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SEO TERMS OF SERVICE AGREEMENT
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1.1 Overview of Agreement: This Terms of Service Agreement will establish and explain the terms and conditions on which STAR ADVERTISING, henceforth referred to as “STAR”, provides SEO services. It is important that this document be thoroughly reviewed if the Client agrees to these terms and conditions.
(1.) This Agreement explains the important terms and conditions under which STAR shall operate and provide SEO (search engine optimization) services to the client.
(2.) This Agreement also declares your consequent obligations as our Client in relation to the SEO services.
(3.) By availing of the SEO services of STAR, and by entering into this page, you as our Client, acknowledge that you have the legal personality and authority to enter into this Agreement and perform the obligations under this Agreement, acknowledge that you have read, understood, and agreed to be bound by all terms and conditions mentioned in this Agreement and agree to comply with any rules or policies established by STAR. This Agreement constitutes the exclusive agreement between the Client and STAR concerning your use of the service and shall supersede and govern all prior proposals or agreements made by any of our representatives.
(4.) STAR reserves the right to modify this Agreement at any time and without advance notice effective upon making the modified provisions available. Continued use of Services after any such changes shall constitute your consent to such changes.
1.2 Entire Agreement: This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to the subject of the Agreement.
1.3 Governing Law: This Agreement shall be interpreted and construed in accordance with the laws of the Untied States and specifically the State of Texas without regard to conflict of law principles.
1.4 Survival: Should this Agreement be terminated, 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
2.1 Initial Service Term: The Client agrees to maintain an initial term of SEO services for a minimum of 6 months. Client may not sign up for a maintenance package during the initial 6 month term. During the initial term, Client may not downgrade their package, but may upgrade at any time. Client will receive the SEO package rates that are current when their agreement began, with the exception of discontinued packages. STAR reserves the right to modify and discontinue packages at any time. If a package has been discontinued, it will no longer be available. After the 1st 6 month term, the agreement rolls over into a subsequent service agreement until the Client provides the proper 60 day cancellation notice specified in Article 4. The Client will be charged the current rates that are posted on the website unless they commit to a subsequent service term agreement, which will allow them to keep the rates that were in effect when they signed up. However, STAR reserves the right to discontinue a prior rates at any time, and to add additional fees.
2.2 Subsequent Service Terms: A subsequent service term is a 1 year renewal agreement and will maintain the SEO rates that are current at the time the agreement is signed for the full term of the agreement, with the exception of discontinued packages. STAR reserves the right to modify and discontinue packages at any time. If a package has been discontinued, it will no longer be available. After the 1st 1 year term, the agreement rolls over into a subsequent service agreement until the Client provides the proper 60 day cancellation notice specified in Article 4. The Client will be charged the current rates that are posted on the website unless they commit to a new subsequent service term agreement, which will allow them to keep the rates that were in effect when they signed up. However, STAR reserves the right to discontinue a prior rates at any time, and to add additional fees.
2.3 Reporting: STAR provides regular SEO reporting as the appropriate reporting data is available. Reports are not sent on an exact date or on a set schedule, but are sent to the Client when the data provided by the search engines and all sources has been made available to STAR. The reports provided by STAR show search traffic information provided by the Google search engines and additional sources. STAR does not provide click tracking data as STAR does not provide pay-per-click services.
2.4 Retainers: SEO work is provided on hourly monthly retainers. Should the Client’s project require services outside the scope of SEO production work that are billed at higher valued rates than SEO production work, those costs will come out of the Client’s retainer unless those services require a separate estimate. For example, if the current rates for web design or web programming work are $150/hr, if the Client’s SEO project requires website design work or web-programming work, and if the cost of SEO services average to $75/hour, then the client will see 2 hours recorded on the SEO retainer for every 1 hour of web design or web programming work that is conducted. STAR reserves the right to manage and assess the value of the work performed and record it as deemed appropriate for the services that have been rendered.
3.1 Effectiveness of the Service: Client acknowledges the following with respect to SEO services provided by STAR:
3.2 Search Engine Algorithms: STAR 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. Search Engine algorithms are constantly changing how they index and rank sites. Client may be excluded from any directory at any time at the sole discretion of the search engine or directory or may experience rank fluctuations.
3.3 Rankings: Due to ongoing changes in search engine ranking algorithms and other competitive factors, STAR cannot guarantee first page positions or consistent rankings for any particular keyword, phrase or search term. Search Engines constantly change how they rank and index sites hourly, daily, weekly, and monthly. STAR has no control over how search engine changes affect a website’s rankings.
