This SEO Service Agreement (“Agreement”) is by and between MaxPapa and you, and your heirs, assigns, agents and contractors (collectively, “Client” or “You” or “Customer”) and is made effective as of the date of execution. This Agreement sets forth the terms and conditions of Your use of MaxPapa ´s search engine optimisation (“SEO”) service represents the entire Agreement between You and MaxPapa concerning the subject matter hereof. By using MaxPapa ´s SEO service, You acknowledge and agree that You have read, understood, acknowledged and agreed to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies, including, but not limited to, the Universal Terms of Service that MaxPapa may establish from time to time.
1a. The SEO Service
MaxPapa currently provides the SEO service to its customers on a monthly subscription model based on the level of support and on-going optimisation that is required. MaxPapa shall provide You its SEO service that is aimed, but not guaranteed, to optimise pre-defined keywords and phrases, however, You agree to abide by the terms and conditions set forth herein and in each of MaxPapa policies and procedures, as may be amended by MaxPapa from time to time.
1.1. The SEO service is not guaranteed, but will be performed to the best of MaxPapa knowledge and ability;
- You should be satisfied once you have chosen to engage MaxPapa to implement the SEO service by examining MaxPapa experience and previous work that MaxPapa has the requisite knowledge and ability to implement the SEO service for You.
- Your website’s ranking and or your Google my business page with a particular Search Term will rely on both the relevancy of that term on your pages, the popularity of that term on other websites and the relevance of the back-links to your website to the search term.
- Although Google’s results are displayed on other search engines, the work that is carried out by MaxPapa is aimed at increasing visibility and boosting ranking on Google, BING and Yahoo!. It is not possible to give a 100% guarantee for any specific result on any search engine, nor can MaxPapa quantify the level of increased traffic or sales, as a result of the SEO campaign.
- No guarantees will be given as to a Your website’s ranking as the search engines change their ranking algorithms on a regular basis and new sites and competitor sites may be being optimised and submitted continually. It is possible for Your website’s rankings to go backwards, if this were to happen, no liability will be on MaxPapa and no refunds or discounts given.
- SEO deliverables are to improve Your website rankings and / or Your Google My business page on the keywords selected &/or close variations of these phrases. In some cases it may not be possible to improve rankings on certain keyword phrases and in this case MaxPapa will select the closest relevant keyword phrases to optimise.
- SEO process takes at least 2-6 months to show some significant effect. During this time the client site is analysed and optimised within the timelines and resources specified in agreement. Achieving stable high rankings can take up to 6-12 months.
1.2. SEO reporting will commence 2 months after the that start date of the campaign and performed once per month unless otherwise agreed by the client
- Results will be based upon listings of Google only unless otherwise agreed
1.3. You agree to give MaxPapa the following access and that should such access not be granted, MaxPapa will not be held responsible for meeting any agreed upon targets;
- You grant authority to submit the website pages being promoted to search engines and directories.
- MaxPapa will have the ability to optimise the structure and content of clients’ web pages and / or Google My business. Such changes generally have a minimal visual impact. MaxPapa will work directly with You in order to maintain the original look and feel of your website.
- You must inform webmasters or anyone else who has access to the Website that MaxPapa are performing SEO services on the site.
- You must allow implementation of all optimisation strategies on their website.
- You are responsible for ensuring that your website is always active and accessible.
1.4. Any SEO work that MaxPapa undertakes may be detrimentally affected if You have:
- Employed the services of another SEO Company or any other related company to work on the website during the same period, or
- Employed the services of a search engine submission company during the same period, or
- Created any duplicate sites, duplicate content or pages, redirects or doorway pages, or
- Requested or exchanged links with link farms or undertaken any spamming techniques which may harm the website’s ranking with Google, or
- Attempted to use any other techniques, whether allowed by Google or not, to attempt to increase the SEO ranking of the site, or
- Any other additional SEO or SEO related activity.
