ONLINE IMAGE LLC
LOCAL/ORGANIC INTERNET MARKETING FULFILLMENT
AGREEMENT AND TERMS AND CONDITIONS OF SERVICE
THIS ORGANIC ONLINE INTERNET MARKETING AGREEMENT (this “Agreement”) is entered into by and between ONLINE IMAGE LLC, a Utah limited liability company, with offices at 5872 South 900 East, Suite 250 Salt Lake City, Utah 84121 (“Online Image”) and the (“Client”).
WHEREAS, Online Image is in the business, inter alia, of providing organic internet marketing fulfillment for clients desiring visibility to clients using Google™; and
WHEREAS, Client desires to retain Online Image to provide organic internet marketing services for Client in order to increased exposure in search engine results and to drive targeted online traffic to the site.
NOW, THEREFORE, BE IT RESOLVED THAT, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned parties agree as follows:
1. Agreement. Online Image shall perform and render organic internet marketing services on an ongoing basis to Client pursuant to the terms and conditions hereinafter set forth. Online Image’s services will include, but not be limited to, the use of specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client's website
2. Binding Effect. The provision of services under this Agreement is made subject to these Terms and Conditions, and any inconsistent or additional terms or conditions contained in any previous communication or subsequent acknowledgment, whether written or unwritten, are hereby rejected. Online Image reserves the right to update and change these Terms of Service from time to time without notice. Online Image also reserves the right, subject to applicable law, to refuse service to anyone for any reason at any time.
3. Guarantee. Online Image guarantees that Client’s profile will be listed on the front page of Google, under 3 of 5 terms selected by Client (local and organic results combined), within sixty (60) days. Guarantee applies to terms in Client’s ZIP code if the population is over 350,000 people. Guarantee applies to terms in Client’s City if population is under 350,000 people. If guarantee is not met, Online Image will pause your monthly billing until you are listed on the front page for 60% of the keywords you are targeting. This is a conditional guarantee and is subject to Client fulfilling its obligations under this Agreement. Under certain circumstances, Online Image may request Client to take certain actions with respect to its listing profile in order to improve its ranking results as determined by Google’s® search algorithm. If Client fails to take such action, or publishes false of misleading information or submits fake reviews, then this guarantee will be null and void.
4. Terms of Payment. Set-up fees to Online Image are due and payable on the commencement of service. Monthly service fees are due and payable on a monthly basis in advance of the anniversary date of the commencement of service. If payments due are not received within ten (10) business days of the applicable due date, the payment is considered late. If the Client is late in making payment, Online Image is entitled to charge interest at the rate of 1½ % per month or part thereof until the entire amount due is received. Online Image may also discontinue service with the Client, discontinue hosting of the Client’s website (if applicable), remove the Client’s listing from all local search engines, and/or take any other reasonable means necessary in order to collect the past due amount. The Client may not offset an invoice against other claims unless such claims are undisputed or reduced to judgment. Should Online Image need to engage the services of an attorney or debt collection agency to assist in the collection of amounts due, then the Client agrees to reimburse Online Image for all fees and costs incurred in such collection, plus an additional administration fee of $105.00 per hour to compensate Online Image for the administrative and management time required to collect the outstanding payment. Prices of all services, including but not limited to monthly fees, are subject to change upon thirty (30) days notice.
5. Termination. This Agreement is a contract at-will and may be terminated at any time by either party subject to these Terms and Conditions. If Client desires to terminate the Agreement it must do so in writing, either via e-mail with a confirmation from Online Image acknowledging receipt, or by regular mail with delivery confirmation. In the event of termination by either party, Client shall be obligated to pay the full purchase price provided hereunder for the services completed and for all work in progress, including monthly service fees for all periods and partial periods up to and including the date of termination.
6. Third Party Services. The services provided under this Agreement depend, in part, on services, products, offers and promotions provided by third parties, and not by Online Image (“Third Party Services”). Client is responsible for reviewing and understanding the terms and conditions as well as any fees, if any, governing any Third Party Services. Client authorizes Online Image to use and disclose its contact information, including name and address, for the purpose of making the Third Party Services available to the Client. Client agrees that the third party, and not Online Image, is responsible for the performance of the Third Party Services. In no event will Online Image be responsible for the information contained in any third party website or for any inability to use such third party website or Third Party Services. Access to any third party website is at your own risk, and Client acknowledges and understands that links to third party websites might contain terms and privacy policies as well as fees that are different from those of Online Image. Online Image is not responsible for such provisions, and expressly disclaims any liability for use of such Third Party Services and third party websites.
