SEM Service Terms

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The following terms and conditions apply to all Search Engine Marketing(SEM), Search Engine Optimization (SEO), Pay-Per-Click (PPC) and Directory Listing projects.

Last Updated:  10-12-2017

This Search Engine Marketing and Reporting Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all Search Engine Marketing and Reporting Services (hereinafter collectively referred to as “SEM Services”) ordered by Client.

  1. In an effort to remain current with the ever changing technology world, we reserve the right to change these terms and conditions at any time without notice. Please check back often to ensure you are aware of any updates or changes to these terms.
  2. Term and Termination – This Agreement shall be effective as of the time frame Client signs up for SEM Services. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by The Manna Group (i) immediately if Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate with The Manna Group or hinders The Manna Group’s ability to perform the SEM Services hereunder.
  3. SEM Services – The Manna Group agrees to provide Client with SEM Services as described in this Agreement. The Manna Group is authorized to use the specific keywords and/or phases provided by Client for development, improving the ranking of, and/or positioning the contents of the Client’s URL(s) in search engines and/or directories. SEM Services are intended to provide the Client with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEM Services generally include:
    1. Research keywords and phrases to select appropriate, relevant search terms.
    2. Submit the Client’s pages to relevant online directory services.
    3. Submit Client’s pages to search engines and directories as set forth in this Agreement.
    4. Modify the title tags, meta tags, content, HTML code, URLs and other on-page factors.
    5. Create positioning reports showing rankings in the major search engines and under which keywords.
    6. PPC – Pay-Per-Click Services: create and manage Pay-Per-Click Ads with various providers.
    7. Directory Services: update, create and manage directory listings with various providers.
  4. Fees; Limitations on Refunds and Cancellation Fees – Client agrees to pay The Manna Group any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any SEM Services. THE CLIENT FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY CLIENT, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CLIENT FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO THE MANNA GROUP AS PROVIDED IN THE AGREEMENT. THE MANNA GROUP  IS HEREBY AUTHORIZED TO CHARGE CLIENT’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CLIENT TO THE MANNA GROUP.  THE MANNA GROUP IS FURTHER AUTHORIZED TO PROVIDE THE CLIENT’S CREDIT CARD FOR PAYMENT TO SERVICE PROVIDERS SUCH AS PAY-PER-CLICK AND AD NETWORKS, SO LONG AS ADVANCE NOTICE IS GIVEN TO THE CLIENT.
  5. Client Responsibilities – For the purposes of providing these services, Client agrees:
    1. To provide The Manna Group with FTP access to its websites for uploading new pages, and making changes for the purpose of SEM Services optimization or approval to go through a third party.
    2. To authorize The Manna Group use of all Client’ logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by The Manna Group for search engine positioning and optimization.
    3. That if Client’s website(s) is light in textual content, Client will provide additional relevant text content in electronic format for the purpose of creating additional web pages.
    4. Provide The Manna Group with a credit card for the purposes of paying for ad spends on the various Pay-Per-Click platforms.
  6. Search Engines – Selected search engine submissions include Google and possibly others including Yahoo, Bing, AOL and Ask.
  7. Client Acknowledgements – Client understands, acknowledges and agrees that: The Manna Group has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s website(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. The Manna Group will resubmit those pages that have been dropped from the index.Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list Client’s website(s). Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often, listings will “reappear” without any additional submissions. Should the listing not reappear, The Manna Group will re-submit the web site(s) based on the current policies of the search engine or directory in question. Some search engines and directories offer expedited listing services for a fee. The Manna Group encourages Client to take advantage of these expedited services. The client is responsible for all expedited service fees.
  8. Web Site Changes – The Manna Group is not responsible for changes made to Client’s website(s) by other parties that adversely affect the search engine or directory rankings of Client’s website(s).
  9. Additional Services – Additional services not listed herein will be provided for a fee of $120.00 per hour.
  10. Indemnification – Client shall indemnify and hold harmless The Manna Group (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by The Manna Group as a result of any claim, judgment, or adjudication against The Manna Group related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to The Manna Group (the “Client Content”), or (b) a claim that The Manna Group’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, The Manna Group must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.
  11. Disclaimer of All Other Warranties – THE MANNA GROUP DOES NOT WARRANT THAT THE SEM SERVICES WILL MEET THE CLIENT’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CLIENT. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, THE MANNA GROUP PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
  12. Limited Liability – IN NO EVENT SHALL THE MANNA GROUP BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. THE MANNA GROUP NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
  13. Client Representations – Client makes the following representations and warranties for the benefit of Manna, Client represents to The Manna Group and unconditionally
  14. guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to The Manna Group are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend The Manna Group and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to The Manna Group for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend The Manna Group and its subcontractors from any liability or suit arising from the use of such elements. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend The Manna Group and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.
  15. Confidentiality – The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, The Manna Group and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
  16. Force Majeure – Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
  17. Relationship of Parties – The Manna Group, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of The Manna Group, whether by regulation or contract. In no way is The Manna Group to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
  18. Notice and Payment – Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered or Express mail, return receipt requested or by Federal Express. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
  19. Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of New Jersey, in the county of Burlington. All disputes under this Agreement shall be resolved by litigation in the courts of the State of New Jersey, in the county of Burlington including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
  20. Agreement Binding on Successors – The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
  21. Assignability – Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of The Manna Group. The Manna Group reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
  22. Waiver – No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
  23. Severability – If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
  24. No Inference Against Author – No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
  25. Disputes – Client and The Manna Group agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Burlington County, New Jersey and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of New Jersey sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of New Jersey or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.
  26. Read and Understood – Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.

 

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