1st on the List Promotion Inc. Terms and Conditions Agreement
Article 1 Commencement Date
THIS AGREEMENT is to commence upon the date as indicated within the signed agreement page found attached to the proposal.
Article 2 Description Of Parties
1st on the List Promotion Inc., whose address is:
201-33119 South Fraser Way, Abbotsford, BC, V2S 2B1, Canada,
hereinafter referred to as the “Provider”
The Purchaser with Company Name and Address as indicated within the signed agreement page found attached to the proposal; hereinafter referred to as the “Purchaser.”
Article 3 Recitals
WHEREAS the Provider offers Search Engine Optimization (SEO) and internet marketing services (hereinafter referred to as “SEO Services”)
AND WHEREAS the Purchaser is interested in utilizing the SEO Services of the Provider
AND WHEREAS the Provider desires to offer SEO Services to the Purchaser, and the Purchaser wishes to contract SEO Services from the Provider
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants set out herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties to this Agreement agree as follows:
Article 4 Definitions and Interpretations
4.1 For the purposes of this Agreement, the following terms shall have the following meanings:
4.2 In this Agreement, unless the context requires otherwise, the singular number shall include the plural and vice versa; words importing the masculine gender shall include the feminine and render the gender neutral; and words importing persons shall include associations, partnerships and corporations and vice versa.
4.3 For purposes of this Agreement, an entity shall be related to or affiliated with a Party if one of them is a subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person. If two bodies corporate are affiliated with the same body corporate at the same time, they shall be deemed to be affiliated with or related to each other.
4.4 Unless the context of this Agreement requires otherwise, reference in this Agreement to a numbered or lettered article, section, subsection, or paragraph refers to the article, section, subsection, or paragraph bearing that number or letter in this Agreement. A reference to “this Agreement,” “herein,” “hereof,” “hereunder” or similar terms refer to this Agreement as a whole, together with any amendments to this Agreement.
4.5 All references in this Agreement to dollar amounts are to Canadian or US Funds as detailed on the signed agreement page attached to the proposal
Article 5 SEO Services
5.1 Provider shall perform SEO Services for the Purchaser’s Website as specified within the signed agreement page found attached to the proposal.
5.2 SEO Services may include:
(c) Optimization of the HTML code, and sometimes existing site content, for a selected number of main site pages, as determined by Provider.
5.3 Services regarding Links, Articles, Press Releases & Profile Listings are subject to change depending on availability of services, industry practices, etc. If such a change is necessary; funds & time set aside for those services will be redirected into other areas of optimization.
5.4 Purchaser is required to provide content as outlined in Article 8.3 (c) for the creation of new website pages. Should the Purchaser choose not to provide such content or require further assistance not outlined within the boundaries of this agreement, Provider will supply Related Services for the additional costs of $200 per page (200 to 400 words a page) for content writing, and $120 per hour for consultation. Both parties prior to any Related Services being performed shall mutually agree upon such additional services. Allocation of time is subject to availability.
5.5 If SEO Services and/or Related Services are to be provided at Purchaser’s facilities, then an additional fee of $800 will be charged per day that a representative of the Provider is required to be present at the Purchaser’s facilities. Furthermore the Purchaser shall reimburse Provider for reasonable expenses for travel, accommodations, and such other reasonable costs as are incurred by Provider in connection with the provision of such technical support. Purchaser shall reimburse Provider within (30) days of Purchaser’s receipt of documentation of such expenses.
Article 6 Remuneration
6.1 Purchaser shall pay to Provider the fees as outlined within the signed agreement page attached to the proposal. Such fees are to include the following:
Monthly cost is to be paid monthly for a suggested period of no less then 8 months and begins upon completion of Setup.
Payment for these services may be paid in full prior to project start or split into 2 payments with 50% being paid prior to project start and 50% paid upon project completion.
6.2 Purchaser shall pay and satisfy the fees set of this Agreement by payment to, or to the order of the Provider, by check or valid credit card (Visa, MasterCard, or American Express) in CAD or USD, whichever is specified within the signed agreement page attached to the proposal.
6.3 Purchaser shall pay and satisfy the fees according to the payment schedule set out in within the signed agreement page attached to the proposal with invoiced payments due no later than thirty (30) days from invoice date.
6.4 There shall be a 1.5% late penalty per month or part of month for any payment amounts owed by Purchaser that are past due.
6.5 If Purchaser is past due by more than 60 days on any payment to Provider, Provider may discontinue its SEO Services and/or Related Services without further notice to Purchaser. Purchaser shall still pay all outstanding fees and late penalties up to and including the third month that payment is past due.
6.6 There shall be no reimbursement with regard to remuneration under this Agreement. Any fees paid hereunder are non-refundable.
Article 7 Intellectual Property and Copyright
7.1 Purchaser warrants that it has given Provider the right to use specific Keywords or intellectual property and hereby grants Provider the right to use such Keywords or intellectual property, if any, solely in connection with Provider’s promotion of, referencing of, cataloging of, or indexing of Purchaser’s Specified Website.
7.2 Purchaser hereby agrees that any material submitted to Provider for publication will not violate or infringe any copyright, trademark, patent, statutory, common law or proprietary rights of others, or contain anything libelous or harmful.
7.3 Purchaser agrees to hereby indemnify and hold Provider harmless from and against any and all claims by any third party (including reasonable attorneys’ fees) that the use by Provider of any of Purchaser’s intellectual property pursuant to this Article 7 infringes on the intellectual property of such third party.
