BY SIGNING UP FOR THE SERVICES CREATES A CONTRACT BETWEEN CUSTOMER AND STRATEGIC MARKETING HOUSE YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED HEREIN. YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.

SERVICES 

STRATEGIC MARKETING HOUSE agrees to provide CUSTOMER with SEO Related Services as described in this Agreement. STRATEGIC MARKETING HOUSE is authorized to use the keywords and/or phases for development, improving the ranking of, and/or positioning the contents of the CUSTOMERs URL(s) in search engines for WEBSITE. SEO Services are intended to provide the CUSTOMER with preferential positioning in Google.

STRATEGIC MARKETING HOUSE utilizes proprietary technology to provide SEO services. Both parties acknowledge that the technology, output from the technology, and other assets created by STRATEGIC MARKETING HOUSE remain the property of STRATEGIC MARKETING HOUSE at all times. Both parties acknowledge that no physical work or modifications will be performed by STRATEGIC MARKETING HOUSE on CUSTOMER’S website.

SCOPE

Services included are those likely to increase the relevancy of pages and the number of terms those web pages rank for when searched. These services will apply to pages selected by STRATEGIC MARKETING HOUSE after consultation with CUSTOMER.

SEO Services may include:

  • Research website KPIs based on data from Google applications.
  • Research keywords and phrases to select appropriate, relevant search terms.
  • Submit CUSTOMERs webpages to search engines 
  • Modify web assets as needed to help them perform better in search engines.
  • STRATEGIC MARKETING HOUSE may deliver backlinks and traffic to web pages as it deems necessary

ACCESS

CUSTOMER agrees to provide STRATEGIC MARKETING HOUSE with access to the Google Search Console, Google Analytics connected to the website. STRATEGIC MARKETING HOUSE will provide javascript snippet to CUSTOMER. CUSTOMER agrees to add javascript code sitewide. STRATEGIC MARKETING HOUSE does not have login access to the website.

SEARCH ENGINES

STRATEGIC MARKETING HOUSE 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. 

STRATEGIC MARKETING HOUSE site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory. Occasionally, search engines will drop listings for no apparent or predictable reason. Often listings will "reappear" without any additional submissions.

Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, STRATEGIC MARKETING HOUSE does not guarantee ranking positions for any particular keyword, phrase or search term..

There is significant volatility in rankings for keywords. A particular keyword can be ranked #3 one day, and the very next day be ranked #14 (or disappear), only to reappear the following day back in the #3 position.

FEE

STRATEGIC MARKETING HOUSE will be paid in advance for any and all services. As noted on Exhibit A (attached) both parties acknowledge that the fee for services will fluctuate on a month to month basis. Paying the monthly invoice constitutes renewal of the agreement for another month. 

No refunds will be given under this agreement for work performed.

PAYMENTS

Fee is due on the 1st of each calendar month and considered late after the 3rd.

Work under this agreement will commence after STRATEGIC MARKETING HOUSE received first payment

Payment will be made by ACH as per the authorization form and payable to STRATEGIC MARKETING HOUSE

TERM AND TERMINATION 

Term of Agreement. This Agreement shall be effective as of the date set forth by the signatures and shall remain in force until STRATEGIC MARKETING HOUSE receives written notice of cancellation of the Monthly Service Agreement (MSA). Notice must be given in writing, 30 days in advance. Cancellation must be either in writing via USPS delivered to STRATEGIC MARKETING HOUSE OR via electronic transmission with read receipt. All agreements automatically renew on a month-to-month basis.

Termination. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice.  Termination does not relieve CUSTOMER of the responsibility to pay for any services that were deemed delivered in good faith. This Agreement may be terminated by STRATEGIC MARKETING HOUSE (i) immediately if CUSTOMER fails to pay any fees hereunder; or (ii) if CUSTOMER fails to cooperate with STRATEGIC MARKETING HOUSE or hinders STRATEGIC MARKETING HOUSE’s ability to perform the Services hereunder.  After termination CUSTOMER continues to retain ownership of WEBSITE. STRATEGIC MARKETING HOUSE utilizes proprietary remote tuning intellectual property and retains ownership of all SEO assets created and all assets will remain the property of STRATEGIC MARKETING HOUSE. Both parties acknowledge that SEO services and support will cease at termination.

