Last Updated: February 15, 2013
By submitting your credit card information on the RankPop.com website, or providing such information to our staff via a form of verbal or written or electronic communication indicates your agreement to enter into the below marketing agreement.
MARKETING AGREEMENT for the performance of Internet Marketing/Search Engine Optimization Services/Content Marketing Services (hereinafter referred to as “SEO Services”), is entered into on the date in which your credit card information was submitted for the first time on the RankPop.com website, by and between you (the “Customer”), and RSD Web Properties, LLC dba RankPop (the “Company”), located at 425 North Prince Street, Suite 103, Lancaster, Pennsylvania 17603, said Agreement being as follows:
A. Company has experience and expertise in providing SEO Services for web pages, web sites (collectively referred to as the “Services”) and other computer networks.
B. Customer desires to have Company develop and deploy SEO Services, and the other services on Customer selected Services.
C. Company desires to develop Strategies for Customer. Customer desires to purchase from Company SEO Services and the other services, on the terms and conditions set forth herein.
In consideration of the mutual covenants set forth in this Agreement, Customer and Company intending to be legally bound hereby agree as follows:
1. Services selected: The package chosen and recorded on the rankpop.com website on the date your sign up was recorded OR upon the same or later date which was confirmed in writing via email by Company and Customer.
1.1 Definition. The following terms will have the meanings set forth in this section. Terms not otherwise defined in this Section are as defined elsewhere in this Agreement or in an applicable exhibit.
1.2 Agreement (“Agreement”) shall mean this Marketing Agreement between RSD Web Properties, LLC dba RankPop and Customer that was provided on the date of sign up.
1.3 Intellectual Property Rights (“Intellectual Property Rights”) means any and all patents, copyrights, trademarks, service marks, trade secrets, proprietary rights, source code, key lists or other assets and other intellectual property rights in the United States and any and all other countries, or contract rights having the equivalent effect.
1.4 Effective Date (“Effective Date”) shall mean the date upon which Customer entered their credit card information in the website, rankpop.com or via date of signed credit card authorization form.
2. Consultant Services and Development of Strategies for Customer.
2.1 Strategies Development.
(a) Company agrees to create, install, manage, develop and employ Services as agreed.
(b) The SEO Services are intended to provide Customer with improved positioning in selected search engines and report results on an ongoing and timely basis (the “Strategies”).
(c) Customer acknowledges that in providing the SEO Services hereunder, Company may utilize proprietary materials, reports, models, software, documentation, know-how and processes owned by Company that were or are not created specifically by Company for Customer (“Company Materials”). Customer acknowledges that ownership of and title to such Company Materials remains with Company and is not transferred to Customer.
(d) Each party’s Intellectual Property Rights are the property of that party, and the other party agrees that it shall not use (directly or indirectly) or register any of other party’s Intellectual Property Rights in connection with any products, services, promotions or publications without the owner’s prior written approval.
(e) Company can, at its sole discretion, choose to not perform services for any Customerthat it feels it cannot make a positive difference, for any reason. Any monies received for services after this determination by Company will be prorated and refunded and no further services will be performed.
2.2 Disclaimers. Customer acknowledges the following disclaimers by Company with respect to the SEO Services and Strategies:
(a) Search Engine Placement.
i. Company does not guarantee #1 positions, consistent positioning, “top 10 positions” or guaranteed placement for any particular keyword, phrase or search term. Customer acknowledges that Company’s past performance is not indicative of any future results Customer may experience.
ii. Company is not responsible for policies of third-party search engines, directories or other Web Pages (“Third-Party Resources“) that Company may submit the SEO Services to with respect to the classification or type of content accepted by a Third-Party Resources whether now or in the future. Customer’s Web Pages content may be excluded or banned from any Third-Party Resource at any time. Company is not responsible for any liability or actions taken by Third-Party Resources against Customer or Customer’s Web Pages as a result of the Services.
iii. Company does not warrant that the SEO Services will be accepted by Third-Party Resources by any given date. Submission of the SEO Services to Third-Party Resources can take an indefinite amount of time for inclusion, unless paid inclusion programs are employed. Each edit or change made to any of the Services employed by Company will repeat these inclusion times.
iv. Third-Party Resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time and may drop listings from its database for no apparent or predictable reason. Company 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. However, Company shall not be responsible for the decision of a Third-Party Resources to block, prevent, stop accepting Customer’s submissions or to drop Customer’s listing(s) for any time period.
