This engagement letter together with the Terms and Conditions set forth in Schedule A describes the terms and conditions under which InternetReputation.com, will provide our Proprietary Services for Client (“Client”).
As part of the Proprietary Services, InternetReputation.com will use reasonable efforts to create and/or optimize existing truthful, positive, or neutral online content (“Welcome Content”)(for example, content on websites, etc.), with the specific aim of promoting the Welcome Content on Internet search engine results above the content Client has identified to InternetReputation.com as the unwelcome content (the “Unwelcome Content”).
In addition, InternetReputation.com will use reasonable efforts to create original content or to use optimization techniques, or a combination of original content and optimization techniques, to result in Welcome Content appearing above Unwelcome Content in the results for searches on Google.com and other major search engines for “Specified Keywords” and “Specified brand related keywords”. As part of this process, we will use our efforts to create and/or optimize content for display on websites, blogs, discussion forums, and similar forums for Client, as appropriate. InternetReputation.com does not guarantee any specific results for the services. This is due to the dynamic medium and third party status of the major search engines. We will use our resources, techniques, and technology to the fullest extent possible to attempt to achieve the goals of this campaign.
Client hereby authorizes InternetReputation.com to (a) create original content (including content that represents Client or Client’s designee), (b) use optimization techniques, (c) use a combination of these techniques, to promote Welcome Content above Unwelcome Content.
You and we agree to keep this working relationship confidential. You agree that we have the right to identify you as a client of our Services to any third parties with whom we have a business relationship and confidentiality agreement, whose services will be beneficial to the success of this project. You agree that we have the right to identify you as a client of the our Services and InternetReputation.com to our investors and potential investors, in connection with a request required by law or a court order, or as necessary to enforce our rights under this agreement. You agree not to disclose to any third party and to maintain as the confidential information of InternetReputation.com any techniques, methods, or strategies we use in connection with the services.
InternetReputation.com’s Services for this agreement have been outlined in further detail in the overview and analysis previously sent to client.
The payment of InternetReputation.com’s fees is due upon return of a fully executed unaltered agreement to InternetReputation.com. Client will be responsible for and will indemnify and hold InternetReputation.com harmless from payment of all taxes (other than taxes based on InternetReputation.com’s income), fees, duties, and other governmental charges, and any related penalties and interest, arising from the payment of all amounts, including any fees and expenses to InternetReputation.com under this agreement or the performance of the services.Client understands and accepts that, because we will be initiating a substantial labor effort and our own monetary costs for you in execution of this project, all fees and expenses paid by Client are not refundable for any reason.
We appreciate the opportunity to work with Client and anticipate a productive and harmonious relationship. If however, Client becomes dissatisfied for any reason with the services we have performed, we encourage Client to bring that dissatisfaction to our attention immediately. Most problems can be fixed through such communication. However, should a dispute arise between us which cannot be resolved in this manner, then to the extent permitted by law, we and Client agree to be bound by the Arbitration Provision in the Terms and Conditions.
InternetReputation.com looks forward to working on this project. This agreement, including the attached Terms and Conditions, will become effective upon return of a signed copy of this agreement as described below and receipt of payment for the first months of services. We will begin performing the services as soon as we receive payment. We are able to receive payment by credit card, check, or wire.
Terms and Conditions
These Terms and Conditions together with the engagement letter and any Statement of Work relating to the services that may be entered into by the parties contain the general terms and conditions pursuant to which InternetReputation.com will provide certain services to Client.
License and Ownership. Client hereby grants to InternetReputation.com and its authorized personnel a worldwide, royalty-free, fully-paid, non-exclusive, transferable (in connection with an assignment of the agreement), sublicensable (as necessary to perform the services) license to use, reproduce, publicly perform, publicly display, publish, distribute, create derivative works of, and otherwise exploit any intellectual property, including content, trademarks, logos, photos, videos, advertisements, information, and other materials provided or identified by Client to InternetReputation.com under this agreement (the “Client Materials”) as necessary for InternetReputation.com to perform the services in this agreement. Client acknowledges and agrees that InternetReputation.com will not own, subject to any Client Materials therein, any right, title, and interest in and to any materials, content, or other works of authorship created by or on behalf of InternetReputation.com and used in connection with the services provided under this agreement. Client is authorizing InternetReputation.com to create and use Client Materials, title, and Trademarks only for the purpose of this campaign. InternetReputation.com acknowledges and agrees that Client will own all right, title, and interest in and to any Client Materials and will hand over all digital assets; content, online profiles, and websites created along with any applicable administrative logins and passwords associated with said digital assets.
Warranties. Client represents and warrants that all information provided to InternetReputation.com is accurate and truthful, that Client has the right to enter into this Agreement, that the execution and performance of this agreement does not violate any other contract or obligation to which Client is a party or is otherwise bound, and that the Client Materials do not infringe the intellectual property rights, including any copyrights, trademarks, trade secrets, right of privacy, or right of publicity, of any person.
Term and Termination. Unless earlier terminated, the initial term of this Agreement will begin on the date when InternetReputation.com receives a fully executed, unaltered signed copy of this agreement and the initial payment of the services described in the letter agreement and will be Three (3) month contract unless otherwise stated. Client will not be responsible for any amounts or fees which accrue after the effective date of termination, but will promptly pay InternetReputation.com for all fees accrued and all expenses incurred prior to the effective date of termination. Client’s obligation to pay the fees and expenses described in this agreement and the following provisions shall survive termination of this Agreement: Sections titled License and Ownership, Warranties, Term and Termination, Disclaimer of Warranties; No Guaranty, Limitation of Liability, Indemnity, Arbitration, Assignment, and General Provisions.
