Discountclick.com SEO Services Agreement

Recitals

Agreements

•      Evaluating the current status of your website

•      Keyword research, analysis of the degree of competitiveness

•      Site structure analysis, recommendations and adjustments - Fixing the site for users and search engines

•      Employ technology to enable the web site HTTP server to serve specific search engine optimized pages according to the search engine robot / user-agent or search engine robot IP address from which the request comes from

•      Manual submissions to directories

•      Paid inclusions to directories and search engines, trusted feeds

•      Link building & Link Exchange Campaigns

•      Consulting and training for your staff

•      Providing accurate reports on web site performance

4.1 Keyword Selection.

Company will provide a comprehensive list of keywords and phrases relevant to Customer`s desired search terms and website pages. Customer may also provide a list of keywords and phrases relevant to Customer`s desired search terms and website pages.

4.2 Web Page Creation, Edits and Custom Programming.

Company may create or edit Customer`s existing Web Pages to include various HTML tags, content, text or other elements as deemed necessary by Company in order to aid submissions to selected search engines and directories.
Company may register additional domains to be used as gateways to improve SEO services. Registration shall be in Customer`s name and a schedule of fees for maintaining the additional domains shall be billed to Customer accordingly.

Company may create additional Web Pages for the purpose of targeting specific agreed upon keyword or phrase searches relevant to Customer`s Web Site. These Web Pages will be placed in locations determined to be most effective and at Company`s sole discretion.

Company may employ proprietary positioning techniques, coding and other resources, as it deems necessary to improve Customer`s positioning. Company reserves the right to create specially coded Web Pages to prevent competitors from copying code or any resources employed by Company.

4.3 Software.

Company will install, update, upgrade and configure the following software packages ("the Installation" or the "Software") as required by the Specifications and provide documentation and instructions to Customer on using all Software installed by Company. Customer will be required to install Search Engine Optimization Metric Service Software "code" embedded on customer`s website pages for the purposes of metrics, recording of performance, positioning techniques, link exchanges, content serving and conversion tracking.

Company will not manage or maintain copies of licenses for any of the software packages or installations under this Agreement. All licenses for software installations will be turned over to Customer upon execution of this Agreement.

4.4 Services.

Company will try to the best of its abilities and current industry standards and knowledge to increase search engine traffic and positioning, but does not guarantee or warrant rankings on all major search engines or make any gaurantees of any kind.
Company will have reports available online for recording real time traffic of Customer`s Web Site, Web Pages and any additional Web Sites or custom Web Pages created by Company under this Agreement. Company will provide the reports available online to Customer through their login and password account. Customer acknowledges that any reports provided by Company are to be considered estimates based on industry standard reporting software and techniques and shall never be construed as an exact counting of each and every submission.

Company will develop and maintain regular monitoring and reporting on search engine placement and SEO performance. Reports will be provided to Customer online and are accessible online real time with a login and password.

Customer acknowledges the following with respect to services:

a)     Company accepts no responsibility for policies of third-party search engines, directories or other Web Sites ("Third-party resources") that Company may submit to with respect to the classification or type of content it accepts whether now or in the future. Customer`s Web Site or content may be excluded or banned from any Third-party resource at any time. Customer agrees not to hold Company responsible for any liability or actions taken by Third-party resources under this Agreement.

b)     Customer acknowledges that the nature of many of the resources Company may employ under this Agreement are competitive in nature. Company does not guarantee #1 positions, consistent positioning, "top 10 positions" or guaranteed placement for any particular keyword, phrase or search term. Customer acknowledges that Company`s past performance is not indicative of any future results Customer may experience.

c)     Customer acknowledges that SEO and submissions to search engines and directories can take an indefinite amount of time for inclusion, unless paid inclusion programs are employed. Each edit or change made to any resources employed by Company will repeat these inclusion times.

d)     Customer acknowledges that any of the search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.

e)     Customer acknowledges that search engines may drop listings from its database for no apparent or predictable reason. Company shall re-submit resources to the search engine based on the current policies of the search engine in question and whether pay inclusion programs are being used.

f)     Company will endeavor to make every effort to keep Customer informed of any changes that Company is made aware of that impact any of the SEO Services and the execution thereof under this Agreement. Customer acknowledges that Company may not become aware of changes to Third-party resources, industry changes or any other changes that may or may not affect SEO services.

g)     Customer acknowledges that some of the Third-party resources only offer paid inclusion programs that require a fee or continued maintenance or performance fees. Customer is solely responsible for all paid inclusion fees and must maintain adequate funds in any Third-party accounts in order to maintain inclusion in these resources.

h)     Company reserves the exclusive right, for the duration of this Agreement, to approve or disapprove any design strategies, existing code or other techniques, whether requested by Customer or presently employed by Customer that are considered by Company to be detrimental to SEO and the execution of Company`s services under this Agreement.

