This Internet Marketing (“Agreement”) is a valid legal agreement between Top Three SEO, LLC. (“hereinafter referred to as Top Three SEO”) with a principal business address at 7174 South 400 West, Midvale, UT 84047 and you, the client, the individual or single entity ordering Top Three SEO’s Services either via an on-line order form or via Top Three SEO’s customer service call center Sign-up Process. This Agreement governs your purchase and use of Top Three SEO’s Services ordered by you during the Sign-up Process.
For purposes of this Agreement, the ‘Effective date’ shall be that time when you, the Purchaser, use your credit card and the payment for use thereof has been successfully made.
The terms of this Agreement shall commence on the Effective Date, as herein defined.
DETAILS OF PARTIES ENTERING AGREEMENT
WHEREAS , Top Three SEO is a Search Engine Optimization (SEO) and internet marketing company (herein referred to as Services including SEO, internet marketing, website design, website development, website optimization, social media marketing and all other services offered by Top Three SEO)
AND WHEREAS, you, the Purchaser, (herein referred to as Purchaser or you) choose to employ the aforementioned Services of Top Three SEO,
AND WHEREAS, desires to offer the aforementioned services to Purchaser
NOW THEREFORE, in consideration of the terms and conditions set forth in this Agreement, Top Three SEO and you agree to the foregoing and as follows:
GENERAL INFORMATION AND AGREEMENT
By availing yourself of the aforementioned service of Top Three SEO, and by entering into this page, you as our client, acknowledge that you have read, understood, and agreed to be bound by all terms and conditions mentioned in this Agreement, as well as any additional rules or policies that may be established by TOP THREE SEO from time to time. This Agreement, and those that may from time to time be added or modified herein, constitutes the exclusive agreement between you and TOP THREE SEO concerning your use of Top Three SEO’s services and shall supersede and govern all prior proposals or agreements made by any of our representatives.
- 2.1 Restrictions. You are expected to recognize the practice of good and ethical Internet practices. You shall comply with the rules appropriate to any product or service provided by TOP THREE SEO.
- 2.2 Privacy and Intellectual Property Rights
- 2.2.1 You hereby recognize and acknowledge that the SEO techniques to be employed on and off of the websites are customized by TOP THREE SEO, the copyright of which shall remain fully owned by TOP THREE SEO subject to the terms and conditions set in this Agreement.
- 2.2.2 You acknowledge that any modification by you to the product and service provided by TOP THREE SEO will likely impair the performance standards of internet marketing expected by TOP THREE SEO.
- 2.2.3 You shall not update, alter, modify, or tamper with the optimized pages.
TOP THREE DIGITAL MARKETING SERVICES
- 3.1 Keyword Analysis. TOP THREE SEO shall conduct keyword research using tried and tested techniques, methods, and tools
- 3.2 Search engine submission. TOP THREE SEO optimization service does not include paid submission fees that some engines charge for inclusion.
- 3.3 Website Design and Development. Upon completion of a custom website design or website redesign and payment of web design and development fees, you are the owner of the commissioned website. You may continue to use the commissioned website to promote your company or organization regardless of whether you choose to continue further services with Top Three SEO. The client does not have the right to resell the design or development to other companies.
- 3.4 Content Writing and Site Optimization. In the event that TOP THREE SEO provides this service TOP THREE SEO will create customized text written with such technique that search engine crawlers will understand following the optimization standards (keyword density, prominence, and proximity). Website’s HTML codes will be validated to ensure that your website is in working order for the search engines.
- 4.1 Set-up and One-time Fees. You agree to pay TOP THREE SEO the set-up fee. You further agree to pay the Services fee amounting to the package price and payment term chosen during which such services are provided. Should you change your business name, phone number or address or any combination thereof after initiating the Services of Top Three SEO, an additional set-up fee will apply.
- You agree to provide TOP THREE SEO with current billing and contact information and authorize TOP THREE SEO to bill all account and related charges to the credit card on file, or any other payment mode applicable. All rates and prices quoted by TOP THREE SEO are in US Dollars. You are also required to advise TOP THREE SEO of any changes in credit card details. TOP THREE SEO shall charge a $35.00 fee for returned (NSF) checks or credit card charge backs.
