A-1 Solutions, LLC SEO Services Agreement
CLIENT SERVICES AGREEMENT
This Client Services Agreement (“Agreement”) is entered into this 3rd day of July, 2019 between EXCEL DIGITAL MARKETING, INC. A MICHIGAN Corporation (“Services Provider”) and A-1 Solutions, LLC (“Client”).
Client wishes to retain the services provided by EXCEL DIGITAL MARKETING, INC for the purpose of receiving Search Engine Optimization and Reporting Services (hereinafter referred to as “SEO”), and EXCEL DIGITAL MARKETING, INC wishes to provide such services to the Client, the primary purposes of which are: 1) To provide the Client with increased exposure in search engines; and, 2) To drive keyword based online traffic to the site.
WHEREFORE, in consideration of the mutual promises contained in this agreement, the sufficiency of which is accepted, EXCEL DIGITAL MARKETING, INC agrees to provide Client with SEO as described in this agreement. EXCEL DIGITAL MARKETING, INC is authorized to use the specific keywords and/or phases set forth in the proposal for development, improving the ranking of, and/or positioning the contents of the Client’s URL(s),http:// calldumpsterman.com in the search engines and/or directories that are most frequently used by the general public which are defined below. Client agrees to pay EXCEL DIGITAL MARKETING, INC a fee as stated below. The Fee must be received prior to the start of any services provided. SEO Services are intended to provide the client with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEO Services include: The specific services to be provided by EXCEL DIGITAL MARKETING, INC and the fees for such services are set forth in the Project Quote listed in Exhibit A, which is incorporated into this Agreement by reference.
Term. This agreement shall commence on the date set forth above, and shall remain in effect for a period of twelve (12) months. If, after ninety (90) days from the commencement of the Agreement, Client wishes to cancel the Agreement for any reason, Client may, within thirty (30) days after the ninety (90) day period, provide EXCEL DIGITAL MARKETING, INC with written notice of Client’s desire to terminate the Agreement. Upon receipt of such notice from Client, the Agreement shall terminate. This termination provision does not apply once the Agreement has been renewed subject to the Automatic Renewal provision below.
Automatic Renewal. At least thirty (30) days prior to the termination of this Agreement, Client shall provide notice to EXCEL DIGITAL MARKETING, INC in writing whether Client intends to renew this Agreement for an additional months or some other term agreed to by the parties. In the event that Client does not provide such written notice to EXCEL DIGITAL MARKETING, INC at least thirty (30) days prior to the termination date, then this Agreement shall be extended for a period of (30) days.
Interest on Unpaid Balances. Client agrees that EXCEL DIGITAL MARKETING, INC shall charge interest at the annual rate of 9% for balances that are unpaid for more than thirty (30) days.
Client Ownership of Material. Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to EXCEL DIGITAL MARKETING, INC for inclusion on the website above are owned by Client, or that Client has received written permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and indemnify EXCEL DIGITAL MARKETING, INC and its subcontractors from any liability or suit arising from the use of such elements as further set forth in paragraphc19.
Damage to SEO Services. EXCEL DIGITAL MARKETING, INC is not responsible for changes made to the Web site by other parties that adversely affect the search engine rankings of the Client’s Web site. Furthermore, EXCEL DIGITAL MARKETING, INC may be required to impose additional charges on Client in the event that the SEO work is destroyed either wholly or in parts, either knowingly or unknowingly by any party other than EXCEL DIGITAL MARKETING, INC or without the prior consultation of EXCEL DIGITAL MARKETING, INC. SEO work is destroyed either wholly or in parts if, among others, the following changes are made to a website by any party other than EXCEL DIGITAL MARKETING, INC or without first consulting EXCEL DIGITAL MARKETING, INC: i. Changes in the file(s) or folder(s) name; ii. Putting a file in a different folder or putting a folder in another folder or sub domain; iii. Making changes in the head section of a document like changing the text in the title tag, removing certain HTML tags required for site authentication; iv. Deleting a link, folder, file,
web document or sub domain; v. Modifying text on a web document like changing the formatting of the text or repositioning the text; vi. Removing analytics code from the web page which is used to track website traffic; vii. Linking out to any website without prior consultation of EXCEL DIGITAL MARKETING, INC; viii. Adding a file, folder, web document, widget or any functionality; ix. Renaming URLs of existing web documents; and, x. Taking down the website or part of the website.
Termination for Cause. Client and EXCEL DIGITAL MARKETING, INC, in their respective sole discretions, shall have the right to immediately terminate this agreement in the event that Client engages in conduct that is illegal or immoral. This conduct includes pornography, online gambling, online pharmacies, and unfair and deceptive trade practices as such practices are defined by law.
