This SEO Service Agreement (“Agreement”) is by and between Dialed Labs LLC and you, and your heirs, assigns, agents and contractors (collectively, “You”) and is made effective as of the date of execution. This Agreement sets forth the terms and conditions of Your use of Dialed Labs LLC´s search engine optimisation (“SEO”) services representing the entire Agreement between You and Dialed Labs LLC concerning the subject matter hereof. By using Dialed Labs LLC´s SEO services, You acknowledge and agree that You have read, understood, acknowledged and agreed to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies, including, but not limited to, the Universal Terms of Service that Dialed Labs LLC may establish from time to time.
1. The SEO Service
Dialed Labs LLC currently provides the SEO services to its customers on a:
- monthly subscription model or,
- a one-time model.
This is selected by You, during the payment process and is based on the level of support and on-going optimisation that is required. Dialed Labs LLC shall provide You its SEO services that is aimed, but not guaranteed, to optimise the SEO performance of your website. You agree to abide by the terms and conditions set forth herein and in each of Dialed Labs LLC`s policies and procedures, as may be amended by Dialed Labs LLC from time to time.
1.1. The SEO performance is not guaranteed, but will be performed to the best of Dialed Labs LLC’s knowledge and ability;
1.1.1 You should be satisfied once you have chosen to engage Dialed Labs LLC to implement the SEO service by examining Dialed Labs LLC’s experience and previous work that Dialed Labs LLC has the requisite knowledge and ability to implement the SEO service for You.
1.1.2 Although Google’s results are displayed on other search engines, the work that is carried out by Dialed Labs LLC is aimed at increasing visibility and boosting ranking on Google. It is not possible to give a 100% guarantee for any specific result on any search engine, nor can Dialed Labs LLC quantify the level of increased traffic or sales, as a result of the SEO service.
1.1.3 No guarantees will be given as to Your website’s ranking as the search engines change their ranking algorithms on a regular basis and new sites and competitor sites may be being optimized at a faster rate than Your website. It is possible for Your website’s rankings to go backwards, if this were to happen, no liability will be on Dialed Labs LLC and no refunds or discounts given.
1.1.4 SEO deliverables are defined during the check-out process based on the service/s You choose.
1.1.5 SEO process takes at least 2-3 months to show some significant effect. During this time the client site is analysed and optimised within the timelines and resources specified in agreement. Achieving ranking improvements can take up to 6-12 months.
1.2. SEO reporting will commence 1 month after the start date of the service and performed once per month unless otherwise agreed by the client.
1.3. You agree to give Dialed Labs LLC the following access and that should such access not be granted, Dialed Labs LLC will not be held responsible for meeting any agreed upon targets;
1.3.1 You grant authority to submit the website pages being promoted to search engines.
1.3.2 Dialed Labs LLC will have the ability to optimise the structure and content of clients’ web pages. Such changes generally have a minimal visual impact. Dialed Labs LLC will work directly with You in order to maintain the original look and feel of your website.
1.3.4 You must inform webmasters or anyone else who has access to the Website that Dialed Labs LLC are performing SEO services on the site.
1.3.5 You must allow implementation of all optimisation strategies on Your website.
1.3.6 You are responsible for ensuring that your website is always active and accessible.
1.3.7 You must provide Dialed Labs LLC admin access to your website if requested.
1.3.8 You grant authority to Dialed Labs LLC to build links to your website.
1.3.8 You grant authority to Dialed Labs LLC to edit your existing website content, which can involve changing formatting, adding additional content, or removing content. You
1.4. Any SEO work that Dialed Labs LLC undertakes may be detrimentally affected if You have:
1.4.1 Employed the services of another SEO Company or any other related company to work on the website during the same period, or
Employed the services of a search engine submission company during the same period, or
1.4.2 Created any duplicate sites, duplicate content or pages, redirects or doorway pages, or
1.4.3 Requested or exchanged links with link farms or undertaken any spamming techniques which may harm the website’s ranking with Google, or
1.4.4 Attempted to use any other techniques, whether allowed by Google or not, to attempt to increase the SEO ranking of the site, or
1.4.5 Any other additional SEO or SEO related activity.
1.5. Dialed Labs LLC will not be held responsible for reaching any agreed upon targets if You have attempted to complete any of the above listed tactics (see 1.1)
1.5.1 To that effect Dialed Labs LLC requests that You inform Dialed Labs LLC in writing if any of the above has been undertaken either currently or prior to the appointing of Dialed Labs LLC. If any such work has been undertaken Dialed Labs LLC will not be held responsible for any agreed targets or guarantees and in such circumstances and Dialed Labs LLC reserves the right to withdraw its obligations to the client.
1.5.2 It is agreed and understood that any activities undertaken by You (or by any third party on Your behalf) which is in relation to or similar to the Works, including without limitation any modification of the Works or the Your website or the use of or inclusion of any third party product or service which might relate to the Works shall interfere with the provision of the Works by Dialed Labs LLC and affect the results, outcomes and positions in search engines. All such things should be discussed with Dialed Labs LLC prior to implementation and You shall not implement the same without the prior written consent of Dialed Labs LLC.