3.4 Clicks and Calls: STAR is not a pay-per-click service and does not sell clicks and calls. Furthermore, STAR has no control over whether or not the Client receives calls, clicks, sales, or business of any kind from search rankings. Such results depend on many factors including market positioning in respect to the Client’s competition, the user friendliness, design, and consumer trust factors of the client’s website, the Client’s online reputation, the appearance of the effectiveness and value of the Client’s product and services on their website, and the overall competitiveness of search engine rankings.
3.5 Sales Increases: STAR does not guarantee and cannot control improvement in the Client’s sales. Such will still depend on the demand for the Client’s product or service, design and layout of the site, and many other factors beyond the control of STAR, including but not limited to the day to day operations and conduct of the Client’s business. SEO services are provided on a best-efforts basis due to the dynamic and unpredictable nature of the World Wide Web. In no event, shall STAR 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.
3.6 Website Up Time: The Client must maintain responsibility for keeping their website live on the internet. Client understands that it is the Client’s responsibility to independently manage the renewal of their website’s domain name and web-hosting services. Client understands that failure to renew their domain name or web-hosting services with their independent service providers will result in having their website taken down by those service providers. If this occurs, STAR cannot resolve the issue but the Client must contact their domain name provider and web-hosting service provider to resolve the issue. If the Client’s website is taken down by their domain name provider or website hosting provider or by any other third party, it is not STAR’s responsibility to resolve the matter or notify the Client of the issue. It is the responsibility of the independent service provider or third party to notify the Client of the website’s downtime due to non-payment, and it is the responsibility of the Client to resolve the matter with those entities. If the Client’s website experiences downtime for any reason, it is important to resolve the matter as soon as possible. Any website downtime of one day or more hinders SEO efforts because search engines will remove the Client’s website’s listings from the search results and drop the website’s rankings if the website cannot be visited.
3.7 Website Hosting Access: The Client must provide STAR with full and complete administrative access to the source files for their website, including access to their web-hosting account. SEO services involve making SEO optimization changes to the internal structure of the client’s website, which mandates full access to the source files of the website.
3.8 Reviews: If the Client receives an unfavorable review, it is not STAR’s responsibility to have the review removed from the directory listing where it has been posted. STAR cannot control the review policies of directory listings such as Yelp, Google, etc., as each directory listing has independent policies regarding the content of published reviews. Therefore the Client understands and accepts that the removal of the client’s unfavorable reviews is outside of the control of STAR, and that it is not a service provided by STAR. It is the Client’s responsibility to discuss the removal of unfavorable reviews directly with the directly listing where they have been posted.
4.1 Payment Arrangements:
(1) All rates and prices quoted by STAR are in US Dollars. STAR accepts payments in the form of ACH Bank Payments, Visa, MasterCard, American Express, and Discover. The Client’s payment date corresponds to the date they signed up for SEO services. The project start date for each monthly cycle is three business days after the Client’s payment date. If the Client’s automated monthly billing date falls on a weekend or a holiday, the automated payment date may be moved up 3 days in advance to promptly proceed with the work and avoid processing delays caused by financial institutions. Client agrees to provide STAR with current billing and contact information and authorizes STAR to bill all account and related charges to the method of payment on file. Client agrees that upon signing up for SEO services, the Client is authorizing automated monthly billing, and that automated monthly billing is a non-negotiable requirement. Client is required to advise STAR of any changes in credit card or account information.
(2) Services are pre-paid each month and are provided on a best efforts basis due dynamic and unpredictable nature of the World Wide Web. Client understands that STAR cannot guarantee prime positions or benefits from the work, as such will still depend on the demand for the Client’s product or service, design and layout of the site, and many other factors beyond the control of STAR, including but not limited to the day to day operations and conduct of the Client’s business. Therefore, client understands, agrees and accepts that payment is not contingent on whether the client feels they have benefited from the services provided by STAR.
4.2 Package Changes: Clients may upgrade their SEO packages at any time. Requests to downgrade SEO packages must be made 60 days in advance. Package change requests may be made in writing or they made be orally authorized in order to promptly proceed with the work. However, if the Client is in default or is in violation of the terms of service in any way, the Client’s account will be locked and no changes will be processed.
