that by their nature would survive termination, including but not limited to provisions on Confidentiality and Non-Solicitation, will be deemed to do so.
All sales are final. Refunds are allowable only under the following circumstances. Circumstances not listed below are not eligible for refund. In each of the following cases, Client may choose to request a pro-rated refund (for each individual failed deliverable) OR choose a new publication of equal value, from a list provided by SEO.co:
In the event of non-payment by Client, SEO.co reserves the right to alter or remove links or placements produced under this Agreement at its option.
The failure of either party to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any of its rights under this Agreement for a breach thereof, will not be deemed to be a waiver of such rights or a waiver of any subsequent breach. No waiver by either party of any breach of duties or obligations under this Agreement, whether intentional or not, will be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
Any notice given in connection with this Agreement will be given in writing and delivered either by hand to the other party, by email to [email protected] for notices to SEO.co, or by the email address below for Client. Any party may change its address stated herein by giving notice of the change in accordance with this paragraph.
Venue and jurisdiction for any controversy or claim arising out of or pertaining to this Agreement or the breach thereof will lie in Benton County, Arkansas. This Agreement will be governed by and is subject to Arkansas law.
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Benton County, Arkansas before one Arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
If there is a dispute regarding this Agreement or its breach, the substantially prevailing party will be entitled to recover its reasonable attorney’s fees and reasonable costs.
This Agreement will not be terminated by the merger or consolidation of SEO.co into or with any other entity.
With the exception of applicable Non-Disclosure Agreements, this Agreement contains the entire agreement of the parties. If any part of this Agreement is held unenforceable, the rest of this Agreement will nevertheless remain in full force and effect.
Client will not disclose any of the terms of this Agreement to any third party without the consent of SEO.co, except as required by applicable laws.
This Agreement has been reviewed and approved by each of the parties. If it is found that any provision of this Agreement is uncertain or ambiguous, the language in all parts of this Agreement will be construed as a whole according to its fair meaning and not strictly construed for nor against either party, and the fact that one of the parties may have drafted this Agreement or any provision herein will not be given any weight or relevance.
Neither this Agreement nor any term or provision hereof may be changed, waived, discharged, amended, modified or terminated orally, or in any manner other than by an instrument in writing signed by each party hereto.
Each individual executing this Agreement on behalf of a corporation, limited liability company, partnership or other business entity (collectively referred to as “company”), represents and warrants that s/he is duly authorized to execute and deliver this Agreement on behalf of said company and that this Agreement is binding on said company.
This Agreement may be executed in any number of counterparts, each of which will constitute one and the same instrument and have the same force and effect as if all parties had executed a single document. An electronic facsimile of this Agreement bearing any person’s signature will have the same force and effect as the original of this Agreement bearing such person’s signature. At the request of either/any party, the parties will confirm facsimile transmitted signatures by signing an original document.
This Agreement will bind and inure to the benefit of the parties hereto and their successors and assigns, except that the Confidential Information and the rights and obligations under this Agreement may not be assigned by Client without the prior written consent of SEO.co. The headings and cover page of this document are for reference and information only, and are not to be considered when interpreting this Agreement except as a demonstration of clarity. With the exception of any other Non-Disclosure Agreements previously executed, this document contains the entire agreement between the parties with respect to the subject matter hereof, and may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. Any failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other provision.
The Guarantors indicated below unconditionally and irrevocably guarantee the continuing full and faithful performance and payment by Client of each of its duties and obligations to SEO.co under this Agreement, as it now exists or as it may be amended from time to time, and any amounts owed to SEO.co pursuant thereto, with or without notice (“Obligations”). Guarantor understands that SEO.co may proceed directly against any or all Guarantors without first exhausting its remedies against Client or any security held by SEO.co. This guarantee will not be discharged or affected by the death of a personal Guarantor, will bind all heirs, administrators, representatives and assigns and may be enforced by or for the benefit of any successor of SEO.co. Guarantor understands that the inducement to SEO.co to enter into this Agreement is consideration for the guaranty, and that this guaranty remains in full force and effect even if the Guarantor receives no additional benefit from the guaranty.
All rights, powers, and remedies of SEO.co hereunder and under this Agreement are cumulative and not alternative and shall be in addition to all rights, powers, and remedies given to SEO.co by law and by agreement. This is a guarantee of payment and not of collection. Guarantor unconditionally, absolutely, and irrevocably waives each and every defense, under which principles of guaranty, suretyship law, or any other applicable law would otherwise operate to impair or diminish the liability of Guarantor for the Obligations. Guarantor agrees to pay all expenses (including attorneys’ fees) incurred by SEO.co in connection with the enforcement of SEO.co’s rights under this Agreement and this guaranty and in connection with the collection of the Obligations. The liability of Guarantor will be terminated only in the event that Client has irrevocably paid SEO.co in cash and in full the Obligations.
