Webwisemedia.com

Local Business Listing Enhancement

Terms. Web Wise Media (“WWM”) will update Client’s local business listing with Applicable Search Engines. During the Initial Contract Term, Client may submit up to two (2) business listing updates via email to WWM. Client hereby agrees that all of the information provided to WWM will be current and accurate. Client understands that each update may take from ninety to one hundred and twenty (90-120) days to take effect across our entire search network.

Initial Contract Term is one (1) year. Except as stated in this paragraph, below, WWM will automatically renew Client’s business listing enhancement at the end of the Initial Contract Term for the same rate as stated in the purchase agreement at the time of sign up. There will be no automatic renewal if (a) Client requests in writing that no renewal is to take place or (b) WWM intends to increase Subscription Cost for the renewal term, as compared to the previous term, in which case renewal shall take place only if Client specifically accepts the new rate.

WWM will use the same form of payment, submitted herewith, for the future renewals unless the Client provides an alternate or updated form of payment.

Limitation of Liability WWM shall not be liable for any errors or omissions in any content placed on the internet. WWM will also not be liable for any delays in service contemplated by this Agreement due to act of God, action by any government entity, transportation, strike, network difficulties, electronic malfunction, etc. or any feasibility, reliability, or effectiveness related to WWM. In no event will WWM be liable for any failure, disruption, downtime, disconnection, interruption, miscalculation, delay, inaccuracy, or any other nonperformance related to WWM. WWM is not liable for any unlawful, fraudulent, or misleading action or statement made by its independent sales agents or any company, for which WWM is a reseller. If injured by such third parties, Client agrees to seek recourse solely against them and shall keep WWM free from any liability claimed against them.

Mutual Indemnification Each party shall indemnify, defend and hold harmless the other party, other party’s subsidiaries and affiliates, and the respective partners, agents, officers, directors and employees of each of the forgoing, from and against any loss, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys fees and expenses), whether incurred to third party claims or otherwise, arising or resulting from or caused by (i) any negligent act or omission or willful misconduct of either party or any consultant or engineer retained by either party, or any of its or their partners, directors, officers, employees, or agents; (ii) any breach or default by either party in the performance of any of its obligations under this Agreement; (iii) any breach of any representation, warranty, covenant or agreement by either party; or (iv) any transactions with Users, including without limitation any purchases by such Users of products or services sold on the Website.

Arbitration In the event of any disputes or breaches, the complaining party shall notify the other party in writing. The offending party shall have 30 days to cure the breach to the complaining party’s satisfaction. In the event that a material breach is not cured within the cure period, the complaining party shall have the right to terminate the Agreement. Any controversy or claim relating to this contract or breach thereof, unless otherwise settled by agreement of the parties, will be settled by binding arbitration in accordance with Commercial Arbitration rules of the American Arbitration Association exclusively in the State of California, and judgment on the arbitrators award may be entered in a California Court having jurisdiction thereof. Should this arbitration provision be found unenforceable for any reason, all litigation arising out of this Agreement shall take place exclusively in Los Angeles Superior Court or United States District Court, Central District Court (as the case may be).

Attorney fees and collection costs. Should Client fail to make any payments per invoice attached hereto or charge-back or seek to reverse any previous payments, WWM shall have the right to recover any and all collection costs, as well as all attorney fees and costs of incurred in any legal proceeding, whether arbitration or not.

Entire agreement. This is the entire agreement of parties with respect to subject matter set forth herein. All prior statements, communications, or representations, written or verbal, by any agent of WWM or Client are hereby superseded in their entirety. WWM and Client acknowledge that the only documents incorporated into this Agreement are: (a) the attached Invoice, (b) Agreement Definitions, and (c) such other documents as may be executed contemporaneously with this Agreement.

Natural Search Engine Optimization – Optimal Exposure

Terms. Web Wise Media (“WWM”) will provide to Client with Natural Search Engine Optimization (“Optimization”). During the Initial Contract Term, dependent upon the correct SEO package as noted on the attached purchase agreement, Client shall be entitled to suggest twenty-five (25) second tier targeted relevant Keyword phrases for the 25 Keyword Optimal Package. Client shall be entitled to suggest thirty-five (35) second tier targeted relevant keyword phrases for the 35 Keyword Optimal Package. Client shall be entitled to suggest fifty (50) second tier targeted relevant keyword phrases for the 50 Keyword Optimal Package. WWM will assist Client in selecting appropriate Keywords by examining the content and business model of the Client’s website and using proprietary Keyword-selection tools.

