Internet Marketing Agreement for All Clients
NOW, THEREFORE, in consideration of the Recitals and the terms and conditions set forth in this Agreement, the receipt and adequacy of consideration being hereby acknowledged, the parties agree and promise as follows:
- Payment and Term. Payment for Internet Marketing via PayPal is required before services commence and each payment is non-refundable. This entire agreement is for a term of twelve (12) months (“Initial Term”) starting on the Effective Date. After the Initial Term, this Agreement will continue thereafter on a month-to-month basis unless either party cancels the agreement with a 30-day notice in writing and preferably via e-mail.
- Assignment of Rights. For the purposes of receiving professional online marketing services and/or data based marketing, or print/design materials, Client will provide, transfer, and assign these rights to DIM for the following, and through the term of the Agreement:
- Necessary access and admin control of the website for uploading new web pages, and making changes on the web pages, etc. for the purpose of on-page optimization and marketing.
- Full access to existing/new website traffic statistics for analysis and tracking purposes; like access to Google Analytics, etc.
- Permission and rights to use client official email address for the purposes of requesting links.
- Use of all Client’s logos, trademarks, website images and content for use in creating informational pages and any other uses as deemed necessary by DIM for search engine optimization, AdWords (if applicable) and social media use.
- Access, control, and rights to the domain account(s), hosting account, ftp access and WordPress access, or other online website platform if applicable.
- Google AdWords. Any and all Google AdWords purchased and/or managed by DIM on behalf of Client shall be purchased and/or managed through DIM’s Google Adwords account with Google. Client shall not have access to DIM’s Google Adwords account. Client shall authorize a credit card to be charged on a monthly basis by Google for any Google Adwords purchased through DIM with Google.
- Disclaimers. Client acknowledges the following with respect to SEO services, email marketing, print materials, graphic design, other services performed, and online marketing from DIM:
- All payments are non-refundable.
- DIM has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
- Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, DIM does not guarantee positions for any particular keyword, phrase, or search term.
- DIM assumes no liability for ranking, traffic, or indexing issues related to any search engine.
- Default. If any party to this Agreement fails to perform any of its duties or obligations described in this Agreement, or if any representation, assignment or warranty made under this Agreement is breached or materially inaccurate, and such failure, breach or material inaccuracy causes material harm to the other party, such failure will be a default under this Agreement. The defaulting party shall have 15 days after receiving written notice specifying the default to cure each such event of default. Upon Client’s failure to remedy the default, DIM may accelerate and collect the total amount due and owing under this agreement through the end of the agreement’s term, plus DIM’s reasonable attorneys’ fees and costs incurred in enforcing this agreement and collections. DIM reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding invoices.
- DIM Employees and Agents. Client shall not directly or indirectly contract with any DIM employee, agent or contractor, or request any DIM employee, agent or contractor to perform services outside the scope of this Agreement without prior express written consent from Company.
- Miscellaneous Provisions.
7.1 No Waiver. No failure by either party to take any action or assert any right hereunder shall be deemed to be a waiver of such right in the event of the continuation of repetition of the circumstances giving rise to such right.
7.2 Assignment. No party shall assign this Agreement, or any interest in it, without the prior written consent of the other.
7.3 Parties in Interest. This Agreement shall inure to the benefit of, and be binding on, the named parties and their respective successors and permitted assigns, but not any other person.
7.4 Severability. If any term, covenant, condition or provision hereof is illegal, or the application thereof to any person or in any circumstance will to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such terms, covenant, condition or provision to persons or in circumstances other than those with respect to which it is held invalid or unenforceable, will not be affected thereby, and each term, covenant, condition and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.
7.5 Interpretation. No provision of this Agreement shall be interpreted or construed against any party because that party or his or its legal representative drafted the Agreement or such provision.
7.6 Choice of Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Michigan, without regard to conflict of laws principles of that state.
7.7. Venue. The following courts shall have exclusive personal jurisdiction and venue over any lawsuit, arbitration, mediation, or dispute of any kind arising out of or with respect to this Agreement: (a) all courts included within the state court system of the State of Michigan, located in Oakland County; and (b) the federal Eastern District Court, Southern Division, State of Michigan. Each party waives any defense or claim of lack of personal jurisdiction, forum non conveniens, or alternative forum, as to these courts.
7.8 Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signature on each counterpart were on the same instrument.
7.9 Entire Agreement. This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter and supersedes all prior agreements or negotiations between the parties. This Agreement may be amended, supplemented, or changed only by an agreement in writing that makes specific reference to this Agreement or the agreement delivered pursuant to it and that is signed by the party against whom enforcement of any such amendment, supplement, or modification is sought.
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