(b) Modifications of the Services.
i. Company reserves the exclusive right, for the duration of this Agreement, to approve or disapprove any design Services, existing code or other techniques, whether requested by Customer or presently employed by Customer that are considered by Company to be detrimental to Company or the SEO provided to Customer under this Agreement.
ii. Company is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the SEO Services under this Agreement.
2.3 Representations and Warranties of Company. Company represents and warrants to Customer that: (i) it has the authority and right to perform SEO Services and provide any and all of the materials, information and all other items howsoever designated herein (“Materials”) hereunder free of all liens, claims, security interests and/or other encumbrances or restrictions; (ii) its employees have the proper skill, training and background necessary to accomplish their assigned tasks and all SEO Services will be performed in a competent and professional manner, by qualified personnel; (iii) neither the furnishing of any Materials nor the performance of any SEO Services by Company infringe upon or violate the rights of any third-party; (iv) all SEO Services are original works of authorship; (v) there is no litigation pending, outstanding or previously settled against Company alleging patent, trademark or copyright infringement, negligence or improper performance of any services provided by Company that has not previously been disclosed to Customer; and (viii) Company shall abide by all laws, rules and regulations applicable to its performance under this Agreement.
2.4 Extent of Warranties. ANY WARRANTIES SET FORTH IN THIS SECTION CONSTITUTE ALL OF THE WARRANTIES MADE. COMPANY DOES NOT MAKE ANY OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARISING OUT OF OR IN CONNECTION WITH ANY OF THE STRATEGIES OR THE USE OR PERFORMANCE THEREOF, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
2.5 Limitation of Liability.
(a) Subject to the exceptions set forth below in Section 2.5(c), Company’s liability for damages or indemnity under this Agreement, regardless of the form of action, shall in no event exceed the amount of fees Customer pays Company hereunder (“Liability Cap”). Customer’s liability for damages or indemnity under this Agreement, regardless of the form of action, shall in no event exceed the Liability Cap.
(b) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, TIME, OPPORTUNITY OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STATUTE, EQUITY, OR OTHERWISE. NEITHER PARTY WILL BE CUMULATIVELY LIABLE TO THE OTHER FOR ANY AMOUNT GREATER THAN THE PURCHASE PRICE, FEES AND CHARGES SET FORTH IN THE APPLICABLE ORDER.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY REIMBURSEMENT OR DAMAGES FOR LOST PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF THE BUSINESS GOODWILL OF SUCH PARTY, OR FOR ANY OTHER REASON WHATSOEVER. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND.
(c) EACH CLAUSE OF THIS SECTION IS SEPARATE FROM THE OTHERS AND FROM THE REMEDY LIMITATIONS AND EXCLUSIONS ELSEWHERE IN THIS AGREEMENT, AND WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF A REMEDY OR TERMINATION OF AN ORDER.
(d) Customer acknowledges that the Strategies provided hereunder are in no way intended to replace Customer’s skill and business judgment in marketing its services/products.
3.1 Payment for Services of Content Marketing.
Customer’s payments for SEO Services will be due and payable in U.S. currency. The first payment for SEO Services will be at initial sign-up. Customer may pay in full, in advance to receive any current advertised promotion. Customer may also pay monthly for three (3) months, which includes first payment at initial signup and the next 2 subsequent months. Customer is contracting for the full value of the content level chosen. Example, if Customer chooses “$1,100/ month for 3 months”, the contracted value is $3,300. This is the amount due and payable according to the chosen payment option. There are no refunds or pro-rations for Services.
