Terms

Table of contents:

1. Definitions
2. CDKLabs’ Responsibilities
3. The Client’s Responsibilities
4. Duration
5. Payment
6. Termination
7. Warranties
8. Liability
9. Indemnification
10. Force Majeure
11. Jurisdiction and Interpretation
12. Confidentiality

Definitions

1. “Services” means all work, consulting, support, implementation, optimization, updates, and other services performed by us to you pursuant to this Contract or as otherwise agreed with the Client. 
2. “Contract” and “agreement” mean this document and all the rights and obligations in relation to the Parties described herein. 
3. “Payment” means the fee charged for each Service billing cycle or term. 
4. “Writing” and “written” means direction or statements provided in this Contract as well as in other forms such as emails and similar communications.
5. “Party” or the “Parties” mean the parties to this Contract. 
6. “SEO work” and “SEO” means search engine optimization as a professional service that we provide for your website with the goal of meeting certain standards of third party search engines like Google. The limitations and expectations of this work are as defined and agreed upon under Responsibilities.

Our Responsibilities

We agree to carry out the following Services that will continually adapt to meet the needs of the SEO industry as these evolve. We reserve the right to adjust from time to time the sub-tasks and methods of each deliverable listed in the best interests of your business. We will notify you in writing of any significant change of deliverables and our reasons behind the decision.

We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without your prior consent. If we use subcontractors, we accept full responsibility for every act or omission of the sub-contractor as if it were an act or omission of our own. 

Description of services provided: 

Strategy 

• Keyword research, strategy, and planning
• SEO competitor analysis and ongoing monitoring

Onsite SEO

• Technical SEO (scripts, code, etc.)
• Website landing page, content, and keyword usage optimization
• Website performance analysis 

Offsite SEO 

• Website and backlink profile analysis, strategy, and planning 
• Backlink building (writing and outreach) 

Reporting

• Google Analytics 
• Conversions 
• Search engine rankings 

Management

• Monitoring and identifying opportunities to improve results
• Contact third party properties (such as blogs, directory websites, and social platforms) to act as a known employee on your behalf and on behalf of your brand.

This Contract is entered into with the mutual understanding that a specific search result ranking, Domain Rating, or similar metric is not in any way guaranteed by us to you. It is also mutually understood that since search engines have their own proprietary algorithms that change with time, we will perform the Services within our exclusive scope of abilities in any given moment.  

The Client’s Responsibilities

1. You agree to: 

1. Have read, understood, and accepted as binding all definitions, rights, and obligations outlined in this document. 
2. Provide us with the information, access, passwords and assistance as we may reasonably require within sufficient time to enable us to perform the Services; recognizing you are responsible for the accuracy and legal use of any information submitted to us.
3. Nominate a suitable individual to act as your representative to liaise with us regarding the Services.
4. Obtain and maintain all necessary permissions and consents in connection with the Services. 
5. Meet the payment schedules and requirements defined in this document. 

Duration 

This Contract will be effective starting on the date below and will have a mandatory 6-month no-cancellation term. After the mandatory no-cancellation term, this Contract will continue on a rolling month-to-month basis until terminated in accordance with the definitions under Termination.

Payment

You agree to pay the fees to us in consideration of the Services we are providing to you based on the schedule provided in the e-signed contract.

Additional Charges. We will invoice you for any additional services during the next billing cycle in which it may be included. You agree to remit payment for Additional Charges per the terms stated on the invoice for such charges. Any additional charges shall be agreed upon with the customer.

1. Our hourly rate you will be billed at for additional charges is $55 USD

Late Payments. Any invoices or fees that are not paid when due shall bear no penalty for seven (7) days only. You shall pay any and all costs and expenses, including without limitation, reasonable attorneys’ fees incurred by us in enforcing this policy or in collecting from you any amounts due to us hereunder. 

Default. Payment default will result if you fail to make any payment to us by the due date plus seven (7) days; then, without prejudice to any statutory right which we may have, we will have the right to suspend the Services and charge you a penalty on the overdue sum of 25%. 

Disputes. You shall promptly provide us with written notice of any disputes or concerns you have with respect to any invoices, charges, and payments made hereunder; and in any case, you shall notify us of such a dispute or concern within thirty (30) days of your receipt of such invoice or charge to allow ample time for us to resolve your concern.

Termination

Effective at the expiration of the mandatory no-cancellation term, either Party has the right to terminate the Contract by giving a minimum of fourteen (14) days written notice to the other Party assuming you have paid all amounts due or payable to us, excluding those disputed in good faith. 

As an exception, either Party has the right to terminate the Agreement immediately, irrespective of the no-cancellation term if the other:

1. Has committed a breach of this Agreement, unless the breach is capable of remedy, in which case the innocent Party will have the right to terminate if the other Party has failed to remedy the breach within fourteen 14 days after receiving written notice to do so.
2. Goes into bankruptcy or liquidation either voluntary or compulsory (except for the purpose of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets. 

If this Contract is terminated, we will continue to provide the Services and you will continue to pay the fees during any period of notice, except in accordance with the exceptions mentioned above. You will also be required to pay us immediately for any other Services we have provided at your request that have not yet been paid for. 

Any and all obligations of the Parties, which either expressly or by their nature continue beyond the termination date of the Contract, will survive termination on a pro-rata basis as agreed to under Payment.

Warranties

You warrant to: 

1. Pay all fees owing hereunder when due, regardless of whether or not you have denied any Services hereunder; 
2. Comply with license terms for any and all items provided, installed, and/or maintained by us; 
3. Comply with all applicable laws and regulations governing transmissions of data; 
4. and not use our provided Services for illegal or unauthorized purposes, to interfere with or disrupt other users, Services, or equipment, or to propagate computer viruses or worms. 
5. Not solicit any of our employees or contractors during the Duration of this Contract and for a period of twelve (12) months after the termination hereof. 

