OxSEO will provide Digital Services utilizing such skills and abilities for the tasks described in the Statements of Work (SOW) to be executed by OxSEO. All such Services shall be provided by OxSEO in accordance with the following Terms of Service (ToS) and the applicable SOW.

Search Engine Optimization (SEO) means the configuration, programming and implementation of code and content to improve websites’ indexing profile within search engines and increase overall visibility for the content producers brand and business objectives.

Search Engine Marketing / Pay Per Click advertising (PPC/SEM) means the utilization of auction based advertising systems embedded within the search engines that allows advertisers to deliver limited text, image, video messages matched to words and phrases entered by the search engine users in the hopes that the users will click on the advertisement leading them to the advertisers site.

Social media optimization (a.k.a. SMO) is the process of optimizing your company’s social role on the web in order to increase business, boost sales, and enhance visibility, traffic, and overall web presence.

The SOWs between you and OxSEO are governed by the following ToS.

1. Content of your relationship with OxSEO

1.1. This document is the overarching agreement governing the relationship between you (“THE CLIENT”) and OxSEO (15 Parry Close, Oxford, Oxfordshire, UK, OX3 0HY). It is to be completed by precise Statements of work, which detail the scope of the services to be rendered by OxSEO, describing the deliverables and requirements.

1.2. These ToS contain the entire agreement of the parties and supersedes all prior discussions, agreements and understandings of any nature. In the event of a conflict between the terms of these ToS and the terms of other agreements between the parties, this agreement shall prevail. In the event of any conflict between these ToS and any Statement of Work, the terms in the Statement of Work shall prevail These ToS may not be changed or modified, except by an agreement in writing signed by both of the parties.

2. Professional services and Statements of Work

2.1. OxSEO agrees to provide the services set forth in each SOW which shall (1) be signed by the parties, or approved per email, and (2) be deemed to incorporate all of the terms and conditions set forth herein. In the event of any conflict between the terms and conditions herein and those in any SOW, the terms and conditions in the SOW shall prevail.

2.2. Each SOW shall, to the extent applicable, contain: (1) a description of the project and the services to be purchased by the THE CLIENT; (2) a description of the tasks to be performed by OxSEO and any third party; (3) a description of the deliverables, if any, to be produced by OxSEO; (4) the schedule for completion of each deliverable and/or stage of the project; and (5) the fees to be paid by THE CLIENT and a schedule for payment.

2.3. Incremental Work within existing accounts already formalized by an existing SOW can be appended using a SOW Change Request in the form of an email in the event that the incremental work does not change the scope of the SOW that is already in place for that account. OxSEO may at its sole discretion accept or reject a Change Request and shall notify THE CLIENT via email.

3. Payment to OxSEO

3.1. OxSEO shall invoice the THE CLIENT for fees due pursuant to the payment schedule set forth in the applicable Statement of Work. THE CLIENT shall pay the invoices no later than 30 days after invoice receipt. Otherwise, a monthly interest rate of 2% (26.8% per year) is due. Furthermore, thereafter, OxSEO shall have the right to stop providing services.

4. Confidentiality

4.1. “Confidential Information” as used herein means information identified as such by either party or information that, under the circumstances, ought to reasonably be treated as confidential. “Confidential Information” shall include, but not be limited to, technical information, market research, membership data, analyses, studies, developments, processes, present and/or future product information, pricing information, business plans or other documents, information and materials that contain or reflect such information.

4.2. Neither party shall disclose to a third party Confidential Information of the other party. The receiving party shall use the same degree of care as it uses to protect the confidentiality of its own confidential information of like nature, but no less than a reasonable degree of care, to maintain in confidence the Confidential Information of the disclosing party.

4.3. The foregoing obligations shall not apply to any Confidential Information that: (i) can be demonstrated to have been publicly known at the time of the disclosing party’s disclosure to the receiving party; (ii) becomes part of the public domain or publicly known, by publication or otherwise, not due to any unauthorized act or omission by the receiving party; (iii) can be demonstrated to have been independently developed or acquired by the receiving party without reference to or reliance upon such Confidential Information, as evidenced by the receiving party’s written records; (iv) is provided to the receiving party by a third party who is under no obligation to the disclosing party to keep the information confidential; or (v) is required to be disclosed by law, provided that the receiving party takes reasonable and lawful actions to avoid and/or minimize such disclosure and promptly notifies the disclosing party so that the disclosing party may take lawful actions to avoid and/or minimize such disclosure.

