In consideration of the mutual covenants set forth in this Agreement, Customer and ICONCEPT hereby agree to the following statements:
1. DEVELOPMENT OF STRATEGY AND OPTIMIZATION
ICONCEPT agrees to create, install, manage, develop and employ custom SEO strategies according to the terms listed on the JOB ORDER attached hereto.
2. DELIVERY DATES AND MILESTONES
ICONCEPT will use reasonable diligence in the development of the SEO services and endeavor to deliver to Customer all deliverables and milestones as specified in the JOB ORDER. Customer acknowledges, however, that this delivery deadline and the other payment milestones listed in JOB ORDER, are estimates, and are not required delivery dates. ICONCEPT will be retaining all documents, source code, keyword lists and other assets employed or created for Customer during the execution of this agreement. Customer will only receive the output formats of ICONCEPT’s work where applicable. The output is to be used only within the scope of the project as outlined in JOB ORDER. Customer shall retain all of its intellectual property rights in any text, images or other components it owns and delivers to ICONCEPT for use in the SEO services rendered under this agreement.
In any event that the Client opts to quit this SEO CAMPAIGN during the INITIAL STAGES of the optimization, ICONCEPT agrees to refund in full any down payment made minus the cost of items and services already delivered, i.e. keyword and competitor analysis, domain name, web hosting, published contents, and so on. In no event will ICONCEPT be liable to the Client or any third party for any damages or lost of profit due to the delay of this project, which is not attributable to its fault or negligence.
3. SERVICES PROVIDED
SEO services are intended to provide Customer with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEO services may include, but are not limited to the following:
3.1 Keyword Selection
ICONCEPT will provide a comprehensive list of keywords and phrases relevant to Customer’s desired search terms as specified in the JOB ORDER.
3.2 Web Page Creation, Edits and Custom Programming
ICONCEPT will create or edit Customer’s existing Web Pages to include various HTML tags, content, text or other elements as deemed necessary by ICONCEPT in order to aid submissions to selected search engines and directories.
ICONCEPT may register additional domains as specified in the JOB ORDER to be used as gateways to improve SEO services. Registration shall be in Customer’s name and a schedule of fees for maintaining the additional domains shall be billed to Customer accordingly. (Customer will be notified before action is taken)
ICONCEPT may create additional Web Pages as specified in the JOB ORDER for the purpose of targeting specific agreed upon keyword or phrase searches relevant to Customer’s Web Site. These Web Pages will be placed in locations determined to be most effective and at ICONCEPT’s sole discretion.
ICONCEPT may employ proprietary positioning techniques, coding and other resources, as it deems necessary to improve Customer’s positioning. ICONCEPT reserves the right to create specially coded Web Pages to prevent competitors from copying code or any resources employed by ICONCEPT.
ICONCEPT will submit Customer’s Web Pages to the search engines and directories as stated in the JOB ORDER.
ICONCEPT will create custom reports for traffic and positioning of Customer’s Web Site, Web Pages and any additional Web Sites or custom Web Pages created by ICONCEPT under this Agreement. ICONCEPT will provide detailed reports as required by the JOB ORDER and shall endeavor to provide the reports to Customer in a timely manner. Customer acknowledges that any reports provided by ICONCEPT are to be considered estimates based on industry standard reporting software and techniques and shall never be construed as an exact counting of each and every submission.
ICONCEPT may provide editing services and continue to adjust all Web Pages, keywords and other media created under this Agreement and for the period specified in the JOB ORDER in order to increase the effectiveness of SEO services at the ICONCEPT’s sole discretion.
4. Customer acknowledges the following with respect to services:
ICONCEPT accepts no responsibility for policies of third-party search engines, directories or other Web Sites (“Third-party resources”) that ICONCEPT may submit to with respect to the classification or type of content it accepts whether now or in the future. Customer’s Web Site or content may be excluded or banned from any Third-party resource at any time. Customer agrees not to hold ICONCEPT responsible for any liability or actions taken by Third-party resources under this Agreement.
