Terms and Conditions for Organic Growth Link Building Services for SEO
Parties and Effective Date: This Agreement is entered into between the client “CLIENT”, and Organic Growth, hereinafter referred to as “ORGANICGROWTH”, of Buda, Texas. This Agreement shall commence upon acceptance of these Terms and Conditions by CLIENT, and continue to the end of the link building engagement.
Entire Agreement: The services are provided to the CLIENT under the Terms and Conditions as described herein. The terms and conditions of this Agreement supersede any previous agreement, statement of terms and conditions, or understanding between CLIENT and ORGANICGROWTH. All representations or promises relied upon in executing the agreement are included in the agreement.
Billing: The charges for Organic Growth Link Building services is as defined below for the term of this contract. The rendering of services are dependent upon receipt of each payment. If any payment is late, services will cease until that payment is made. The first months payment is for the content (as described below). The subsequent monthly payments are for the promotion of the content (as described below). All fees are non-refundable.
If payment is not received by ORGANICGROWTH according to the payment terms, CLIENT shall be informed, or attempted to be informed, by telephone, fax, US Mail or Email of the overdue payment. Services to CLIENT will be suspended until payments are resumed.
Pricing: CLIENT will pay ORGANICGROWTH $3,000 per month for the term of this contract. The total cash outlay of a six (6) month engagement is $18,000.
Services: An engagement will consist of one or more pieces of content (the precise format is dependent upon various variables), which will be promoted to appropriate industry websites and blogs.
CLIENT must be involved in the production of the content. ORGANICGROWTH will take the lead in generating the content. CLIENT must provide feedback for purposes of content accuracy; technical, legal, and otherwise.
In the event the production of the content takes longer than one month, CLIENT will receive a full five (5) months of content promotion, commencing when the content is published to the CLIENT website. Monthly payments however shall not be delayed.
Additional Services not listed herein (such as copywriting, etc) will be provided for a fee of $125 per hour.
CLIENT Website and/or SEO Efforts: ORGANICGROWTH is not responsible for any SEO efforts CLIENT has, does, or will do on their own or with any other vendors.
Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. ORGANICGROWTH does not assume liability for the CLIENTs choice to link to or obtain a link from any particular website without prior consultation.
ORGANICGROWTH is not responsible for changes made to the website by CLIENT or other parties that adversely affect the search engine ranking of the CLIENT website.
CLIENT guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to ORGANICGROWTH for inclusion on the CLIENT website are owned by 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 ORGANICGROWTH and its subcontractors from any liability or suit arising from the use of such elements.
Modifications or Amendments: Modifications or amendments to the Agreement will only be made expressed in writing 30 days after Email or US Postal notification is sent to the CLIENT. CLIENT shall keep ORGANICGROWTH informed of any changes in the principals or management of CLIENT, its current mailing address and telephone number to which notices and invoices may be sent.
Right to Terminate: Either party may terminate this Agreement, with or without cause, by giving a thirty (30) day written notice to the other party, via certified US Postal mail. Remaining payments for the full term of the contract is due at termination.
Content: CLIENT agrees to assume full responsibility and liability for the content of its website and anything relating to and/or linked to. CLIENT agrees to give ORGANICGROWTH full discretion to create content with CLIENT reviewing content for accuracy; technical, legal, and otherwise, prior to the content being published to the CLIENT website.
CLIENT is responsible to publish the content on their website. ORGANICGROWTH is not responsible for, and in no way warrants, guarantees, or ratifies, the representations made or implied in content.
If CLIENT desires to modify its content, it shall provide a written request to ORGANICGROWTH specifying in detail the modification desired. ORGANICGROWTH shall, within a reasonable time, evaluate the modifications to the content, and respond to CLIENT, providing them notice that the desired changes do or do not affect the Link Building effort.
Limitation of Liability: In no event shall ORGANICGROWTH or its agents, officers, or employees, or any affiliated company, or any agent, officer, or employee of any such company (INDEMNITEES), be liable for incidental or consequential damages of any kind, including but not limited to, loss of revenue or profits whether resulting from breach of contract, negligence, or otherwise.
INDEMNITEES shall not be held liable if one or more of these companies should experience a problem that prevents ORGANICGROWTH or ORGANICGROWTH’s CLIENTS from gaining access to the Internet, the CLIENT’s web site, and/or the CLIENT’s posts.
Any liability of ORGANICGROWTH, including, without limitation, any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, delay of operation or transmission, communications line failure, theft or destruction of, or unauthorized access to, alteration of, or use of records, shall be strictly limited to the lesser of the amount paid on behalf of the CLIENT to ORGANICGROWTH during the year, or since the beginning of this Agreement, whichever is the lesser.