Disclaimer of Warranties; No Guaranty. InternetReputation.com does not guaranty any results for the services, including that the Welcome Content will be displayed above the Unwelcome Content. The services provided under this agreement are dependent in part on actions by third parties and InternetReputation.com cannot control or predict how third parties might react and InternetReputation.com is not responsible for any actions or omissions of any third party. CLIENT acknowledges and agrees that the services provided under this agreement are provided “as is” without any warranty or guarantY of any kind. INTERNETREPUTATION.COM DOES NOT PROVIDE ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, OR THE SUCCESS OR RESULTS OF THE SERVICES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. CLIENT ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES IN ENTERING INTO THIS AGREEMENT.
Limitation of Liability. IN NO EVENT WILL INTERNETREPUTATION.COM BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANY SERVICES PERFORMED UNDER THIS AGREEMENT AND ANY CONTENT CREATED BY OR OPTIMIZATION PERFORMED BY INTERNETREPUTATION.COM. INTERNETREPUTATION.COM’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT INCLUDING ANY SERVICES PERFORMED UNDER THIS AGREEMENT AND ANY CONTENT CREATED BY OR OPTIMIZATION PERFORMED BY INTERNETREPUTATION.COM (OTHER THAN FOR PAYMENT OF ANY OTHER AMOUNTS OWED UNDER THIS AGREEMENT), WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO INTERNETREPUTATION.COM BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE LIABILITY. Client acknowledges that the fees set forth in this agreement reflect the allocation of risk set forth in this agreement and that InternetReputation.com would not enter into this agreement without these limitations on its liability.
Indemnity. Client agrees to defend, indemnify, and hold InternetReputation.com harmless from and against any and all damages, losses, liabilities, and costs brought or alleged by third parties relating to or arising from the services performed under this agreement. Client agrees to indemnify and hold InternetReputation.com harmless from and to promptly reimburse InternetReputation.com for all costs and expenses, including storage costs and personnel time, relating to requests or requirements from Client or a third party for InternetReputation.com to provide, maintain, preserve, collect, or otherwise process any information, data, or materials relating to the services performed by InternetReputation.com for Client.
REFUND POLICY STATEMENT
All sales of all InternetReputation.com services are final. No refunds shall be given by InternetReputation.com, or any other party, for any amounts paid for services, including, without limitation, any service charges or fees. Further, the Client acknowledges and accepts the risk that InternetReputation.com may not succeed in suppressing all Internet content about the Client. The Client also acknowledges and accepts the risk that InternetReputation.com, may not succeed in effecting the suppression of any Internet content about the Client. No refunds shall be given by InternetReputation.com for any reason.
Content Approval. All content will be approved by Client first before being disseminated by InternetReputation.com. Upon InternetReputation.com providing to Client any materials that InternetReputation.com intends to publish on the internet in furtherance of Client’s campaign, Client shall reply and finalize approval to be released to InternetReputation.com within five (5) days starting from the day the InternetReputation.com sends any round of content with a written notice via electronic communication (email, facsimile) if the proposed materials require amendments, additions, or deletions prior to publication. If InternetReputation.com is unable to publish the proposed materials due to Client’s failure to approve or reject and finalize the proposed materials, then InternetReputation.com’s services will become interrupted, leading to unforeseen delays.
Arbitration. Any claim, dispute or controversy of whatever nature (“Claim”) arising out of or relating to this Agreement shall be resolved by final and binding arbitration. The arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the Denver, Colorado office of JAMS (“JAMS”), in accordance with its then-existing Comprehensive Arbitration Rules & Procedures. Upon the written demand of any party to the arbitration, the arbitration shall be conducted by and submitted to three Arbitrators from JAMS under the same rules. The arbitration hearing shall be held in Denver, Colorado.
The Arbitrator(s) shall be authorized to award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress, or pain and suffering or punitive damages. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator(s) and JAMS; however, the Arbitrator(s) shall be authorized to award to the prevailing party reimbursement for its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator(s). Within fifteen (15) calendar days after the conclusion of the arbitration, Arbitrators shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a Claim were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence.
- Client may not assign or transfer, by operation of law or otherwise, any of its rights or delegate any of its duties under this agreement to any third party without InternetReputation.com’s prior written consent except pursuant to a transfer of all or substantially all of Client’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. InternetReputation.com may assign this agreement without Client’s consent. Any attempted assignment or transfer in violation of the foregoing will be void.
General Provisions. All notices, consents and approvals under this agreement must be delivered in writing by courier, by electronic facsimile, or by certified or registered mail (postage prepaid and return receipt requested) and will be effective upon receipt. All waivers must be in writing. Any waiver or failure to enforce any provision of this agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, Client agrees that the Limitation of Liability will remain in effect notwithstanding the unenforceability of any provision in Disclaimer of Warranty; No Guaranty. Client will not be entitled to specific performance of this Agreement for any reason. This agreement will be governed by the laws of the State of Colorado without reference to any conflict. This agreement will be governed by the laws of the State of Colorado without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction and both parties irrevocably submit to the jurisdiction and venue of federal and state courts in the State of Colorado. This agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. Client’s relationship to InternetReputation.com is that of an independent contractor, and neither party is an agent or partner of the other. Client will not have, and will not represent to any third party that it has, any authority to act on behalf of InternetReputation.com. Any delay in the performance of any duties or obligations of InternetReputation.com will not be considered a breach of this agreement if such delay is caused by a labor dispute, Internet outage, fire, earthquake, flood, or any other event beyond the control of InternetReputation.com, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. This agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This agreement may be amended only by a written document signed by both parties.
TOS last updated on May 21, 2014