SEO & DIGITAL MARKETING SERVICE AGREEMENT

SEO & DIGITAL MARKETING SERVICE AGREEMENT

Article1

Please read these terms and conditions (“Terms”, “Terms and Conditions”) carefully before using search engine optimization and digital marketing services operated by Harris Marketing Group.

Your (“CLIENT”) access to and use of “Service Provider” Harris Marketing Group is conditioned on your acceptance of and compliance with these Terms.  These Terms apply to all users who use and pay for services provided by Harris Marketing Group. Payment for Harris Marketing Group services equals agreement to Terms and Conditions.

Article 2 Recitals

WHEREAS Harris Marketing Group offers internet marketing, search engine optimization, and website optimization services (hereinafter referred to as SERVICES) AND WHEREAS the CLIENT is interested in utilizing the SERVICES of Harris Marketing Group AND WHEREAS Harris Marketing Group desires to offer SERVICES to the CLIENT, and the CLIENT wishes to contract SERVICES from Harris Marketing Group NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants set out herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties to this Agreement agree as follows:

Article 3

Definitions and Interpretations (a) For the purposes of this Agreement, the following terms shall have the following meanings: (b) “Commencement Date” shall be the date of approval of this Agreement as set forth in Article 1 of this Agreement. (c) “Party” and “Parties” shall mean a party and the parties to this Agreement, respectively. (d) “Related Services” shall mean any service provided by Harris Marketing Group in relation to internet marketing, including, but not limited to: digital marketing, marketing consulting, graphic design, web support as agreed, advertising as agreed. (e) “Search Engine Optimization” shall mean the process of making changes to the code, design and/or content of one or more website pages for the purposes of ranking more favorably in one or more internet search engines. (f) “Link Building” shall be the process of acquiring incoming hypertext links from other website pages in order to build traffic to the site. (g) “Directory” shall mean a website that contains pages of outgoing hypertext links that are organized into categories. (h) “Keyword(s)” also known as “Search Term(s)”) shall mean word(s) entered by the searcher into a search form. Other instructions can optionally be added to keywords in some engines to create a “Query”. (i) “Search Engine Results Pages” (SERPs) are the results that a search engine presents in response to a Query. (j) “Compliant Techniques” shall be Search Engine Optimization techniques that conform to the Terms of Service and generally accepted guidelines for a particular search engine.   For purposes of this Agreement, an entity shall be related to or affiliated with a Party if one of them is a subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person.  If two bodies corporate are affiliated with the same body corporate at the same time, they shall be deemed to be affiliated with or related to each other. Unless the context of this Agreement requires otherwise, reference in this Agreement to a numbered or lettered article, section, subsection or paragraph refers to the article, section, subsection or paragraph bearing that number or letter in this Agreement.  A reference to “this Agreement”, “herein”, “hereof”, “hereunder” or similar terms refers to this Agreement as a whole, together with any Schedules and amendments to this Agreement. All references in this Agreement to dollar amounts are to U.S. funds unless otherwise specified.  In this Agreement, unless the context requires otherwise, the singular number shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter gender; and words importing persons shall include associations, partnerships and corporations and vice versa.

Article 4 Services Offered

Harris Marketing Group shall perform search engine optimization services for the Client’s website of choice to the extent that CLIENT requires additional assistance or information from Harris Marketing Group, Harris Marketing Group will provide Related Services for an additional cost of $250.00 per hour, not including expenses.  Both parties prior to any Related Service being performed shall mutually agree upon such additional costs.  Allocation of time is subject to availability. Harris Marketing Group shall perform agreed upon services in a timely manner so long as all required information is given to Harris Marketing Group ahead of time.  Writing a copy will be original and fall under the ownership of CLIENT as soon as the copy is placed on the website.  Harris Marketing Group is not responsible for plagiarized content from CLIENT’s website (Harris Marketing Group will never add plagiarized content to CLIENT’s website) Hosting can be provided by the CLIENT’s preferred service provider in which CLIENT’s website will reside.  Harris Marketing Group reserves the right to cancel service at any time.  In this event customers will be entitled to a pro-rated refund based upon the remaining period of membership. If a customer violates Harris Marketing Group’s terms of service, a refund will not be issued in the event of a cancellation. Customers may cancel their account at any time but they will still be responsible to make their monthly payment commitments until the end of the service agreement. As such, fees charged on a prepay basis are non-refundable. Harris Marketing Group shall not be responsible for any loss of business or other damages resulting from occasional “down-time” or other technical problems related to the Client’s host server, whether caused by the web hosting company or by broader Internet problems beyond our control.