WWM will achieve at least twenty-five (25) 1^st page search engine placements guaranteed for the 25 keyword Optimal Package.

INITIALS: _______/_____

WWM will achieve at least thirty-five (35) 1^st page search engine placements guaranteed for the 35 Keyword Optimal Package.

INITIALS: _______/_____

WWM will achieve at least fifty (50) 1^st page search engine placements guaranteed for the 50 Keyword Optimal Package.

INITIALS: _______/_____

We guarantee that one of the major search engines will be either Yahoo or Google. We will use the provided keywords as a guideline of importance to the clients business. WWM submission process is performed in strict accordance with anti-spam guidelines established by search engines.

The first major search engine placements shall be completed within eight (8) – sixteen (16) weeks after correct placement of the SEO code on the Client’s website provided that the client does not make any alterations to the optimized code. If the client’s URL has been registered for less than twelve (12) months, attaining the guaranteed keywords and placements may take longer then the initial six (6) months. WWM strongly advises that a 12 month commitment is helpful in attaining the promised 1^st page rankings for our full SEO service due to some of the search engines difficulties and time consuming processes achieving first page results.

The first placement report, demonstrating placement and performance of Keywords, will be issued to Client within commercially reasonable time after the first search engine placements have been achieved.

The placements of Keywords described above are guaranteed; if WWM fails to make said placements, Client may obtain a prorated refund of its fees. Under no circumstances, however, shall the initial set-up fee of $795.00 be refunded to the Client.

Payment. If purchasing by credit card, charge card or by check, Client permanently and irrevocably waives any and all right to cause a charge-back (i.e. a disputed, reversed or contested charge) or a stop payment against this purchase for any reason whatsoever against WWM, if WWM has fulfilled this contractual obligation to the client. Client acknowledges that all such disputes shall be resolved pursuant to the Arbitration procedures described below.

INITIALS: _______/_____

Other duties and disclaimers. It is the client’s responsibility to disclose in writing any current first-page placements and keywords before WWM begins any optimization work. WWM will not be liable for non-positioning and non-delivery of placements and positioning if WWM is not given access to add the necessary code onto client’s website via correct and accurate FTP access. WWM will add optimized code to the clients web pages as well as a link at the very bottom of the clients index page referencing WWM as the provider of SEO work for this particular website. If the client chooses to not renew the service then WWM has the right to remove any of the optimization work completed on the client’s website. In order for service to work effectively, code must be added precisely and in a timely matter. WWM is not liable for lost placements, errors or non-delivery due to changes made to code by client or client’s agents. There is a $100.00 charge to re-link Client’s website once WWM has notified Client that the code has been added and linked. If Client makes changes to its website and does not incorporate the WWM code correctly, the process of placement must start over again, thus causing a delay in the promised service delivery time, which shall under no circumstances be deemed a breach of contract by WWM. WWM cannot optimize Flash or Framed websites. If the Client has a Flash or Framed website, it is the Client’s responsibility to create, at Client’s cost, an HTML landing page. Alternative, Client may request WWM to create a landing page at the additional cost of $100.00.

Keywords. Please review the definition of “Keywords” in the Agreement Definitions attached hereto. Please specify the Keywords that you find most important to your website and that you would like WWM search engine marketing team to recognize during the optimization project. We will attempt to utilize these terms for optimization and will also redefine these terms and create additional relevant derivative keywords to utilize in the optimization process.

Opt-In Email Marketing

General Terms. Web Wise Media (“WWM”) will provide to Client’s Opt-In Bulk E-Mail Marketing service (hereafter “Service”). The service shall include delivering Client’s marketing materials to recipients of e-mails, based on custom lead lists acquired by WWM from third party provider(s). WWM may work with one or more third party provider of e-mail databases and may change such providers without notice to Client. It shall be the duty of Client to define for WWM the desired audience of Client’s marketing campaign.

Open Ratio. WWM will seek to achieve an Open Ratio of at least 20% to 25% (“Open Ratio Goal”). If the Open Ratio Goal is not achieved, WWM will supply additional lists of e-mail recipients to achieve it.

