SEO Proposal Agreement Text

1. OWNERSHIP. Ownership of all SEO modules and internal seo pages remains with AD. Modules are licensed/rented on a per site / domain basis. Client may use the modules on one (1) website. Additional sites require additional licenses. You may not resell modules, offer it as yours or offer it as a service. All of our copyright notices and links must remain visible. Client may not decompile or reverse engineer the modules.

2. WARRANTIES AND LIABILITY. AD does not warrant that the functions of the modules will meet the client’s expectations of site traffic or resulting business. In no event will AD or its subcontractors be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation or inability to operate these Web pages or Web site, even if AD has been advised of the possibility of such damages.

3. SETTLEMENT OF DISPUTES.

a. All disputes arising out of or in connection with this Contract, or regarding its conclusion, execution or termination, shall be referred to and finally resolved by arbitration in accordance with the rules and procedures of the American Arbitration Association or the Square Trade Network. The award of the arbitrator shall be final and binding not subject to appeal and judgment thereon may be entered in any court of competent jurisdiction.

b. The Arbitration panel shall consist of 1 arbitrator selected by agreement between the parties. In the case of an arbitrator who cannot complete the work after 14 days of absence, the selection process must be repeated and arbitration restarted. The arbitrator shall be neutral, independent, disinterested, impartial and shall abide by the Canons of Ethics of the American Bar Association for neutral, independent arbitrators. In the event of a failure to agree on the appointment of arbitrator, the choice shall be made by an American Arbitration Association office in Texas. The place of arbitration is agreed to be San Antonio, Texas, United States of America. The parties agree that arbitration must be requested within 90 days from the date of any claim or dispute. Each party is limited to 4 hours hearing time and 3 hours final hearing time all of its arguments. The language of the arbitration shall be English. The governing law of this contract shall be the substantive law of the State of Texas. All fees in connection with Arbitration shall be paid by the party requesting Arbitration. Attorney’s fees may not be awarded by the Arbitrator.

4. TERMINATION OF CONTRACT. Either party may terminate the contract with or without cause upon 30 days notice. In the event that either AD or client is out of business, out of contact with the other party despite reasonable efforts to contact, or the domain name does not resolve to an active host, the contract will be deemed to have lapsed. In such instance of lapse or termination of the contract, AD is entitled upon written demand, providing for a response within 30 days, which includes a copy of the contract signed, to obtain assurance that the proprietary modules provided by AD according to this agreement, are destroyed, deleted, removed from the site, and that no copies are maintained. To the extent practicable, AD will make reasonable efforts to assist client in removing the modules from the system in such a manner that the remainder of the website is unaffected and any “dead links” rerouted. In the event that client refuses to allow access to the system, AD may enforce this agreement by seeking an order of specific performance, or, alternatively, due to the nature of the material and the difficulty in computing actual damages, receive liquidated damages for the value of the software in the amount of $2,500. This agreement shall be enforced according to the arbitration clause set forth below.

The undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties..

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