Harris Marketing Group’s SEO Services will include (but are not limited to):

•    Researching keywords and phrases to select appropriate, relevant search terms (up to 1,000 phrases a month).

•    Obtaining “back links” from other related websites and directories in order to generate link popularity and traffic.

•    Editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary.

•    Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.

•    Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches.

•    Create traffic and ranking reports for Clients and any associated pages showing rankings in the major search engines.

Office hours are Monday through Friday 8:00 am to 5:00pm (EST). Email is to be the primary form of communication between Client and Service Provider. Service Provider is available for Zoom calls during office hours only. Occasional calls of only a few minutes in duration are not typically billed to Client. However, the time of both parties must be respected, and calls lasting over 10 minutes will be billed to Client. Zoom meetings must be prescheduled. Cancellation requires a minimum of 24 hours advance notice. Client will receive one weekly 30 minute Zoom meeting to review KPIs and if the Client misses that meeting without rescheduling within 24 hours, they will forfeit that meeting for the week and have KPIs communicated via email. Missed additional meetings to those included weekly or cancellations of such without sufficient notice will be billed to Client.

Basic support receives 24-48 hours attention on business days. Each new or special project requires a minimum three (7) business days lead time. Client will provide sufficient notice and allow for reasonable timeframes for project completions. Rush projects of 24 hours or less and projects requiring weekend or holiday work may be subject to a surcharge and/or other rush fees of $1,000 an hour. Service Provider reserves the right to refuse any project or service request.

Client will provide all content, outlines, photos, project images, etc., necessary for any special projects. Source material must be clear and legible. Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful and complete information necessary for Service Provider to perform or complete the agreed services or project.

For the purposes of receiving professional SEO services, Client agrees to provide the following:

•    Administrative/backend access to the website for analysis of content and structure.

•    Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.

•    Unlimited access to existing website traffic statistics for analysis and tracking purposes.

•    Authorization to use client pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by Harris Marketing Group for search engine optimization purposes.

•    If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. Harris Marketing Group can create site content at additional cost to the Client.

Completed projects are delivered via email and other means as required by the Client will be charged separately. Client is responsible and will be billed for all shipping and handling costs. There is no charge for emailing or U.S. calls.

Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofing and accuracy. Service Provider is not responsible for errors or omissions.

Client must acknowledge the following with respect to SEO services:

•    All fees are non-refundable.

•    All fees, services, documents, recommendations, and reports are confidential.

•    Harris Marketing Group 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. The Client’s website may be excluded from any directory or search engine 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, Harris Marketing Group does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.

•    Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than a certain amount of time. This is referred to as the “Google Sandbox.” Harris Marketing Group assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.

•    Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, Harris Marketing Group will re-optimize the website/page based on the current policies of the search engine in question.

•    Some search directories offer expedited listing services for a fee. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion or expedited service fees. Harris Marketing Group can offer a list of expedited listing services upon request.

•    Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. Harris Marketing Group does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.

Article 5 Remuneration

CLIENT shall pay and satisfy the fees agreed upon by payment to, or to the order of, Harris Marketing Group, by the provided link, or wire transfer or bank draft in U.S. dollars immediately following the Commencement Date, or on the agreed schedule, as applicable. There shall be a $500 per month or part of month late penalty for fees not paid in 30 days There shall be no right of set-off or recoupment with regard to remuneration under this agreement.

