Marketing Terms of Service
Last Edited on 2020-02
Marketing Disclaimer: Client acknowledges that D Koder Marketing has no control over the change to Search Engine or Social Media Platform policies or algorithm changes. At any time, your website may lose rankings or be excluded from any search engine at the sole discretion of the search engine and follow engagement can decrease no matter how large of a following you have.
Search Engine Optimization
This Search Engine Optimization (SEO, Local SEO, YouTube SEO) Agreement is dated on Estimate and is between Client Name on Estimate (the “Client”), and D Koder Marketing (the “SEO Consultant”).
The SEO Consultant provides search engine optimization services to website owners.
This SEO Agreement provides for the SEO Consultant’s development and execution of a search engine optimization and marketing strategy for the Client.
The parties agree as follows.
1. Definitions. Terms defined above have their assigned meanings and each of the following terms has the meaning assigned to it.
“Agreement” means this SEO Agreement.
“Black Hat” means using spam-like methods focused on computers instead of human users to increase a website performance. Black Hat SEO tactics include keyword stuffing, invisible text, and more.
“Business Day” means the usual work week of Monday through Friday, with the exception of all holidays.
“Down Payment” has the meaning assigned to it in Section 3.3.
“Effective Date” means the date listed in the preamble of this Agreement.
"Keyword" means words typed into a search engine by potential consumers of the client's website and its related products and services.
“Website Content” means the words, graphics, video, or other immediately visible content when visiting a web page.
“White Hat” means using SEO methods focused on human users and based in accepted search engine guidelines to improve a website’s performance.
“Writing” means an e-mail or other written communication, such as attached documents, sent for the purpose of providing legal notice to either party.
"On-site" refers to work that is performed on the website. We have to sign in through the content management system to complete work.
"Off-site" refers to actions taken outside of your own website to impact your rankings within search engine results pages (SERPs).
"Local SEO" refers to Google My Business and Bing Places
2. Hiring of the SEO Consultant/Company.
By signing the Agreement, the Client hires the SEO Consultant to provide search engine optimization (SEO) services.
3.1. Monthly Billing Rate. The SEO Consultant bills hourly wage/per hour (the “Billing Rate”).
3.2. Project Estimate. The SEO Consultant estimates that the total fee for providing SEO services to the Client is stated clearly on the Estimate and this number is per month. Sometimes there are other cost that we get approved by the client before performing and billing.
3.3. Invoices. The SEO Consultant will bill in Monthly increments. Invoices shall include information relating to:
the billing rate per month
3.4. Payment. The Client shall pay the SEO Consultant by Check or Credit Card. Payment must be received no later than 21 business days after the Client’s receipt of that month’s invoice.
3.5 Credit Card Fee. If the client wishes to pay via credit card there will be an additional 3.5% transaction fee shown on the invoice.
4. SEO Consultant Services.
4.1. SEO Strategy; Selected Search Engines. The SEO Consultant shall work with the Client to formulate an overall Search Engine Optimization strategy to improve the performance of the Client’s website, URL, for the Keywords selected in Section 4.2 in the following major search engines:
4.2. Keyword Selection. The SEO Consultant and the Client have selected the following list of Keywords. The SEO Consultant may recommend additional Keywords to be added to the list. You may view the Keywords selected and tracked by visiting results.dkm.agency and call recording leads.dkm.agency
4.3. Back Links. The SEO Consultant shall build a profile of back links to the Client’s website at URL. The SEO Consultant shall maintain a report of all Back Links and provide the report to the Client at the Client’s request or at the end of the project. These notes can be found in the reporting dashboard that SEO Consultant provides.
4.4. Code Analysis and Modification. The SEO Consultant shall analyze the underlying code of the Client’s website and provide recommendations or modifications to the code to improve the website’s performance in the selected search engines.
4.5. Search Analysis and Reports. The SEO Consultant shall monitor website traffic, generate reports based on website traffic, and provide recommendations and strategies to improve targeted traffic to the Client’s website. The SEO Consultant may use various free or paid third party tools or applications as part of this process.
4.6. Website Content Creation. Website Content creation is a large part of any search engine optimization endeavor. The SEO Consultant will likely recommend the Client add additional Website Content to the Client’s website. The Client shall pay the SEO Consultant the Hourly Rate stated above for Website Content creation.
5. Client Obligations.
5.1. Representations and Warranties. The Client represents and warrants as follows:
a) The Client has not engaged in Black Hat SEO tactics at the website, URL, in an effort to gain traffic in the past.
b) The Client has power and authority to sign, deliver, and perform this Agreement.
c) The Client has taken all necessary action to authorize the signing, delivering, and performance of this Agreement.
d) This Agreement has been duly signed by the Client, or its authorized representative or agent, and constitutes its legal, valid, and binding obligation. It is enforceable against the Client in accordance with its terms.
e) Client be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to SEO Consultant verbally or in writing in connection with the performance of this Agreement.
