General Services Agreement
This Agreement is entered into by and between Audience Bloom Services, LLC (dba SEO.co), a Washington corporation (hereafter “SEO.co” or “SEO.co”) and Client, (hereafter, “Client”) Whereas Client wishes to retain SEO.co for one or more Services, as outlined below, the parties do agree as follows:
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 Net 30 from the date of issuance. A late charge of 1.5% per month, or the maximum legal rate if lower, will be applied to any outstanding balances. 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.
Nature of Services. Client and SEO.co understand and agree:
- SEO-related Services are purely based on theory of current search engine algorithms and best practices, and SEO.co does not guarantee the effectiveness of Services for increasing search engine rankings.
- Search engine algorithms change daily, and as a result, SEO.co needs flexibility to alter Services to accommodate these changes. As such, SEO.co is authorized to make changes to Client’s Services with or without notice so long as the changes maintain the same or higher value as determined in the sole opinion of SEO.co in good faith.
- SEO.co has no control over the policies of search engines with respect to the type of sites and/or content they accept now or in the future. Client site may be excluded from or penalized by any search engine at any time at the sole discretion of the search engine. Client agrees that SEO.co is not responsible in any way for any such penalization or drop in Client search engine rankings.
- Occasionally, search engines will drop entirely and/or decrease listings and rankings for no apparent or predictable reason. Often, listings will “reappear” for no apparent or predictable reason. Client agrees that SEO.co is not responsible for such drops or decreases, as these are controlled solely by search engines.
- With regard to social media marketing services, Client understands and agrees that it takes time to build and grow a successful social media marketing campaign and that in most cases anything less than six (6) months of consistent social media promotion is insufficient.
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.
Exceptions to Confidentialty & Information Sharing.
If Client is a reseller (ie, 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.
Standard of Care.
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.
Notice of Disclosure.
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.
Property of SEO.co.
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.
Sponsored Designation & Paid Placement.
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.
Measurement of Website Quality, Relevance, and Appropriateness.
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 irrelevent 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.
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.
Services Not Guaranteed. Client and SEO.co understand and agree that:
- “Social shares” are not guaranteed on any published articles or press releases acquired by SEO.co. SEO.co has no control over social shares on published articles.
- SEO.co does not guarantee published articles will use Client’s company name in published articles EXCEPT on content placements that are eligible for Client review & approval, in which case Client and SEO.co will collaborate to reach an agreement on the final text of written content prior to publication.
- SEO.co does not guarantee or represent that published articles will result in significant referral (click-through) traffic. Client acknowledges that referral traffic is not expected in any significant quantity. Rather, Client acknowledges that Services are intended to have positive effects with regard to brand awareness, brand value, and organic search rankings. However, SEO.co does not guarantee the effectiveness of services for attaining any of these goals. Client acknowledges and understands that the effectiveness of SEO.co’s services for increasing traffic, visitors, conversions, or sales, like any marketing tactics, are not guaranteed.
- SEO.co does not guarantee or represent that published articles will remain published permanently or that client link(s) will remain active or “live” within the published articles permanently. However, SEO.co does guarantee replacement or refund on any Client links that are permanently removed within 90 days of publication. Temporary outages, such as temporary site maintenance or other temporary issues that prevent the display of the article or client links are not subject to refund or replacement, unless the temporary issues persist for 14 days in a row prior to the 90-day publication guarantee window.
- SEO.co does not guarantee that new, different, or unique authors will be used for article placements that are not eligible for Client review & approval.
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:
- Deliverable is not completed within 5 months of the date Client’s payment was received for Service (note: this condition is only applicable once the article has been approved by the Client and submitted to the publisher for review. Client may not stall for 5 months, change their mind about Services, or otherwise purposely delay progress in order to qualify for this refund condition. Client’s failure to approve pitches or articles for publication for any reason are acceptable conditions for a 50% refund on each individual deliverable for which Client fails to approve pitch or final article. SEO.co allows unlimited revisions for all content for this reason.).
- Deliverable is rejected by the publisher.
- Deliverable is published but Client’s link is removed (note: if an article is published, and a link remains to the Client’s website but the URL or the anchor text has been altered, this placement is considered complete and is not eligible for refund or replacement).
- Deliverable is published on a domain other than what was approved by Client (only applies to orders above DA 50+).
- Deliverable is published, then either the Client link or the entire article is permanently removed within 90 days of publication. Temporary outages, such as temporary site maintenance or other temporary issues that prevent the display of the article or client links are not subject to refund or replacement, unless the temporary issues persist for 14 days in a row prior to the 90-day publication guarantee window.
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.
How Notices Will be Given.
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 info@SEO.co.com 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; Governing Law.
Venue and jurisdiction for any controversy or claim arising out of or pertaining to this Agreement or the breach thereof will lie in King County, Washington. This Agreement will be governed by and is subject to Washington 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 Washington 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.
Entire Agreement / Severability.
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.
Confidentiality of Agreement.
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.
Interpretation and Fair Construction of Contract.
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 parties agree that copies of this Agreement signed in counterparts will be treated as a single document, and given the full force and effect thereof, and that electronic or digital signatures will be afforded the same weight as wet signatures.
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 Washington. GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM BROUGH 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.