One Year Contract Cover Letter & Instructions Thank you for purchasing our yearly search engine optimization services. We have attached our yearly agreement for your review, completion, and execution. IMPORTANT INFORMATION o Upon execution of the agreement, please return by email or facsimile to: E-mail : Office@master55.com o Facsimile to: (773) 328-8413 Please complete all sections of the contract, including the web page address, keywords and phrases, and the signature page. The persons whose name appears on the face of the credit card used must complete and sign the attached agreement. Thank you, Page 1 of 6
2 YEARS SEARCH ENGINE OPTIMIZATION SERVICES AGREEMENT THIS AGREEMENT is made this 28 day of March 2014, by and between X Design Studio, Inc. D/B/A Master 55 40446 N rt 59 Antioch IL ( Company ) YOUR COMPANY NAME; YOUR NAME; YOUR COMPANY ADRESS ( Customer and/or You ). Recitals A. You are familiar with Company, and have made an independent determination that Company has experience and expertise in the development of Search Engine Optimization ( SEO ) Strategies for Web Pages, Web Sites, and other Computer Networks. B. Customer desires to have Company develop and deploy Search Engine Optimization Strategies, keyword optimization and any other services as outline below. Customer and Company hereby agree as follows: Agreements You Wish to Employ Company on a 2 Years Basis for SEO, as described herein, for the following website: Http://www.YOURWEBSITEADRESS.COM Terms of 2 years Contract This service is sold on a 2 year subscription basis. The first 2 years shall be known as the Initial Term, and all subsequent years shall be known as a Renewal Term. At the end of each Term, this agreement and subscription shall automatically renew for an additional one year Term without any further authorization required on Your behalf. You may cancel the automatic renewal of this contract at any time by giving Company a 30-day written notice not to automatically renew the subscription for an additional Term. If you choose to terminate this contract before the one year term, the full amount of the contract shall become due and owing immediately. If Company, during the initial term, or a renewal term, does not fulfill the requirements (set forth below) for Page One placement of Your website within Page One of Google s organic search results, the Company will continue to perform said monthly service(s) at NO CHARGE until such time as any webpage from within your website appears in Google s Page One organic search results for a keyword or phrase. Said keyword or phrase does not have to be an exact match to the list above to trigger charge. Company reserves the right to discontinue services and terminate this agreement at any time, and for any reason. Specifications and services rendered Company agrees to provide the SEO Services as follows: Page 2 of 6
Master 55 SEO Service Program Website Analysis Keyword History Report E-mail Support Google Analytics Reports Keyword Suggestion Reports Monthly Modifications as Deemed Necessary by Company Per each successful month One Time Set up Fee $0 $????? Company will assist in the selection of keywords and phrases relevant to Customer s desired search terms: Keyword Selection. /PHRASES.. Payment Company shall not charge your credit card until at least 20% of the keywords or phrases appear on Google s Page One. Thereafter, beginning in the first month in which 20% of the keywords or phrases appear on Google s Page One a recurring monthly subscription amount of $????? shall be charged pursuant to the terms of this Agreement. It is understood that Customer will be billed for the full month Page 3 of 6
in which 20% of the keywords appear or appeared on Google s Page one regardless of what period of the month said keywords or phrases appeared. Further, Company will continue to charge your credit card on a monthly basis for the full Initial Term and any Renewal Term. However, if at least 20% of the keywords or phrases fail to appear on Google s first page for more than 90 days during any given three month term, then Company SHALL NOT CHARGE for services after the three month period until at least 20% of the keywords and phrases listed below appear on Page One pursuant to this Agreement. You agree to be charged, for the entire month regardless of how many days per month each key word may have appeared. In the event Customer fails to make any timely payment or if Customer s Credit Card is Declined, 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. Customer agrees that unpaid invoices accrue interest at an annual rate of 9% and a fifty dollar ($50.00) late fee will be assessed to all invoices after 14 days past due. Page One Defined and the Provision of Results: Google s page one is described as the very first page being displayed, other than Google AdWords Sponsor Links, that has been created by Google and displayed in a browser immediately following a search query request having been made to Google utilizing a keywords or key phrases, the results thereof being displayed to the person making said search query. Company may develop and maintain regular monitoring and reporting on search engine placement and SEO performance. Reports will be provided to Customer within 30 days of request by Customer, or as often as Company chooses to voluntarily send them to Customer at Company s discretion. 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, 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. One Time Set Up Services. 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 or Company s name and fees for maintaining the additional domains shall be billed to Customer according to Company s standard billing practice. Company may create additional Web Pages for the purpose of targeting specific agreed upon keywords 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. Disclaimer of Warranty and Representations. Page 4 of 6
CUSTOMER ACKNOWLEDGES AND AGREES THAT COMPANY HAS NOT MADE, AND DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE), ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE SERVICES AND SUBJECT MATTER OF THIS AGREEMENT. General Legal Provisions 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. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Exclusive jurisdiction and venue shall be in Cook County, Illinois. 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. 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. 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. Right to Remove Resources. In the event Customer fails to make any of the payments set forth herein within the time prescribed in this agreement, Company has the right to remove any SEO under Company control until payment is paid in full, plus accrued late charges of $50.00 per month. 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. 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. Acceleration Upon Termination If Customer terminates this Agreement for any reason prior to the year term, then the full amount of the contract shall be accelerated and become due and owing upon said termination. 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. Under no circumstances shall Company be responsible for loss of income, profits, or business due to Companies inability to place Customer as anticipated in this Agreement, or for any other reason. Attorney s Fees. In the event Company is forced to employ an attorney to enforce any provision of this contract, seek payment of earned fees, or enforce Company s intellectual property rights, Customer shall be liable for all of Companies reasonable attorney s fees, costs of collection, and costs of litigation. It is understood that attorneys employed by Company traditionally bill on an hourly basis. 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. Right to Use Subcontractors and Employees. Customer understands that it is hiring Company, and not a specific individual. Company reserves the right to use any subcontractors and employees it deems necessary for its business purposes. Customer agrees that information necessary to the services anticipated herein may be provided to subcontractors and employees as necessary. Counterparts Page 5 of 6
This Agreement and all documents to be executed pursuant hereto may be executed in counterparts, which shall be taken together as a single document and construed as a whole. Transmission of a signed counterpart by fax or email shall be deemed the same as delivery of an original. Severability If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable, the balance of this Agreement shall remain in full force and effect and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. Each party represents and warrants that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below: EXECUTED as of the date first written above. AGREED: YOUR NAME AND COMPANY NAME By: Title: Date signed: AGREED:X Design Studio, Inc. By: Title: Date signed: PERSONAL GUARANTY: NOW, THEREFORE, in order to induce Company to enter into this Agreement with Customer, the undersigned agrees to unconditionally and irrevocably guarantee the payment of any and all obligations of Customer to Company. AGREED: YOUR NAME Printed Name: Date signed: Page 6 of 6