SEO Terms and Conditions

Introduction

Your purchase and use of the WebCrafters Search Engine Optimization services (“Services”) is subject to these SEO Terms and Conditions (“Terms”). By executing an order for Services, you agree to be bound by the WebCrafters Search Engine Optimization Agreement (“Agreement”) and these SEO Terms and Conditions. If you do not agree with these SEO Terms and Conditions, do not order or use the Services.

General

WebCrafters uses honest, ethical and legitimate techniques and industry accepted standards of conduct when performing SEO engagements for our Clients. Because SEO is influenced by numerous factors beyond the direct control of any SEO firm, including WebCrafters, we cannot and do not guarantee particular outcomes such as “#1 ranking on Google”, “consistent top 10 position for a particular keyword phrase”, etc. What we do promise, is to provide professional SEO Services using the skills, insights and proven techniques that have helped us run successful SEO campaigns for over a decade.

Services Provided

Successful, results driven SEO involves the combination of many different techniques, methods and tools to achieve measurable success. As such, our Services may include (but are not limited to):

  • Keywords research to identify the best search terms to optimize for
  • Competitor analysis to understand what others are doing and how it may affect Client’s ranking
  • Link building initiatives to obtain quality backlinks and improve page rank
  • Search engine and directory submissions
  • Sitemaps integration to improve indexing by the major search engines
  • URL canonicalization to pick the best URL when several choices are available (e.g., multiple domain names, etc.)
  • Editing and/or optimizing page content for keyword density and search engine friendliness
  • Optimizing source code for proper page titles, description tags, meta data and related markup
  • Analysis and changes to website structure, page names and navigation hierarchy
  • Maps and local business listings
  • Social media account setup and integration
  • Online press releases
  • Monthly monitoring and reporting
  • Authorization and Access

Client authorizes WebCrafters and, if applicable, its agents, to make those changes deemed necessary in providing the Services. Authorization is also given to create and/or set up accounts, and to communicate directly with the search engines, directories and other relevant third parties while performing the Services. Client agrees to provide requisite access, if necessary, to enable proper configuration of applicable analytics and reporting systems. Client authorizes WebCrafters to use all pictures, videos, logos, trademarks, text, and any other Client content deemed appropriate by WebCrafters for use in performing the Services.

Client Acknowledgements

Client acknowledges, understands and agrees that:

WebCrafters has no control over the policies, practices or algorithm changes of the search engines and directories, nor over the sites and/or content they accept now or in the future. Client’s website may be excluded from any search engine or directory at any time, without notice, at the sole discretion of the search engine or directory.

SEO is an ongoing process that can take months to become effective. Some search engine and directories may delay the indexing or listing of a website for an unspecified period of time, commonly referred to as a “sandbox”. WebCrafters assumes no liability for any indexing/ranking/traffic issues as a result of such search engine and directory policies.

Due to frequent changes in search engine algorithms, the competitive nature of keywords/phrases, and numerous external factors affecting page rank, WebCrafters does not guarantee any particular outcome. No promise, representation or warranty of any kind has been provided to Client with respect to the Services. Occasionally, search engines and directories may drop a listing for no apparent or predictable reason, and without notice. Often, the listing will reappear again without the need for submission or additional SEO changes. If a listing is dropped during the Services engagement, WebCrafters will attempt to re-submit the website based upon the current policies of the search engine or directory.

Some directories or search engines offer paid/expedited listing services for a fee. If Client wishes to utilize such paid/expedited services, then Client will be responsible for the applicable fees. WebCrafters can offer assistance with such services upon request. Unless otherwise specified herein, Client is responsible for any third party fees incurred on behalf of or at the request of the Client. Changes made by Client (or Client’s authorized users) can adversely affect and undermine the work performed by WebCrafters. As such, WebCrafters will not be held responsible for any consequential loss of rankings, listings or other detrimental effects that may arise as a result of such changes. If Client requests WebCrafters correct such changes, it is understood and agreed that Client will be billed at WebCrafters standard hourly rates.

All text, photos, illustrations, video clips, audio files, trademarks, copyrights, documents, data files, and any other website content provided by Client is either owned by the Client or used with permission from the rightful owners. Client will indemnify, hold harmless, protect, and defend WebCrafters and its agents from any liability or suit arising from the use such content.

Additional services not specifically listed herein (such as PPC campaigns, blogging, social media management, etc.) are not included as part of this Services engagement, but can be provided at an additional fee upon request. All fees are non-refundable.

