Last updated July 25, 2022
This Digital Marketing Agreement (“Agreement”) is entered into by and between NEMR8 LLC (“AI”, “Contractor”), a Texas Limited Liability Company, and you (“Client”), and collectively with AI the “Parties” or each individually a “Party”.
AI shall provide search engine optimization (SEO) services ("Service") to Client as proposed and indicated in the Service Estimate that accompanies this Agreement. In consideration of Client’s agreement to this Service for Client’s website (“Website”), and for other good and valuable consideration, the sufficiency of which are hereby acknowledged, it is agreed between the Parties as follows:
- TERM. Service will commence upon receipt of Client’s payment for initial invoice, which AI shall issue on the effective date the Service Estimate is signed by all Parties, and shall continue thereafter for 30 days. The Agreement renews month-to-month upon payment of subsequent invoices as required by Section 7, unless either Party gives the other at least 60 days’ written notice of termination as required by Section 15.
- CLIENT REQUIREMENTS. In order for AI to fully render Service as proposed and promised, Client agrees to provide AI access to all information needed for AI to carry out its obligations under this Agreement, including but not limited to:
- Client’s conversion actions (e.g. consultations, phone calls, emails, and/or sales) for requested calendar months, as scheduled by AI, and if necessary, additional software that contains this data.
- “Manager” level user access to Client’s Google Business Profile(s) at business.google.com.
- Administrator/backend access to Website to change or add content for the purposes of Service.
- Permission to make any changes to Website for the purposes of search engine optimization within the scope of Service, and to communicate directly with any third parties, e.g. Client’s web development personnel, if necessary, in order to perform the same.
- Unlimited access to existing website traffic statistics for analysis and tracking purposes, including but not limited to: Google Search Console, Google Analytics, and if necessary, Google Tag Manager and Google Optimize.
- If Client is running a Google Ads or YouTube Ads campaign, unlimited access to Client’s Google Ads account for the purposes of:
- analysis and tracking, and
- for AI to recommend Google Ads campaign changes that it has found to produce better outcomes for current and past clients, whether for organic search or pay-per-click advertising goals.
- Permission to install a web tag to track phone calls.
Client understands that full execution and performance of proposed Service is contingent on Client’s compliance, transparency of requested information, and fulfillment of any requirements. Client also understands that AI requires such information regularly to form an accurate, reliable, and up-to-date impression of Client’s business performance month over month, without which AI cannot optimize Service for maximum effectiveness.
AI cannot guarantee the proposed Service if Client fails to provide any requirements, nor shall AI be held responsible or liable for performance (or lack thereof) of Website that may arise from such inaction.
3. REQUESTS AND RECOMMENDATIONS. In addition to the requirements as set forth in Section 2, AI will occasionally make additional requests and recommendations in writing. These include but are not limited to:
- Written requests for additional information required by AI to continue to fully render Service;
- Written requests for additional information required by AI in order to amend or modify current Service, if so requested by Client, and/or propose additional services beyond the scope of current Service;
- Written recommendations made by AI for Client’s website for the purposes of improving campaign performance, and/or avoiding/mitigating technological risks that AI anticipates may eventually temporarily or permanently harm the performance of the Service. These include but are not limited to: website security, integrations between Website and other software, and website content as stated in Section 4.4. Client understands that AI makes these recommendations based on previous experience, previous incidents, and measures known to prevent such incidents.
- Other requests for Client’s feedback regarding business performance in relation to the Service.
AI shall not be held responsible or liable for Client’s inaction with regards to responses to any recommendations, nor performance (or lack thereof) of Website that may arise from such inaction.
4. SERVICES. In return, AI shall:
- Perform research of keywords, rankings and current states of competitors within the agreed niche and locality.
- Perform the specific Service as described in the foregoing.
- Provide monthly reports of campaign statistics. These may include but are not limited to: traffic, rankings, and summaries of Google Search Console and Google Analytics data, along with data regarding tracked visitor conversions from Website. Reports are issued in coordination with monthly invoices.
- Recommend and/or add additional content on Website, including web pages, internal hyperlinks, and/or written content, for the purpose of “catching” both organic and Map Pack local keyword/phrase searches.
- Provide analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.
- Respond to questions asked by Client within 48 calendar hours of receipt.
5. QUARTERLY MEETINGS. Once every three (3) months after commencement of Service, Client and AI shall have a scheduled quarterly meeting. The purpose of the meeting is for the Parties to review performance of the Service, for AI to be apprised of market conditions and Client’s overall business performance, current or future events that may affect Service, and for both Parties to set goals that AI would use for the next three (3) months of Service, provided Client continues.
