1 MONTHLY SEARCH ENGINE OPTIMIZATION AGREEMENT: This Search Engine Optimization Services Agreement ( Agreement ) is a valid legal agreement between FREPAC TECH ( hereinafter referred to as Service Provider ) and.. ( hereinafter referred to as Client ) This Agreement governs the client s purchase and use of FREPAC TECH Services ordered by the client during the Sign-up Process. "The Client" is contracting "The Company" as a provider of SEO maintenance services. Services considered search engine optimization ' are subject to be charged at a regular Monthly rate of ksh 1000/=ksh,. ARTICLE 1 GENERAL 1.1 Overview of Agreement. This Terms of Service Agreement will strongly establish and explain the terms and conditions on which FREPAC TECH provides search optimization service to client. It is important that this document be thoroughly reviewed if client agrees to these terms and conditions, and is willing to be bound by them. 1.2 This Agreement explains the important terms and conditions under which FREPAC TECH shall operate and provide search engine optimization service package subscribed to/or applied to by the client. 1.3 This Agreement also declares your consequent obligations as our client in relation to the search engine optimization service package you have subscribed for. 1.4 Any attempt to amend terms and conditions enclosed in this Agreement and question the said points after the effective date through conflicts or misrepresentation in any other document shall be of no force and void the effects. 1.5 By availing of search engine optimization service of FREPAC TECH, and by entering into this page, you as our client, acknowledge that you have read, understood, and agreed to be bound by all terms and conditions mentioned in this Agreement, as well as any additional rules or policies that may be established by FREPAC TECH from time to time. This Agreement, and those that may from time to time be added or modified herein, constitutes the exclusive agreement between the client and FREPAC TECH concerning your use of the optimization service and shall supersede and govern all prior proposals or agreements made by any of our representatives. PROPRIETARY RIGHTS
2 2.1 Restrictions. The client is expected to recognize the practice of good and ethical Internet practices. The client shall comply with the rules appropriate to any of the product or service provided by FREPAC TECH. The client is also expected not to permit FREPAC TECH access to information the client desires to keep confidential. 2.2 Privacy and Intellectual Property Rights Client hereby recognizes and acknowledges that the search engine optimization techniques to be employed on the websites are customized by the FREPAC TECH, copyright of which shall remain fully owned by the SEO service provider subject to the terms and conditions set in this agreement Client acknowledges (i) given the global nature of the Internet, that there is no necessity to modify the product and service provided by FREPAC TECH (ii) that such actions will likely impair the performance standards of optimization expected by FREPAC TECH Client shall not update, alter, modify, or tamper with the optimized pages. The client hereby acknowledges that such inappropriate actions may void the guaranteed offered by FREPAC TECH Client shall have no right to copy, in whole or in part, the optimized pages. Client, however, can only make one archival copy of the optimized pages solely for archival and disaster recovery purposes only. Client shall have no right to upload the pages or redirect the previous optimized website to other domain. Client acknowledges that such action may also void the guaranteed aforementioned. FREPAC TECH GUARANTEE 3.1 Overview of the Service. FREPAC TECH employs optimization services that will allow the client s website to achieve relevant search engine ranking in the four (4) major search engines provided that complete requirements are submitted by the client. 3.2 Guarantee FREPAC TECH guarantees top positioning among the four (4) major Search Engines: Google, Yahoo, AOL Search, MSN Search. The minimum guaranteed number of top 40 positions is equivalent to the total number of keyword package ordered. This guarantee applies only upon the completion of work by FREPAC TECH s SEO Specialists. A verification report will be sent to client after all site optimization processes have been completed. Client agrees that guarantee is void if SEO service provider finds out that our work has been tampered, duplicated, or redirected to another domain without prior notice and approval. Client also understands that guarantee is void if any instruction or important notice from FREPAC TECH as a warning of the probable effect in ranking is neglected.