1.5. MaxPapa will not be held responsible for reaching any agreed upon targets if You have attempted to complete any of the above listed tactics (see 1.1)
- To that effect MaxPapa requests that You inform MaxPapa in writing if any of the above has been undertaken either currently or prior to the appointing of MaxPapa . If any such work has been undertaken MaxPapa will not be held responsible for any agreed targets or guarantees and in such circumstances and MaxPapa reserves the right to withdraw its obligations to the client.
- It is agreed and understood that any activities undertaken by You (or by any third party on Your behalf) which is in relation to or similar to the Works, including without limitation any modification of the Works or the Your website or the use of or inclusion of any third party product or service which might relate to the Works shall interfere with the provision of the Works by MaxPapa and affect the results, outcomes and positions in search engines. All such things should be discussed with MaxPapa prior to implementation and You shall not implement the same without the prior written consent of MaxPapa .
- MaxPapa may make void any campaign and render all of the outstanding balance payable should it be discovered that You have participated in actions considered undesirable (spamming) by the search engines, such as hidden links, links to link-farms, FFA link pages, redirect or cloaking techniques, submissions the web pages of the site to the search engines, search directories or other websites without the consent of MaxPapa , used automated website submission software or automated reciprocal link programs.
1.6. MaxPapa cannot be held responsible for problems or additional costs arising due to any errors made by third parties, or failure to maintain a current copy of your own website.
1b. The Reputation, Reviews and Testimonial Marketing Service
1.1. The Reputation, Reviews and Testimonial Marketing service is not guaranteed, but will be performed to the best of MaxPapa knowledge and ability;
1.2. MaxPapa currently provides the Reputation Marketing service to its customers on a monthly subscription model based on the level of support that is required. The customer hires MaxPapa for the purpose of increasing the reviews of the customer online. MaxPapa will lend a specialised custom-built feedback app for the customer to collect reviews from his clients for a monthly fee.
1.3. It is the solely responsibility of the customer to ask, collect and assure that all the reviews that are submitted into the feedback app are real. MaxPapa does not take any responsibility if reviews do not come in, are not submitted or are not collected into the feedback app. MaxPapa is entitled to the full payment even in the remote case that reviews are not collected, until the client wishes to terminate the contract with MaxPapa.
1.4. The customer agrees that MaxPapa has no control over the reviews that comes via the 5starsreputation.com software. The customer guarantees that all the reviews are from real genuine clients and that all the clients have given authorization to the customer to have their reviews posted online by MaxPapa.
1.5. The customer agrees that reviews will be posted online only if the reviewers authorize MaxPapa to do so on their behalf.
1.6. For MaxPapa to be able to collect reviews and subsequentially to post reviews online on behalf of the reviewer, the reviewer must have agreed to all the terms and condition clicking the Submit button on the Feedback app form.
1.7. By clicking the Submit button on the Feedback app form the reviewer agrees and authorise:
- To have the testimonial posted anywhere online
- Verifies that the testimonial is accurate and true
- Verifies that the reviewer was not paid to submit the review
- Verifies that the reviewer and the client have read and agree to the Terms of Service on the Feedback app form
- Acknowledge that the statements made in the testimonial are true and accurate and that the opinions expressed in the testimonial or review belong to the reviewer alone.
- Understand that submitting fake or even false reviews about products or services is illegal. MaxPapa will never create or post Fake reviews.
- Intellectual Property
Except as expressly stated elsewhere in this Agreement, this Agreement does not grant You any rights in the SEO service and all rights are reserved by MaxPapa . You acknowledge and agree that the SEO service and procedure, the names and logos of MaxPapa and all related product and service names, are the sole and exclusive property of MaxPapa and its affiliates.