Local Business Listings

WebCrafters may provide assistance with local business listing services (“Local Listings”) under which Client’s business information (“Business Information”) is submitted to third party sites. Client agrees to participate in the Local Listings, and allow WebCrafters to make Client’s Business Information available and provide registration services to the applicable third party sites. It is at the discretion of the third party sites to accept the submissions, and WebCrafters makes no warranty as to such sites’ willingness to do so. For so long as Client continues to subscribe to the Service, WebCrafters will make a good faith attempt to ensure accuracy of the information we provide to third party sites under the Local Listings. We have no control of third party sites or resources that are provided by companies or persons other than that of WebCrafters. Additional tools may be available from the third parties to provide additional updates to the information, but if Client uses such services, WebCrafters is not liable for any claim arising out of the use of such services or any modifications made to the information provided by the Local Listings.

Confidentiality

Client acknowledges that all documents, reports, and information shared with Client in the performance of the Services under the Agreement (“Confidential Information”) constitute valuable trade secrets of WebCrafters. Client agrees to keep such Confidential Information in confidence and shall not, at any time during or after the Term of the Agreement, disclose such Confidential Information without WebCrafters prior written consent.

Term and Termination

The initial annual Term of the Agreement will commence on the date Client engages WebCrafters and pays for the Services. The Agreement will automatically renew upon expiration of the Agreement term on a month to month basis unless cancelled by either party in writing not less than 30 days prior to the expiration of the current term. Either party may terminate the Agreement if the other party materially breaches any obligations under the Agreement and, if such breach is capable of cure, fails to cure such breach upon thirty (30) days prior written notice by the non-breaching party specifying the nature of the breach and the actions required to cure the breach.

In addition to any other rights and remedies granted to WebCrafters herein, WebCrafters reserves the right to suspend and/or terminate Client’s account and use of the Services if Client fails to comply with the Agreement, violates the Terms contained herein, or otherwise engages in fraudulent or unlawful activities. Any breach of Client’s payment obligations to WebCrafters will be deemed a material breach of the Agreement.

Effect of Termination

If Client terminates the Agreement for cause: (a) Client will pay for all Services rendered through the date of termination; (b) WebCrafters will refund Client any prepaid amounts being held for future use under the Agreement, if any; and (c) WebCrafters will cease in providing the Services. Otherwise, upon any termination of the Agreement, Client agrees to pay for: (a) all Services rendered through the date of termination; and (b) all future amounts due under the Agreement, including the current renewal term.

Governing Law, Venue and Waiver of Class Action

The Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. Exclusive jurisdiction and venue shall be in Riverside County in the State of California. To the extent permitted by law, each party agrees that it will not bring or participate in any class action against the other party, or its partners or affiliates, relating to the Agreement or the Services, and each party hereby waives any rights to bring such action.

Limited Liability

IN NO EVENT SHALL WEBCRAFTERS, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS, AFFILIATES OR ITS OTHER RELATED PARTIES (“WebCrafters PARTIES”) BE LIABLE FOR: (I) ANY INDIRECT, INCIDENTAL, UNFORESEEABLE, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (II) ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF EARNINGS OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF WEBCRAFTERS HAS BEEN ADVISED OR WARNED BY CLIENT OF THE POSSIBILITY OF SUCH DAMAGES; (III) COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; (IV) LOSS OF DATA OR OTHER CLIENT CONTENT RESULTING FROM DELAYS, NON-DELIVERIES, MISDELIVERIES, SECURITY BREACHES TO, SERVICE INTERRUPTIONS TO, OR ERRORS OR OMISSIONS RESPECTING THE SERVICE OR THE OPERATION OF WEBCRAFTERS OR THE WEBCRAFTERS PARTIES’ NETWORKS; (V) LOSSES OR LIABILITIES DUE IN WHOLE OR IN PART TO MARKETING MATERIALS CREATED AND DISTRIBUTED BY CLIENT, WHETHER OR NOT SUCH MATERIALS ARE IN VIOLATION OF APPLICABLE LAW OR REGULATION, INCLUDING HIPAA; OR (VI) LOSSES OR LIABILITIES DUE IN WHOLE OR IN PART TO INADVERTENT, PREMATURE OR UNAUTHORIZED RELEASE OR DISCLOSURE OF INFORMATION BY CLIENT VIA WEBCRAFTERS OR ITS WEBCRAFTERS PARTIES’ NETWORKS. THE TOTAL CUMULATIVE LIABILITY OF WEBCRAFTERS TOGETHER WITH ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS, AFFILIATES AND ITS OTHER RELATED PARTIES TO CLIENT OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE IS LIMITED TO THE AMOUNT OF FEES CLIENT PAYS TO WEBCRAFTERS IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

The foregoing limitations will apply even if WebCrafters has been notified of the possibility of such damages and notwithstanding the failure of the essential purpose of any limited remedy. No action or claim relating to the Agreement shall be made against WebCrafters or its subsidiaries, officers, directors, employees, partners, affiliates or its other related parties by Client or on Client’s behalf more than 12 months after the event giving rise to such action or claim.