3 FREPAC TECH SEO SERVICE 4.1 Keyword Analysis Upon receipt of the Keyword Profiler completed filled-up by the client, FREPAC TECH shall start doing the keyword research using tried and tested techniques, methods, and tools. Our SEO specialists will start with client s keyword suggestions and examine your website as initial analysis. Keyword research will then be performed and a recommended keyword list will be sent to you for review, selection, and approval. Client shall thoroughly review the list sent by FREPAC TECH and send back an approved list for page optimization to commence. Client may approve or suggest additional keyword research. FREPAC TECH will only allow up to 2 rounds to allow client to choose the best keywords for optimum performance. The approved final list, must however, follow the guidelines set by FREPAC TECH in choosing the right keywords. If client has list of preferred keywords, FREPAC TECH SEO specialists will have to approve and analyze them first before optimization will move for FREPAC TECH to process If no response is received within a period of 10 days, the optimization project shall be abandoned. 4.2 Content Writing and Site Optimization FREPAC TECH SEO specialists will create customized text written with such technique that search engine spiders will understand and following the optimization standards (keyword density, prominence, and proximity). Website s HTML codes will be validated to ensure that client s website is in working order for the search engines. Client shall carefully read the text content, check all links, and make sure that design of the pages is consistent with the other site pages. Request for revisions are allowed granted that a detailed instruction is given. Minor changes on the text, layout, links, and images will be entertained. However, a radical change on the content made by the client, will not processed because there is little guarantee that such will perform well in the search engines. If client insists on using own content, guarantee is void. Client shall send a written approval for the optimized pages to be uploaded to website and complete the optimization. Upon receipt of the written approval, FREPAC TECH shall now upload the optimized pages to client s website. Client shall provide correct and full (read/write) FTP access to the root directory of website. FREPAC TECH shall make a copy of client s website prior to uploading of the optimized pages for archival and disaster recovery purposes. 4.3 Search engine submission
4 A verification report will be sent to client after optimized pages have been completed. Client s website will then be submitted manually to major search engines, as well as, minor search engines and directories. FREPAC TECH optimization service does not include paid submission fees that some engines charge for inclusion. Client hereby agrees that website is submitted to the major engines and free directories as part of optimization process. 4.4 Visibility report FREPAC TECH shall send a monthly visibility of report from the day their website is submitted to the Search Engines. Report generated shall include the current and updated positioning of the keywords being optimized among the four (4) major Search Engines: Google, Yahoo, AOL Search, MSN Search. The priming period of twelve to sixteen (12-16) weeks allows the Search Engines and directories enough time to analyze and index our submissions. We will send you a detailed visibility report to verify the real overall daily performance from each high-ranking keyword phrase in each Search Engines. This report will be the basis if minimum guarantee has been met. 4.5 Completion Completion of optimization lasts until contract between client and FREPAC TECH expires, and/or any of the parties mentioned pre-terminate the agreement for valid reasons. PAYMENT and GUARANTEE TERMS 5.1. Client further agrees to pay the optimization fee amounting to the package price and payment term chosen during which such services are provided. In this case ksh.1000/=ksh monthly payable before 5 th of every month. If client wishes to upgrade the optimization service, monthly service fees shall be prorated. Client agrees to provide FREPAC TECH with current billing and contact information and authorize FREPAC TECH to bill all account and related charges to the client on file, or any other payment mode applicable. All rates and prices quoted by FREPAC TECH are in KSH Late Payments. Should client fail to pay any fees on the date due for payments, FREPAC TECH shall have the right to make use of any or all of the following, as the case may be: a.) assess and collect charges for the delay in an amount constituting five percent (5%) per month of which amount shall not exceed the ceiling provided by law, when available b.) suspend or terminate any access to any or all of the services of FREPAC TECH after eight (8) days of non-payment; c.) terminate the herein Agreement without incurring any liability whatsoever arising from the discontinuance of services due to late payments, after thirty (30) days of non-payment.
5 5.3 Continuous Payment. The suspension or termination of FREPAC TECH services, or of the Agreement, shall not absolve the client from paying any outstanding fees, interests and penalties. Client shall be responsible for any costs for the collection of such fees. Costs herein contemplated shall include, among other expenses rightfully due to FREPAC TECH, attorney s fees, expenses of litigation, and payment of damages Guarantee voidance The usual time for the search engine to index your website from the time of submission is weeks.search engine s indexing time is completely out of FREPAC TECH s control. Search engines algorithms are constantly changing. However, with ethical optimization methods, FREPAC TECH is positive that your website will achieve relevant search engine rankings in the major search engines aforementioned FREPAC TECH guarantees top positioning among the four (4) major Search Engines aforementioned within weeks. Search engines included are Google, Yahoo, AOL Search, MSN Search. The minimum number of listings guaranteed is the same as package availed. For applicable search engine optimization packages, this guarantee is valid only for keyword phrases approved by the client and analyzed by SEO specialists FREPAC TECH does not guarantee improvement in client s sales or relevant website traffic. Such will still depend on the demand for client s product or service, design and layout of the site, and many other factors beyond the control of FREPAC TECH. Guarantee provided in this Agreement is based on the SEO provider s efforts to deliver top search engine rankings and on the cooperation of the client Optimization services are provided on a best-efforts basis due to the dynamic and unpredictable nature of the World Wide Web. In no event, shall FREPAC TECH be held liable for any consequential, indirect, incidental, punitive, or special damages including, without limitation, damages for loss of business profits, business interruption, or loss of business information arising out of this Agreement or out of the actions of third parties in connection with this Agreement, even if client has been advised of the possibility of such damages Any website downtime of one day or more voids the guarantee because search engines will remove client s listing if site cannot be visited Duplicating the optimized pages after they have been uploaded will void the guarantee. Search engines ban and penalize websites for such practice Transferring of the optimized pages to another domain will void the guaranteed because optimization work was made for the original domain Client s selection of keyword phrases that are too competitive may void the guarantee Redirecting the optimized domain to another one will void the guarantee because search engines regard using 301- redirect as spam Client shall not remove the link to sitemap, the sitemap, and optimized pages. Doing so will also void the guarantee because if these pages are not viewable, website pages will not be crawled by the search engine spiders.
