This Search Engine Optimization Agreement (this “Agreement”) applies to the Services (defined below) that the person or entity identified on the related Order Form (“you”) is purchasing from Dominion Domains, LLC, a Virginia limited liability company (“Dominion”). By submitting an Order Form for the Services to Dominion, you agree to be bound by this Agreement and the Universal Terms of Service Agreement, which is incorporated herein by this reference.
1. Purchase of Services. On the terms and conditions set forth herein, you hereby purchase, and Dominion hereby agrees to provide during the Term (defined below), the search engine optimization services indicated on the Order Form (the “Services”), which may include: account setup review and management; keyword selection consultation; recommendation and implementation of site edits; content creation; Google, Yahoo and Bing profile creation; keyword link building; and Google Analytics and Google Search Console installation.
2. Access To Your Website. In order to perform the Services, you must provide Dominion with continuing access to your website’s content management system. Dominion will use such access only in connection with its performance of the Services. You are responsible for complying with the terms and conditions of your website platform provider, and you will ensure that Dominion’s access does not violate any such terms or conditions.
3. Content. You will have the opportunity to review new website content prepared by Dominion before it is published on your website. If, after receiving the content for review, you do not provide feedback within five (5) business days, we will publish the website content to your website. Other new content (for example offsite content for backlinks, if applicable) will be prepared and published, and you hereby authorize Dominion to publish such content, without first presenting it for your review, unless otherwise directed by you in writing. To the extent that you provide any content to Dominion for use in connection with the Services, you hereby grant Dominion a non-exclusive, worldwide, royalty-free license to use, copy, modify and distribute such content as necessary to provide the Services in accordance with this Agreement. You represent and warrant that you have all necessary rights to such content to grant the license to Dominion contained in the foregoing sentence.
4. Third-Party Sites. In order to obtain the Services, you may be asked to authorize Dominion to submit and manage your content as well as promote such content on or through third-party websites and services (“Third-Party Sites”). By authorizing Dominion to establish relationships on your behalf with Third-Party Sites, you agree to be bound by the terms and conditions applicable to such Third-Party Sites. Because of the interconnected nature of Third-Party Sites with other websites and services, content posted to Third-Party Sites may be difficult to remove. Dominion will use commercially reasonable efforts to remove your content from Third-Party Sites when directed by you to do so. However, Dominion cannot and does not guarantee that your content will be completely or partially removed from the Third-Party Sites or other websites or services.
5. Subscription Fees; Payment. You agree to pay Dominion a monthly fee in the amount indicated on the Order Form (the “Subscription Fee”) during the Term beginning on the date that you purchase the Services. Timely payment of Subscription Fees is your responsibility. Dominion has no obligation to invoice you or otherwise notify you of any upcoming payment obligations under this Agreement.
6. Term and Termination.
(a) The initial term of this Agreement begins on the date of your purchase of the Services and continues for six (6) months. This Agreement shall automatically renew for additional six (6) month renewal terms unless either party delivers written notice of its intent not to renew this Agreement at least thirty (30) days in advance of the expiration of the then-current term (the initial term and each renewal term, the “Term”).
(b) Within thirty (30) days of Service initiation, Dominion may elect to terminate the Services and this Agreement for any or no reason by giving you notice. Thereafter, Dominion may suspend and/or terminate the Services and this Agreement at any time for cause, which, without limitation, includes (i) the filing of any petition or the commencement of any proceeding by or against you for any relief under any bankruptcy, insolvency or similar laws, (ii) your insolvency, (iii) the making by you of a general assignment for the benefit of creditors, (iv) failure to respond to inquiries from Dominion for over fifteen (15) calendar days, (v) any material breach by you of this Agreement or (vii) your use of the Services in a manner that subjects Dominion to any claim that Dominion has violated any third party’s rights or acceptable use policies, including, without limitation, the transmission of unsolicited email or the violation of any third party intellectual property right or other right. No refund will be made when there is a suspension or termination of Services for cause.
(c) At any time and for any reason or no reason, Dominion may at its option terminate the Services and this Agreement by giving you thirty (30) days’ notice of termination via mail or email, at Dominion’s option. In addition, Dominion may immediately terminate this Agreement in the event that any third party service provider alters its relationship with Dominion in a way that materially impacts Dominion’s ability to provide the Services.
7. Legal Requirements. You acknowledge and agree that you are solely responsible for complying with all requirements applicable to you, your website or your content, including, without limitation, requirements imposed by law, professional or business regulatory body, or contract. If you are prohibited by law, professional or business regulatory body, or contract from making certain statements on your website, it is your responsibility to inform Dominion of such limitations and confirm your website complies with each requirement. Dominion will have no liability to you for losses arising out of or incurred in connection with a failure to comply with any of the foregoing requirements.
8. Indemnification. In addition to the indemnification obligations set forth in the Universal Terms of Service Agreement, you agree to indemnify, defend, and hold harmless Dominion and its affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys’ fees and expenses), arising from or relating to (a) your, your content’s or your website’s defamation of a third party, infringement or misappropriation of any third party intellectual property right or other violation of law or (b) any violation of the terms and conditions of any Third-Party Site by you or anyone using your account.
9. Disclaimers. IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE UNIVERSAL TERMS OF SERVICE AGREEMENT, DOMINION (a) MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO YOU BY OR ON BEHALF OF DOMINION (INCLUDING ANY REPORTING, ANALYTICS AND SIMILAR INFORMATION); AND (b) CANNOT AND DOES NOT GUARANTEE SPECIFIC PLACEMENT FOR ANY SPECIFIC KEYWORDS OR KEY PHRASES, NOR THE EFFECT OF THE SERVICES ON SEARCH ENGINE PLACEMENT GENERALLY.
10. Amendment. Dominion reserves the right to amend this Agreement from time to time by giving you notice via your email address of record. If you do not agree with any such amendment to this Agreement, your exclusive remedy is to cancel your Services. Your continued use of the Services following notification of an amendment indicates your consent to the amended Agreement. Unless otherwise specified by Dominion, any such amendment binds you (a) thirty (30) days after Dominion notifies you of the amendment, or (b) immediately, if such amendment is required by law or a third party service provider necessary for the provision of the Services.
11. Entire Agreement. This Agreement (including the Universal Terms of Service Agreement) constitutes the entire agreement of the parties hereto, and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, with respect to the subject matter hereof.
12. Survival. In addition to your accrued payment obligations and your representations and warranties hereunder, Sections 6 to 12 of this Agreement will survive any expiration or termination of this Agreement. Further, the terms and conditions of the Universal Terms of Service Agreement will survive any expiration or termination of this Agreement.
BY EXECUTING AND/OR SUBMITTING THE ORDER FORM, THE PARTIES INTEND TO BE BOUND BY THIS AGREEMENT AND CONSENT TO THE USE OF THE SIGNATURES TO THE ORDER FORM (INCLUDING ANY DIGITAL SIGNATURES) AS PROOF THEREOF.
[END OF SEARCH ENGINE OPTIMIZATION AGREEMENT – UPDATED MARCH 2018]