- 4.2 Late Payments. Payment is due monthly and the anniversary of your signup. Services will be provided. Should you fail to pay any fees on the date due for payments, TOP THREE SEO shall have the right to make use of any or all of the following, as the case may be: a) assess and collect charges for the delay in an amount constituting five percent (5%) per month of which amount shall not exceed the ceiling provided by law, when available; b) suspend or terminate any access to any or all of the services of TOP THREE SEO after eight (8) days of non-payment; and/or c) terminate the Agreement without incurring any liability whatsoever arising from the discontinuance of services due to late payments, after thirty (30) days of non-payment.
- 4.3 Continuous Payment. The suspension or termination of TOP THREE SEO services, or of the Agreement, shall not absolve you from paying any outstanding fees, interests and penalties. You shall be responsible for any costs for the collection of such fees. Costs herein contemplated shall include, among other expenses rightfully due to TOP THREE SEO, attorney’s fees, expenses of litigation, and payment of damages.
- 4.4 Refunds and guarantees. All set-up fees and monthly fees are non-refundable.
- 4.4.1 SEO work is governed by many factors which are outside the direct control of Top Three SEO and indeed, any other SEO company. Therefore no reputable SEO company can guarantee particular results. Top Three SEO however guarantees improvement provided in a client’s website organic search engine results provided all of Top Three SEO’s advice is followed. For Example, Top Three SEO strongly advises against using tracking phone numbers sold by other marketing providers which may dilute your brand and the effectiveness of SEO services. Further, TOP THREE SEO does not guarantee improvement in your sales or relevant website traffic. Such will still depend on the demand for your product or service, design and layout of the site, and many other factors beyond the control of TOP THREE SEO.
- 5.1 Preferred Keywords. You shall take full responsibility for the keywords used and optimized in the website. You acknowledge to follow the guidelines set by TOP THREE SEO in choosing the keywords. Should you insist to use different keywords, further approval must be obtained from TOP THREE SEO to ensure that keywords are not too competitive nor too obscure and can achieve successful search engine rankings.
- 5.2 Optimized Content. You hereby agree that the thoroughly reviewed and approved text content made by TOP THREE SEO are the property of TOP THREE SEO. You, however, shall take full responsibility, legally or otherwise, for all content included in the optimized pages and the meta tags.
- 6.1 Cancellation Fee. A 50% fee of the total project cost is charged to you for any cancellations made to answer for costs of set-up requirements and billing in relation with the services where the project billed has not been completed.
- Payments previously paid are already non-refundable even if project has not been completed prior to cancellation. You must provide Top Three SEO written cancellation 30 days prior to your next charge date. Cancellations requests shorter than 30 days will require a final payment. To cancel, you are expected to send a cancellation notice through email to email@example.com.
WARRANTIES TO PARTIES
- 6.2 Customer Warranty. You represent and warrant to TOP THREE SEO that: a) You have the legal personality or authority, as the case may be, to enter into an Agreement with TOP THREE SEO and perform its obligations under this Agreement; b) You shall use TOP THREE SEO’s services and products for lawful purposes; c) You shall not violate any existing law, rules or regulations of any country where the project is used. Neither shall you violate the intellectual property rights of any person, corporation or legal entity; d) You warrant 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; e) In any instance you shall receive advise or notice of any claim with regard the project or TOP THREE SEO, you shall promptly provide TOP THREE SEO with a written notice of such claim; and f) You agree to inform TOP THREE SEO via email at firstname.lastname@example.org within three (3) days of any changes, alterations or modifications to the homepage or the project in general.
- 6.3 TOP THREE SEO Warranty. TOP THREE SEO warrants that: a) TOP THREE SEO has the legal personality and authority to enter into this Agreement and perform its obligations under this Agreement; and b) it will perform the services required under this Agreement.
- 7.1 Taxes. You will pay, or when necessary, reimburse TOP THREE SEO for taxes and duties imposed upon and by reason of the performance of TOP THREE SEO of its services, on all sales, use, transfer, privilege, whether international, national, state or local, except income taxes or gross receipts taxes which may be levied against TOP THREE SEO.
- 7.2 Non-Exclusivity. The parties acknowledge and agree that TOP THREE SEO is providing access to and use of its non-exclusive and non-transferable services to multiple clients.
- 7.3 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, unless TOP THREE SEO, in good faith, deems the unenforceable provision to be essential, in which case TOP THREE SEO will have the right to terminate this Agreement.
- 7.4 Notices. Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: a) upon delivery if delivered in person; b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; c) upon transmission if sent via telecopier, with a confirmation copy d) within two (2) business days if sent via overnight mail; e) one (1) business day after deposit with a national overnight courier; e) upon transmission if sent via e-mail with a telecopy sent the same day, in each case addressed, in the case of you, the client, to the address listed in TOP THREE SEO’s records, or in the case of TOP THREE SEO, at 7174 South 400 West, Midvale, Utah 84047.