7.4 The Parties agree that they shall keep confidential any proprietary, business, trade secret, copyright, patent, prices, or other such information of the other, or any of their subsidiaries, affiliates, vendors, suppliers, or customers, and shall not release same without the express written consent of the other. The terms of this Article 7.4 shall survive the termination of this Agreement. In the event that a third party disputes information provided by Purchaser to Provider, Provider reserves the right to disclose only the identity of Purchaser.
Article 8 Indemnification and Access
8.1 Purchaser shall indemnify and save harmless Provider and Provider’s directors, officers, employees, agents and assigns from and against all claims, actions, obligations, liabilities, damages, losses and judgments, including any incidental costs and expenses arising out of or in connection with a breach by Purchaser of its obligations hereunder.
8.2 Purchaser acknowledges that Provider is a specialist and does not profess expertise in Purchaser’s area of business. Purchaser is responsible for, and Provider has no liability for, the content, trademarks and other aspects of the website that are related to Purchaser’s business, industry, and competitors.
8.3 Purchaser agrees to provide the following:
8.4 Purchaser acknowledges that problems related to web servers, website design, duplicate content, and multiple domains can pose serious obstacles to Search Engines and/or Rankings and hereby agrees to the following:
Article 9 Term and Termination
9.1 The Term of this Agreement, subject to the prior renewal or termination of this Agreement pursuant to the terms and conditions hereof, is from the Commencement Date until the end of the Optimization stage.
9.2 Upon completion of the first six (6) months of this Agreement, purchaser may cancel this agreement with thirty (30) days written notice. Purchaser shall still pay in full all outstanding fees and late penalties up to and including the end of the thirty (30) day notice period.
9.3 Either Party may terminate this Agreement in the event that the other Party breaches a material condition hereof, provided that the first Party gives written notice of the breach to the second Party. The second Party shall have thirty (30) days from receipt of such notice to correct the breach. In the event the breach is not remedied within this period, the first Party may, in its sole discretion, terminate this Agreement within thirty (30) days after the expiry of the original notice period and according to the following stipulations:
9.4 In the event that the Purchaser terminates this Agreement, payment shall be made in full up to and including the end of the thirty (30) day notice period and Provider shall complete unfinished work up to the end of that notice period.
9.5 Notwithstanding any other provision of this Agreement, the Parties agree and acknowledge that the provisions of Articles 7, 8 and 10 shall survive the expiration or termination of this Agreement and shall remain in full force and effect notwithstanding such expiration or termination.
9.6 Any termination of this Agreement shall be without prejudice to any other rights (including any right of indemnity), remedy or other relief vested in either Party or to which either Party may otherwise be entitled pursuant to this Agreement.
Article 10 General
10.1 Warranties by both Parties are as follows:
10.2 Provider and Purchaser agree that Provider is performing its duties and services under this Agreement as an independent contractor. Any personnel employed by Provider who performs duties or services related to this Agreement shall remain under the supervision, management, and control of Provider.
10.3 Purchaser may not assign this Agreement, in whole or in part, without Provider’s written consent and any attempt to assign this Agreement without such consent shall be null and void.
10.4 Neither Party shall be liable by reason of any failure or delay in the performance of its obligations under this Agreement by reason of fires, floods, storms, earthquakes, acts of God, explosions, power failures, shortages, strikes, riots, insurrection, war, governmental action, labor conditions, or any other causes beyond the Party’s reasonable control, including the actions of Search Engines, Directories and related parties not under the direction or control of the Provider.
10.5 The delay or failure in performance excused by Article 10.4 of this Agreement shall only be excused for so long as the causes of such excusable delay or failure subsist. The Parties shall resume the performance of their respective undertakings forthwith upon cessation of the cause of such excusable delay or failure.
10.6 Should any provisions or portion of this Agreement be held unenforceable or invalid for any reason, that part shall be deemed severed from this Agreement and the remaining provisions and portions of this Agreement shall be unaffected by such holding and remain enforceable.
10.7 Any notice, direction or other instrument required or permitted to be given by either Party under this Agreement shall be in writing and shall be sufficiently given if delivered personally, sent by prepaid first class mail or transmitted by telecopier or other form of electronic communication during the transmission of which no indication of failure of receipt is communicated to the sender.
201-33119 South Fraser Way, Abbotsford, BC, V2S 2B1, Canada
Fax #: (604) 746-5475
10.8 The substantive and procedural law of the Province of British Columbia shall govern this Agreement and the rights and the obligations of the Parties herein.
10.9 In the event of arbitration and/or disputes:
10.10 This Agreement cannot be amended or otherwise modified except as agreed to in writing and signed by each of the Parties hereto.
10.11 This Agreement shall be binding on the Parties hereto and each of their heirs, executors, administrators, successors, and, where applicable, assigns.
10.12 This Agreement and any attachments to it constitute the entire Agreement between the Parties with respect to the subject matter hereof. The undersigned certify that they have read all of the foregoing Agreement, have conferred with counsel pertaining to the same if they chose to do so, and fully understand all of the terms of this Agreement and acknowledge and represent that they enter into this Agreement of their own will and not due to any representation, commitment, promises, pressure, or duress from any other party. Any prior agreements, promises, negotiations, discussions, or representations, whether oral or written, not expressly set forth in this Agreement are of no force or effect. The terms and conditions of this Agreement shall prevail over any contrary or inconsistent terms of any purchase order or any other document.