SEO Contract


SEO & Marketing Agency Contract 

  This SEO Contract (this "Contract"), dated as of ____________________, 2022 (the "Effective Date"), is between:

  • White Label Resell (hereinafter referred to as "WLR") of registered address: __________________, __________________, Southern California; and 
  • ________________________________ (hereinafter referred to as the "Client") of address: __________________, __________________, __________________.

WLR and the Client are sometimes individually referred to as "Party" and collectively referred to as the "Parties." 

  

WHEREAS, WLR and the Client desire to establish non-exclusive Services Contract whereby WLR will utilize its capabilities for the Client. This Contract may be modified from time to time in the form of a written instrument signed by both Parties (an "Amendment"). The terms of any Amendment executed during this Contract will be subject to the terms of this Contract unless otherwise stipulated in the Amendment. 

Definitions

In this Contract, the following words are defined: 

Contract

this Contract for the provision of the Services (as defined below) including any Schedule;

Confidential Information

in relation to either party, any information (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with this Contract;

Effective Date

the date on which the Contract is signed by all parties;

Term

This Agreement shall remain in effect for a period 12 months.

Term Payment

The Client shall fulfil payment obligations with payments made to WLR by either:

  • upfront payment in full, 50% due when executing the Agreement, and the remaining 50% paid within 30 days; or
  • monthly payments during the Term of the Agreement.

Intellectual Property Rights

any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trademark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up, rights in goodwill or to sue for passing-off and any other rights of a similar nature or other industrial or intellectual property rights owned or used by WLR, including applications and the right to apply for and be granted, extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future;

Marketing Services

the services which are set out and described in Schedule 1 of this Contract, together with any other services which WLR provides or agrees to provide to the Client;

Sales Tax

Services tax, 7.5% tax imposed on the supply of services that are purchased in California.

Requirements

the description or specification for Marketing Services as set out in Schedule 1 of this Contract;

 Scope of SEO & Digital Marketing Services

  1. The Parties will undertake the activities listed in Schedule 1. The Parties acknowledge that their respective obligations to undertake the activities listed in Schedule 1 serve as good and valuable consideration for this Contract. 

Search Engine Optimization

  1. WLR agrees to provide the Client with SEO Services as described in the Schedule 1 of this Agreement. WLR is authorized to use the specific keywords and/or phases required for development, improving the ranking of, and/or positioning the contents of the Client's URL(s) (as set forth in the Schedule) 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:
  1. Research keywords and phrases to select appropriate, relevant search terms number of keywords is set forth in the Schedule. Additional keyword purchases will require a separate Schedule.
  2. Submit Client's pages to search engines and directories as set forth in the attached Schedule or this Agreement.
  3. Create positioning reports showing rankings in the major search engines and under

which keywords.

Client Obligations

  1. The Client hereto acknowledges and agrees that:  
    1. WLR 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 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. WLR will resubmit those pages that have been dropped from the index.
    1. 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). 
    1. Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time.
    1. Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often listing will "reappear" without any additional submissions. Should the listing not reappear, WLR will re-submit the web site(s) based on the current policies of the search engine or directory in question.
    1. Some search engines and directories offer expedited listing services for a fee. WLR encourages Customer to take advantage of these expedited services. Customer is responsible for all expedited service fees unless otherwise noted in the Schedule.   
    1. At the end of the term of this Agreement, the Client reserves the right to opt for a transfer of the website to a preferred hosting. If the website will remain with existing hosting, the Client thereafter shall be required to pay a monthly fee to WLR.

  