6 Should the client accidentally remove the link to sitemap, the sitemap, and optimized pages, FREPAC TECH will add the link to sitemap, and/or re-upload the sitemap and optimized pages, provided FTP is still accessible. If given FTP is no longer accessible, FREPAC TECH will inform the client via of such incident. Failure on the part of client to add the said link or reupload the optimized pages will void the guarantee. CLIENT OBLIGATIONS 6.1 Preferred Keywords Client shall take full responsibility for the keywords used and optimized in the website. Client acknowledges to follow the guidelines set by FREPAC TECH in choosing the keywords. Should client insist to use own keywords, further approval must be obtained from the FREPAC TECH to ensure that keywords are not too competitive and can achieve successful search engine rankings. 6.2 Optimized Content Client hereby agrees that the thoroughly reviewed and approved text content made by the FREPAC TECH SEO specialists are still the property of the optimization provider. Client, however, shall take full responsibility, legally or otherwise, for all content included in the optimized pages and the meta tags. 6.3 Website Layout Client shall approve the optimized pages prior to uploading to the website. Client shall also send a written approval stating that the pages created by FREPAC TECH can be uploaded as part of the optimization process. 6.4 Content Additions Client shall pay FREPAC TECH additional compensation of KSH.1000 per page for any additional content, text, images, and web pages, outside the bounds of terms exceeding the scope of the optimization package and processes. 6.5 Modifications Client also agrees to inform FREPAC TECH that if there are changes to the web pages, especially the home page. As the entrance to client s site, this page is critical. Client shall let FREPAC TECH know by /phone call of any substantial edits or changes to the website within 3 business days. Guarantee is void if our work is altered without our knowledge. 6.6 FTP Access Client shall agree to grant full File Transfer Protocol (FTP) access to FREPAC TECH during the guarantee period. This website access allows the SEO service provider ability and access to optimize client s website and to make any alterations to the site whenever necessary under circumstances.
7 Efforts are being made by FREPAC TECH to check if the link to sitemap, sitemap, optimized pages are intact, as well as your website s uptime. Should we find that any of the mentioned factors are missing, FREPAC TECH shall do the necessary solution as long as there is Full FTP access. If FTP is no longer accessible, client shall give the new access information and/or follow the instructions sent by FREPAC TECH. Failure of the client to do the necessary solutions 3 days after the has been sent voids the guarantee. 6.7 Uptime and downtime Client shall ensure 100% uptime of the website. Otherwise, client shall notify FREPAC TECH of the downtime incident. Downtime of more than 24 hours voids the guarantee. If optimized website is hosted by FREPAC TECH, client shall be notified of possible downtimes and server maintenance schedules. PROJECT DELIVERY 7.1 Completed Delivery Optimization Services rendered by FREPAC TECH shall be considered completed upon delivery of the completion notification Feedback Client shall provide FREPAC TECH, within seven (7) days and thru means supplied by the latter, feedback or notice on approval of keyword phrase list, sitemap, and the optimized pages. If notice or feedback is received, the project shall be deemed accepted and satisfactory to the Client, and FREPAC TECH shall not be held liable or accountable for any additional costs required by the nature of the project. LIMITED WARRANTIES 8.1 Customer Warranty Client represents and warrants to FREPAC TECH that: a) Client has the legal personality or authority, as the case may be, to enter into an Agreement with FREPAC TECH and perform its obligations under this Agreement; b) Client shall use FREPAC TECH s services and products for lawful purposes;
8 c) Client shall not violate any existing law, rules or regulations of any country where the project is used. Neither shall client shall violate the intellectual property rights of any person, corporation or legal entity; d) Client warrants that the project herein, or its principal place of business is not located in a country where the activities necessarily arising from the use of the project is prohibited. e) In any instance client shall receive advise or notice of any claim with regard the project or FREPAC TECH, Client shall promptly provide FREPAC TECH with a written notice of such claim. f) Client agrees to inform FREPAC TECH via within three (3) days of any changes, alterations or modifications to the homepage or the project in general. 8.2 FREPAC TECH Warranty FREPAC TECH warrants that: a) FREPAC TECH has the legal personality and authority to enter into this Agreement and perform its obligations under this Agreement; and, b) FREPAC TECH will perform the services required under this Agreement. RECORDS & DOCUMENTS 9.1 Archive. FREPAC TECH is not responsible for the custody, archiving, safe keeping, as well as of returning or sending to Clients, of documents, graphic work, physical goods or web pages created for clients and/or sent to FREPAC TECH in any manner or form. CANCELLATION 10.1 Cancellation Fee. A fee of the total project cost is charged to the client for any cancellations made to answer for costs of set-up requirements and billing in relation with the optimization services where the project billed has not been completed. Payments previously paid are already non-refundable even if project has not been completed prior to cancellation. To Cancel, Client is expected to send a cancellation notice through 11.2 Non-Exclusivity. The parties acknowledge and agree that FREPAC TECH is providing access to and use of its non-exclusive and non-transferable services to multiple clients Support. FREPAC TECH agrees to provide live technical support during normal business hours (Monday-Friday, 9:00AM-6:00PM EST). However, our customer support/service is 24/7.
