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MARKETING SERVICES CONTRACT
THIS MARKETING SERVICES CONTRACT (this “Contract”) is made and entered into as of the date of acceptance by the Client, by and between SEO Starter Pros LLC (“Service Provider”), located at 4465 E Genesee St. Dewitt, NY 13214, and the individual or entity agreeing to these terms ("Client"). Service Provider and Client are sometimes individually referred to herein as a “Party” and collectively as the "Parties".
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Scope of Services Rendered.
1.1 Guaranteed Deliverables. Subject to the terms and conditions set forth in this Contract, Client hereby engages Service Provider to perform the services as detailed in the Service Proposal attached hereto as Attachment A (“Service Proposal”). The Service Proposal outlines specific services categorized by Client, which Service Provider agrees to fulfill in accordance with the provisions of this Contract. The Service Proposal, as may be amended with mutual written agreement of the Parties, is an integral part of this Contract and is incorporated herein by reference.
2. Term. This Contract shall commence on the Effective Date and shall continue in full force and effect for the term length as specified in the Service Proposal (hereinafter "Termination Date").
3. Payment. Client agrees to pay Service Provider a service fee ("Service Fee") as outlined in the Service Proposal. This fee will be paid as a lump sum upfront, prior to the commencement of any work. Successful collection of this payment signifies the start of work. The Client shall be responsible for any collection costs, including attorneys' fees, incurred by the Service Provider in the collection of the payment.
4. Invoices. Service Provider shall send Client an invoice via email. Client shall review all invoices upon receipt and notify Service Provider of any discrepancies within seven (7) days. If no discrepancies are reported to Service Provider in writing within seven (7) days of receipt, the invoice will be deemed accurate and accepted by Client.
5. Copyright and Usage Rights.
5.1. Copyright Ownership. All graphics, images, designs, templates, drafts, variations, and other assets (hereinafter "Materials") produced by Service Provider in the course of performing the services remain the exclusive intellectual property of Service Provider. Service Provider retains all rights, including copyright, to any proposals, strategy plans, or other ideas presented during the course of the project. The Client may not reproduce, distribute, or create derivative works from any Materials not included in the final product without the express written consent of the Service Provider.
5.2. Client’s Usage Rights. While Service Provider retains copyright ownership of Materials, Client is hereby granted an unlimited, exclusive license to use, reproduce, distribute, and display Materials for any lawful purpose related to Client’s business. The license does not grant Client the right to modify, sell, or claim copyright ownership of Materials, nor use them in any context that may be deemed defamatory, illegal, or in bad taste.
5.3. Service Provider’s Usage Rights. Service Provider retains the right to use any Materials, Statistics, or Figured on Service Provider’s website or business.
5.4. Confidentiality and Non-Disclosure of Strategic Information. Client agrees to maintain the confidentiality of all marketing strategies, finished works, materials, and other intellectual properties developed by Service Provider under this Contract in perpetuity. Specifically, Client shall not disclose, share, or disseminate any strategic information, proprietary methods, proposals, plans, notes, or any other content created by Service Provider as part of the deliverables or during client prospecting to City Hive, Bottlecapps, or any entities directly competing in the niche of retail and digital marketing for liquor/beverage/wine/beer stores, or any other third-party marketing services providers in any other niches. This clause is designed to protect the unique marketing approach and strategic advantage that Service Provider offers, ensuring that such proprietary information remains exclusive to the Client’s use within the confines of this agreement. Violation of this confidentiality provision may be subject to legal action and financial liability for any damages incurred by Service Provider as a result of such breach.
6. Termination Without Cause. Either party may terminate the Contract at any time by providing the non-terminating Party with written notice of termination. Termination shall be effective immediately upon receipt of such notice.
6.1. Client Termination. IN THE EVENT THAT CLIENT TERMINATES THE CONTRACT, NO REFUNDS WILL BE ISSUED, AS ALL PAYMENTS ARE NON-REFUNDABLE. ALL SERVICES ARE ALSO NON-TRANSFERABLE. THE CLIENT MAY REQUEST CESSATION OF SERVICES IMMEDIATELY UPON TERMINATION.
6.2. Service Provider Termination. In the event that Service Provider terminates the Contract, Service Provider shall issue Client a Notice of Termination. Upon termination, Service Provider will cease all services immediately.
7. Refund Policy. All payments are non-refundable.
8. Liability and Indemnification.
8.1 Limitation of Liability. Service Provider shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses resulting from the services provided, even if Service Provider has been advised of the possibility of such damages. In no event shall Service Provider's total liability to Client for all damages, losses, and causes of action exceed the total amount paid by Client to Service Provider under this Contract.
8.2. Indemnification. Client agrees to defend, indemnify, and hold harmless Service Provider and its officers, directors, employees, and agents from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees resulting from or related to any content Client provides, Client's use of Service Provider's services, or Client's breach of the terms of this Contract. Service Provider shall provide notice to Client of any such claim, suit, or proceeding.
9. Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Contract, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, or acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Contract, for so long as such Force Majeure is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within fourteen (14) business days of its occurrence. If performance is delayed over thirty (30) days, the Party not experiencing the force majeure event may terminate this Contract.
10. Governing Law and Venue. This Contract shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The Parties agree that any disputes arising out of or relating to this Contract shall be subject to the exclusive jurisdiction of the state and federal courts located in Syracuse, New York.
11. Entire Agreement. This Contract, along with any attachments or referenced documents, constitutes the entire agreement between the Parties and supersedes any prior understandings or agreements, whether written or oral, between the Parties. This Contract may only be modified or amended in writing, signed by both Parties.
ATTACHMENTS
The following documents are attached to and made a part of this Contract:
Attachment A: Service Proposal
The Service Proposal detailed in Attachment A outlines the specific services to be provided under this Contract. It is incorporated herein by reference and is an integral part of this Contract.
Please review all attachments to ensure understanding and agreement of the details contained within.
Each Party acknowledges that they have read and understood the contents of the attachments listed above and agrees to be bound by the terms contained therein.
ATTACHMENT A:
Marketing Package Details: SEO Starter Pro
Objective: Boost your business's organic Google search rankings to drive both in-store and online traffic, enhancing visibility and attracting ready-to-buy customers.
Plan Includes:
-Competitor & Keyword Analysis / Strategy: Develop a tailored strategy based on local, competitor, and niche analysis.
-Google Business Page (GBP) Optimization: Ensure your business is easily found and accurately listed online.
-Fix & Place Business Citations: Continuously update and secure business directory citations to strengthen your online presence and visibility.
-Strategically Build Backlinks: Secure consistent monthly backlinks to enhance your search visibility and relevance.
-Merchant Education & Communication: Provide ongoing education for up to date industry best practices in additional marketing tactics
-Comprehensive Performance Insights: Receive detailed, data-driven reports every month showcasing your business's progress and strategic impact.
Reporting KPIs: We track consumer 'signals' to measure the impact of our strategies on foot traffic and eCommerce engagement.
-Foot Traffic Signals: GBP Analytics (Impressions, Calls, Website Clicks), aggregated keyword rankings (position changes, page improvements, 1st page keywords).
-Online Traffic Signals: Organic traffic, new/fixed business listing citations, GBP posts, and aggregated local keyword rankings including position changes, and aggregated keyword rankings (position changes, page improvements, 1st page keywords).
Results: Expect to see initial results starting towards the end of month three, aiming for front-page Google rankings for selected keywords by month six, with noticeable progress on more competitive keywords.
Term Length: 6-month term
Investment: $2,100 total, paid as a lump sum upfront