If any provision of this guaranty is in conflict with any statute or rule of law or is otherwise unenforceable for any reason, then that provision will be deemed null and void to the extent of the conflict or unenforceability and will be deemed severable, but it will not invalidate any other provision of this guaranty. This guaranty will be governed by and construed in accordance with the laws of the State of Arkansas. GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM BROUGHT BY EITHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS PERSONAL GUARANTY OR THE RELATIONSHIP OF SEO.co AND GUARANTOR HEREUNDER. It is understood by Guarantor that any defaults, failure to pay when due, or credit experience on the part of Guarantor may be reported by SEO.co to a consumer credit reporting agency. Guarantor, recognizing that his or her individual credit history may be a necessary factor in the evaluation of this personal guaranty, consents to and authorized the use of a consumer credit report on Guarantor by SEO.co, a business credit grantor, from time to time as may be needed, in the credit evaluation process.
For purposes of this Agreement:
“Agency” means SEO.co, its parent companies, subsidiaries, affiliates, officers, directors, managers, members, employees, contractors, subcontractors, agents, vendors, successors, and assigns.
“Client”means the person, company, entity, owner, officer, employee, agent, representative, affiliate, successor, or assign purchasing, approving, receiving, using, editing, publishing, or benefiting from Agency’s services or deliverables.
“Deliverables” means all content, articles, blog posts, landing pages, web copy, metadata, title tags, descriptions, outlines, briefs, strategy documents, keyword research, reports, edits, revisions, graphics, code, page layouts, prompts, AI-generated or AI-assisted content, drafts, recommendations, backlinks, link insertions, digital assets, campaign materials, and other work product created, edited, modified, arranged, published, submitted, or delivered by Agency in connection with the services.
“Client Materials” means all content, copy, trademarks, logos, images, videos, data, claims, statements, instructions, approvals, credentials, account access, website access, product descriptions, service descriptions, prior materials, or other materials provided, uploaded, authorized, requested, approved, edited, or supplied by Client.
“Approved Content” means any Deliverable or material that Client, directly or indirectly, approves, accepts, edits, requests, publishes, instructs Agency to publish, fails to object to within the applicable review period, or otherwise uses.
Unless otherwise expressly stated in a signed written agreement, all Deliverables created by Agency shall remain the property of Agency until all amounts owed to Agency have been paid in full.
Upon full payment of all undisputed amounts due under this Agreement, Agency grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use the final paid Deliverables for Client’s ordinary business purposes.
Agency retains ownership of all pre-existing materials, templates, processes, systems, know-how, methods, workflows, prompts, prompt chains, AI workflows, software, tools, formulas, strategies, research methods, editorial systems, internal processes, and other intellectual property used to create or deliver the services.
No transfer of ownership, assignment, exclusive license, or work-made-for-hire arrangement shall exist unless expressly stated in a signed written agreement executed by Agency.
The parties agree that no Deliverable shall be deemed a “work made for hire” unless expressly identified as such in a signed written agreement executed by Agency.
To the extent any Deliverable is deemed to include rights that may be assigned to Client, such assignment shall occur only after Agency has received full payment of all amounts owed under this Agreement.
Client grants Agency a non-exclusive, worldwide, royalty-free, sublicensable license to access, use, copy, edit, reproduce, modify, publish, distribute, display, submit, syndicate, optimize, and create derivative works from Client Materials as reasonably necessary to perform the services.
Client represents and warrants that it owns or has obtained all rights, permissions, licenses, and approvals necessary for Agency to use the Client Materials and to perform the services requested by Client.
Client is solely responsible for the accuracy, legality, ownership, originality, and non-infringing nature of all Client Materials.
Client authorizes Agency to draft, edit, revise, optimize, publish, submit, distribute, syndicate, republish, archive, update, and otherwise use Deliverables and Approved Content in connection with the services.
Approval may be given by email, project management software, recorded call, written instruction, account access, website access, direct publication by Client, direct publication by Agency with Client’s credentials or permission, failure to object during a stated review period, payment of an invoice covering the applicable work, or any other conduct reasonably indicating approval or authorization.
Client’s approval of any Deliverable constitutes authorization for Agency to publish, submit, distribute, syndicate, modify, and use the Deliverable as reasonably necessary to perform the services.
Client may not later revoke publication authorization for Deliverables or Approved Content already created, submitted, distributed, published, syndicated, or relied upon by Agency, except as expressly required by law or agreed in writing by Agency.