Customer acknowledges that the nature of resources that ICONCEPT may employ under this Agreement is competitive in nature. ICONCEPT does not guarantee the #1 position, or a consistent top 10 positioning, or guaranteed placement for any particular keyword, phrase or search term. Customer acknowledges that ICONCEPT’s past performance is not indicative of any future results that the Customer may experience.
Customer acknowledges that SEO and submissions to search engines and directories can take an indefinite amount of time for inclusion. Each edit or change made to any resources employed by ICONCEPT will repeat these inclusion times.
Customer acknowledges that any of the search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.
Customer acknowledges that search engines may drop listings from its database for no apparent or predictable reason. ICONCEPT shall re-submit resources to the search engine based on the current policies of the search engine in question and whether pay inclusion programs are being used.
ICONCEPT will endeavor to make every effort to keep Customer informed of any changes that ICONCEPT is made aware of that may impact any of the SEO services and the execution thereof under this Agreement. Customer acknowledges that ICONCEPT may not become aware of changes to Third-party resources, industry changes or any other changes that may or may not affect SEO services.
Customer acknowledges that some of the Third-party resources only offer paid inclusion programs that require a fee or continued maintenance or performance fees. Customer is solely responsible for all paid inclusion fees and must maintain adequate funds in any Third-party accounts in order to maintain inclusion in these resources. ICONCEPT reserves the exclusive right, for the duration of this Agreement, to approve or disapprove any design strategies, existing code or other techniques, whether requested by Customer or presently employed by Customer that are considered by ICONCEPT to be detrimental to SEO and the execution of ICONCEPT’s services under this Agreement.
For all of ICONCEPT’s services under this Agreement, Customer shall compensate ICONCEPT, in cash, pursuant to the terms of JOB ORDER attached hereto. In the event Customer fails to make any of the payments referenced in JOB ORDER by the deadline set forth in JOB ORDER, ICONCEPT has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove equipment, software, services or resources owned by ICONCEPT, whether leased to Customer by ICONCEPT or not and any ICONCEPT personnel or staff from Customer location(s), (3) bring legal action.
Customer and ICONCEPT acknowledge and agree that the JOB ORDER and all other documents and information related to the development of SEO (the “Confidential Information”) will constitute valuable trade secrets of ICONCEPT. Customer shall keep the Confidential Information and shall not, at any time during or after the term of this Agreement, without ICONCEPT’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
7. LIMITED WARRANTY AND LIMITATION ON DAMAGES
ICONCEPT warrants that SEO products and services will conform to the JOB ORDER for a period of 30 days from the date of acceptance by Customer. If SEO does not conform to the JOB ORDER, ICONCEPT shall be responsible to correct SEO without unreasonable delay, at ICONCEPT’s sole expense and without charge to Customer, to bring SEO into conformance with the JOB ORDER. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied. Customer acknowledges that ICONCEPT does not warrant that SEO will work on all platforms. Customer acknowledges that ICONCEPT will not be responsible for the results, productivity or any other measurable metrics not specified in JOB ORDER, obtained by Customer on SEO. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to ICONCEPT as set forth in JOB ORDER attached hereto.
8. INDEPENDENT CONTRACTOR
ICONCEPT shall be retained as an independent contractor. ICONCEPT will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on ICONCEPT’s behalf other than those required by Law. ICONCEPT understands that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
CUSTOMER agrees not to hire the services of any ICONCEPT employees directly or indirectly without ICONCEPT’s written permission within a period of 12months.
Customer agrees to make available to ICONCEPT, for ICONCEPT’s use in performing the services required by this Agreement, such items of hardware and software as Customer and ICONCEPT agree are reasonably necessary for such purpose. Customer agrees to make available any access to services, hosting, ftp or other resources deemed necessary by ICONCEPT to fulfill its obligations under this Agreement.
