SEO Agreement

This Search Engine Optimization and Reporting Agreement ("Agreement") is hereby entered into between Mediasation (hereinafter referred to as "Company") and the party set forth in the related order form ("Customer" or "you") incorporated herein by this reference (together with any subsequent order forms submitted by Customer, the "Order Form") and applies to the purchase of all Search Engine Optimization and Reporting Services (hereinafter collectively referred to as "SEO Services") ordered by Customer.

1. TERM AND TERMINATION. This Agreement shall be effective as of the time frame set forth on the Order Form. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Company (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Company or hinders Company's ability to perform the SEO Services hereunder.
2. SEO SERVICES. Company agrees to provide Customer with SEO Services as described in the Order Form and this Agreement. SEO Services are intended to provide the Customer with improved positioning in selected search engines. SEO Services may include: keyword research, content updates, statistical reporting, and additional services as set forth in the Order Form or this Agreement.
3. FEES; LIMITATIONS ON REFUNDS AND CANCELLATION FEES. Customer agrees to pay Company any and all fee(s) as stated in Order Form. The fee(s) must be received prior to the start of any SEO Services. The Customer further agrees that, in the event of any termination of this Agreement or the Order Form by customer, any refunds shall be reduced by an amount based on a percentage of work completed and to the extent provided in the order form. The customer further agrees to pay upon cancellation the amount of any cancellation fees or other amounts due to Company as provided in the Order Form. The Company is hereby authorized to deduct any amounts remaining due from Customer from any refunds and to charge Customer's credit card account or other payment mechanism for any amounts owed from time to time by Customer to Company.
4. CUSTOMER ACKNOWLEDGEMENTS. Customer understands, acknowledges and agrees that:
   
   • Company has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future.
     
   • Customer's web site(s) may be excluded from any search engine at any time at the sole discretion of the search engine entity.
   • Some search engines may take as long as two (2) to four (4) months, and in some cases longer, after submission to list Customer's web site(s).
5. WEB SITE CHANGES. Company is not responsible for changes made to Customer's web site(s) by other parties that adversely affect the search engine rankings of Customer's web site(s).
6. DISCLAIMER OF ALL OTHER WARRANTIES. COMPANY DOES NOT WARRANT THAT THE SEO SERVICES WILL MEET THE CUSTOMER'S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, COMPANY PROVIDES ITS SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
7. CONFIDENTIALITY. The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Company and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
8. JURISDICTION/DISPUTES. This Agreement shall be governed in accordance with the laws of the State of South Carolina. All disputes under this Agreement shall be resolved by litigation in the courts of the State of South Carolina including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
9. AGREEMENT BINDING ON SUCCESSORS. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
10. SEVERABILITY. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
11. READ AND UNDERSTOOD. Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.