5. Intellectual property

5.1. To the extent that any of the services rendered by OxSEO under these ToS result in OxSEO’s creation of any works, including, but not limited to, textual, source code, audio or visual works, the rights to each such work shall be deemed to be OxSEO’s, unless it is expressly agreed otherwise.

5.2. Under such circumstances, OxSEO gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the said work.

6. Nature of your relationship with OxSEO

6.1. In rendering the Services, OxSEO shall be acting as an independent contractor and not as an employee or agent of THE CLIENT. OxSEO and its employees and consultants shall have no claims or rights to receive or participate in any employee benefit plans or arrangements of THE CLIENT. THE CLIENT agrees not to solicit or hire any of OxSEO employee or consultant for a period of one year following the termination of these ToS. Otherwise, THE CLIENT agrees to pay a penalty of $5,000 for any type of solicitation, directly or indirectly. A further penalty of $1,000 per day will be paid to OxSEO for each employee or consultant that THE CLIENT has hired in violation of these ToS. As an independent contractor, OxSEO shall have no authority, express or implied, to commit or obligate THE CLIENT in any manner whatsoever, except as specifically authorized from time to time in writing by an authorized representative of THE CLIENT, which authorization may be general or specific. Nothing contained in these ToS shall be construed or applied to create a partnership or joint venture.

6.2. The Company agrees that OxSEO’s engagement does not prevent it from providing future services to clients adverse to it.

7. Warranties

7.1. THE CLIENT agrees to hold harmless and indemnify OxSEO (including its officers, employees and agents) against all claims, damages and costs (including reasonable lawyer’s fees and disbursements) arising out of these ToS, except for such claims, damages and costs resulting from any actions or omission by OxSEO constituting negligence, fraud, unlawful conduct or a breach of the terms of these ToS.

7.2. In any action, claim, loss or damage arising out of the provision of the services, the parties agree that:

* OxSEO’s liability will be several, not joint and several, and THE CLIENT may only claim payment from OxSEO of its proportionate share of the total liability based on degree of fault;
* Under no circumstances will OxSEO be liable to THE CLIENT for damages in respect of any incidental, punitive, special, indirect or consequential loss, even if OxSEO has been advised of the possibility of such damages including, but not limited to loss of profits, revenues, data or business opportunity; and
* OxSEO total liability to THE CLIENT for any claim arising out of the performance of these ToS will in no event exceed total fees paid to OxSEO.

8. Length & Termination

8.1. This agreement is valid for a period of one year following the date of the first invoice. This agreement may be terminated after the first 90 days of a SOW by either party upon 30 days written notice (1) after an increase in the allocated budgets, or (2) if a party fails to perform and remains in breach of a material provision for more than 10 days following a written notice to that effect.

9. Dispute resolution

9.1. These ToS, and the rights and obligations of the parties hereunder, shall be governed by the laws of the Province of Quebec, notwithstanding any conflict-of-law doctrines of any jurisdiction to the contrary. Each party irrevocably and unconditionally agrees that any suit, action or other legal proceeding arising out of or relating to these ToS, including preliminary or permanent injunctive relief or other equitable relief, shall be instituted exclusively in the District of Montreal. Any judgment entered in such courts may be enforced against either party in any court of competent jurisdiction.

9.2. If any part of these ToS is held to be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of these ToS.

10. Publicity and Press Release

10.1. OxSEO and THE CLIENT acknowledge that the other party may desire to use such other party’s name, logo or website in customer lists, press releases, product brochures and financial reports indicating that they are a customer or service provider of the other. Within 90 days of this agreement, a press release jointly announcing OxSEO’s arrangement with THE CLIENT shall be issued.

OxSEO Ltd.
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