Marketing Agency Agreement

iUpgrade™ (Agency) is pleased to present this agreement to Client for Marketing Services related to the acquisition of new traffic for the website currently residing on the Internet as entered in the form below.

This agreement and other described processes are copyrighted 2014, by iUpgrade™, and are only intended for review by staff of Client. This agreement contains the work product of iUpgrade™, including marketing, proprietary process, methodology and other valuable information, which Client may use solely for the purpose of reviewing the services described in this agreement. Client agrees to keep this information, and to protect it as confidential.

Scope of Services

Agency proposes to provide professional Internet marketing services, hereunto referred to as “the work”, for Client as entered below. The work will be determined at the sole discretion of Agency each month dependent upon variables such as campaign results, data analysis, market changes, new trends, competition, positioning, seasons, content and the like.  Agency has the sole discretion to formulate each months work in an effort to obtain results within the approved budget as entered into the form below.  Client may have the opportunity to approve a budget increase of which Agency will bill time and material services against.  Client will be given a report to review progress and review options monthly.

Monthly Marketing Services may include but are not limited to the following;

Marketing Strategy & Planning
Business Interview & Consulting
Keyword Analysis
Analytic Research
Competition Analysis
Positioning Strategy
Strategy Adjustments & Reporting
In-bound Links Report
Foundation SEO Upgrade
Source Code Optimization
Keyword Density Optimization
Title & Header Tag Optimization
Image & Hyperlink Optimization
Content Diagnostics
Local Search Optimization
Local Search Engine Submission
Page Upgrades for Local Search
Customer Review Submission
Quality Content Development
Google Analytics
Keyword List Development & Management
Web Design Enhancements
Conversion Design Optimization
Keyword Campaign Development & Management
Campaign Article Writing & Upgrades
Campaign Landing Page Creation/Enhancements
Press Release Writing
Backlink Building & Optimization
Website Development/Upgrades
YouTube Video Production & Optimization
Reputation Management
Website Platform Upgrade
Website Development/Upgrades
CMS Tool Installation
SEO Website Foundation
Mobile Website Foundation
Customer Service Upgrades
Virtual Office Phone System Setup
Brand Upgrade: Logo & Stationary Package
Conversion Hero Ad Design

Client acknowledges the following with respect to the work:

Agency accepts no responsibility for policies of third-party search engines, directories or other Web Sites (“Third-party resources”) that Agency may submit to with respect to the classification or type of content it accepts whether now or in the future. Client’s Web Site or content may be excluded or banned from any Third-party resource at any time. Client agrees not to hold Agency responsible for any liability or actions taken by Third-party resources under this Agreement.

Client acknowledges that the nature of many of the resources Agency may employ under this Agreement are competitive in nature. Agency does not guarantee #1 positions, consistent positioning, “top 10 positions” or guaranteed placement for any particular keyword, phrase or search term. Client acknowledges that Agency’s past performance is not indicative of any future results Client may experience.

Client acknowledges that SEO and submissions to search engines and directories can take an indefinite amount of time for inclusion, unless paid inclusion programs are employed.

Client acknowledges that search engines may drop listings from its database for no apparent or predictable reason. Agency shall re-submit resources to the search engine based on the current policies of the search engine in question and whether pay inclusion programs are being used.

Agency will endeavor to make every effort to keep Client informed of any changes that Agency is made aware of that impacts any of the work and the execution thereof under this Agreement. Client acknowledges that Agency may not become aware of changes to Third-party resources, industry changes or any other changes that may or may not affect the work.

Client acknowledges that some of the Third-party resources only offer paid inclusion programs that require a fee or continued maintenance or performance fees. Client is solely responsible for all paid inclusion fees and must maintain adequate funds in any Third-party accounts in order to maintain inclusion in these resources.

Agency reserves the exclusive right, for the duration of this Agreement, to approve or disapprove any design strategies, existing code or other techniques, whether requested by Client or presently employed by Client that are considered by Agency to be detrimental to the work and the execution of Agency’s services under this Agreement.

Limited Warranty. Agency warrants that products and services will conform to the work for a period of 12 months from the date of acceptance by Client. This warranty shall be the exclusive warranty available to Client. Client waives any other warranty, express or implied. Client acknowledges that Agency will not be responsible for the results, productivity or any other measurable metric not specified in the work, obtained by Client. Client waives any claim for damages, direct or indirect.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. Exclusive jurisdiction and venue shall be in the Jackson County, Oregon Arbitration.

Binding Effect. This Agreement shall be binding upon and enure to the benefit of Client and Agency and their respective successors and assigns, provided that Agency may not assign any of their obligations under this Agreement without Client’s prior written consent.

Indemnification. Client warrants that everything it provides Agency to employ in the work is legally owned or licensed to Client. Client agrees to indemnify and hold Agency harmless from any and all claims brought by any third-party relating to any aspect of the work, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Client’s products/services, material supplied by Client, copyright infringement, and defective products sold via the work. Client agrees to indemnify Agency from responsibility for problems/disruptions caused by third-party services that Client may use.

Use of Material for Promotional Purposes. Client grants Agency the right to use its work for promotional purposes and/or to cross-link it with other advertising developed by Agency. Client grants Agency the right to list, reference or otherwise identify Client as a client of Agency in Agency’s advertising and marketing.

No Responsibility for Loss. Agency will have no responsibility for any third-party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed. Agency is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the work under this Agreement.

Right to Make Derivative Works. Agency will have the exclusive rights in making any derivative works from any of its work, practices, coding, programming or other work.

Transfer of Rights. Agency grants to Client a non-revokable, non-transferable license.  In the event Agency is unable to continue work, non-exclusive rights to the work will be granted to Client.

Domain Name. Any domain name registered on Client’s behalf will be made in Client’s name for both the billing and administrative contacts with the technical contact listed as the Agency.

Technical Development. Agency will re-architect any aspect of the current website that needs to be adjusted in order to obtain search engine traffic upon Client review and approval of the strategy proposed. Changes may impact all code including HTML and any back end code including the database. Agency requires Client to host their website with Agency. All new implementations will be approved and tested before making live.

Content. Client will supply content (text, images, video) license fees to Agency as needed. Copywriting, photos and video content license fees will be reviewed before purchase.

Continuance. If new web marketing work and budget increase are approved, the terms of this agreement carry-over.

Anticipated Schedule. The development schedule will be conducted monthly according to the approved budget.  Services are billed as time and materials within the approved budget.  If additional services are needed Agency will present a budget increase option for review and approval.

Subscription Payments.  Work will not start for the month until payment is received.  If payments are not received after the 15th of the month a 10% late fee will be applied.

Client acknowledges that Agency has provided Client with a description of the services to be provided. Unless otherwise agreed to in writing, any services requested by Client that are outside or beyond the scope of the services are therefore, subject to additional compensation and will extend the budget.

Set-up Payment. 100% of any set-up fees are required before start of work.