These Terms of Service are effective as of May 28th, 2011, for current users, and upon acceptance for new users.

This Agreement is entered between (“the Client”) and Local SEO Company

1. Engagement: Subject to the terms and conditions of this Agreement, the Client hereby engages Local SEO Company as a consultant to perform the services set forth as part of this agreement, and Local SEO Company hereby accepts such an engagement.

2. Duties and Compensation: Duties and compensation of this engagement shall be set forth in the proposal provided verbally, or by signing up on our web site, which may not be amended unless in writing and accepted by Local SEO Company. Local SEO Company begins work immediately upon the execution of this agreement and holds the client responsible for complete payments on a timely manner. Local SEO Company monthly fees are automatically billed to the credit card on file at the start of the project.

4. Local SEO Company Bronze/Silver/Gold/Platinum Services Duration and Termination: This engagement shall commence upon execution of this agreement and shall continue and remain in effect as outlined in the original signed proposal.  The Client must give a 30 day notice of cancellation to end service after the completion of the initial term outlined in the signed proposal. Any payment due within the 30 day cancellation period will be billed in full.

6. Payment, Financial Agreement, Refund Policy, Credit Card, Payment Reversals – Client acknowledges and agrees that all financial information given to Local SEO Company (e.g., credit card, electronic debit information, etc.) is true and lawfully theirs to and that Local SEO Company is reasonably relying on said representations in entering into this Agreement and providing its products and/or services. Client acknowledges that all payments are due in advance of any services to be performed and that Local SEO Company maintains a “NO REFUND POLICY” for any services. In the event that Client charges back, reverses, dishonors any payment to Local SEO Company, incurs any additional charges as provided for in this Agreement, an interest at the rate of 9% per annum or at the highest legal rate (whichever rate is lower) will be assessed on the full amount due, until said amount is paid in full. Client understands that Local SEO Company prides itself on protecting consumer’s financial privacy and safety. Local SEO Company will prosecute to the full extent of the law for any fraudulent financial information given to it.

7. Unenforceability of Provisions: If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

8. Default or Breach by Client; Fees & Costs; Preemption – Client defaults on or otherwise breaches any of the terms, conditions, covenants and/or warranties contained in this Agreement, Client agrees to compensate Local SEO Company for any and all damages arising thereof, including but not limited to actual damages, consequential damages and economic losses. Furthermore, Client agrees Local SEO Company shall be entitled to recover all reasonable fees, expenses and/or costs (including attorney’s fees, in-house counsel costs, court costs, expenses and other costs) incurred in attempting to collect payment from Client or in enforcing this Agreement against Client, to the extent not prohibited by applicable law.

9. Indemnification and Liability – Client agrees and acknowledges that it shall hold Local SEO Company (including but not limited to all its employees, officers, shareholders, directors, agents, attorneys, vendors, affiliates, subcontractors, its parents, subsidiaries, suppliers or contract employees) harmless from any liability, loss, claims, and/or expenses related to any or all provided services.

10. Liability – Local SEO Company will not be liable for, nor limited to the following, as any of these pre-existing conditions may harm your results: duplicate domain names or websites, re-directing URL’s, previous SEO actions both on and off the website, previous link popularity or link farm efforts, previous trouble (site being banned) with or by any search engine(s),any other effort(s) that would harm or hinder our results, whether previously, or incurred presently or in the future after acknowledgment the agreement with Local SEO Company. Local SEO Company is not liable for the results or any outcome of this engagement. Also, if there are any modifications to the work performed by Local SEO Company, without prior written consent is considered a breach of this agreement. Local SEO Company is also not liable or responsible for acts of God or other force major actions.

Local SEO Company Optimization Services

1. Keywords – Keywords must be finalized by the Client within 7 days of acknowledgment of this agreement. Failure to finalize the optimization keywords within 7 days will result in Local SEO Company finalizing the keyword list on behalf of the Client. Any modification to the time frame and keyword list can only be altered if mutually agreed upon in writing, by both parties.

2. Search Engines – Search Engines are their own separate entities, they can change placement and/or ranking results at any time, for which, Local SEO Company will NOT assume any liability. Further, Local SEO Company will not assume any liability for copyright infringements for keywords/phrases chosen by the client used in the optimization or on the pages uploaded to the client’s website or used in our link popularity networking. The client must also inform Local SEO Company as to the existence of such infringements, in writing.

3. SEO Optimization Success – Client acknowledges and agrees that there are no guarantees of success after search engine optimization. Client agrees that Local SEO Company shall not be liable for clients business not yielding the results expected the after optimization of the web site. Furthermore, Client agrees that Local SEO Company does not guarantee any business success or any results thereof.
4. GPS Submit – Our service will submit your optimized business listing to all GPS companies. Some GPS devices require manual updates or upgrades so that new information can be available, Local SEO Company can’t dictate the allocated time between GPS updates.

