CONTRACT
This contract (“Agreement”) is hereby entered into between you [Client company …..], your employees and agents (collectively “Client”) and us, Advanced
Recitals
- The Client desires to have A-M-I develop, deploy, manage, monitor and optimize a Lead Generation and Conversion System as outlined in the Proposal.
- A-M-I hereby agrees to develop, deploy, manage, monitor and optimize a lead generation and conversion system for the Client using various search page ranking and
advertising techniques where applicable using the Client’s search-terms to generate business leads for the Client and to help convert those leads. The Client chooses in the Proposal as attached which lead generation and conversions it wants to see deployed under this agreement and agrees to pay the fees laid out in the proposal necessary for such deployment.
Agreements
In consideration of the mutual covenants set forth in this Agreement, A-M-I and the Client hereby agree as follows:
1. Development and Implementation of a Lead Generation and Conversion System
A-M-I agrees to develop, deploy, manage, monitor and optimize a Lead Generation and Conversion System for the Client.
2. Specifications
A-M-I agrees to develop the Lead Generation and Conversion System according to Options chosen and the Specifications set forth in the Proposal attached.
3. Term and Termination
This Agreement shall be effective as of the time frame the Client signs this agreement and|or the Proposal attached. 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. This Agreement may be terminated by A-M-I (i) immediately if the Client fails to pay any fees hereunder, or (ii) if the Client fails to cooperate with A-M-I or hinders A-M-I’s ability to perform the Services stated hereunder. A-M-I will use reasonable rigor in the process and development of the Lead Generation and Conversion System.
4. Services Provided
Lead Generation and Conversion services are intended to provide the Client with preferential positioning on Google’s first Search Engine Results Page (SERP). Some of the Lead Generation and Conversion services and techniques include:
4.1 Lead Generation Search-Term Selection Service
A-M-I will manage a list of
- The search-term list provided by the Client
- The Research conducted by A-M-I
- Client-provided analytics and metrics for particular search-terms or phrases
- A-M-I’s competitive analysis of keyword terms currently in market use
4.2 Lead Generation Campaign Components, Implementation, Ongoing Research, Advertising and Reporting Services
Advertising Copy: A-M-I shall write advertising copy that is designed to drive (although not guaranteed) high-quality traffic to client website(s) based on the various keywords identified and selected in section 4.1. Click-through rates shall be tracked and copywriting shall be adjusted based on these reports.
Budgeting: A-M-I and the client shall agree upon an initial budget for the Lead Generation and Conversion efforts prior to the beginning of any lead generation campaign.
Campaign Creation and Implementation: A-M-I may set up so called Google microsites, YouTube video accounts (channels), Google and |or Facebook accounts with Facebook ads, plus additional social media, web 2.0 accounts plus possibly a proprietary A-M-I network for the purpose of achieving listings on Google’s first search results page and|or driving traffic to the Client’s webpages. A-M-I shall create various lead generation campaigns with advertising copy, keywords and demographic targeting based on A-M-I’s research. Campaigns may differ in copywriting and keyword usage based upon the individual Lead Generation campaign.
If necessary, A-M-I may create special webpages (“landing pages”) and link the Google, YouTube, Facebook listings and ads to such landing pages.
Monitoring and Reporting: A-M-I shall develop, deploy, manage, monitor and optimize the Client’s Lead Generation and Conversion System. If necessary Facebook ads bids may be adjusted in order to maximize the number of high-quality leads. A-M-I will suggest but the Client solely decides on and pays for daily budgets for Facebook advertising. Non-performing search-terms shall be removed from Lead Generation Campaigns based on the results of the respective campaigns. Reports shall be provided to the Client on a monthly basis or, depending on the status of the campaign, quarterly.
Contract Scope: Creative web design or graphic design services rendered may be provided by the Client’s staff or sub-contractor or be subject to separate web design and development fees and terms and conditions.