Mutual Confidential and Proprietary Trade Secret Information. Client and EXCEL DIGITAL MARKETING, INC. agrees that by providing the Services pursuant to this Agreement, Client and EXCEL DIGITAL MARKETING, INC. will have access to information, techniques, processes, and information that constitutes confidential and proprietary trade secret information that is the sole and exclusive property of Client or EXCEL DIGITAL MARKETING, INC. Client and EXCEL DIGITAL MARKETING, INC. agrees to strictly maintain the confidentiality of all information, techniques, processes, and information provided by EXCEL DIGITAL MARKETING, INC to Client or by Client to EXCEL DIGITAL MARKETING, INC., either directly or indirectly, during the term of this Agreement. Client and EXCEL DIGITAL MARKETING, INC. agrees that due to the nature of the information, techniques, processes, and information utilized by Client and EXCEL DIGITAL MARKETING, INC., it is difficult to determine the dollar value of the damages resulting from the disclosure of such information to third parties. Accordingly, Client and EXCEL DIGITAL MARKETING, INC. agrees that damages in the amount of $5,000 are appropriate in the event that such protected information is disclosed to unauthorized third parties.
Mutual No Competition or Hiring or Solicitation of Employees. Client and EXCEL DIGITAL MARKETING, INC. agrees that, during the Term of this Agreement and for a period of one year thereafter, Client and EXCEL DIGITAL MARKETING, INC. shall not, and shall not permit any of the Client’s or EXCEL DIGITAL MARKETING, INC.’s employees or agents to directly or indirectly, personally or through others, encourage, induce, attempt to induce, solicit or attempt to solicit any employee of the Client or EXCEL DIGITAL MARKETING, INC to leave his or her employment with the Client or EXCEL DIGITAL MARKETING, INC. Client and EXCEL DIGITAL MARKETING, INC. further agrees, that in consideration of EXCEL DIGITAL MARKETING, INC providing Client, and vice versa, with access to confidential and proprietary trade secret information described herein, that Client agrees not to engage in a competing business with EXCEL DIGITAL MARKETING, INC, and vice versa, for the term of this Agreement and for a period of one (1) year after the Agreement’s termination.
No License. Reseller may not use the EXCEL DIGITAL MARKETING, INC corporate names or trademarks without prior written approval of EXCEL DIGITAL MARKETING, INC. EXCEL DIGITAL MARKETING, INC shall retain complete ownership rights to any advertising, marketing materials, or website content provided to Client.
Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if it is sent by personal hand delivery, overnight delivery by nationally recognized carriers, or confirmed facsimile or other electronic transmission, and addressed to the intended recipient as set forth below:
EXCEL DIGITAL MARKETING, INC29155 Northwestern HWYSuite #376Southfield, MI 48034
A-1 Solutions, LLC Address:
33717 Woodward Ave #116Birmingham, MI 48009
Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.
Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. The parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant.
Currency. All currency figures in this Agreement are in legal tender of the United States government as of the date of this Agreement.
Counterparts and Electronic Originals. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The parties agree that an electronic or facsimile copy of a party’s signature on the Agreement shall serve as an original for all purposes.
Section Headings, Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.
Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of MICHIGAN without giving effect to any choice or conflict of law provision or rule (whether of the State of MICHIGAN or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of MICHIGAN. Each of the parties hereby agrees to submit to the personal jurisdiction of the state and federal courts of the State of MICHIGAN for any and all proceedings, claims or controversies which arise as a result of or relating to this Agreement. The parties expressly agree that the sole and exclusive venue for bringing any action relating to this Agreement shall be in Oakland County, MICHIGAN. Client expressly agrees to waive the right to transfer venue from Oakland County on the basis that Oakland County is an inconvenient forum.
Mutual Indemnification. Client and EXCEL DIGITAL MARKETING, INC. agrees to indemnify, defend, and hold Client and EXCEL DIGITAL MARKETING, INC harmless from any claims, judgments, lawsuits, actions, damages, liability, and/or obligations (including costs and attorneys’ fees), including, without limitation, claims arising in contract or tort, arising out of or related to any breach by Client or EXCEL DIGITAL MARKETING, INC. of any representation, warranty or covenant made in this Agreement. Client and EXCEL DIGITAL MARKETING, INC. further agrees indemnify, defend, and hold Client and EXCEL DIGITAL MARKETING, INC harmless from any claims, judgments, lawsuits, actions, damages, liability, and/or obligations (including costs and attorneys’ fees), including, without limitation, claims arising in contract or tort, arising out of or related to Client’s or EXCEL DIGITAL MARKETING, INC.’s conduct of its business activities either on the internet or through traditional business channels. Client and EXCEL DIGITAL MARKETING, INC will retain the right to review and approve any proposed settlement of claims against Client or EXCEL DIGITAL MARKETING, INC subject to Client’s or EXCEL DIGITAL MARKETING, INC.’s indemnification. Client and EXCEL DIGITAL MARKETING, INC will not unreasonably withhold its consent to such settlements in exercising Client’s or EXCEL DIGITAL MARKETING, INC’s review and approval rights.
Modification. This Agreement cannot be changed or amended in any way unless such change or amendment is in writing and signed by EXCEL DIGITAL MARKETING, INC and Client.
Client has contracted with EXCEL DIGITAL MARKETING, INC to provide SEO services for the website located at http://calldumpsterman.com
The cost of the services are listed below
Estimated Project Completion: 90 -180 days – Per (City/Location Page)
Breakdown:Project Initiation Total: $4,700Monthly Retainer: $4,000
The services to be provided by EXCEL DIGITAL MARKETING, INC are outlined in detail within the Project Quote but also include:
Client: A-1 Solutions, LLC
July 3, 2019
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Document Name: A-1 Solutions, LLC SEO Services Agreement
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