Proof of Service:
Spiral Cities Marketing will provide an initial free consultation and monthly reports that document the Client’s website rankings among major search engines. These reports and hourly task SEO report will be the sole measure of Spiral Cities Marketing performance and proof of service. Spiral Cities believes in given their clients top notch service and will supply all passwords, email accounts and links to client for future SEO work. The parties agree that no other action by Spiral Cities Marketing is required for conclusive proof of Spiral Cities Marketing service and performance under this contract.
The Client acknowledges that Spiral Cities Marketing’s sole obligation is to provide the services described in this Agreement, consisting of recurring search engine optimization efforts for the Client’s Web site. Spiral Cities Marketing will optimize Client’s web pages for key phrases approved by Client. Spiral Cities Marketing does not perform a trademark search on phrases approved by the Client. The Client may only use Client-owned trademark or product names and generic industry terms relevant to Client web site. Some common terms have been trademarked in the past and search engines may disallow use of such terms. Client is hereby advised that the result of such trademark infringement is the sole and exclusive responsibility of Client.
Separate Changes: The search engines and directories perform changes outside of Spiral Cities Marketing or Client’s control and results will vary from month-to-month. Spiral Cities Marketing is a search engine optimization and placement system consisting of redundant processes and techniques considered to be the Intellectual Property of Spiral Cities Marketing. Spiral Cities Marketing is not responsible if search engines pick-up and register hyperlinks into a database. Any text picked-up by an engine or directory is at the discretion of the engine or directory. No third-party, Spiral Cities Marketing included, can stop a search engine or directory from truncating or re-arranging text in a hyperlink.Pre-Payment Terms, Cancellations:
Client agrees to pre-pay Spiral Cities Marketing the fees as described as follows:
At the time Client makes the initial payment, Client will use Google Checkout Services on their secure servers. All credit card information is kept securely on Google Checkout Merchant Account and Market Rite assumes no liablity for credit card security because we do not handle the information. Such payment must clear prior to any obligation on the part of Spiral Cities Marketing to start the optimization work, keyword research and generation and website infrastructure analysis. Market Rite will give a full refund of payment if the client chooses to cancel before services are rendered. No refunds will be given if services are rendered before client e-mail notification of cancellation.
Subsequent Monthly Pre-Payments.
The Client agrees to pre-pay the monthly fee for ongoing optimization maintenance and marketing services. These monthly fees cover a set fee agreed by the Client and Spiral Cities Marketing prior to start of the SEO project. At the end of the contract, client will be sent a link to renew the monthly fees online with Google Checkout and continue the seo process. SEO work will start after receipt of client payments.
To protect Spiral Cities Marketing from any client attempting to use a competitor’s name or trademark, Client assumes responsibility for all key phrases and agrees to hold Spiral Cities Marketing, its employees, agents, officers, and directors harmless from any claims or actions arising from any violation of trademark protection by the Client. IN NO EVENT IS EITHER PARTY LIABLE TO THE OTHER FOR EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, SAVINGS OR REVENUES, OR THE CLAIMS OF THIRD PARTIES INCLUDING END USERS, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP OF CLIENT AND Spiral Cities Marketing.
Liability Limitation. Neither Spiral Cities Marketing nor Client is liable for delays in delivery and/or non-delivery in the event of an act of God, action by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood, insurrection, riot, explosion, embargo, strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, or any condition beyond such parties control affecting production or delivery in any manner.
Binding Arbitration of all Disputes.
This agreement is governed, controlled, interpreted and defined by and under the laws of the United States, without regard to the conflicts of laws provisions there of. Any and all disagreements between the parties hereto shall be resolved by binding arbitration before the GA court system.
This Agreement, including all exhibits, constitutes the entire agreement between the parties with respect to the subject matter to this Agreement, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
The following general terms apply to this agreement:
Transmission of Acceptance, New Terms, etc.
Any waiver, amendment or other modification of any provision of this Agreement will be effective only if in writing and signed by Client and Spiral Cities Marketing. This agreement may be transmitted by facsimile, or through the internet by transmission invoked by the Client or Spiral Cities Marketing. The parties may close the Agreement, by exchanging fax signatures or by the exchange of digital signatures pursuant to applicable Digital Signature Acts.
Intellectual Property Rights.
Client acknowledges and agrees that Spiral Cities Marketing services constitute confidential and proprietary information of Spiral Cities Marketing and its licensors and embodies trade secrets and intellectual property of Spiral Cities Marketing and its licensors protected under United States copyright and other laws and international treaty provisions. Client further acknowledges that all right, title, and interest in and to all parts of Spiral Cities Marketing, including, without limitation, associated intellectual property rights, are and shall remain with Spiral Cities Marketing and its licensors. Client shall not, and shall cause its employees and agents not to, disclose or transfer any portion of Spiral Cities Marketing’s services to any third party. Client further agrees not to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, sublicense, distribute, remarket or otherwise dispose of any portion of Spiral Cities Marketing’s intellectual properties. Client hereby acknowledges that, if Spiral Cities Marketing at any time or from time to time performs any customizations or modifications to Spiral Cities Marketing SEO’s Services, all rights and interests to such customizations or modifications shall be the sole property of Spiral Cities Marketing.
