SEO & SEM Consultation Terms

THIS AGREEMENT, made upon submission of client information, is binding between SEO KING, INC. (“King” herein) and You (“Client” herein) As Provided within the Submission Document (Exhibit "A" herein) upon the following terms and conditions:

1. 1. Client hereby engages the non-exclusive services of King ("King's Services" herein, jointly, collectively and individually) for the purposes of having King provide Search Engine Marketing and Search Engine Optimization Consultation services for the website set forth on Exhibit "A" for the purpose of enabling The Website to appear higher in rankings in natural search results of the various industry search engines to include Google, Yahoo and MSN.
2. The foregoing list shall be referred to as “Search Engines” in this agreement, jointly, collectively and individually.  Client understands that all Search Engines operate differently and thus The Website may not appear in the same rankings on all such search sites.
3. Client is responsible, but not obligated, for making any changes and/or following any suggestions offered by King for site based Search Engine Optimization or off site Search Engine Marketing.
4. Client understands and agrees that:
   1. The scope of consultation services provided encompasses only those listed on the Consultation page. Any other consultation services will be provided at the sole discretion of KING and shall be considered as optional professional opinion and covered by this agreement.
   2. King does not guarantee or warrant that any of the Search Engines will list The Website and does not guarantee or warrant that any of the Search Engines will list The Website in any higher order than before any of King’s Suggestions are Implemented;
   3. King does not warrant or guarantee that any website will link to or exchange links with the client website;
   4. King does not provide web design, programming, graphic design, hosting or any additional King services under this agreement to include the implementation and completion of any site based Search Engine Optimization or off site Search Engine Marketing processes;
   5. Website rankings within search engines involves a combination of site based factors and off-site factors and that this agreement does not provide for King to implement either process on behalf of the Client;
   6. King does not provide any copy writing services to better target search phrases for clients market search term;
   7. Client will pay an initial minimum work deposit of $250.00 and agrees to pay $125.00 for each additional hour beyond the minimum two our billing for each additional hour of work provided by King on behalf of Client;
   8. Under all circumstances, the fees and any part of the fees for King’s Services shall not be refundable;
5. As and for King’s Services, Client shall pay King the sums set forth on Exhibit “A” upon submission and before any of King’s Services shall commence.
6. Client represents and warrants: that any materials and content including but not limited to any keywords, meta tags or other elements provided by Client and the entering into this agreement and King’s Services on The Website will not impair or violate any rights of any party including but not limited to rights of contract, copyright, trademark, trade dress, privacy, publicity, libel or slander; that The Website complies and will comply with all applicable laws, statutes, regulations of any governmental or other body exercising jurisdiction over this transaction, The Website and the subject of the within agreement anywhere in the world; that The Website and all materials and content provided by Client are original with Client; that Client shall be solely responsible for full compliance under all state and federal laws, statutes, regulations and the like regulating commerce and otherwise including but not limited to the collection, payment or remission of any sales or other taxes anywhere in the world whether as to any good or services sold via The Website or as to any aspect of the within transaction; that nothing on The Website or Client’s conduct will constitute “spam” or violate any rules from any service provider or otherwise; that Client’s products and services which are or may become the subject of this agreement are and shall remain effective, safe, not dangerous or harmful in any way; and that Client shall be solely responsible for copyrighting and otherwise protecting The Website. These representations and warranties shall survive the termination of this agreement.
7. Client shall save and hold King and King’s successors, assigns, licensees and others harmless against any and all claims, demands, costs, awards, damages and the like, including attorneys fees, that may arise from a breach or claimed breach of any of Client’s warranties, representations or obligations under this agreement, whether or not a breach of those warranties, representations or obligations is finally sustained and whether or not any litigation or claim is filed, or for any other cause of action or claims by any parties including but not limited to any governmental body whether or not any litigation or claim is filed or sustained. These indemnities shall survive the termination of this agreement.