- 7.5 Assignment. You will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without TOP THREE SEO’s prior written consent, which consent may be withheld, delayed or conditioned in TOP THREE SEO’s discretion. TOP THREE SEO shall have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to you.
- 7.6 Force Majeure. Neither party shall have any liability to the other or to third parties 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.
- 7.7 Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of Utah without regard to conflict of law principles. The parties agree that all disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Salt Lake County, Utah.
- 7.8 Non-solicitation. You agree 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, you shall not solicit or attempt to solicit any employee or consultant of TOP THREE SEO.
- 7.9 Modification of Terms. TOP THREE SEO reserves the right to modify this Agreement at any time and without advance notice. You are responsible for regularly reviewing these documents. Continued use of Services after any such changes shall constitute your consent to such changes.
- 7.10 Acceptable Use Policy. TOP THREE SEO reserves the right to refuse service to any site at its sole discretion. TOP THREE SEO does not allow the following types of sites: (a) “Warez” sites, including but not limited to any copyrighted software or music files; (b) Sites which provide methods for circumventing copy protection (“cracks”, key codes, serial numbers, decoder chips, etc.); (c) Any content which is not legal in the United States; and/or (d) Unsolicited email (spam) and bulk email.
TRADEMARKS AND COPYRIGHTS
- 8.1 TOP THREE SEO will use content approved by you to complete your Website. Any such images and text shall remain your property. You represent to TOP THREE SEO and unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to TOP THREE SEO 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 TOP THREE SEO from any claim or suit arising from their use. All graphic design and artwork developed by TOP THREE SEO is copyrighted and is owned by TOP THREE SEO. Only Top Three SEO’s clients are entitled to the use of graphic work designed by TOP THREE SEO.
DISCLAIMER EXPRESSLY STATED
- EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE TOP THREE SEO SERVICE PROVIDED IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TOP THREE SEO EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE TOP THREE SEO SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY TOP THREE SEO, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL TOP THREE SEO, OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE TOP THREE SEO SERVICES, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE TOP THREE SEO SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO TOP THREE SEO RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT TOP THREE SEO IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM TOP THREE SEO AND ITS AFFILIATES. UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, NOR SHALL TOP THREE SEO’S LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO TOP THREE SEO DURING THE THREE (3) MONTH PERIOD PRIOR TO WHEN THE ACTION AROSE. THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.
INDEMNIFICATION OF PARTIES
- 10.1 You agree to defend, indemnify and hold harmless TOP THREE SEO 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 the Services, 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 this Agreement.
CONFIDENTIAL INFORMATION AND PRIVACY
- 11.1 “Confidential Information”, as contemplated in this Agreement, shall include the terms of this Agreement, any services provided by TOP THREE SEO, the prices and fees charged under this Agreement, any other materials marked confidential by you or TOP THREE SEO and any other information conveyed under this Agreement that is identified in writing as confidential.
- 11.2 Each party acknowledges and agrees that: a) the Confidential Information constitutes valuable trade secrets of the party owning such Confidential Information; b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party’s prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care.
TERMINATION OF RELATIONSHIP
- 12.1 Termination by TOP THREE SEO. TOP THREE SEO shall have the right, upon written notice to you, to terminate this Agreement, sue and/or make you liable for breach, if: a) You fail to comply with payment obligations under this Agreement; b) You materially breach any term or condition of this Agreement; c) You terminate or suspend business activities, become insolvent, or become subject to any bankruptcy or insolvency proceeding, or assign the project to creditors, or become subject to direct control of a trustee, receiver or similar authority; or d) You infringe or duplicate the website subject of this Agreement, while having an outstanding balance, within one year from the effective date of this Agreement.
- 12.2 Survival. 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.
- 12.3 Abandonment of Project. A project manager will be working with you in every phase to assure that requests are processed. However, if any response or approval is not received from you for 30 days or more, the project will be considered abandoned and payment will be surrendered in full.
You may terminate the service with Top Three SEO at the end of the initial term or at any time during any renewal term by providing not less than thirty (30) days written notice to TOP THREE SEO. The termination notice must be sent to email@example.com or by phone with an account manager. If you terminate your service prior to the end of the initial term, you will be liable for an early termination charge amounting to the unpaid balance of the total subscription.