ROI and Conversion Tracking Software: In the event that it is deemed necessary and vital to install ROI tracking or other metric measurement software, A-M-I will set up and manage those software packages in agreement with the Client. A-M-I will not manage or maintain copies of licenses for any of the software packages or installations under this Agreement. All licenses for software installations, for which the Client has paid for, will be turned over to Client upon handover of the Lead Generation and Conversion System to the Client.
5. Client Responsibilities
For the purpose of A-M-I providing its services, the Client agrees:
To provide A-M-I with FTP access to its website for uploading new pages, and making changes for the purpose of setting up the Lead Generation and Conversion System.To authorize A-M-I use of Client’s logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by A-M-I for search engine positioning, optimization and the Lead Generation and Conversion System.
6. Client Representations
The Client makes the following representations and warranties for the benefit of A-M-I:
The Client represents to A-M-I and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to A-M-I 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 A-M-I and its subcontractors from any claim or suit arising from the use of such elements.
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend A-M-I and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.
7. Service Disclaimers
The Client acknowledges the following with respect to services rendered under this agreement:
- a) A-M-I accepts no responsibility for policies of Advertising Networks (Google Adwords, Facebook Ads, Bing Ads, LinkedIn Ads, Twitter Ads, Instagram Ads, Pinterest Ads, 7Search, etc.), third-party search engines, directories or other websites that A-M-I may or may not submit to with respect to the classification or type of content it accepts, whether now or in the future. Due to changes in third party policies, the Client’s website or content may be excluded from any Third-Party Resource at any time and the Client agrees not to hold A-M-I accountable for such exclusions. The Client also agrees not to hold A-M-I responsible for any liability or actions taken by Third-Party Resources under this Agreement.
- b) The Client acknowledges that the nature of many A-M-I’s resources that may get employed under this Agreement are competitive in nature. A-M-I will employ its best efforts but does not guarantee position, consistent positioning, or specific placement for any particular search-terms (keywords), phrases or any other terms.
- c) The Client acknowledges that any advertising is subject to the individual Advertising Network’s policies and procedures and that any of the Advertising Networks, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.
- d) The Client acknowledges that A-M-I is not responsible for changes made to the Client’s web site(s) by other parties that adversely affect the search engine or directory rankings of the Client’s web site(s).
- e) The Client acknowledges that Advertising Networks or search engines may drop listings from its database for no apparent or predictable reason. In such cases, A-M-I will re-submit resources to the Advertising Networks based on the current policies of the platform in question. The Client understands, acknowledges and agrees that some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list the Client’s website. Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often, listings will “reappear” without any additional submissions. Should the listing not reappear, A-M-I will re-submit the web site based on the current policies of the search engine or directory in question.
- f) A-M-I will make every effort to keep the Client informed of any changes that A-M-I is made aware of which may impact any of the Lead Generation campaigns and the execution thereof under this Agreement. The Client acknowledges that A-M-I may not always become aware of changes to third-party resources, industry changes or any other changes that may or may not affect the Lead Generation campaigns carried out for the Client.
- g) The Client is solely responsible for all advertising fees and must transfer adequate advertising funds in order to maintain inclusion in Advertising Networks.
8. Disclaimer of All Other Warranties
A-M-I DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CUSTOMER’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS
9. Limited Liability
IN NO EVENT SHALL WE (A-M-I), OUR EMPLOYEES, CONSULTANTS, DIRECTORS, OR ANY SUBCONTRACTORS BE LIABLE FOR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL OUR CUMULATIVE LIABILITY, INCLUDING ATTORNEY’S FEES, UNDER THIS AGREEMENT AND THE PROPOSAL ATTACHED, EXCEED THE FEES PAID BY THE CLIENT TO A-M-I.
IN NO EVENT SHALL A-M-I BE LIABLE TO CUSTOMER 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. A-M-I 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.