- The meeting shall be held one to two weeks before the end of the current quarter of work, at a date and time mutually agreed upon between the Parties. The meeting will be by phone call, or web conference, or in-person at a location mutually agreed upon between the Parties. If the meeting does not occur as scheduled, or is delayed until after the next billing cycle, AI shall make best efforts to ensure the meeting is held.
6. COMMUNICATION. Except as stated in Sections 5 and 6.1, all communication between the Parties shall be over email, text message or WhatsApp.
- Emergency requests are recommended to only be sent by text message or WhatsApp. AI shall not be responsible for emergency requests Client sends by email.
7. PAYMENT. Client agrees to the following with regard to payments for Service:
- Client shall pay in full any invoices submitted by AI. Each invoice is due on the same time each month on the date that the first payment has been received.
- Client understands that any and all payments are made in advance of Service, and are an acknowledgment of services received; payments for Service are therefore nonrefundable.
- If Client does not pay in full any invoice within FIVE (5) calendar days of when it becomes due, Client shall pay late fees for each delinquent installment. The late fee is equal to ten percent (10%) of the cumulative invoice due amount.
- After any invoice becomes overdue, AI will pause Service until AI receives payment in full, including invoice due amount plus any late fees assessed.
- If Client fails to pay in full any delinquent amounts plus late fees within EIGHT (8) calendar days of when an invoice becomes due, AI reserves the right to terminate Service and this Agreement with immediate notice to Client.
8. INTELLECTUAL PROPERTY. Client authorizes AI to use Client’s intellectual property, including but not limited to: pictures, logos, designs, trademarks, website images and other artwork, pamphlets, content, etc. for any use AI deems necessary for marketing services. This includes content originating from Client’s Website.
- Client guarantees any elements of their intellectual property provided to AI for use in Service are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless and protect AI and its team members from any liability or suit arising from the use of such elements.
9. Client must acknowledge the following with respect to SEO services:
- All fees, services, documents, recommendations, and reports are confidential.
- Backlinks are known to take at least 3-6 weeks to realize full effect.
- AI has no control over the policies of search engines and local business directories with respect to the type of websites and/or content that they accept now or in the future. 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 and search phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, AI does not guarantee #1 positions or consistent top-10 positions for any particular keyword, phrase, or search term. However, from previous experience, clients who comply with AI’s requests for required information (including but not limited to those described in Sections 2 and 3) have been known to achieve a higher rate of top-5 organic search positions.
- Google Maps and regular organic searches each have a different and separate set of ranking algorithms.
- Occasionally, search engines will drop organic listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a search engine drop an organic listing for Website, and the listing does not reappear within 30 days of the drop, AI shall re-optimize the website/page based on the current policies of the search engine in question.
- Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all search engine optimization efforts. AI does not assume liability for Client’s choice to link to or obtain a link from any particular website (which is not Client’s own) without any prior consultation, nor does AI assume liability for Google “Manual Actions” or algorithmic penalties that result from such links.
- AI is not responsible for changes made to Website, either by Client or by any outside parties, which adversely affect Website’s search engine rankings.
- AI is not responsible for Client overwriting SEO work to Website without prior agreement (e.g. Client or Client’s webmaster replacing work/content already provided or optimized by AI). If AI finds that its work has been overwritten, Client will be charged an additional fee for re-constructing content, based on the hourly rate of $300 per hour.
- Except as stated in Section 9.9, billable hours above and beyond the included hours indicated in Service, will start from $75/hour, depending on the Service. Bulk rates are discounted.
- AI rarely, if ever, uses the Disavow Tool in Google Search Console; most campaigns never call for its use. Addition and subsequent removal of any backlink on the Disavow Tool may result in Google temporarily or permanently giving said backlink significantly less weight on Website’s search engine rankings than prior to the disavowal. For this reason, misuse or uneducated use of the Disavow Tool may cause severe and irreparable harm to current and future search engine rankings of Website.
- AI reserves the exclusive right to use the Disavow Tool if it is ever deemed necessary.
- Client understands that, if at any time a Disavow Tool file is uploaded, modified, or replaced in Google Search Console, Google may at its sole discretion notify any or all of Website’s Google Search Console users about said Disavow Tool updates. Neither Party is responsible for such notices.
- If AI learns that Client has uploaded, modified, or replaced a Disavow Tool file without prior express written permission of AI, the file shall be subject to assessment by AI.
