Advutu Systems hereby agrees to perform all of the services set forth herein and in that certain Statement of Work attached hereto as Exhibit A, and any other statements of work mutually agreed to and manually executed by the parties (collectively, the "Statement of Work") for certain services as more particularly described therein (the "Services"). If any term or condition in the Statement of Work conflicts in any way with the terms and conditions set forth in this Agreement, the terms and conditions of this Agreement will control, provided, however, that provisions of the applicable Statement of Work will prevail over any provisions of this Agreement which are expressly referred to in the Statement of Work.
Client shall pay Advutu Systems all amounts set out in the Statement of Work ("Fees") by credit card, t-transfer, bank transfer (or such other method of payment as may be agreed to by Client and Advutu Systems) on a monthly, quarterly, annual, or other basis, as may be agreed to by Client and Advutu Systems (the "Billing Cycle"). Payment of Fees shall be made in advance of the Services being performed and is due at the start of each Billing Cycle. Fees are subject to changes from time to time at the sole discretion of Advutu Systems, which changes may be made at the end of a Billing Cycle with thirty (30) days’ notice to Client. Client is solely responsible for paying directly to any third party provider (e.g., Google) for any advertising costs and fees as per the monthly budget set out in the Statement of Work, which budget may be amended from time to time by Client with notice to Advutu Systems.
During the term of this Agreement and at any time after the termination of this Agreement, each party will keep in strict confidence all information obtained, developed, accessed, disclosed or acquired in connection with this Agreement or the performance of the Services (collectively, the "Confidential Information"). The Confidential Information will be used for no purpose other than to perform the Services. Neither party will disclose Confidential Information without the other party’s prior written consent, except that each party will be permitted to disclose Confidential Information (a) to its affiliates, lawyers, accountants, auditors, managers, representatives, contractors and consultants who have a need to know the Confidential Information in furtherance of the purpose set forth in this Agreement (collectively, the "Representatives"), or (b) to the extent required by applicable law or court order. Notwithstanding the foregoing, information furnished or made available by or on behalf of either party will not constitute Confidential Information if such information: (a) is rightfully in the recipient’s possession before receipt from the disclosing party without violating the recipient’s or any of its Representative’s obligations hereunder; (b) is or becomes generally available to the public other than as a result of a violation of this Agreement; (c) is received by the recipient from a source (other than the disclosing party) not bound, to the actual knowledge of recipient or its Representatives, by any obligation prohibiting or limiting the disclosure of such information; or (d) is independently developed by the recipient or its Representatives without any use of or reference to the Confidential Information.
Client may terminate this Agreement at any time with immediate effect upon providing at least three (3) days’ written notice to Advutu Systems. Advutu Systems may terminate this Agreement (i) at any time upon providing at least ten (10) days’ written notice to Client, or (ii) with immediate effect in the event of a breach by Client of its obligations under this Agreement which is not cured within three (3) days of its receipt of written notice thereof. Upon any such termination, Client will immediately pay Advutu Systems for Services performed and expenses incurred pursuant to this Agreement or Statement of Work, as the case may be, as of the date of such termination, less the aggregate of previous payments, allocable to any Services completed and incurred expenses as of the date of such termination. Any prepaid Fees are non-refundable.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
Client acknowledges Advutu Systems makes no representations, warranties or conditions of any nature, express or implied, statutory or otherwise, respecting the services, including but not limited to, guarantees of increase in client’s revenue, profit, business or opportunities as a result of Advutu Systems’ performance of the services, any non-infringement, merchantability or fitness for a particular purpose or from a course of dealing or usage of trade. The liability of either party for any breach of this agreement or otherwise from any acts or omissions of its respective personnel will in all circumstances be limited to direct damages and in no event will either party have any liability to the other, whatsoever, for any special, consequential, indirect, incidental, exemplary or punitive damages, whether in contract, tort or otherwise in relation to this agreement, including without limitation loss of revenue, lost profits, loss of goodwill, work stoppage, computer failure or malfunction, lost or corrupted data, business interruption, or loss of business opportunities. In no event shall either party’s aggregate liability in connection with this Agreement or Statement of Work exceed the amounts actually paid by Client to Advutu Systems in aggregate over the immediately preceding six (6) month period.
This Agreement will be governed by and construed in accordance with the substantive laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard for principles of conflict of laws.
RELATIONSHIP OF PARTIES
Advutu Systems is an independent contractor and nothing contained herein will be deemed to create the relationship of principal and agent, partnership, membership, joint venture, employment, trust or other relationship between the parties hereto or any of their respective employees.
This document, upon instructions from the parties hereto, has been drafted in the English language. Les parties ont convenu à ce que ce document et tous les documents s’y rattachant soient rédigés en anglais. This Agreement contains the entire agreement between the parties and there are no other understandings except as set forth in writing and signed by both parties.
SEO Terms and Conditions
This contract is entered into between Advutu Systems Inc. (hereinafter referred to as "Advutu Systems") and your company (hereinafter referred to as "Client") on the day you complete the form.
Advutu Systems will provide Client with Search Engine Optimization Services (hereinafter refer red to as "SEO") as described in this contract. Advutu Systems will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client’s website.
All invoices must be paid infull within 3 days of billing or in the due date mentioned in our invoice to you. Advutu Systems's SEO services are intended to serve two main purposes: 1) to provide the Client with increased exposure in search engines, and 2) to drive targeted online traffic to the site. Advutu Systems's SEO Services may include (but are not limited to):
Researching keywords and phrases to select appropriate, relevant search terms.
Obtaining "back links" from other related websites and directories in order to generate link popularity and traffic.
Editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary.
Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.
Recommend, as required, additional web pages or content for the purpose of "catching" keyword/phrase searches.
Create traffic and ranking reports showing rankings in the major search engines.
Creating blog posts and social media posts.
For the purposes of receiving professional SEO services, Client agrees to provide the following:
Administrative/backend access to the website for analysis of content and structure.
Permission to make changes for the purpose of optimization, and to communicate directly with any third parties.
Unlimited access to existing website traffic statistics for analysis and tracking purposes.
Access to a client email address (@domain or gmail) for the purposes of requesting links.
Authorization to use client pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by (Company name) for search engine optimization purposes.
If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages.
Client must acknowledge the following with respect to SEO services:
All fees are non-refundable.
All fees, services, documents, recommendations, and reports are confidential.
Advutu Systems has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any director y or search engine at any time at the sole discretion of the search engine or directory.
Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Advutu Systems does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, Advutu Systems will re-optimize the website/page based on the current policies of the search engine in question.
Some search directories offer expedited listing services for a fee. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion or expedited service fees. Advutu Systems can offer a list of expedited listing services upon request.
Linking to "bad neighborhoods" or getting links from "link farms" can seriously damage all SEO efforts. Advutu Systems does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
Advutu Systems is not responsible for changes made to the website by other par ties that adversely affect the search engine rankings of the Client’s website.
Additional Services not listed herein (branded copywriting, Ad campaigns, addition consulting, etc.) will be provided for additional fees.
The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Advutu Syastems for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Advutu Systems and its subcontractors from any liability or suit arising from the use of such elements.
Advutu Systems is not responsible for the Client overwriting SEO work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content, based on the hourly rate of $100 per hour. Notwithstanding any other provision of this Agreement, Advutu Systems's obligation to provide free SEO services shall cease in the event the Client’s conduct overwrites the SEO services provided. For example, if the client’s webmaster uploads content without consulting Advutu Systems, then Advutu Systems's obligation to provide SEO services for free shall terminate.
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