REPRESENTATIONS AND WARRANTIES

STRATEGIC MARKETING HOUSE makes the following representations and warranties for the benefit of CUSTOMER:

No Conflict. STRATEGIC MARKETING HOUSE represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by STRATEGIC MARKETING HOUSE under this Agreement. CUSTOMER understands that STRATEGIC MARKETING HOUSE is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with STRATEGIC MARKETING HOUSE’s obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.

Conformity, Performance, and Compliance. STRATEGIC MARKETING HOUSE represents and warrants that (a) all work shall be prepared in a workmanlike manner and with professional diligence and skill; (b) all work will function under standard HTML conventions; (c) STRATEGIC MARKETING HOUSE will perform all work called for by this Agreement in compliance with applicable laws. 

Disclaimer of All Other Warranties. STRATEGIC MARKETING HOUSE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SEO SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE AND WEBSITE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, STRATEGIC MARKETING HOUSE PROVIDES ITS SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND.  THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY'S COMPUTING AND DISTRIBUTION SYSTEM.  IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.

Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.  THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID BY CUSTOMER HEREUNDER.  STRATEGIC MARKETING HOUSE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

STRATEGIC MARKETING HOUSE makes the following representations and warranties for the benefit of STRATEGIC MARKETING HOUSE:

From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce.  CUSTOMER agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend STRATEGIC MARKETING HOUSE and its subcontractors from any claim, suit, penalty, tax, or tariff arising from CUSTOMER's exercise of Internet electronic commerce.

Confidentiality.  The parties agree to hold each other's Proprietary or Confidential Information in strict confidence.  "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process.  The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement.  Each party's proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, STRATEGIC MARKETING HOUSE and CUSTOMER acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the Effective Date.

FORCE MAJEURE

Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

RELATIONSHIP OF PARTIES

Independent Contractor. STRATEGIC MARKETING HOUSE, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. STRATEGIC MARKETING HOUSE shall be solely responsible for and shall hold CUSTOMER harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workers' compensation.

No Agency. CUSTOMER does not undertake by this Agreement or otherwise to perform any obligation of STRATEGIC MARKETING HOUSE, whether by regulation or contract. In no way is STRATEGIC MARKETING HOUSE to be construed as the agent or to be acting as the agent of CUSTOMER in any respect, any other provisions of this Agreement notwithstanding.

NOTICE AND PAYMENT

Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the addresses listed in the Order mailed by certified, registered or express mail, return receipt requested or by Federal Express.

Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

JURISDICTION/DISPUTES

This Agreement shall be governed in accordance with the laws of the STATE of Texas. All disputes under this Agreement shall be resolved by litigation in the courts of Wyoming, including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

AGREEMENT BINDING ON SUCCESSORS

The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

ASSIGNABILITY

CUSTOMER may not assign this Agreement or the rights and obligations hereunder to any third party without the prior express written approval of STRATEGIC MARKETING HOUSE.  STRATEGIC MARKETING HOUSE reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

WAIVER

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

ENTIRETY

This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

NO INFERENCE AGAINST AUTHOR

No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.

DISPUTES

CUSTOMER and STRATEGIC MARKETING HOUSE agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, both parties agree to non-binding mediation. Should parties fail to resolve any such disagreement within thirty (30) days via mediation, then claim shall be submitted by either party to arbitration in WYOMING and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of WYOMING sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Wyoming or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.

READ AND UNDERSTOOD

Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.

DULY AUTHORIZED REPRESENTATIVE

If this Agreement is executed then each Party warrants that their representative whose signature appears on such signature pages is the duly authorized by all necessary and appropriate corporate actions to execute this Agreement.

ENFORCEMENT

If any part of this agreement is ruled unenforceable, the remainder of the agreement shall remain in full force and effect.

Find Us

206 Longwood Drive
Papillion, NE 68133
Hours of Operation:
Monday - 9:00 AM - 5:00 PM
Tuesday - 9:00 AM - 5:00 PM
Wednesday - 9:00 AM - 5:00 PM
Thursday - 9:00 AM - 5:00 PM
Friday - 9:00 AM - 5:00 PM
Saturday - Closed
Sunday - Closed
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