- If AI finds Website’s Disavow Tool file to contain a backlink or asset that AI owns, and/or that AI otherwise created for the purposes of Service, and that said backlink(s) or asset(s) was added by any Party other than AI without express written permission of AI, AI SHALL RESERVE THE RIGHT TO TERMINATE THIS SERVICE AND AGREEMENT, AND ALL FUTURE BUSINESS RELATIONSHIPS AND ENGAGEMENTS WITH CLIENT, WITHOUT RECOURSE OR REFUND, WITH IMMEDIATE NOTICE TO CLIENT.
- Price of Service agreed to will not change if the scope of Service does not change. Any additional work requested by either Party not otherwise described in this Agreement shall require a separate quote. AI has the right to bid any additional work as it sees fit, and Client has the right to accept or reject as such. Any agreements to such additional work shall be pursuant to Sections 3.2 and 18.
10. If Service includes press releases, Client acknowledges that continued archiving and hosting of press releases and Media Rooms (“PR Content”) will incur hard costs to AI, as they reside on paid cloud storage and use one or more paid proprietary APIs.
If Service continues, the costs of hosting PR Content are built-in to the fee structure of Service, and Client’s payments for PR Content are therefore waived. However, if Service is paused for any amount of time or terminated, and Client does not restart Service prior to the next billing cycle, Client shall be billed the following monthly or annual rates to maintain PR Content, and invoicing/billing and payments will be scheduled in accordance with Section 7 of this Agreement:
- Press Releases hosting: $29/month per location on monthly billing or $25/month ($300/year) on annual billing – unless price is mutually agreed upon for multiple locations.
- Media Room Add-On(s): $99/month per location on monthly billing or $85/month ($1020/year) on annual billing – unless price is mutually agreed upon for multiple locations.
If Client chooses to discontinue maintenance of PR Content without restarting Service (or any equivalent marketing service), AI will be forced to remove Client from its press release database.
This section shall survive any termination or expiration of this Agreement.
11. CONFIDENTIALITY. Each Party agrees to maintain the confidentiality of any documents, supporting information, service, product and/or process provided to the other Party under this Agreement that are not intended to be published or distributed publicly by any means.
- AI agrees not to disclose any Confidential Information to anyone other than its team members, who have a need to know the Confidential Information for the purpose of performing the Service and who have signed confidentiality agreements. AI represents and warrants that neither AI nor its team members will use for itself/themselves, or for any third party, any Confidential Information.
- Any non-disclosure agreement between the Parties supersedes this section.
12. Client acknowledges that SEO and marketing services they receive from AI are not tangible physical products, but are an intangible form of advertising for Client’s website to rank higher in organic search engine results, and not a guarantee of paying customers or revenue.
13. Client agrees and understands that AI shall develop parts of the Service deliverables on its own systems. If either party terminates this Agreement for any reason, upon end of Service AI reserves the right to remove those parts of the work previously deployed. This is the only way AI can make the services more affordable and effective, as they are based on proprietary methods, trade secrets, tests and research & development.
14. RELATIONSHIP OF PARTIES. AI shall at all times be an independent contractor with respect to Client.
15. TERMINATION. Except under Sections 7.5 and 9.11, either Party may terminate this Agreement by giving 60 days’ written notice of termination to the other Party, prior to the next invoice date. In accordance with Section 7.3, any amounts already paid will be considered earned and not refunded, and AI shall complete work for the remaining billing cycle(s) as scheduled.
- EARLY TERMINATION. If Client terminates this Agreement without giving the required 60 days' written notice, an Early Termination Fee shall be immediately due and paid by Client to AI. The Early Termination Fee will be 37% of the month-to-month Service fee, but never less than $300.00.
- This entire section shall survive any termination or expiration of this Agreement.
16. INDEMNIFICATION. Contractor agrees to indemnify and hold harmless AI, and its team members, and Client, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”), but only to the extent that such Losses (or actions in respect thereof) arise out of or are based on (i) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by Client herein, (ii) any claim related to Client’s Website, including, without limitation, content therein not attributable to AI, or (iii) the negligent acts, errors or omissions of AI, its employees and authorized agents. The indemnification provided for in this Section shall survive any termination or expiration of this Agreement.
17. ENTIRE AGREEMENT. This Agreement supersedes any prior written or oral agreements between the Parties.
18. AMENDMENT. This Agreement may be modified or amended only if the amendment is made in writing and is signed by both parties.
19. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
20. WAIVER. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
21. APPLICABLE LAW. This Agreement shall be governed by and construed pursuant to the laws of the State of Texas without regard to conflict of law rules or principles. Any disputes arising out of this agreement shall be resolved exclusively within Harris County, Texas.