Fees and Payment Terms

  1. In consideration of the provision of the Services provided by WLR, the Client shall pay the Service Charges as set out in Schedule 1 which specifies whether the charges are on a time and materials basis, a fixed price basis or a combination of both. Payments shall be made in accordance with the Term Payment.
  1. All charges quoted to the Client are inclusive of Sales Tax. Where Services are provided on a time and materials basis: 
    1. the charges payable for the Services shall be calculated in accordance with WLR's standard daily fee rates for each individual person;
    2. WLR will ensure that every individual whom it engages in relation to the Services completes time sheets recording time spent on the Services or Deliverables; and
    3. WLR will invoice the Client monthly in arrears for its charges for time, expenses and materials (together with Sales Tax where appropriate) for the month concerned, accompanied by any relevant receipts for any materials and expenses as incurred in accordance with the clause below.
  1. The Client shall pay on a monthly basis to WLR, in full and in cleared funds. Other payment methods include: 
      1. by cheque made payable to WLR.
      2. by credit card but subject to an additional charge as notified by WLR.
  1. All sums payable to WLR under this Agreement shall become due immediately on its termination, despite any other provision.
  1. The Client reserves the right to modify, reject, cancel or stop any and all plans or work in process. The Client shall agree to reimburse WLR for all costs and expenses we incurred, prior to the Client’s change of scope; which shall be non-cancelable commitments, and agrees to defend, indemnify and hold us harmless for any liability relating to such action. 
  1. WLR shall use our best efforts to minimize such costs and expenses. Due to the nature of the Digital Marketing industry, WLR cannot offer guarantees for a majority of its Services and, as such, all payments are nonrefundable. Refunds to Services are only provided in limited instances where the guarantee has not been met on a guaranteed service; the Client has taken all actions consistent with this Contract and has not taken any action that would void the guarantee.
  1. If the Client fails to pay for a total of 3 months, the Contract shall be terminated without notice, and WLR shall reserve the right to suspend services or remove website from current hosting.

Term and Termination

  1.  The term of this Contract shall be twelve (12) months from the Effective Date unless terminated earlier pursuant to the provisions of this Contract. If the Client breaches any term of this Contract, WLR may, in its sole and exclusive discretion, suspend or terminate the Client’s Services immediately and without notice to you. Services Fees may continue to accrue on suspended accounts and the Client will continue to remain responsible for the payment of any Services fees that accrue during the period of suspension.
      
  2. All termination requests shall be submitted via email. WLR may terminate this Contract for any reason at any time after the initial Term with 30 days prior written notice without further obligation of either Party except for any outstanding payment obligations hereunder. 
  1. Termination shall relieve only WLR of any obligations incurred prior to the termination. Upon termination, WLR agrees to (i) cease all provision of services; (ii) cease all use of the Client's technology and Marks; and (iii) cease making the Client's services available in or through a website or otherwise, and upon request, to promptly destroy or return all copies (electronic or written) of the content, technology, and any other confidential or proprietary information in WLR's possession or control. The Client shall be required to complete payment obligation to receive the website. 

Warranties and Disclaimer

  1. Each Party represents and warrants to the other that: 

  

      1. it has the full corporate right and authority to enter into this Contract and to perform the acts required of it hereunder; 
      2. the execution of this Contract by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Contract to which such Party is a Party or by which it is otherwise bound; 
      3. when executed and delivered by such Party, this Contract shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party according to its terms; 
      4. such Party acknowledges that the other Party makes no representations, warranties or Contracts related to the subject matter hereof that are not expressly specified in this Contract. 

  

  1. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES AND EACH PARTY HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS CONTRACT, INCLUDING ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 

  

Indemnification

  1. The Client will indemnify, defend, and hold WLR and its directors, officers, employees and agents harmless from any and all costs, expenses (including reasonable attorney's fees) losses, damages, or liabilities incurred insofar as such costs, expenses, losses, damages or liabilities are based on a claim that the Client's technology or the Client's Marks infringes any intellectual property rights of a third party. 
  1. The Indemnified Party shall provide the Indemnifying Party with prompt written notice of any such claim. The indemnifying Party shall have sole control and authority with respect to the defense and settlement of any such claim. The Indemnified Party shall cooperate fully with the indemnifying Party, at the indemnifying Party's sole cost and expenses, in the defense of any such claim. The indemnifying Party shall not agree to any such claim that does not include a complete release of the Indemnified Party from all liability with respect thereto or that imposes any liability, obligation or restriction on the Indemnified Party without the prior written consent of the Indemnified Party. The Indemnified Party may participate in the defense of any claim through its own counsel, and at its own expense. 

  

Confidentiality  

  1. The parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, account login, trademarks, service marks, services, systems, proprietary products and processes, transactions and/or business relations (collectively, the "Information"). The term "Information" shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of a Party. 
  1. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other's information solely for the purpose of performing obligations under this Contract, and only disclose the Confidential Information on a need-to-know basis, provided that, such party shall be liable for the acts of any third party who obtains the Confidential Information from such party. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement. 
  1. Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Contract may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to seen an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it. 