7. Limitations of Liability. Online Image makes no representation or warranty for the benefit of Client beyond those which are set forth in this Agreement. In no event will Online Image be liable to Client or to any other person or entity for any special, consequential, incidental or other damage, however caused, direct or indirect, whether for breach of contract, negligence or under any other legal theory, including lost profits, and whether or not Online Image has been advised of the possibility of such damage. Under no circumstance shall Online Image be liable to Client due to any modification, price change, suspension or discontinuance of the service. Online Image’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of this Agreement is the refund of amounts previously paid by Client.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONLINE IMAGE DISCLAIMS ALL GUARANTEES AND WARRANTIES NOT EXPRESSLY STATED HEREIN, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING ITS SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS AND SIMILAR LAWS OF ANY JURISDICTION. ONLINE IMAGE DOES NOT WARRANT THAT ITS SERVICES OR THIRD PARTY SERVICES OR ANY ONLINE SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, DISCONTINUATION OR ERRORS.
8. Mutual Indemnity. Online Image and Client shall mutually indemnify and hold harmless each other and each other’s agents, consignees, employees and representatives from and against all losses, claims, demands, or causes of action of whatever kind, including negligence, breach of express or implied contract or warranty, failure to warn, res ipsa loquitur, strict liability and from and against all special, incidental, or consequential damages, whether direct or indirect, including lost profits, of every kind whatsoever arising out of, or in any way connected with, accidents, occurrences, injuries or losses to or of any person or property.
9. Copyrights and Trademarks. Client represents to Online Image, and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Online Image are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Online Image from any claim or suit arising from the use of such elements furnished by the Client.
10. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by, enforced and construed in accordance with the laws of the State of Utah without giving effect to any principles of conflict of law. All actions, proceedings and other disputes arising out of or in any way related to this Agreement shall be submitted to, and the parties agree hereby to the jurisdiction of the state and federal courts situated in Salt Lake County.
11. Force Majeure. If Online Image is delayed, hindered or unable to perform its obligations herein or otherwise by reason of any cause beyond Online Image’s control, including, but not limited to, third party acts, strikes, acts of God, natural disasters, shortages of materials, rationing, utility and communication failures, casualty, war, terrorism, riot, insurrection, embargoes, or by reason of restrictions, rules, regulations or order of any governmental agency or subdivision thereof, then Online Images’ performance shall be excused for the period of the delay and shall be extended for a period sufficient to permit Online Image to recover, or at Online Images’ election, shall be excused entirely.
12. Severability. If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provisions and of the entire Agreement shall not be affected thereby.
13. Waiver of Default. Online Image shall have the absolute unconditional right to enforce any agreement, present or future, between Online Image and Client in strict accordance with written terms thereof, notwithstanding any prior conduct or custom of Online Image in refraining from doing so. Online Image may refrain from or postpone enforcement of any agreements without being deemed to have altered any written agreement between the parties.
14. Modification. The terms of this Agreement may not be added to, modified, superseded or otherwise altered, nor may the terms thereof be waived except by writing signed by Online Images’ authorized representative.
15. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and supersedes all prior or contemporaneous proposals, agreements or communications, oral or written, with respect to the same subject matter.
16. Legal Fees. If Client defaults, in addition to any other relief, Online Image shall be entitled to recover its reasonable attorneys’ fees (whether or not suit or arbitration is instituted) and court costs and other litigation costs, if any, incurred by Online Image to enforce this Agreement.
17. Assignments. Neither Online Image nor Client may assign or transfer its rights or obligations without the written consent of the other.
18. Chargeback Policy. We are grateful that fraudulent chargebacks are rare, but we take this issue seriously. Anyone who purchases any product or service from Online Image and then attempts to chargeback without first trying to remedy the situation is in violation of the Online Image Chargeback Policy. Fraudulent or unsubstantiated chargebacks may be turned over to a law enforcement or collection agency. The Client agrees that if they violate the Online Image Chargeback Policy, they will be responsible for all costs and fees associated with disputing the chargeback. These fees include, but are not limited to, attorneys’ fees, administrative and management time spent providing facts, research, and statements, merchant fees and collection fees. If the Client feels that they have attempted to resolve the situation in a reasonable manner yet have not been able to reach an agreement, the Client may contact the President of Online Image, LLC with the contact information provided below.
President/CEO Online Image LLC
5353S. 960 E.
Murray, UT 84117