Client acknowledges and agrees that Agency may use artificial intelligence tools, machine learning systems, large language models, automation tools, proprietary workflows, third-party software, human editors, contractors, and internal editorial processes to assist in the creation, editing, optimization, research, structuring, rewriting, or publication of Deliverables.
Client expressly authorizes Agency to use AI-assisted tools and workflows in connection with the services.
Client agrees that AI-generated, AI-assisted, AI-edited, AI-revised, AI-researched, AI-expanded, AI-summarized, AI-optimized, or AI-enhanced content created, edited, modified, approved, accepted, published, or used in connection with the services shall not give rise to any copyright infringement claim, authorship claim, ownership claim, moral rights claim, right of attribution claim, derivative work claim, or similar intellectual property claim by Client against Agency.
Client further agrees that Deliverables containing AI-assisted content, human edits, Client edits, Agency edits, third-party edits, revisions, rearrangements, derivative content, summaries, outlines, metadata, or SEO optimization shall be deemed authorized content created pursuant to this Agreement.
Client acknowledges that Deliverables may include edits, comments, revisions, additions, deletions, approvals, suggestions, rewrites, uploaded materials, instructions, or other contributions made by Client or Client’s employees, contractors, agents, representatives, owners, officers, or affiliates.
Client agrees that any Deliverable edited, revised, approved, supplemented, modified, published, or used by Client shall be deemed Approved Content.
Client waives and releases any claim that Client’s edits, comments, revisions, suggestions, instructions, or other contributions create a separate copyright interest, authorship interest, ownership interest, moral right, derivative work claim, or right to assert infringement against Agency.
Client agrees that content involving Client edits, Agency edits, AI-assisted edits, collaborative revisions, or combined human and AI contributions shall not be subject to any copyright claim, authorship claim, ownership claim, moral rights claim, derivative work claim, or infringement claim by Client against Agency.
Client irrevocably waives, releases, and discharges Agency from any and all claims, demands, actions, liabilities, damages, losses, costs, fees, or expenses arising out of or related to any alleged copyright infringement, authorship dispute, ownership dispute, moral rights claim, right of attribution claim, derivative work claim, publication claim, republication claim, syndication claim, or content-use claim concerning:
This waiver and release applies whether the claim is brought by Client directly or indirectly, individually, through an owner, officer, employee, contractor, affiliate, related party, successor, assignee, or any person or entity claiming through or on behalf of Client.
Client covenants and agrees that it shall not directly or indirectly initiate, threaten, fund, assist, encourage, maintain, assign, transfer, or participate in any lawsuit, arbitration, administrative proceeding, takedown demand, copyright claim, DMCA notice, platform complaint, or other action against Agency alleging copyright infringement, ownership, authorship, moral rights, right of attribution, derivative work infringement, unauthorized publication, unauthorized editing, unauthorized AI use, or unauthorized content use relating to Deliverables, Approved Content, AI-assisted content, Client-edited content, or services performed under this Agreement.
Client further agrees that no owner, officer, director, manager, member, employee, contractor, representative, agent, affiliate, successor, or assign of Client may assert such claims individually or separately where the claim arises from services, Deliverables, Client Materials, Approved Content, or content created, edited, approved, published, or used pursuant to this Agreement.
All rights, licenses, waivers, releases, covenants, limitations of liability, indemnity obligations, and dispute resolution provisions in this Agreement bind and benefit the parties and their respective owners, officers, directors, members, managers, employees, contractors, agents, representatives, affiliates, successors, and assigns.
Client agrees that no individual affiliated with Client may assert a personal copyright claim, authorship claim, ownership claim, moral rights claim, publication claim, derivative work claim, or infringement claim against Agency arising from Deliverables, Approved Content, Client Materials, AI-assisted content, Client-edited content, or services performed under this Agreement.
Client represents and warrants that the person executing or approving this Agreement has authority to bind Client and Client’s owners, officers, employees, contractors, agents, representatives, affiliates, successors, and assigns with respect to the rights, approvals, waivers, releases, and covenants stated herein.
Client shall not submit, cause to be submitted, assist with, encourage, or maintain any DMCA takedown notice, copyright complaint, platform complaint, search engine complaint, hosting complaint, social media complaint, or similar claim concerning Deliverables, Approved Content, AI-assisted content, Client-edited content, or content published with Client’s authorization.
If Client submits or causes the submission of any such notice or complaint in violation of this Agreement, Client shall immediately withdraw the notice or complaint upon Agency’s request and shall reimburse Agency for all losses, fees, costs, damages, business interruption, lost revenue, reputational harm, and attorneys’ fees arising from or related to the notice or complaint.