5.2. Covenants. The Client covenants to:
a) Provide administration or backend access to the SEO Consultant.
b) If asked to - Provide an email at the Client’s website, URL, for purposes of back link building or otherwise representing the Client for the purposes of SEO.
c) Allow the SEO Consultant to make changes to the website’s underlying code for the purpose of optimization. If the site is custom code we will not be able to make any of the changes ourselves.
d) Provide the SEO Consultant with a list of all third party developers of the website for the purpose of contacting them to improve the website’s performance in the search engines.
e) Provide the SEO Consultant with electronic files of all promotional or branding materials, i.e., logos, graphics, etc., for the purpose of creating new promotional materials.
6. SEO Consultant Obligations.
6.1. Representations and Warranties. The SEO Consultant represents and warrants as follows:
a) The SEO Consultant will not engage in Black Hat SEO tactics at the website, URL, in an effort to gain traffic in the future.
b) The SEO Consultant has power and authority to sign, deliver, and perform this Agreement.
c) The SEO Consultant has taken all necessary action to authorize the signing, deliver, and performance of this Agreement.
d) This Agreement has been duly signed by the SEO Consultant, or its authorized representative or agent, and constitutes its legal, valid, and binding obligation. It is enforceable against the SEO Consultant in accordance with its terms.
e) SEO Consultant warrants that all work will be performed in a professional manner and that all work performed under this agreement will be the original work of the SEO Consultant and not plagiarized or in violation of any copyright or infringement laws.
6.2. Covenants. The SEO Consultant covenants to:
a) Use White/Gray Hat SEO tactics and accepted practices to improve search engine rankings.
b) Develop a strategy to improve the flow of targeted traffic to your website.
c) Provide regular reports and analysis of traffic to your website.
6.3. Disclaimer of Warranty. The SEO Consultant is providing services “AS IS”, and disclaims all warranties, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and noninfringement. The SEO Consultant provides recommendations regarding current White Hat search engine optimization tactics that, in theory, should improve your website’s performance in search engine rankings. However, the SEO Consultant is not responsible for search engine rankings, the algorithms used by major search engines to rank web pages, or other processes of third party search engines. The SEO Consultant cannot predict future search engine algorithm changes; therefore, the SEO Consultant cannot guarantee results such as placing your website as the number one search result for specific keywords, or to maintain a position within the top 10 search results.
7. Intellectual Property.
The SEO Consultant may write code or create other intellectual property as part of this Agreement.
7.1. Website Content. The Client shall own the copyright to all Website Content created to optimize the Client’s website.
7.2. Code; Non Website Content. The SEO Consultant shall have all rights in all SEO related intellectual property that may be created by the SEO Consultant in the process of optimizing the Client’s website for search engines, including, but not limited to, website code, non website content, strategies, methods of operations, or any process, idea, or other SEO related intellectual property.
8.1. Termination. This Agreement terminates when the SEO Consultant has performed all services and the Client has paid all fees as mentioned in section 3.
8.2 Termination for Cause; Material Breach. Despite section 8.1, a party may terminate this Agreement by giving 30 Business Days notice to the other party, if that latter party materially misrepresented a fact or materially breaches a warranty or covenant. In that event, the terminating party has all rights and remedies that law and equity provide.
8.3 This Agreement is a Month-to-Month service
8.4 Notifying D Koder Marketing via email at that you want to cancel your services with us 30 days before the next billing cycle.
9. General Provisions.
9.1. Governing Law; Forum Selection. The laws of Pennsylvania govern all matters relating to this Agreement. Any dispute will be resolved in the courts of Lehigh County, Pennsylvania.
9.2. Assignment and Delegation. Neither party may assign its rights or delegate its performance under this Agreement without the other party’s consent.
9.3. Successors and Assigns. This Agreement binds and benefits the parties and their respective permitted successors and assigns.
9.4. Notices. The parties must send all notices in writing and give all consent in writing. A notice or consent occurs is effective when the intended recipient receives it. For the purposes of this agreement, notice shall be provided to the client at client email. Notice shall be provided to the SEO Consultant at email.
9.5. Merger. This Agreement is the final, complete, and exclusive statement of the parties’ agreement on the maters contained in this Agreement. It supersedes all previous negotiations and agreements. The parties shall not amend this Agreement, except by an agreement in writing, signed by both parties.
To evidence the parties’ agreement to this SEO Agreement, they have signed and delivered it on the Effective Date set forthin the preamble.
2497 Cherrywood Ln
Bath, PA 18014 - USA