9 11.4 Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, the parts deemed unenforceable shall not affect the validity of the others, unless FREPAC TECH, in good faith, deems the unenforceable provision to be essential, in which case Modification of Terms. FREPAC TECH reserves the right to modify this Agreement at any time and without advance notice, effective upon making the modified provisions available on the US Website Builder Website. You are responsible for regularly reviewing these documents. Continued use of Services after any such changes shall constitute your consent to such changes Acceptable Use Policy. FREPAC TECH reserves the right to refuse service to any site at our sole discretion. Although we do not believe in censorship, FREPAC TECH does not allow the following types of sites: * "Warez" sites, including but not limited to any copyrighted software or music files * Sites which provide methods for circumventing copy protection ("cracks", key codes, serial numbers, decoder chips, etc.) are also not permitted. * Any content which is not legal - COPYRIGHTS AND TRADEMARKS 12.1 FREPAC TECH will use content approved by you to complete your Website. Any such images and text shall remain your property. You represent to FREPAC TECH and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to FREPAC TECH are owned by you, or that you have permission from the rightful owner to use each element(s), and will hold harmless, protect and defend FREPAC TECH from any claim or suit arising from their use. ARTICLE 13 - DISCLAIMER DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE FREPAC TECH SERVICE PROVIDED IS PROVIDED ON AN AS IS, AS AVAILABLE BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FREPAC TECH EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE FREPAC TECH SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY FREPAC TECH, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL FREPAC TECH, OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE FREPAC TECH SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE FREPAC TECH SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR , LOSS OF OR
10 DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO FREPAC TECH RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT FREPAC TECH IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM FREPAC TECH AND ITS AFFILIATES. UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, NOR SHALL FREPAC TECH S LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO FREPAC TECH DURING THE THREE (3) MONTH PERIOD PRIOR TO WHEN THE ACTION AROSE. THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON. INDEMNIFICATION 14.1 Client agrees to defend, indemnify and hold harmless FREPAC TECH against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to reasonable attorneys fees) or claims caused by or resulting indirectly from your use of the Service, without limitation or exception, including your violation of any third-party s rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with FREPAC TECH By completing our online sign up form, or confirming an order by phone, and giving us your credit card information, it indicates that you have read and understood the FREPAC TECH Service Agreement and thus is bound by the terms and conditions stated herein ARTICLE 15 - LIMITATION OF LIABILITY FREPAC TECH SERVICES' LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY CLIENT TO FREPAC TECH THROUGH THE DATE FREPAC TECH SERVICES' LIABILITY TO CLIENT ACCRUES. IN NO EVENT SHALL FREPAC TECH BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.. ARTICLE 17 - TERMINATION & BREACH OF CONTRACT 17.1 Termination by FREPAC TECH. FREPAC TECH shall have the right, upon written notice to Client, to terminate this Agreement, sue and/or make client liable for breach, if: a) Client fails to comply with its payment obligations under this Agreement; b) Client materially breaches any term or condition this Agreement;
11 c) Client terminates or suspends its business activities, becomes insolvent, or becomes subject to any bankruptcy or insolvency proceeding, or assigns the project to creditors, or becomes subject to direct control of a trustee, receiver or similar authority. d) Client infringes or duplicates the website subject of this Agreement, while having an outstanding balance, within one year from effectivity date of this Agreement Termination by Client. Client shall have the right, upon written notice to FREPAC TECH, to terminate this Agreement if FREPAC TECH is in material breach of this Agreement and it fails to remedy such material breach within thirty (30) calendar days of its receipt of such written notice Survival. Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated. You agree to maintain Service for an initial term of one (1) year. After the initial term, Service will automatically renew for successive annual periods. You may terminate the Service at the end of the initial term or at any time during any renewal term by providing not less than thirty (30) days written notice to FREPAC TECH. The termination notice must be sent to