5. Compensation.

For all of Company`s services under this Agreement, Customer shall compensate Company, in credit card or certified check, pursuant to the agreed upon Quote estimate of charges provided to customer after brief overview of Customers website. In the event Customer fails to make any of the payments referenced in the Quote for service, Company has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove equipment, software, services or resources owned by Company, whether leased to Customer by Company or not and any Company personnel or staff from Customer location(s), (3) bring legal action.

6. Confidentiality.

Customer and Company acknowledge and agree that the Specifications and all other documents and information related to the development of SEO (the "Confidential Information") will constitute valuable trade secrets of Company. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Company`s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

7. No Express or Implied Warranty.

ALL SEO SERVICES, SYSTEMS AND PRODUCTS PROVIDED BY DISCOUNTCLICK.COM UNDER THIS AGREEMENT ARE PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY IN FACT OR IN LAW, WHATSOEVER. YOU ACKNOWLEDGE AND AGREE THAT DISCOUNTCLICK.COM EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION PASSING THROUGH DISCOUNTCLICK.COM'S COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE, OR THE INTERNET. DISCOUNTCLICK.COM DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR COMPLETELY SECURE, AND DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADE SECRET OR TRADEMARK INFRINGEMENT. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, DISCOUNTCLICK.COM DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONDITIONS OF QUALITY, AND ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADESECRET OR TRADEMARK INFRINGEMENT.

8. Independent Contractor.

Company shall be retained as independent contractors. Company will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Company`s behalf. Company understands that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker`s compensation or unemployment insurance.

9. Equipment.

Customer agrees to make available to Company, for Company`s use in performing the services required by this Agreement, such items of hardware and software as Customer and Company agree are reasonably necessary for such purpose. Customer agrees to make available any access to services, hosting, ftp or other resources deemed necessary by Company to fulfill its obligations under this Agreement.


10. General Provisions.

10.1 Entire Agreement.

This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

10.2 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Exclusive jurisdiction and venue shall by in the Middlesex County, New Jersey Superior Court.

10.3 Binding Effect.

This Agreement shall be binding upon and enure to the benefit of Customer and Company and their respective successors and assigns, provided that Company may not assign any of their obligations under this Agreement without Customer`s prior written consent.

10.4 Waiver.

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party`s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

10.5 Good Faith.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

10.6 No Right to Assign.

Customer has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of Company, which consent can be withheld for any reason.

10.7 Right to Remove Resources.

In the event Customer fails to make any of the payments set forth on in agreement within the time prescribed in Terms & Conditions of service, Company has the right to remove any SEO under Company control until payment is paid in full, plus accrued late charges of 1 ½% per month.

10.8 Indemnification.

Customer warrants that everything it provides Company to employ in SEO is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third-party relating to any aspect of SEO, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney`s fees arising out of injury caused by Customer`s products/services, material supplied by Customer, copyright infringement, and defective products sold via SEO. Customer agrees to indemnify Company from responsibility for problems/disruptions caused by third-party services that Customer may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of SEO or multimedia project.

10.9 Use of Material for Promotional Purposes.

Customer grants Company the right to use its work in producing SEO for promotional purposes and/or to cross-link it with other advertising developed by Company. Customer grants Company the right to list, reference or otherwise identify Customer as a client of Company in Company`s advertising and marketing.

10.10 No Responsibility for Loss.

Company will have no responsibility for any third-party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed for SEO. Company is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of SEO under this Agreement.

10.11 Right to Make Derivative Works.

Company will have the exclusive rights in making any derivative works from any of its work, practices, coding, programming or other work in regards to SEO.

10.12 Attorney`s Fees.

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney`s fees and costs, including expert witness fees.

10.13 Identification of Company.

Customer agrees that Company identification may be annotated, and remain, within the code or on the Web Site as the authors. Customer also agrees to put Company`s copyright notices on SEO and the relevant content therein.

10.14 Transfer of Rights.

In the event Company is unable to continue maintenance of SEO services, non-exclusive rights to SEO will be granted to Customer. Transfer of Rights does not apply to non-transferable third-party licenses and proprietary Material owned by the Developers.

10.15 Domain Name.

Any domain name registered on Customer`s behalf will be made in Customer`s name for both the billing and administrative contacts. The technical contact is generally required to be the hosting ISP or Domain Registrar. Company will not register domain names in Company name. Customer is responsible for renewing Customer`s domain name.