Client agrees not to export or re-export any potion of Spiral Cities Marketing’s services outside of the United States in violation of any law, statute, regulation or court holding applicable thereto. Client further agrees to comply with all United States laws, rules, regulations and court case holdings relating to the export, re-export or transshipment of Spiral Cities Marketing’s services.
Either party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
Rules & Regulations.
Spiral Cities Marketing may at any time issue rules and regulations which, 30-days after notice thereof to Client shall be fully enforceable.
Amendments to Agreement.
Spiral Cities Marketing may at any time amend these Terms and Conditions, the terms of any other agreement between Spiral Cities Marketing and Client or any procedures followed by Spiral Cities Marketing and such amendments shall be fully enforceable 30-days after notice thereof to Client.
Exclusion of Warranties.
Spiral Cities Marketing PROVIDES ITS SERVICES HEREUNDER ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND, whether express or implied, including, but without limitation, any implied warranty of merchantability, or fitness for a particular purpose. While Spiral Cities Marketing makes reasonable efforts to maintain Spiral Cities Marketing service, many factors are not within Spiral Cities Marketing’s control. Therefore, Spiral Cities Marketing does not warrant, and is not responsible for any loss of data, delays, non-delivery or misdelivery of information, lack of access, slows response time, or service interruptions or errors. Loss, delay or non-delivery of data can be due to but not limited to viruses or other third parties. Client’s data is defined as any data held by Spiral Cities Marketing and includes account information, web hosting data, email and domain name services. This disclaimer and waiver shall apply equally to any and all third party providers. Spiral Cities Marketing provides no warranty to Client regarding the accuracy of usage statistics, which Spiral Cities Marketing may provide in its discretion. Further, no advice or information given by an Spiral Cities Marketing representative shall create a warranty or serve as an amendment to this agreement.
Spiral Cities Marketing has the right to change prices, or add or delete product features of any existing product or service. The right to change products or services extends to any software supporting a product or service. Spiral Cities Marketing reserves the right to change prices or material features at any time upon 30 days prior notice. Spiral Cities Marketing reserves the right to institute new fees or new material features at any time upon 30 days prior notice. Spiral Cities Marketing has the right to discontinue products or services and the right to remove or reassign IP addresses of a Client’s web site. Spiral Cities Marketing also has the right to deactivate a Client’s service with a thirty (30) day notice. Except for certain products and services specifically identified as being offered by Spiral Cities Marketing, Spiral Cities Marketing does not control any materials, information, products, or services on the Internet. The Internet contains unedited materials, some of which are sexually explicit or may be offensive to you. Spiral Cities Marketing has no control over and accepts no responsibility for such materials. You assume full responsibility and risk for use of the services and the Internet and are solely responsible for evaluating the accuracy, completeness, and usefulness of all services, products, and other information, and the quality and merchantability of all merchandise provided through the service or the Internet.
Limitation of Liability & Damages. THE TOTAL AGGREGATE LIABILITY OF Spiral Cities Marketing TO CLIENT SHALL BE LIMITED TO THE AMOUNT PAID TO Spiral Cities Marketing BY CLIENT HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING A CLAIM IN WHICH Spiral Cities Marketing IS LIABLE TO CLIENT. IN NO EVENT SHALL Spiral Cities Marketing BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED UPON BREACH OF CONTRACT, TORT, OR OTHERWISE AND WHETHER OR NOT Spiral Cities Marketing HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Spiral Cities Marketing is neither a lawyer nor a law firm and is not associated with any law firm and does not have a lawyer in its employ. Spiral Cities Marketing thus cannot and will not provide legal advise. It is the sole responsibility of Client to ensure that any copy provided by Spiral Cities Marketing for Client’s website is in conformance with all rules, regulations and laws applicable to Client, Client’s Professional License (if any) and industry. Thus, it is Client’s responsibility to clear all website content with the lawyer of Client’s choice prior to giving Spiral Cities Marketing the authority to publish such content on the internet, or otherwise.
Client shall indemnify and hold Spiral Cities Marketing harmless against all third party claims, demands, suits, actions, judgments, losses, costs, damages (direct, indirect and consequential), attorney’s fees and expenses that Spiral Cities Marketing may sustain or incur by reason of any breach or alleged breach of any term or condition of this Agreement for any act or omission of Client or its Clients which are in any way related to the services rendered to Client by Spiral Cities Marketing.
Guarantees, Warranties or Promises.
Spiral Cities Marketing cannot and does not provide Client any guarantee, warrant or promise that its efforts will result in any particular results. It is not possible to promise results in search engine optimization. Nevertheless, Spiral Cities Marketing does promise to use its best efforts to produce the maximum result possible given the nature of the Client’s business, the level of competition inherent in such business, the requirements of the various search engines and general economic conditions over which, after all, Spiral Cities Marketing has no control. Market Rite’s main goal as a SEO company is to help small to medium internet companies succeed online with an ethical and individualized approach to SEO for each client. There is no other, or further, guarantee, warranty or promise made. This service agreement is binding after Client sends the contact and sign up information and any pre-payments to Spiral Cities Marketing.
Should any part of this Agreement be rendered or declared invalid by a court of competent jurisdiction of the State of Georgia, such invalidation of such part or portion of this Agreement should not invalidate the remaining portions thereof, and they shall remain in full force and effect.
It is further agreed that if part of the Agreement is determined invalid, either party may open negotiations solely with respect to a substitute for such Article, Section, or portion, within two (2) weeks after a ruling has been made.