3.1.1 Monthly Billing Policy for Content Marketing
You agree to allow Company to charge your credit card, monthly, for three (3) months until the account is paid in full. You agree to pay the fees set forth in your Marketing Agreement based on your package selection and authorize Company to bill you in the manner designated. If your initial Marketing Agreement is amended, you authorize Company to bill you in the manner designated in your amended Marketing Agreement until the account is cancelled per our cancellation policy in section 8.1.
3.2 Payment for Services of Link Building.
Customer’s payments for SEO Services will be due and payable in U.S. currency. The first payment for SEO Services will be at initial sign-up and every month thereafter unless cancelled per our cancellation policy in section 8.1. There are no refunds or pro-rations for Services.
3.2.1 Recurring Monthly Billing Policy for Link Building
You agree to allow Company to charge your credit card on a recurring monthly basis until the account is cancelled per our cancellation policy. You agree to pay the fees set forth in your Marketing Agreement based on your link building package selection and authorize Company to bill you in the manner designated. If your initial Marketing Agreement is amended, you authorize Company to bill you in the manner designated in your amended Marketing Agreement until the account is cancelled per our cancellation policy.
3.2.2 Link Building Services Guarantee
Full payments are subject to an increase in net rankings. If we improve the overall rankings of the mutually selected keywords from one reporting period to the next (one month), payment is required. If there is not an increase in net rankings and Customer is paying full price for SEO Services (Link Building ONLY), there will be a $300 credit towards the next month’s services. If Customer has received a discounted rate, the credit shall be 50% of the amount paid. Each keyword silo is independent of any other keyword silos or SEO Services being performed for Customer. If Customer cancels and does not continue services, no refund and/or credit shall be earned.
Company agrees to use the same reporting service, whether Company uses a proprietary reporting service or a third party reporting service, for the baseline reports as we do all future reports. If for any reason, the reporting services used for the baseline is not available, Company reserves the right to select a different service to provide reporting services, including but not limited to the rank checker tool at www.seobook.com.
Here is an increase in rankings defined:
Let’s say you had 3 keyword phrases we were working on
chocolate store Nebraska
best chocolate store online
Let’s say that upon signing up your websites rankings were:
chocolate store: 28
chocolate store Nebraska: 180
best chocolate store online: 4
Then, after the first reporting period (30 days), your rankings were:
chocolate store: 23
chocolate store Nebraska: 30
best chocolate store online: 14
In this example, we improved the first two keywords and lost ranking on the third so the change in rankings on these keywords are:
chocolate store: +5 (moved from 28 to 23)
chocolate store Nebraska: +150 (moved from 180 to 30)
best chocolate store online: -10 (moved from 4 to 14)
We would report an overall improvement of 145 and payment would be required for services rendered.
IF your websites baseline report indicates that your site is not found, this means the site currently does not rank for the phrase in the top 300 of Google. Should Company obtain rankings in the top 300 that were previously not found, the increase will be measured as a 300 position increase OR by subtracting the ranking from the “total competing pages.”
“Total Competing Pages,” as mentioned above is determined by visiting google.com and searching for the keyword phrase at hand. The number will be found before the word “results.”
3.2.3 Guarantee Void for Link Building
There are several instances where this guarantee becomes null and void prior and during a billing period. If any of the following instances occur, payment in full will be required even. Prior to the Anniversary date of Link Building Services each month, Company shall provide, in writing, confirmation is Customer’s website does not meet guarantee requirements. Customer will be given 48 hours to cure any issues. If all issues are cured, and Company and Customer mutually agree, Company shall reinstate guarantee for said month.
3.3 Updating Billing Information
It is the Customer’s responsibility to maintain the accuracy of their credit card information. This can be accomplished by calling our customer success department at 855-RANKPOP to provide the updated credit card information.
Company will attempt to notify Customer if their credit card information has expired. Billing is performed automatically on a monthly basis on the account. If the account cannot be paid due to a credit card being declined, Company may make additional attempts to charge the card or any card provided by Customer. If payment is not made in a timely manner, we may suspend your service. Suspension does not release you from your payment or other obligations under this agreement or entitle you to any refunds of payments already made. Services will resume once payment is made.