- Fees and Payment
3.1. Fees will be billed in advance on a Monthly cycle in your selected currency (Australian dollar) for Services. The Fees are based on the volume package you select and any excess fees from the previous billing cycle. You are responsible for reviewing the Fee Schedule from time to time and remaining aware of the Fees charged by MaxPapa . The Fee Schedule, for both standard subscriptions, set up fee and excess fees, is subject to change at any time at MaxPapa discretion. MaxPapa will notify you in writing prior to the effectiveness of any change to the fee schedule. In many cases, existing subscribers will be able to retain current pricing for 12 months, but that is also at MaxPapa sole discretion.
3.2. Where Search Engines require subscriptions in order to be registered these costs are the responsibility of the client unless otherwise stated in writing in the agreement or as published as part of the campaign that has been purchased. Where registration fees are required MaxPapa will register the clients URL with the directories used by the major search engines. The client will be responsible for these fees unless stated in writing in the agreement or as published as part of the campaign that has been purchased.
- Responsibilities and Restrictions
4.1. This is an Agreement for Services, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services (“Software”); remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software.
Unless you are expressly authorised by MaxPapa , you may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with the Services or the Software. Violation of these restrictions may result in the termination of this Agreement.
4.2. You acknowledge and agree that the Services and the MaxPapa company names and logos and all related product and service names, design marks and slogans, are the property of MaxPapa or its affiliates or suppliers (collectively, the “Marks”). You are not authorised to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of MaxPapa . Your use of the Services confers no title or ownership in the Services, the Software or the Marks and is not a sale of any rights in the Services, the Software or the Marks.
4.3. The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates Australian federal, state or other laws that may apply in this jurisdiction or your local area is prohibited.
4.4. In using the varied features of the Services, you may provide information (such as name, address, contact information, and other registration information) to MaxPapa . MaxPapa may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Service, or communicate separately with you. MaxPapa will not provide information to companies you have not authorised for that purpose unless required by law or if you are terminated from MaxPapa due to unsolicited commercial emails being sent from your account.
4.5. You agree to complete and return an SEO Proposal Form which will include details of your competition, your selection of keywords, for analysis and subsequent final approval and your FTP details within 2 weeks of signing the agreement. In the event that this is not provided MaxPapa reserves the right to start the service based on the information available on the website and on the Google my Business as is.
5.1. Unless otherwise specified elsewhere, You may terminate this Agreement at any time by providing 30 days notice in writing, however the minimum period this agreement can run is 12 months. There are no refunds for any fees paid and You are responsible to pay the total amount of fees due over the minimum 12 month period. The minimum cost of this agreement is the stated Setup Fee plus 12 X Monthly Fees . Termination will only be effective 30 days after receipt of your cancellation. If the monthly anniversary falls within the 30 day notice period, the next monthly fee will be due in full, as the agreement can only cease at midnight the day before the monthly anniversary. Unless advised in writing this agreement, the Service and the fees will continue indefinitely.
5.2. MaxPapa may terminate this Agreement or the Services, or disable your account, in each case at any time with or without cause, and with or without notice. MaxPapa shall have no liability to you or any third party because of such termination or action.
- Warranty Disclaimer; Remedies
Use of the services and any reliance by you upon the services, including any action taken by you because of such use or reliance, is at your sole risk. MaxPapa does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. the services are provided “as is” and MaxPapa disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and noninfringement.
Your exclusive and sole remedy for any failure or non-performance of the Services shall be for MaxPapa to use commercially reasonable efforts to adjust or repair the Services.