10. Compensation
For all of A-M-I’s services under this Agreement, the Client shall compensate A-M-I, in cash or through other payment methods, pursuant to the terms of the Proposal attached hereto. In the event the Client fails to make any of the payments referenced in the Proposal by the deadline set forth in the Proposal, A-M-I has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove equipment, software, services or resources owned by A-M-I, whether leased to client by A-M-I or not and any A-M-I personnel or staff from client location(s), or (3) bring legal action.
11. Confidentiality
Client and A-M-I acknowledge and agree that documents and information related to the Lead Generation and Conversion System (the “Confidential Information”) constitute valuable trade secrets of A-M-I. The Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without A-M-I’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
12. Independent Contractor
A-M-I shall be retained as an independent contractor. A-M-I will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. The Client will not withhold or pay any income tax, social security tax, or any other payroll taxes on A-M-I’s behalf. A-M-I understands that it will not be entitled to any fringe benefits that the Client provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
13. Equipment
The Client agrees to make available to A-M-I, for A-M-I’s use in performing the services required by this Agreement, such items of hardware and software as the Client and A-M-I agree are reasonably necessary for such purpose. The Client also agrees to make available any access to services deemed necessary by A-M-I to fulfill its obligations under this Agreement.
14. General Provisions
14.0 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.
14.1 Entire Agreement
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
14.2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Germany. Exclusive jurisdiction and venue shall be München, Germany.
14.3 Binding Effect
This Agreement shall be binding upon and inure to the benefit of the Client and A-M-I and their respective successors and assigns, provided that A-M-I may not assign any of its obligations under this Agreement without the Client’s prior written consent.
14.4 Waiver
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
14.5 Good Faith
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so, act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
14.6 No Right to Assign
The Client has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of A-M-I, which consent can be withheld for any reason.
14.7 Indemnification
The Client warrants that everything it provides A-M-I to employ its services is legally owned or licensed to the Client. The Client agrees to indemnify and hold A-M-I harmless from any and all claims brought by any third party relating to any aspect of the Lead Generation campaign, including but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by client’s products/services, material supplied by the Client, copyright infringement, and defective products sold via the Lead Generation and Conversion System. The Client agrees to indemnify A-M-I from responsibility for problems/disruptions caused by third-party services that the Client may use, such as merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing and other services that relate to the ownership and operation of the Lead Generation and Conversion System.
14.8 Use of Material for Promotional Purposes
The Client grants A-M-I the right to use its work in producing the Lead Generation and Conversion system for promotional purposes and/or to cross-link it with other advertising developed by A-M-I. The Client also grants A-M-I the right to list, reference or otherwise identify the Client as a client of A-M-I in A-M-I’s advertising and marketing.
14.9 No Responsibility for Loss
A-M-I will have no responsibility for any third party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed for the Lead Generation and Conversion System. A-M-I is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the Lead Generation and Conversion System under this Agreement.
14.10 Right to Make Derivative Works
A-M-I will have the exclusive rights in making any derivative works from any of its work, practices, coding, programming or other work in regards to the Lead Generation and Conversion System.
14.11 Transfer of Rights
In the
A-M-I will retain all documents, source code, keyword lists and other assets employed or created for the Client during the time of this agreement’s validity. A-M-I agrees to hand over the Lead Generation and Conversion System to the Client after 3 months if the Client so wants to. The Client shall retain all of its intellectual property rights in any text, images or other components it owns and delivers to A-M-I for use in the Lead Generation and Conversion System under this Agreement.
14.12 Read and Understood
Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
15. Acceptance
Your signature below indicates acceptance of this agreement and the terms and conditions herein.
This agreement is accepted and forms an agreement between [ …………………………] (you) and Advanced Marketing on the Internet Ltd (us).
For ……………………………………..
…………………………………………..
__________________________
[Title ….]
Date: ……, 2017
For Advanced Marketing on the Internet Ltd
Karl zu Ortenburg
____________________
CEO
____________________
Date: ……, 2017
Date:________________