4.1 Customer shall indemnify, defend and hold Company, and its directors, officers and employees, harmless from and against any and all claims, losses, damages, penalties, judgments and liabilities, including all reasonable related costs and expenses (including reasonable legal fees and disbursements and cost of internal or outside counsel, investigation, litigation, settlement, judgment, interest and penalties) that Customer’s Web Pages do not now and shall not in the future infringe any patent, copyright, trademark, trade secret, third party’s proprietary rights or engage in conduct that would subject or implicate Indemnified Party to potential civil suit including but not limited to claims arising out of injury caused by Customer’s products/Services, material supplied by Customer, defective products sold via the Services or criminal prosecution for Indemnified Party’s provision of the Services to Customer. Customer agrees to indemnify Company from responsibility for problems/disruptions caused by any third-party services Customer may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to its operations.
(a) Definition. “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of Customer, technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding Customer’s products or services and markets therefore, customer lists and customers (including, but not limited to, customers of Customer on whom Company called or with whom Company became acquainted during the term of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawing, engineering, hardware configuration information, marketing, finances or other business information
(b) “Confidential Information” of Customer includes any information relating to Customer that is delivered or otherwise disclosed (whether visually, orally, in writing, in any other medium, however documented (or not documented), and whether prepared by Customer, its advisors or otherwise) orally or in writing, electronically, digitally, or physically by any media, or visually by inspection of facilities.
(c) Confidential Information does not include information that (i) is known to Company at the time of disclosure to Company by Customer as evidenced by written records of Company, (ii) has become publicly known and made generally available through no wrongful act of Company or (iii) has been rightfully received by Company from a third party who is authorized to make such disclosure.
5.2 Nonuse and Nondisclosure. Company will not, during or subsequent to the term of this Agreement, (i) use the Confidential Information for any purpose whatsoever other than the performance of SEO Services on behalf of Customer or (ii) disclose the Confidential Information to any third party. Company agrees that all Confidential Information will remain the sole property of Customer. Company also agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Without the Customer’s prior written approval, Company will not directly or indirectly to anyone the existence of this Agreement or the fact that Company has this arrangement with the Customer.
5.3 Former Client Confidential Information. Company agrees that Company will not, during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or current client or customer of Company or other person or entity with which Company has an agreement or duty to keep in confidence information acquired by Company, if any. Company also agrees that Company will not bring onto Customer’s premises any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.
5.4 Third Party Confidential Information. Company recognizes that Customer has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on Customer’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Company agrees that, during the term of this Agreement and thereafter, Company owes Customer and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out SEO Services for Customer consistent with Customer’s agreement with such third party.
5.5 Return of Materials. Upon the termination of this Agreement, or upon Customer’s earlier request, Company will deliver to Customer all of Customer’s Property, including but not limited to all electronically stored information and passwords to access such property, or Confidential Information that Company may have in Company’s possession or control.
6. Independent Contractor.
Company shall be retained as independent contractors. Company will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Company’s behalf. Company understands that it will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker‘s compensation or unemployment insurance.
Upon the reasonable advance request of Company, Customer agrees to make available to Company for its use in performing the SEO Services and developing the Strategies anticipated by this Agreement, such persons and items of hardware and software as Company determines are reasonably necessary to accomplish the development of the Strategies that are owned or under the control of Customer.
8. Term and Termination.
8.1 Initial and Renewal Terms.
8.1.1 Initial and Renewal Terms for Content Marketing
This Agreement shall take effect on the Effective Date and continue for a four month term or until Company completes Services for Customer. Notwithstanding the foregoing, Customer may cancel only if breach of contract occurs by Company and Company does not cure breach within 30 days. Company must be notified in writing within 10 days of the said breach. Company may for any reason (or no reason) terminate this Agreement by providing Customer notice.