Web Design / Development Services
1. Project Plan – Local SEO Company shall deliver the Project Plan as outlined in the provided proposal. Customer shall have five (5) days to review and comment upon the Project Plan. Upon approval of the Project Plan by Customer, Local SEO Company shall immediately commence development of the Web Site in conformance with the Project Plan.
2. Changes in Project Scope – If at any time following acceptance of the Project Plan, Customer should desire to change the specifications or other elements of the Project Plan, Customer shall submit to Local SEO Company a written proposal specifying such changes. Local SEO Company shall evaluate each such proposal and shall submit to Customer a written response within five (5) working days following receipt thereof. Local SEO Company response shall include a statement of the availability of personnel and resources, as well as the effect the proposed changes will have on the price, delivery dates or warranty provisions of this Agreement.
3. Acceptance Testing – Once the client approves the site, content and design, the site will be considered live. At that point no additional content can be added to the clients site. Client shall have seven (7) days to further inspect, test and evaluate the Web Site for content related errors or programming errors. If the client finds any problems, they are to notify Local SEO Company via email stating the corrections that need to be made. Local SEO Company will have 2 days from the receipt of the email to correct the deficiencies. The Client then has an additional seven (7) days to inspect, test and reevaluate the Site.
4. Location of Web Site – Local SEO Company does not host client websites. In the event that the Client requires assistance in purchasing hosting for the website, Local SEO Company will provide referrals to third party hosting services.
5. Rights to Work Product – Local SEO Company hereby acknowledges that the Deliverables and any other documentation, materials or intellectual property hereunder (collectively, the “Work Product”) are works which have been specially commissioned by Customer and are “work made for hire” for Customer and Customer shall own all right, title, and interest therein. Customer shall be considered the author of the Work Product for purposes of copyright and shall own all the rights in and to the copyright of the Work Product and, as between Customer and Local SEO Company, only Customer shall have the right to obtain a copyright registration on the same which Customer may do in its name, its trade name or the name of its nominee(s). Accordingly, among other things, Customer is the author and owner of the Work Product and shall have the sole and exclusive rights to do and authorize any and all of the acts set forth in Section 106 of the Copyright Act with respect to the Work Product and any derivatives thereof, and to secure any and all renewals and extensions of such copyrights. To the extent Local SEO Company does not own such Work Product as a work made for hire, Local SEO Company hereby assigns, transfers, releases and conveys to Customer all rights, title and interest to such Work Product, including but not limited to all other patent rights, copyrights, and trade secret rights.
6. Training – Local SEO Company shall provide no training in the use of the Web Site. Limited support via phone or e-mail will be available to Customer for 30 days following acceptance of the Web Site. “Limited support” shall include instructions to access, alter, and maintain the Web Site using software and/or technology purchased by Customer. Local SEO Company is not responsible for providing software and/or technology to Customer.
7. Assignment. Either party may assign or subcontract its rights or obligations under this Agreement without the prior written consent of the other party.

Pay Per Click Services

1. Business Assessment – client will need to provide the required information and access to the business in order for Local SEO Company to complete the initial business assessment.

2. Keyword Research – An initial targeted keyword list must be provided by client to Local SEO Company in order to initiate the keyword research and provide an estimate of the Cost Per Click (CPC). The initial keyword list will also be used to research additional keywords required to achieve optimal CPC, quality score, customer base and the targeted market by the client in order to achieve the overall internet marketing objective.

3. Ad Copy writing – Local SEO Company will create as many ads as necessary to increase CTR and conversions. Local SEO Company will not require the approval of Client to create ads unless a separate arrangement is agreed upon. Client will need to determine if ad approval is required during the signing of the agreement before an ad can be included in a campaign.

4. Review Budget – Client is required to provide Local SEO Company with the initial budget amount for the overall PPC campaign. If more than one PPC service is used, Client will need to provide how the overall budget is to be distributed across the number of PPC services. The agreed upon budget amount may have a variance of up to 20% on any given day from the set daily budget. PPC systems may deliver up to 20% more ads than your daily budget calls for. This helps make up for other days in which your daily budget is not reached. However, you’ll never be charged more than your average daily budget over the course of a month.

5. PPC Providers – As PPC advertising providers and search engines are their own separate entities, keywords being bid on can change ad placement and/or cost at any time, for which, Local SEO Company will NOT assume any liability. We will however report any major fluctuations in ad placement and cost for specific keywords to Client in order for Client to make the required decision to alter the budget or price for the keywords. Further, Local SEO Company will not assume any liability for copyright infringements for keywords/phrases chosen by the client used in the PPC campaign or on the pages on to the client’s website.

6. PPC Provider Fees – PPC management fees don’t include the actual PPC click fees charged by PPC advertising providers such as Google Adwords, MSN AdCenter or Yahoo Publishing. PPC management fees and PPC advertising provider fees are two different costs; the PPC management pricing included in the proposal is only for PPC management and does not include PPC advertising provider costs which are billed separately and directly to Client by the PPC advertising provider.

Termination Of Service Duration and Termination: This engagement shall commence upon execution of this agreement and shall continue and remain in effect as outlined in the original electronically signed proposal. The Client must give a 30 day cancelation notice after the initial agreement term by providing a written letter, fax, or email.  Any payment due within the 30 day cancellation period will be billed in full.