- Limitation of Liability
To the maximum extent permitted by law, under no circumstances and under no legal theory, tort, contract, or otherwise, shall MaxPapa or any of its underlying service providers, business partners, information providers, licensors, officers, directors, account providers, employees, distributors or agents (collectively referred to for purposes of this section as “MaxPapa ”) be liable to you or any other person for any money damages, whether direct, indirect, special, incidental, cover, reliance or consequential damages, even if MaxPapa shall have been informed of the possibility of such damages, or for any claim by any other party. In the event that notwithstanding the foregoing, MaxPapa is found liable to you for damages from any cause whatsoever, and regardless of the form of the action (whether in contract, tort (including negligence), product liability or otherwise), the liability of MaxPapa to you will be limited to the amount you paid for the services for 1 month only. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you. MaxPapa.com has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. MaxPapa seo only duty is to maintain rankings for 1 keywords at the top of google for 1 suburb ( the suburb is always only the suburb where the business is physically located) this keyword contain the business name of the business as part of it. Occasionally, search engines will drop listings for no apparent or predictable reason. Often listings will reappear without any additional submissions. MaxPapa will not be held responsible for any impact on the client’s business that might occur as a result of exclusion from any directory or dropping off in listings on any search engine. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, MaxPapa does not guarantee ranking positions for any particular keyword, phrase or search term. Search engines vary in their timing taken to list submissions. Some search engines and directories may take from 24h to as long as 2 to 4 months and in some cases even longer to show the ranking or the keyword. Keywords or phrases suggested by the client, must be related to the website textual content. Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “2” amount of time. This is referred to as the “google sandbox.” MaxPapa assumes no liability for ranking/traffic/indexing issues related to google sandbox penalties. No refund will be given in any circumstance. Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all seo efforts. MaxPapa does not assume liability for any damage of any links or backlinks pointing to the client website.
8.1. MaxPapa and you agree that the Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
8.2. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
8.3. No partnership, agency, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind MaxPapa in any respect whatsoever.
8.4. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and solicitors fees.
8.5. It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the state of WA (in Australia), without regard to the jurisdiction in which any action or special proceeding may be instituted.
8.6. You accept that if you do not provide MaxPapa with the FTP or CMS login details of your website and /or Google My business login details the performance of the service will be adversely affected as this forms an integral part of the success of the service.
8.7. The obligations and liabilities of MaxPapa in regards to the provisions of this agreement shall be suspended if any event occurs that is beyond the control of MaxPapa and affects the ability of MaxPapa to perform its obligations and or any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Google algorithm changes and or update, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
8.8. MaxPapa is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided and for any absence of service as a result of illness or holiday.
8.10. Any variations from the original scope of this quote and specifications document will be charged to the client. “Variations” are considered to be modifications or additions that are supplied after the sign off from the client. Changes to content, that have previously been accepted as correct by the client, will be charged additionally.
- Debtor Policy
9.1. Default & Consequences Of Default
- Interest on overdue accounts shall accrue from the date when payment becomes due daily until the date of payment at a rate of 11% per calendar month and shall accrue at such a rate after as well as before any judgement.
- If You default in payment of any invoice when due, the You will indemnify MaxPapa from and against all of MaxPapa costs and disbursements including on a solicitor and own client basis and in addition all costs of collection.
- Without prejudice to any other remedies MaxPapa may have, if at any time You are in breach of any obligation (including those relating to payment), MaxPapa may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. MaxPapa will not be liable to You for any loss or damage You suffer because the MaxPapa exercised its rights under this clause.
- If any account remains unpaid by the next monthly anniversary after supply of the goods or services the following shall apply: An immediate amount of $50.00 shall be levied for administration fees which sum shall become immediately due and payable.
- In the event that:
- any money payable to MaxPapa becomes overdue, or in MaxPapa opinion You will be unable to meet payments as they fall due; or
- You become insolvent, convene a meeting with your creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
- a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of You or any asset of You; then MaxPapa shall be entitled to cancel all or any part of any order from You which remains unperformed in addition to and without prejudice to any other remedies; and
- all amounts owing to MaxPapa shall, whether or not due under these terms and conditions, and MaxPapa may take any lawful steps to require payment of the amounts due and the total minimum amount due under this agreement.
- MaxPapa can issue proceedings to recover the minimum amount due under this agreement notwithstanding that ownership of the Goods may not have passed to You.
These Terms & Conditions shall be governed by the laws in force in the State of Western Australia, MaxPapa and the client hereto submit to the exclusive jurisdiction of the Courts of that State. For more terms and conditions, please contact MaxPapa.