8.1.2 Initial and Renewal Terms for Link Building
This Agreement shall take effect on the Effective Date and continue for a month-to-month term. Notwithstanding the foregoing, at any time following the first anniversary of the Effective Date Customer may for any reason (or no reason) terminate this Agreement by providing Company notice. Cancellation request must be received prior to the end of the then current monthly billing period. If a cancellation notice is not received, by midnight of the anniversary date, Customer agrees to continue SEO Services for another month and the credit card on file will be charged accordingly. Company may for any reason (or no reason) terminate this Agreement by providing Customer notice
8.2 Breach of Obligations.
Company may terminate this Agreement for failure of the Customer to pay the fees required under Section 3 above. Either party may terminate this Agreement if the other party fails to perform or comply with any of its obligations set forth in this Agreement.
8.3 Unauthorized Transfer.
Either party may terminate this Agreement, and may regard the other party as in default of this Agreement, if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.
9.1 Entire Agreement.
This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
9.2 Governing Law and Dispute Resolution.
(a) This Agreement and the rights and obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania, not including the law of conflict of laws.
(b) The parties agree that they will work in good faith to resolve any disputes arising under this Agreement. If a dispute cannot be resolved by the parties, the matter will first be submitted to nonbinding mediation before the parties pursue arbitration as described in Section 9.2(c) below.
(c) All disputes between the parties to this Agreement arising out of, or relating to, the interpretation or performance pursuant to the terms of this Agreement, or any breach thereof, that are not resolved by mediation as set forth in Section 9.2(b) above shall, without exception, be resolved, without reference to which party initially prepared a draft or drafts of the same, by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Such arbitration shall take place in Pennsylvania. All disputes shall be initiated by the service of a written notice to the other party of an intent to arbitrate and the filing of such notice with the American Arbitration Association (“AAA”). Such notice shall describe, in reasonable detail, the nature of the dispute, controversy or claim. Upon either party’s request for arbitration, an arbitrator shall be selected by mutual agreement of the parties to hear the dispute in accordance with AAA rules. If the parties are unable to agree upon an arbitrator, then either party may request that the AAA select an arbitrator (or arbitrators) and such arbitrator(s) shall hear the dispute in accordance with AAA rules. Each of the parties shall bear its own fees, costs and expenses of the arbitration and its own legal expenses, attorneys’ fees and costs of all experts and witnesses. Unless the award provides otherwise, the parties will share equally the fees and expenses of the arbitration procedures, including the fees of the arbitrator(s). Any award rendered pursuant to such arbitration shall be final, conclusive and binding upon the parties, and any judgment thereon may be entered and enforced in any court of competent jurisdiction.
9.3 No Assignment; Binding Effect.
Neither party may assign any of its rights, nor delegate any of its obligations under this Agreement without the prior written consent of the other party, which consent may be withheld in the other party’s sole and absolute discretion. Subject to the foregoing, this Agreement shall be binding upon and ensure to the benefit of Customer and Company and their respective successors and assigns.
The waiver by Company of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive Company’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
9.5 No Right to Assign.
Customer has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of Company, which consent can be withheld for any reason.
9.6 Use of Material for Promotional Purposes.
With authorization and written approval by Customer, the Company may have the right to use its work in producing the Services for promotional purposes and/or to cross-link it with other advertising developed by Company. With Customer written approval Company can have the right to list, reference or otherwise identify Customer as a client of Company in Company’s advertising and marketing.
Any notices, requests, demands and other communications which are required or may be given under this Agreement must be in writing, may be sent in any commercially reasonable manner that provides proof of delivery (or refusal to accept delivery) to the address set forth below and will be considered to have been given when received, when delivery is refused or when the sender can otherwise demonstrate. A party may change such party’s address by giving notice of the change to the other party in accordance with this Section. be mailed or transmitted in the matter requiring a confirmed receipt. Notice is effective upon receipt.
10. Refusal Of Service.
Company has the exclusive right to refuse service to any customer for any reason. Common reasons this may occur include Customer’s website containing adult content, content related to illegal or legal drugs, content determined, in Company’s sole discretion, to be not of value to the website’s users due to lack of text, too many ads, low quality content and/or any other reasons determined by the sole discretion of the Company.