Article 6 Intellectual Property and Copyright

The CLIENT authorizes Harris Marketing Group’s use of all client logos, trademarks, Web site images, etc., for use in creating and using web resources including, but not limited to, web pages; and any other uses as deemed necessary by Harris Marketing Group, and agreed to by the CLIENT, for search engine marketing and optimization.  The CLIENT warrants that it is legally entitled to use, and saves Harris Marketing Group harmless regarding, all materials provided to Harris Marketing Group by the CLIENT during the course of this agreement. Harris Marketing Group shall retain copyright over all work done until payment is made and will be held harmless against using any image that was pre-existing on the CLIENT’s website.

Article 7 Indemnification and Access

CLIENT shall indemnify and save harmless Harris Marketing Group and Harris Marketing Group’s directors, officers, employees, agents and assigns from and against all claims, actions, obligations, liabilities, damages, losses and judgements, including any incidental costs and expenses, arising out of or attributed, directly or indirectly, to the actions agreed to by the CLIENT in this agreement. The CLIENT acknowledges that Harris Marketing Group is a specialist and does not profess expertise in the Client’s area of business. The CLIENT is responsible for, and holds Harris Marketing Group blameless for, the content, trademarks and other aspects of the website that are related to the Clients’ business, industry, and competitors. The CLIENT agrees to provide the following:  (a) The CLIENT must provide Harris Marketing Group with current passwords and user IDs needed to gain remote access to the client’s Web site files via FTP software or similarly functioning software. Harris Marketing Group is responsible for maintaining confidentiality of the passwords and user IDs. If CLIENT can does not have FTP access then CLIENT will provide Harris Marketing Group with login information so Harris Marketing Group can edit the CLIENT’S website. (b) Where FTP access is not possible, client agrees to provide an email address of a technician who can upload requested changes on a timely basis. Harris Marketing Group cannot be held responsible for delays once the technician has been notified of the upload request. A copy of the request will be sent to the CLIENT.  (c) Access to raw log files or existing statistical reporting to facilitate Web site traffic reporting. Harris Marketing Group will not be unable to supply these reports if the raw log files nor existing statistical reporting is available.  (d) If client’s site is sparse in textual content, The CLIENT will provide additional relevant text content in electronic format for the purpose of creating additional web pages or increasing the content on existing ones, at Harris Marketing Group’s direction and discretion. If this content is not or cannot be provided, Harris Marketing Group cannot be held responsible for results related to the absence of such materials. The CLIENT further agrees to allow Harris Marketing Group to modify keyword density, positioning and other search engine related aspects of the content without restriction. (e) The CLIENT agrees that no work shall be done on the website during the optimization process without Harris Marketing Group’s knowledge and previous consent. Harris Marketing Group shall not be responsible for delays, costs, or errors attributable to unauthorized changes to the website during the term of this contract.

Harris Marketing Group is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.

Article 8 Terms and Termination

The Term of the Agreement is, subject to the prior renewal or termination of this Agreement pursuant to the terms and conditions hereof, is for a period of 6 months, commencing on the Commencement Date. This agreement may be renewed by mutual written consent of both parties for a subsequent term of 6 months. Such renewal shall be on the terms and conditions agreed upon by both parties. Either Party may terminate this Agreement in the event that the other Party breaches a material condition hereof, provided that the first Party gives written notice to the second Party of the breach.  The second Party shall have thirty (30) days from receipt of such notice to correct the breach.  In the event the breach is not remedied within this period, the first Party may, in its sole discretion, terminate this Agreement within a reasonable time after the expiry of the thirty (30) day period. Notwithstanding any other provision of this Agreement, the Parties agree and acknowledge that the provisions of Articles 6, 7 and 9 shall survive the expiration or termination of this Agreement and shall remain in full force and effect notwithstanding such expiration or termination. Any termination of this Agreement shall be without prejudice to any other rights (including any right of indemnity), remedy or other relief vested in either Party or to which either Party may otherwise be entitled pursuant to this Agreement.