4.3 Late Payments: Should the Client fail to pay on the date payments are due, late fees of 5% of the past due balance will be assessed. Credit card payments that are declined are considered late and will be charged a declined credit card fee. Client will also be subjected to the corresponding late fees unless the Client contacts STAR to provide their updated payment information by the date the payment is due. If a Client’s credit card is declined, STAR shall have the right to make use of any or all of the following: (1) assess late fees (2) assess declined card fees (3) require a security deposit in an amount determined by STAR (4) require the Client to provide additional alternative forms of payment to be used as a backup payment source (5) suspend services (6) terminate services without incurring any liability whatsoever arising from the discontinuance of services due to nonpayment. The suspension or termination of services does not absolve the client from paying any unpaid balances arising from the project, regardless of whether the services were suspended by STAR or by the Client. If services are suspended, no work will be conducted for the Client’s account until the past due amount has been paid, and no work will be released to the Client or a third party until the past due amount has been paid. If the Client refuses to pay the past due amount, STAR may terminate the agreement and assess the cancellation fee specified in Article 4.4, in addition to the past due balance and any late fees owed. Clients who refuse to resolve their account by paying the past due amount and any late fees assessed within the time frame specified by STAR, will be reported to the credit bureaus and appropriate legal action will be taken. In addition, the Client’s services will be suspended, which includes the removal of the Client’s search rankings from the internet.
4.4 Cancellation: (1) Client may cancel services by sending a 60 day advance written notice. When the 60 day written notice is sent, STAR will provide an official end date of the SEO agreement, which will begin the cancellation period of the agreement. The cancellation notice does not absolve the client from paying any outstanding fees. SEO packages are not prorated; therefore, the Client will be responsible for the entire payment of their SEO package until the cancellation date provided by STAR which concludes the cancellation period and the SEO agreement.
(2) Upon cancellation, the Client will not retain active SEO as it is not transferrable. In addition, Client understands that they do not own and will not receive the accounts owned by STAR that are used by STAR to manage their account.
(3) Clients who cancel SEO services by not providing the proper advance notice as specified in this agreement will be subject to the $2000 cancellation fee and will receive the complete suspension of services, accounts, and rankings unless the cancellation fee has been paid. Suspension of services includes the removal of the Client’s search rankings from the internet and reporting the website to Google which will cause the site to incur a search engine penalty. If a Client cancels services without giving proper notice, in addition to being assessed the $2000 cancellation fee, they are still responsible for the next payment in their monthly billing cycle. That includes payment for all upgrades, add-ons and any services that are a part of their monthly services. By agreeing to the terms of service, the Client preauthorizes those payments. Client cannot cancel right before or on the day a payment is due to deter responsibility for payments to STAR.
(4) Non-payment, including non-payment by failing to provide updated credit card information, is not a cancellation notice, and if it is not resolved, will result in the termination of the Client’s account by STAR which includes the complete suspension of SEO services, accounts, and rankings. In addition, the Client will be responsible for the applicable late fees specified in Article 4.3 and the $2000 cancellation fee. If the amounts due are not paid, the Client will be reported to the credit bureaus, the Client’s website will be reported to Google which will cause the site to incur a search engine penalty, and appropriate legal action will be taken.
(5) STAR reserves the right to refuse service and terminate an account at any time for any reason. If an account is terminated by STAR, the account will be processed as a cancellation and the Client will be assessed the $2000 cancellation fee and subject to the cancellation policies. By agreeing to the terms of service, the Client preauthorizes the $2000 cancellation fee and the full payment of any balances due should their account be terminated by STAR.
4.5 High Risk Clients: If a Client has bad credit, has a history of making late payments, and/or has a history of canceling services with other advertisers by breaking contracts and stiffing companies and/or refusing to pay the associated cancellation fees with those contracts, STAR will require the client to provide a $2000 security deposit. The security deposit will be retained by STAR until the last month of the Client’s contract, in which it will be applied to the final bill.
4.6 Policy Violations: Clients whose agreements are terminated by STAR for refusing to take the appropriate actions to fix policy violations will also be subject to the $2000 cancellation fee in Article 4.4 and the complete suspension of services, accounts, and rankings. By agreeing to the terms of service, the Client preauthorizes the $2000 cancellation fee should they violate the terms specified for cancellations and following policies.
4.7 Refunds: Payments made to STAR are non-refundable.
4.8 Referral Credits: STAR extends a referral credit to clients in an amount determined by STAR when they refer our services and their referral becomes a client. STAR reserves the right to discontinue referral credits at any time.
4.9 Account Closure: When a Client’s account is cancelled, whether by the Client or by STAR, all past due balances and any amounts owed by the Client will be automatically billed to the method of payment of file up to $5500. By agreeing to the terms of service, the Client preauthorizes those payments. If the Client’s saved method of payment is not available, the Client agrees to provide a new method of payment to pay all outstanding balances and amounts owed in full.