Client will indemnify and hold ORGANICGROWTH harmless from and against any claims, suits, threats, demands, settlements, actions, causes of action, liabilities, obligations and all other matters, including but not limited to court costs, attorney fees, witness fees, settlement fees, and all other direct and indirect expenses and losses that may occur arising from the breach of any of the representations and warranties that you have made to us and otherwise arising directly or indirectly from the CLIENT’s business.
ORGANICGROWTH will not be responsible for any failure or delay in performance hereunder that is directly or indirectly related to acts of God, storm, natural disaster, act of terrorism, utility outages or interruptions, system transmission failure, server failure, strike, lockout, or any other situation which is beyond our control.
ORGANICGROWTH shall not be liable for any unavailability or inoperability of the Internet, technical malfunction, computer error, corruption or loss of information.
Competing: ORGANICGROWTH may contract with competing business for the same services, products or categories as the CLIENT. The CLIENT or this Agreement shall in no way prohibit ORGANICGROWTH from contracting or doing business with other of the same or similar services, products or categories.
At its sole discretion, ORGANICGROWTH may choose or limit the number of customers for the same services, products or categories.
Guarantee Warranty: Google provides an official statement on the hiring of SEO firms that states:
- No one can guarantee a #1 ranking on Google.
Beware of SEOs that claim to guarantee rankings, allege a "special relationship" with Google, or advertise a "priority submit" to Google. There is no priority submit for Google. In fact, the only way to submit a site to Google directly is through our Add URL page or by submitting a Sitemap and you can do this yourself at no cost whatsoever.
SEO rankings are dependent upon too many variables to provide quantities of traffic, impressions, or results. While CLIENT is working to increase the SEO authority and rankings of their website, it’s probable their competitors are working to do so as well.
While jokes generally have no place in legal contracts, SEO is like the joke where two hikers are suddenly pursued by a bear. Hiker one stops to change from his hiking boots into his running shoes. Hiker two tells hiker one he’s being foolish as he will never outrun the bear. To which hiker one replies that he doesn’t need to outrun the bear, he need only outrun hiker two.
SEO is like that joke. To win at SEO, your website need only “outrun” your competitor websites.
For this reason,
ORGANICGROWTH does not guarantee or warranty any given amount of impressions, traffic or results to your website as a result of our services.
ORGANICGROWTH will provide professional and reasonable efforts to make our services effective and beneficial to the CLIENT.
ORGANICGROWTH SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, GUARANTEES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ON THE RIGHTS OF THIRD PARTIES. IN NO EVENT SHALL WE BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SALES OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS' FEES), EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.
Indemnification: CLIENT shall indemnify, defend and hold ORGANICGROWTH and Indemnitees harmless against and in respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including without limitation, interest, penalties, and attorneys’ fees, that ORGANICGROWTH shall incur or suffer, which arise, result from or relate to any action taken or omitted, or representation made by the CLIENT to their customers.
The duty to indemnify arises in any action or proceeding that arises, results from, or relates to, in whole or in part, to any action, inaction, or reps of the CLIENT. The CLIENT has a duty to pay the attorney's fees of the lawyers ORGANICGROWTH chooses to defend itself in any such action.
Severability and: If any provision of this Agreement is held by any court to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.
Assignability: ORGANICGROWTH has the right to sell, assign, and/or transfer this Agreement with its rights, title, or interest in it to any person, firm, or corporation at any time, and such assignee shall acquire all rights and assume all the obligations of ORGANICGROWTH under this Agreement. ORGANICGROWTH reserves the right to assign subcontractors as needed to this project as deemed appropriate by ORGANICGROWTH.
Agreement Binding on Successors: The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
Force Majeure: Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will use commercially reasonable efforts to minimize the impact of the event.
Confidentiality: Both ORGANICGROWTH and CLIENT agree to keep confidential and shall not, without the prior written consent of the other, disclose in any manner whatsoever, in whole or in part, any of the terms of this Agreement or any information, whether written or oral, furnished by the other party, including all analyses, compilations, forecasts, plans, drawings, specifications, design, software, studies or other documents that contain or otherwise reflect such information or that are intended to remain confidential, except as necessary for either party to enforce its rights under this Agreement, or pursuant to a subpoena or any legal process, or as otherwise may be required by applicable law.
Governing Law: The Members submit to the jurisdiction of the courts of the State of Texas for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement.
Mediation and Arbitration: In the event a dispute arises out of or in connection with this Agreement, the parties will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Texas. The arbitrator’s award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Texas.
CLIENT agrees to be responsible for payment of this account and has read and agrees to abide by the above terms and conditions.