Article 9

General Warranties by both parties are as follows: (a) Each Party to this Agreement warrants that it is not under any legal obligation that would prevent it from entering into this Agreement or that would prevent or hinder the carrying out of its terms, and that all internal authorizations required for the entering into of this Agreement have been or will be made, including any required authorizations by its Board of Directors, or otherwise. (b) The Parties agree that, except as may be expressly provided in this Agreement, neither has made or makes to the other any representations or warranties respecting the compensation that the other may expect to earn or receive pursuant to this agreement or otherwise. (c) Save and except as expressly set forth in this Article 9 of the Agreement, Harris Marketing Group expressly disclaims and excludes all express and implied representations and warranties, whether statutory or otherwise. Harris Marketing Group and CLIENT are and shall be independent contractors and Harris Marketing Group is not and shall not be the agent or legal representative of CLIENT for any purpose whatsoever. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied on behalf of or in the name of the other Party or to bind the other Party in any manner whatsoever.  The Parties hereby agree that they not to hold themselves out as having any right or authority to assume or to create any obligation or responsibility on behalf of or in the name of the other party or to bind the other party in any manner whatsoever other than as may be expressly provided in this Agreement. Subject to Article 10, no Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.  Any attempt to assign this Agreement without such written consent shall be void. Notwithstanding Article 10, Harris Marketing Group shall be entitled to assign this Agreement to a company related to or affiliated with Harris Marketing Group without the prior written consent of CLIENT. It is agreed between the Parties that neither of the Parties shall be held responsible for damages caused by delay or failure to perform their respective undertakings under the terms of this Agreement when the delay or failure is due to fires, strikes, floods, acts of God, wars, riots, insurrections, lawful acts of public authorities, or delays or defaults caused by common carriers, that cannot reasonably be foreseen or provided against, including the actions of search engines, directories and related parties not under the direction or control of the Harris Marketing Group. The delay or failure in performance excused by Article 10 of this Agreement shall only be excused for so long as the causes of such excusable delay or failure subsist.  The Parties shall resume the performance of their respective undertakings forthwith upon cessation of the cause of such excusable delay or failure. No covenant or condition of this Agreement may be waived except by the written consent of the waiving Party, and forbearance or indulgence by the waiving Party in any regard whatever shall not constitute a waiver of the covenant or condition to be performed by the other Party and until complete performance by the other Party of the covenant or condition, the waiving Party shall be entitled to invoke any remedy available under this Agreement or at law, despite the forbearance or indulgence. If any part of this Agreement is found to be invalid by any court of competent jurisdiction, that part shall be deemed severed from this Agreement and shall not affect the validity of the remainder, which remainder shall remain in full force.  Such severance shall have effect only in the geographic area within which such court has jurisdiction. All notices required to be forwarded pursuant to this Agreement shall be sent by email, registered mail, personal delivery or facsimile to the addresses or facsimile numbers set out below or such other address or facsimile number as either Party may advise: In the case of Harris Marketing Group: E-mail:   Support@ileanharris.com

The laws of the State of Florida in the United States of America shall govern this Agreement. In the event of arbitration and /or disputes,  (a) All disputes arising from the execution of/or in connection with the Agreement shall be settled through friendly consultation between both parties.  In case no settlement can be reached, the disputes shall be submitted for arbitration. (b) (c) (d) All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The arbitration authority shall be a court of competent jurisdiction in the State of  Florida in the United States of America The arbitration award shall be final and binding on both parties. This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior and contemporaneous agreements, understandings and discussions, whether oral or written, between the Parties.  There are no warranties, representations or other agreements between the Parties in connection with its subject matter except as specifically set forth in this Agreement. No change or modification of this Agreement shall be valid unless it is in writing and signed by each Party hereto. This Agreement is binding on all successors, permitted assigns, heirs, executors and administrators of the Parties hereto. This Agreement may be executed in any number of counterparts and all of these counterparts shall for all purposes constitute one agreement binding on the Parties and be deemed originals for all purposes notwithstanding that all Parties are not signatories to the same counterpart.

The terms and conditions of this Agreement may be modified or amended as necessary only by written instrument signed by both parties. By making a payment the Client agrees completely with this Retainer Agreement, and agrees to and accept the terms and conditions as contained herein, on the date of payment.

We welcome you to contact us directly with your questions or comments:

Harris Marketing Group, LLC
PO Box 450024
Miami, FL 33245

Email Address: support@ileanharris.com

Effective as of May 16, 2018- until now