Indemnity

You agree to indemnify and hold WebCrafters (including its parent, subsidiaries, affiliates, officers, directors, agents, and employees, contractors, sub-contractors, Licensors, partners and affiliates) harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your breach or alleged breach of the Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party (including without limitation any negligent, willful, tortious or illegal conduct by you affecting a third party).

Representation and Warranties

Each party represents and warrants that it has the power and authority to enter into the Agreement. Client represents and warrants that Client has not falsely identified itself or its corporate entity nor provided any false information to gain access to the Service and that all Bank Card and other billing information that Client has provided is correct. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPLICITLY SET FORTH ABOVE, WebCrafters IS NOT PROVIDING ANY WARRANTIES AND REPRESENTATIONS REGARDING THE SERVICE, CONTENT OR TECHNOLOGY, AND WEBCRAFTERS AND ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS, AFFILIATES AND ITS OTHER RELATED PARTIES (COLLECTIVELY, THE “WebCrafters PARTIES”) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICE, CONTENT AND TECHNOLOGY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, WEBCRAFTERS AND THE WEBCRAFTERS PARTIES WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SERVICE, OR FOR ANY OTHER PROBLEMS EXPERIENCED BY THE CLIENT DUE TO CAUSES BEYOND WEBCRAFTERS’ OR THE WEBCRAFTERS PARTIES’ CONTROL.

Identification, Attribution and Advertising

Client grants WebCrafters the right to list, reference or otherwise identify Client as a customer of WebCrafters for promotional and advertising purposes. Additionally, WebCrafters is granted the right to annotate the website and/or source code to identify WebCrafters as the provider of the Services.

Derivative Works

Client acknowledges and agrees that the Services involve numerous techniques, methodologies and content that are proprietary in nature and represent copyrights of WebCrafters. WebCrafters maintains its exclusive rights in making derivative works from any of its work, practices, techniques, coding, programming or any other work in regards to the Services (“Works”). Client is prohibited from using the Works on any other website without the express written consent of WebCrafters.

Taxes

Unless otherwise stated, WebCrafters fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Client is responsible for paying all Taxes associated with the purchase or use of the WebCrafters Services. If WebCrafters has the legal obligation to pay or collect Taxes for which Client is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Client, unless Client provides WebCrafters with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Client will pay all Taxes now or hereafter attributable to the Services and included on Client’s current or subsequent invoice.

Credit Card Authorization

By submitting credit/debit card (“Bank Card”) data to WebCrafters, Client authorizes WebCrafters in its complete discretion to submit a financial transaction(s) to Client’s issuing bank for settlement. Client agrees that once WebCrafters has approved or declined a transaction, WebCrafters has fully performed under the terms of the Agreement with respect to the prior month’s Services. Client agrees to contact WebCrafters in the event that Client desires to cancel any recurring charge, prior to the next billing cycle. Should Client fail to contact WebCrafters, Client agrees to indemnify and hold WebCrafters harmless from any losses or damages that Client suffers as a result of a recurring charge. WebCrafters may be contacted at: scott@web-crafters.com or WebCrafters, 2807 N Hancock Ave Colorado Springs, CO 80907 or (719) 357-7524. If there is a suspected billing error on the account, including an incorrect amount or unauthorized transaction, Client agrees to contact WebCrafters prior to the next billing cycle. Upon proper notification, WebCrafters, in its sole discretion may issue a credit to Client’s Bank Card.

Miscellaneous

If any provision of the Agreement is found to be invalid or unenforceable, then the remainder of the Agreement will have full force and effect, and the invalid provision will be modified, or partially enforced, to the maximum extent permitted to effectuate the original objective. The Agreement will be binding upon and shall inure to the benefit of the parties hereto, the transferee of a party’s business, and will be enforceable in the event of a change in ownership or control. The WebCrafters Search Engine Optimization Agreement, the SEO Terms and Conditions, and the Business Associate Agreement (if applicable), together, constitute the entire agreement between the parties with respect to the subject matter hereof and merges and supersedes all prior agreements, understandings, negotiations, and discussions. Neither of the parties will be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. Failure by either party to enforce any term of the Agreement will not be deemed a waiver of future enforcement of that or any other term in the Agreement or any other agreement that may be in place between the parties. The section headings contained in the Agreement and these Terms are for reference purposes only and will not affect in any way the meaning or interpretation of the Agreement. The Agreement is not intended to confer any right or benefit on any third party, and no action may be commenced or prosecuted against a party by any third party claiming as a third-party beneficiary of the Agreement or any of the transactions contemplated by the Agreement. No oral explanation or oral information by either party hereto will alter the meaning or interpretation of the Agreement. No amendments or modifications will be effective unless done in writing and signed by authorized representatives of both parties.

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