Third Party Providers. WWM works only with third party providers, which present spam-free leads. While WWM seeks out providers demonstrating highest levels of business ethics, WWM cannot guarantee that the lists provided will be completely spam-free and disclaim any liability in relation thereto. Identity of third party providers is a trade secret and is therefore strictly confidential.

Cost. The cost to Client of the service described herein shall be set in the Invoice issued contemporaneously herewith.

I have read and accepted all the terms and conditions found in this Agreement and incorporated documents. By submitting this form to WWM, I am confirming that I am the authorized representative of the Client and have read and agreed to the terms and conditions as stated above. I accept the charges indicated on the attached Invoice and authorize WWM to collect these charges. I agree that payment is due and payable upon receipt.

Press Release Terms

Terms. Web Wise Media (“WWM”) will compose a press release about the clients business; the press release is usually about one (1) to two (2) pages in length and is comprised of the clients submitted information and details. The press release may take approximately seven (7) to ten (10) business days to compose and complete. WWM will distribute this press release to Online Newsgroups such as Yahoo News, Google News, MSN News and others. The actual placement of this press release within the newsgroup is not guaranteed.

Sponsored Placement Service Terms

Terms. Web Wise Media (“WWM”) will provide placement of the client’s keyword listing on the 1^st page of the major search engines included within the Yahoo network and or Google dependent upon the package chosen. The 1^st page placements will be in the sponsored results section of these search engines. The search engines included within the Yahoo network are; (Yahoo, Alta Vista, Excite, Dogpile, Webcrawler, etc…). The localized phrases or targeted keywords will result in client’s 1^st page placements and will be relevant to the client’s website. The client must provide a list of suggested keyword phrases as well as an accurate Title, Description and URL for each of the keywords. Once the client’s keywords have been activated there will be no refunds. Activation of the keywords may take up to seventy-two (72) business hours from the time of submission. There are no guarantees for positioning or ad frequency within the Sponsored Placements. The client’s keywords will remain within the sponsored results section of the Yahoo network and or Google search engines for a period of one (1) month or as specified on the purchase agreement. It is the client’s responsibility to provide WWM with notice of renewal two weeks prior to the expiration of the sponsored placements. If the renewal notice is not received in time the client may lose their sponsored keyword placements to another company.

Web Design - Terms and Conditions

Words of text supplied by the client (200-300 words per page approximate will be supplied via Email. Web pages of more than 1,200 words of text may be subject to additional fees, especially if they require a great deal of formatting.)
Examples of Style Suggestions supplied by client along with Text (1-3 example websites)
Links to external pages, will be supplied by the client.
Custom Graphics Package. Top-of-page FLASH Banner can be designed upon request for all static pages in your website.
Client is responsible for installation of WebPages on the client’s established web hosting service. All server technical issues are to be handled by client’s Hosting Company.
After completion of the project, Minor updates and changes to existing pages will be billed at an hourly rate of 45 dollars.
(6) Static HTML Web Pages will be included in this web design package. In case the client desires additional standard WebPages beyond the original number of pages specified above, the client agrees to pay We Wise Media an additional $100 for each additional web page. Graphics or photos beyond the allowed average of 2 or 3 per web page shall be billed at an additional $20 per Graphic. Where custom graphic work (beyond the scope of the "Custom Graphics Package" detailed above) is requested, it will be billed at an additional cost.

Changes to Submitted Text - Please send us your final text. Time required to make substantive changes to client-submitted text after the web pages have been constructed will be additional, billed at an additional cost.

Completion Date - Web Wise Media and the client must work together to complete the website in a timely manner. We agree to work expeditiously to complete the website no later than 20 Business DAYS from Initial Contract Approval. The completed website will be sent to a client Via Email.

If the client does not supply Web Wise Media complete text and graphics content for all web pages contracted for within four weeks of the date this contract, the entire amount of the contract becomes due and payable. If the client has not submitted complete text and graphics content within six weeks after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is completed.

Payment of Fees - Fees to Web Wise Media are due and payable on the following schedule: 80% upon signing this contract, 20% when the web pages have been constructed and proofed according to the client's original written specifications unless other arrangements have been agreed upon. The web site will be published on the World Wide Web once all monies due are paid.

Assignment of Project - Web Wise Media reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion.

Copyrights and Trademarks - The client represents to Web Wise Media and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to WWM for inclusion in web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Orlando Web Development and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.