1.5.3 Dialed Labs LLC may make void any campaign and render all of the outstanding balance payable should it be discovered that You have participated in actions considered undesirable (spamming) by the search engines, such as hidden links, links to link-farms, FFA link pages, redirect or cloaking techniques, submissions the web pages of the site to the search engines, search directories or other websites without the consent of Dialed Labs LLC, used automated website submission software or automated reciprocal link programs.
1.6. Dialed Labs LLC may provide hosting advice and will not be held liable for not achieving agreed upon goals in the event that such advice is not taken.
1.6.1 The Client agrees that their website is not hosted on free webspace using domain forwarding (either framed or otherwise).
1.6.2 In cases where there is either concern that the current hosting IP address may be part of a ‘bad neighbourhood’ or for reasons of optimisation, Dialed Labs LLC may request the client to change hosting provider.
1.6.3 In cases where the current hosting performance is an impediment to satisfactory website load speeds, Dialed Labs LLC may request the client to change hosting provider.
1.7. Dialed Labs LLC cannot be held responsible for problems or additional costs arising due to any errors made by third parties, or failure to maintain a current copy of your own website.
2. Intellectual Property
Except as expressly stated elsewhere in this Agreement, this Agreement does not grant You any rights in the SEO service and all rights are reserved by Dialed Labs LLC. You acknowledge and agree that the SEO service and procedure, the names and logos of Dialed Labs LLC and all related product and service names, are the sole and exclusive property of Dialed Labs LLC and its affiliates.
3. Fees and Payment
Fees will be billed in advance on either a one-off basis or a Monthly cycle in US dollars for Services based on the option You choose during check out. The Fees are based on the package you select. You are responsible for reviewing the Fee Schedule from time to time and remaining aware of the Fees charged by Dialed Labs LLC. The Fee Schedule, for standard subscriptions and other services, is subject to change at any time at Dialed Labs LLC’s discretion. Dialed Labs LLC will notify you in writing prior to the effectiveness of any change to the Fee Schedule. In many cases, existing subscribers will be able to retain current pricing for 12 months, but that is also at Dialed Labs LLC’s sole discretion.
4. Responsibilities and Restrictions
4.1. This is an Agreement for Services, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services (“Software”); remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software.
Unless you are expressly authorised by Dialed Labs LLC, you may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with the Services or the Software. Violation of these restrictions may result in the termination of this Agreement.
4.2. You acknowledge and agree that the Services and the Dialed Labs LLC company names and logos and all related product and service names, design marks and slogans, are the property of Dialed Labs LLC or its affiliates or suppliers (collectively, the “Marks”). You are not authorised to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of Dialed Labs LLC. Your use of the Services confers no title or ownership in the Services, the Software or the Marks and is not a sale of any rights in the Services, the Software or the Marks.
4.3. The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates United States federal, state or other laws that may apply in this jurisdiction or your local area is prohibited.
4.4. In using the varied features of the Services, you may provide information (such as name, address, contact information, and other registration information) to Dialed Labs LLC. Dialed Labs LLC may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Service, or communicate separately with you. Dialed Labs LLC will not provide information to companies you have not authorised for that purpose unless required by law or if you are terminated from Dialed Labs LLC due to unsolicited commercial email being sent from your account.
4.5. You agree to complete and return an SEO Intake Form which will include administrative access to your website within 2 weeks of signing the agreement.
5.1. Unless otherwise specified elsewhere, You may terminate this Agreement at any time by providing 30 days notice in writing. There are no refunds for any fees paid. The minimum cost of this agreement is the stated Monthly Fees or the One-Time Service Charge based on the option/s You choose. Termination will only be effective 30 days after receipt of your cancellation. If the monthly cutoff falls within the 30 day notice period, the next monthly fee will be due in full, as the agreement can only cease at midnight the day before the monthly cutoff. Unless advised in writing this agreement, the Service and the fees will continue indefinitely.
5.2. Dialed Labs LLC may terminate this Agreement or the Services, or disable your account, in each case at any time with or without cause, and with or without notice. Dialed Labs LLC shall have no liability to you or any third party because of such termination or action.
6. Warranty Disclaimer; Remedies
USE OF THE SERVICES AND ANY RELIANCE BY YOU UPON THE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. DIALED LABS LLC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND DIALED LABS LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Your exclusive and sole remedy for any failure or non-performance of the Services shall be for Dialed Labs LLC to use commercially reasonable efforts to adjust or repair the Services.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL DIALED LABS LLC OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, ACCOUNT PROVIDERS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “DIALED LABS LLC”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF DIALED LABS LLC SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, DIALED LABS LLC IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF DIALED LABS LLC TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
8.1. Dialed Labs LLC and You agree that the Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
8.2. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
8.3. No partnership, agency, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind Dialed Labs LLC in any respect whatsoever.
8.4. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and solicitors fees.
8.5. It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the state of Wyoming, without regard to the jurisdiction in which any action or special proceeding may be instituted.
8.6. You accept that if you do not provide Dialed Labs LLC with administrative login details of your website the performance of the service will be adversely affected as this forms an integral part of the success of the service.