8. EXCEPT AS EXPRESSLY PROVIDED ABOVE IN REGARD TO KING’S SERVICES, KING’S SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHETHER AS TO USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, king DOES NOT WARRANT THAT ANY OF KING’S SERVICES SHALL BE SUCCESSFUL IN CREATING ANY SALES OR INCOME FOR CLIENT AND KING DOES NOT WARRANT THAT ANY OF KING’S SERVICES SHALL RESULT IN ANY HIGHER RANKINGS FOR THE WEB SITE ON SEARCH ENGINES OR OTHERWISE. KING SHALL NOT BE LIABLE TO CLIENT OR ANY OTHER PARTY FOR ANY DIRECT OR INDIRECT COMPENSATORY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR COSTS OF ANY CHARACTER INCLUDING BUT NOT LIMITED TO DAMAGES OR COSTS FOR COPYRIGHT INFRINGEMENT, TRADEMARK INFRINGEMENT, PATENT INFRINGEMENT, LIBEL, SLANDER, INVASION OF PRIVACY, INTERFERENCE WITH THE RIGHTS OF PUBLICITY, LOSS OF GOODWILL, LOSS OF DATA, LOST PROFITS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION WHETHER AS A RESULT OF VIRUSES, TROJAN HORSES OR OTHERWISE OR FOR FAILURE OF KING’S OR ANY OTHER WEB HOSTING OR OTHER SERVER OR FOR ANY FAILURE OF KING OR ANY OTHER PARTY TO PROVIDE INTERNET ACCESS FOR ANY PERIOD OF TIME OR FOR THE ACTS OR SOFTWARE OR PROGRAMS OF ANY OTHER PARTY INCLUDING BUT NOT LIMITED TO “HACKERS” OR OTHERS WHO INVADE, DISRUPT OR OTHERWISE INTERFERE WITH OR DAMAGE THE WEB SITE OR THE INFORMATION IN OR ON THE WEB SITE OR OTHERWISE OR FOR ANY SOFTWARE OR PROGRAMS OR OTHER KING’S SERVICES CREATED OR SUPPLIED BY king OR FOR ANY AND ALL OTHER DAMAGES OR COSTS INCLUDING PUNITIVE DAMAGES OR LOSSES. KING WILL NOT BE LIABLE FOR ANY DAMAGES OR COSTS IN EXCESS OF THE TOTAL CONTRACT PRICE FOR THE SERVICES RENDERED HEREIN, EVEN IF KING SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS, OR FOR ANY CLAIM BY ANY OTHER PARTY. THE WITHIN LIMITATION OF WARRANTIES MAY BE LIMITED BY THE LAWS OF CERTAIN STATES OR OTHER JURISDICTIONS AND SO SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO CLIENT AND CLIENT MAY HAVE OTHER RIGHTS THAT MAY VARY FROM STATE TO STATE.
9. King shall be entitled to perform King’s Services and other services for any person, firm, company, corporation or otherwise even though that person, firm, company, corporation or otherwise may be in a business that is competitive with that of Client and Client’s business. King shall be free to hire or engage other parties to perform any of King’s Services and Client shall make no claim against King for any acts or omissions of such other parties except when such performance is the result of King’s willful conduct or gross negligence.
10. This agreement shall be subject to and interpreted under the laws of the state of Florida applicable to agreements wholly to be performed therein as well as the copyright law or other law or laws of the United States, where applicable. This agreement including Exhibit “A” is the complete understanding between Client and King and may be modified and any of its provisions waived only by a writing signed by both Client and King. It shall bind and benefit Client’s and King’s heirs, assigns and successors in interest but any restrictions on assignment and transfer otherwise contained in this agreement shall otherwise apply. A waiver of any provision of this agreement, or any claimed breach thereof, shall not be deemed a waiver of any other provision or breach. All remedies provided King in this agreement are cumulative and the exercise by King of any remedy shall be without prejudice to King’s exercise of any other rights or remedies available to King. Any dispute arising under this agreement shall be determined only by a court of competent jurisdiction only in Tampa, Florida and King shall be entitled to injunctive relief. Client expressly consents to personal jurisdiction in such state and in such court. In any action under this agreement, the prevailing party shall be entitled to attorneys fees and court costs. In the event any portion of this agreement shall be held invalid or unenforceable it shall not affect the validity or enforceability of the rest of this agreement.