Client is solely responsible for all Client Materials, factual claims, product claims, service claims, regulated industry claims, testimonials, financial claims, legal claims, medical claims, compliance claims, advertising claims, and other statements supplied, approved, edited, or requested by Client.
Agency may rely on Client’s instructions, approvals, access permissions, and submitted materials without independently verifying ownership, accuracy, legality, or compliance unless expressly agreed in writing.
Client shall not assert any claim against Agency based on content, statements, materials, images, trademarks, logos, data, edits, approvals, or instructions supplied, approved, or authorized by Client.
Client shall defend, indemnify, and hold harmless Agency from and against any and all claims, demands, lawsuits, arbitrations, damages, losses, liabilities, settlements, judgments, penalties, costs, expenses, and attorneys’ fees arising out of or related to:
Client agrees that its exclusive remedies for dissatisfaction with Deliverables shall be limited to revision, correction, replacement, credit, refund, or termination as expressly provided in this Agreement.
Client shall not reframe a service dispute, revision dispute, editorial dispute, approval dispute, quality dispute, ownership dispute, or payment dispute as a copyright infringement claim, DMCA claim, platform complaint, authorship claim, or intellectual property claim.
Client agrees that monetary damages, if any are available under this Agreement, shall be an adequate remedy for any dispute concerning Deliverables or Approved Content.
Client waives the right to seek temporary, preliminary, or permanent injunctive relief, takedown relief, de-indexing, suppression, account suspension, hosting suspension, platform removal, or other equitable relief against Agency concerning Deliverables, Approved Content, AI-assisted content, Client-edited content, or content published with Client’s authorization, except where such waiver is prohibited by law.
Agency may reference Client’s name, logo, website, project type, general campaign results, anonymized performance data, screenshots, public-facing content, and Deliverables in Agency’s portfolio, proposals, sales materials, case studies, and marketing materials unless Client expressly opts out in writing.
Agency shall not disclose Client’s confidential non-public information in a public case study without Client’s written consent.
The ownership, license, authorization, waiver, release, covenant not to sue, no individual claims, indemnification, limitation of remedies, attorneys’ fees, confidentiality, dispute resolution, and governing law provisions of this Agreement shall survive expiration, cancellation, termination, non-renewal, chargeback, payment dispute, or completion of services.
If Agency is required to respond to, defend against, move to dismiss, compel arbitration of, oppose, settle, or otherwise address any claim, lawsuit, arbitration, DMCA notice, platform complaint, copyright claim, authorship claim, ownership claim, moral rights claim, derivative work claim, or content-use claim brought or threatened in violation of this Agreement, Client shall reimburse Agency for all reasonable attorneys’ fees, expert fees, costs, expenses, lost time, and related losses incurred by Agency.
In any dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.
The individual accepting, signing, approving, paying for, or authorizing services under this Agreement represents and warrants that he or she has full authority to bind Client and Client’s owners, officers, directors, managers, members, employees, contractors, agents, affiliates, representatives, successors, and assigns to this Agreement.
Client agrees that all approvals, waivers, releases, licenses, publication authorizations, covenants not to sue, indemnity obligations, and limitations of liability in this Agreement apply to Client and to all persons or entities acting for, through, under, or on behalf of Client.
This Agreement constitutes the entire agreement between the parties concerning the services and Deliverables.
No email, message, oral statement, project note, comment, edit, approval, invoice, payment, course of dealing, or platform communication shall modify the intellectual property, publication authorization, waiver, release, covenant not to sue, indemnity, or limitation of liability provisions of this Agreement unless expressly stated in a written amendment signed by Agency.
Client shall not rely on any alleged oral or informal statement to assert ownership, authorship, copyright, publication, AI-use, moral rights, or derivative work claims contrary to this Agreement.
The parties agree that this Agreement shall not be construed against either party as the drafter.
The parties further agree that the waivers, releases, licenses, covenants, and indemnities in this Agreement are material terms and that Agency would not provide services without them.
This Agreement shall be governed by the laws of the State of Arkansas, without regard to conflict-of-law principles.
Any dispute arising out of or relating to this Agreement, the services, Deliverables, Approved Content, Client Materials, AI-assisted content, Client-edited content, publication authorization, ownership, copyright, or intellectual property rights shall be brought exclusively in the state or federal courts located in Benton County, Arkansas, unless Agency elects another venue or forum available by law.
Client consents to personal jurisdiction and venue in such courts and waives any objection based on inconvenient forum, lack of personal jurisdiction, or improper venue.
To begin an engagement, start with our new-client onboarding questionnaire or contact our team. Questions about these terms can be sent to [email protected].