 Limitation of Liability

  1. If WLR's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, sub-contractors, consultants or employees, WLR shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay. Nothing in this Agreement limits or excludes either party's liability for: 
  1. death or personal injury caused by its negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability which cannot be limited or excluded by applicable law.
  1. Subject to the above clause and the clause above (Indemnity), WLR shall not have any liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for: 
  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  4. loss of anticipated savings;
  5. loss of or damage to goodwill;
  6. loss of use or corruption of software, data or information;
  7. any indirect or consequential loss

General Provisions

  1. Entire Agreement. This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
  1. Waiver. No waiver of any provision of this Contract or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. 
  1. Notice. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other party's registered address or place of business, or sent by email to the other party's main business email address as notified to the sending party.
  1. Force Majeure. WLR shall not be liable for any failure nor is a delay in performing their obligations where such failure or delay results from any cause that beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any other event that is beyond the control of the party in question. The party affected by a circumstance beyond its control shall use all reasonable endeavors to mitigate the effect of the force majeure upon the performance of its obligations. 
  1. Amendments and Severability. No amendment or modification of this Contract, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. In the event that any provision of this Contract should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby. 
  1. Assignment. This Contract shall be binding upon and inure to the benefit of each Party's successors and assigns. Neither Party may assign this Contract, in whole or in part, without the other Party's prior written consent; provided, however, that the sale of any portion of the assets of either Party, or any of its subsidiaries, its acquisition by merger of another WLR, shall not be deemed an assignment of this Contract by such Party. Provided further, that the Party to be sold or acquired in accordance with the previous sentence must provide written notice to the other Party of any such sale or acquisition within forty-five (45) calendar days of the closing. Any attempt to assign this Contract other than in accordance with this provision shall be null and void. 
  1. Independent Contractors. The Parties to this Contract are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any Contract for or on behalf of or incur any obligation or liability of, or to otherwise bind, the other Party. This Contract shall not be interpreted or construed to create an association, joint venture, partnership, sales, representative or employment relationship between the Parties or to impose any partnership obligation or liability upon either Party. Each Party shall bear its own costs and expenses in performing this Contract. 
  1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the applicable federal laws of the United States. Each party irrevocably and unconditionally attorns to the exclusive jurisdiction of the State or Federal Courts located in the State of California, for the purpose of any action or proceeding brought by either of them in connection with this Agreement or any alleged breach thereof.

IN WITNESS WHEREOF,  WLR and the Client have caused this Contract to be signed and delivered by its duly authorized representative. 

  

    WLR WEB AGENCY:


Signed:

 
 

Christian Mclark, it’s CEO

Dated:

 

CLIENT:

Signed:

 

Name:

 _______________________________________

Dated:

 

SCHEDULE 1- SCOPE AND PAYMENT TERMS 

  

 SCOPE

WLR and the Client have agreed to execute the services identified below. Each Party shall coordinate their respective services or responsibilities. The Client shall provide WLR access to the following accounts, in order to carry out services:

  1. Email database
  2. Backend website

WLR shall provide to the Client the following services:

  1. Website & E-commerce Audit: focused on the Client experience of the site and increasing conversion;
  2. Search Engine Optimization services;
  3. Ongoing recommendations to maximize e-commerce conversion;
  4. Ongoing recommendations to maximize digital marketing reach;
  5. Social Media Platform Advertising Execution: ongoing refinement of and management of our ad program;

WLR shall:

  1. Retain the Client’s website on WLR’s hosting platform;

The additional Scope of Work per Client’s requirements shall be as follows:

 
 
 
 
 

PAYMENT

Inconsideration of SEO and services provided by WLR, the Client shall pay the following: 

$_______________.00 USD (Service Charge)

Leave this empty:

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Signed by Christian Clark
Signed On: March 1, 2022


Signature Certificate
Document name: SEO Contract
lock iconUnique Document ID: 5bfff0f2712ab843c0d2c4ae283c55c1ee0c7ad7
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March 1, 2022 2:25 am PDTSEO Contract Uploaded by Christian Clark - [email protected] IP 84.254.172.133