5.1 Non-Exclusivity: The parties acknowledge and agree that STAR is providing access to and use of its non-exclusive and non-transferable services to multiple clients.
5.2 Exclusivity & Assignment: Client agrees that STAR is the only SEO service provider that will have access to their website during the term of this Agreement. Client understands that having multiple parties making changes to the SEO on their website will render the services ineffective. Therefore, client agrees not to assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder. STAR shall have the right to assign this Agreement, in whole or in part, to a third party at any time, which includes outsourcing any part of the services at the discretion of STAR.
5.3 Non-solicitation: Client agrees that during the term of this Agreement and for a period of twelve (12) months after the expiration and non-renewal or termination of this Agreement, Client shall not solicit or attempt to solicit any contractor, employee or consultant of STAR. Client further agrees that a violation hereof shall entitle STAR to claim liquidated damages.
5.4 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.
5.5 Limitation of Liability: Client agrees that in it shall not hold STAR or his/her agents or employees liable for any incidental or consequential damages that arise from STAR’S failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of STAR or a third party. Furthermore, STAR disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.
5.6 Force Majeure: STAR or any third parties in connection with the Agreement shall not have any liability for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.
5.7 Indemnification: Client agrees to defend, indemnify and hold harmless STAR 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 STAR‘s Service(s), 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 STAR.
5.8 Dispute Resolution: The Client agrees not to file a chargeback dispute. Furthermore, STAR reserves the right to pursue restitution through legal and other such means should client refuse payment, violate the terms of this Agreement, or steal from us in any manner. Any disputes arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. Client shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of STAR.
6.1 Copyrights, Trademarks & Promotional Content: STAR reserves the right to publish information received from the Client or through the STAR website or through contact with the Client of any kind. Client understands and agrees that this information can be used for promotional purposes for the Client and for STAR. You represent to STAR and unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to STAR 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 STAR from any claim or suit arising from their use. If it is found that the website is in violation of copyright and trademark laws, and if the Client refuses to take the appropriate action to fix the problem, the Client will be subject to the termination and cancellation of this agreement per the terms specified in Article 4.4, with no liability on the part of STAR.
6.2 Client Professionalism Policy: The Client understands that their cooperation is essential to the success of the project. The Client understands and accepts that all communications with STAR are recorded. The Client agrees to maintain professionalism and respect when working with representatives of STAR. The Client agrees to refrain from derogatory or abusive behavior. This includes contacting a representative in an obsessive, belligerent, accusatory manner, fraternization, demanding that a representative be personally available after hours, on weekends, holidays and when the business is closed, contacting a representative through their personal Facebook accounts or other personal social media platform, or inflicting abuse or disrespect of any kind. STAR reserves the right to refuse service to anyone at anytime without incurring liability. Violations of the client professionalism policy create an incident that has to be reviewed by STAR. This includes the review of the account and all recorded communications. This review can result in the termination of the client’s services, per the terms specified in Article 4.4 and 4.6, with no liability on the part of STAR.
6.3 Warez Website Refusal Policy:STAR reserves the right to refuse service to any website at our sole discretion. STAR 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.), sites promoting unsolicited emails, bulk emails, and spam, sites with profanity or adult content. What is considered “Warez,” spam, inappropriate, questionable, profane or unethical is determined at the sole discretion of STAR. To be very clear: Websites used for “Warez” will be reported to the appropriate authorities, will be removed from the search results, and the Client will be subject to the cancellation and termination terms specified in Article 4.4. If it is discovered that a website is being used for “Warez,” in any way, shape, form, or manner at all whatsoever, whether or not the website was being used for “Warez” when the Client entered into the Agreement with STAR, the website will be reported to the appropriate authorities, will be removed from the search results, appropriate legal action will be taken, and the Client will be subject to the cancellation and termination terms specified in Article 4.4.
6.4 Ethics and Lawful Use Policy: The Client is expected to recognize the practice of lawful and ethical Internet practices. The Client shall comply with the rules appropriate to any of the product or service provided by STAR. Client shall not violate any existing law, rules or regulations of any country where the project is used. Neither shall client violate the intellectual property rights of any person, corporation or legal entity. 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. If it is found that the Client is in violation of this policy and does not take appropriate action to remedy the violation, the Client will be subject to the termination and cancellation terms specified in Article 4.4.
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