10. GOVERNING LAW, DISPUTE RESOLUTION, AND ARBRITRATION CLAUSE
This Agreement shall be governed by and construed in accordance with the laws of the Philippines. The parties shall use reasonable effort to resolve any dispute via a meeting between the CLIENT’s representative for this Contract and a representative of ICONCEPT.
In order to spare both parties from court costs and many legal fees, ICONCEPT and Client agree to solve any dispute related to the process of website development as much as possible outside of court. Client agrees to keep communication lines open for discussions.
Any controversy or claim arising out of or relating to this agreement, or any breach thereof, in the amount less than P100,000.00 must first be submitted to an arbitration panel composed of three (3) members, one representative appointed by ICONCEPT, another by the CLIENT, and the third and final member to be chosen by the first two members or in the absence of the latter, before the duly authorized arbitrator in the City of Malolos, Bulacan. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and shall be deemed as conclusive between the parties;
Should a legal arbitration be required to resolve dispute, exclusive jurisdiction and venue shall be within the proper court of Malolos, Bulacan. The prevailing party shall be entitled to recover reasonable attorney fees and statutory costs.
11. GENERAL PROVISIONS
11.1 Entire Agreement
This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
11.2 Binding Effect
ICONCEPT reserves the right to assign subcontractors (if necessary) to this project to ensure the right fit for the job as well as on-time completion.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
11.4 Good Faith
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
11.5 No Right to Assign
Customer has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express of advance written approval of ICONCEPT, which consent can be withheld for any reason.
11.6 Right to Remove Resources
In the event Customer fails to make any of the payments set forth on JOB ORDER within the time prescribed in JOB ORDER, ICONCEPT has the right to remove any SEO under ICONCEPT control until payment is paid in full, plus accrued late charges of 3% per month.
Customer warrants that everything it provides ICONCEPT to employ in SEO is legally owned or licensed to Customer. Customer agrees to indemnify and hold ICONCEPT harmless from any and all claims brought by any third-party relating to any aspect of SEO, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, copyright infringement, and defective products sold via SEO. Customer agrees to indemnify ICONCEPT from responsibility for problems/disruptions caused by third-party services that Customer may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of SEO or multimedia project.
11.8 Use of Material for Promotional Purposes
Customer grants ICONCEPT the right to use its work in producing SEO for promotional purposes and/or to cross-link it with other advertising developed by ICONCEPT. Customer grants ICONCEPT the right to list, reference or otherwise identify Customer as a client of ICONCEPT in ICONCEPT’s advertising and marketing.
11.9 No Responsibility for Loss
ICONCEPT will have no responsibility for any third-party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed for SEO. ICONCEPT is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of SEO under this Agreement.
11.10 Right to Make Derivative Works
ICONCEPT will have the exclusive rights in making any derivative works from any of its work, practices, coding, programming or other work in regards to SEO.
11.11 Identification of ICONCEPT
Customer agrees that ICONCEPT identification may be annotated, and remain, within the code or on the Web Site as the authors. Customer also agrees to put ICONCEPT’s copyright notices on SEO and the relevant content therein.
11.12 Transfer of Rights
In the event ICONCEPT is unable to continue maintenance of SEO services, non-exclusive rights to SEO will be granted to Customer. Transfer of Rights does not apply to non-transferable third-party licenses and proprietary Material owned by the Developers.
11.13 Sole Agreement
All prices specified in this agreement will be honored for 3 months after all parties have sign. All additional feature requests other than what was approved and signed in the Job Order Form are subject for Quotation and new Job Order.
11.14 Laws affecting Electronic Commerce
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that he is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend ICONCEPT from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.
Depending on your package, we guarantee certain number of keywords / key phrases. This guarantee means that within the first twelve months of the campaign, we will be able to place your key phrases in the first page of GOOGLE.COM and your local Google site, i.e. GOOGLE.COM.PH.
In case ICONCEPT falls short of achieving the previously set targets, we promise to continue working for free and give you the same, undiminished monthly deliverables beyond the 12 month period for free, until we hit our targets.