We warrant:

1. That the Services to be provided hereunder will be performed in a professional manner consistent with the standards of the industry. 
2. No other warranties of any kind whether expressed or implied with respect to this Agreement or the services including, but not limited to, any implied expectation of ranking, profitability, or usage for a particular purpose. 

All warranties or conditions whether expressed or implied by law are hereby expressly excluded in favor of this Agreement. 

Liability

You agree that we cannot be held liable for any results outside of our control, such as the quality of leads or sales made by your team. You acknowledge that we have no control over changes to search engine policies or algorithms. 

You understand and accept that at any time the third party search engines and platforms in their sole discretion may affect how your website content, pages, and domain are viewed and displayed and thereby, your website may lose rankings or be excluded from search results at the sole discretion of the search engines. You agree to not hold us liable for any such negative impact to your rankings. We assume no responsibility for the actions and algorithms of these search engines and platforms.

Provided that we upheld our obligations hereunder, you agree that no refunds or discounts will be given for any negative impact on the part of any search engine. While we will provide professional advice in relation to the Services on a continual basis, you certify that we have not given nor implied any guarantees regarding your website rankings in search engines due to these beyond our scope and control. 

Nothing in this Agreement excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

You further agree to:

1. Accept full and exclusive responsibility for your business’ performance and customer satisfaction. 
2. Accept exclusive responsibility for understanding and ensuring compliance with any regulatory, legal, or contractual obligations related to your business, including without limitation, data held by you and your customers, information provided by you to your customers and/or other third parties, and any safeguarding and security measures that may be required. We may participate in implementing needed systems, services and functions for compliance, but you are solely responsible for the final outcomes, actions taken, and results produced.
3. Accept full liability for any losses or cost sustained or incurred by you or arising directly or indirectly as a result of a failure on your part to meet any of the above provisions or for defaulting on Payment.

In addition, we will not be liable by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the Contract. 

In the event of a breach or failure by us to execute our express obligations under this Contract, your remedies will be limited to damages, which in any event, will not exceed the fees and expenses paid by you for the Services in the preceding 6 month period. 

You agree to indemnify us against all damages, costs, claims and expenses suffered by us where this is caused by you, or your agents or employees. We shall not be liable to you or any other person for any direct, indirect, or consequential damages, or for the loss of data, profit, or revenue arising out of or relating to this Contract, even if it has been advised of the possibility of such potential loss or damage. 

Indemnification

You agree to hold harmless, defend and indemnify us, our employees, contractors, directors and agents, from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential), liabilities, judgments, and expenses (including without limitation reasonable attorneys’ fees) incurred in connection with or arising from any breach by Client or its employees, agents, guests, or invitees of this Contract. 

If any action or proceeding is brought against us, our employees, contractors, directors or agents by reason of such claim for which you have indemnified us, you agree to, upon written demand from us, defend the same at your own expense, with counsel reasonably satisfactory to us.

Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party. 

Such causes include, but are not limited to: power failure, internet service provider failure, strike, lockout, civil unrest, acts of malicious computer programs and code (including but not limited to viruses, Trojan horses, worms, malicious macros, and scripts), shortages, accidents, casualties, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, epidemics or any other event beyond the control of the Party in question. 

Jurisdiction and Interpretation

This Contract will in all respects be subject to and construed in accordance with the laws of Ontario/Canada. 

The interpretation of this agreement is agreed upon by both parties to be clear and leave no doubt upon the terms and definitions used herein. No third party may assign a different interpretation to the agreed terms. Any dispute between the Parties will be referred to the exclusive jurisdiction of the courts of Ontario/Canada and subject to interpretation under court hearing.

Confidentiality 

Each Party undertakes that throughout the term of the Contract, the Parties may disclose certain confidential information to each other. Both Parties agree that they will not use the confidential information provided by the other, except to perform their obligations under the Agreement. 

Each Party will maintain the information’s confidentiality and will not disseminate it to any third party, unless so authorized by the other Party in writing. 

Terms and Conditions for Web Hosting Agreements. These Terms and Conditions govern the performance of web hosting services supplementary to the General Terms and Conditions.

Table of contents:

1. Definitions
2. Our Services
3. Availability of Services
4. Duration and Schedule
5. Payment
6. Termination
7. Warranties
8. Liability
9. Indemnification
10. Force Majeure
11. Jurisdiction and Interpretation
12. Confidentiality

Definitions

1. “Account” means the details of the Client that are required and held by the Host to facilitate the provision of the Service to the Client including, but not limited to, identification and location details, payment details, username and password, and details of the Service provided to the Client; 
2. “Client Website” means the website that the Host is hosting for the Client and refers to all parts of that website including, but not limited to, frameworks, content management systems, themes, plugins, component files and databases; 
3. “Fee” means the sum payable by the Client to the Host in order to receive the Host’s Service; 
4. “Hosting Hardware” means all computer and networking equipment used by the Host in the provision of the Service including, but not limited to, servers and network infrastructure; 
5. “Hosting Package” means one of the Service packages offered by the Host and generally refers to the package selected by the Client; 
6. “Hosting Software” means all software used by the Host in the provision of the Service;
7. “Intellectual Property” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world as at the date of the Contract or in the future. 
8. “Order” means an order placed by the Client with the Host for the provision of the Service; and 
9. “Service” means the collective components of the Host’s hosting service which includes, but is not limited to, the provision of internet connectivity, bandwidth, website storage, software, DNS services, email accounts and data backups, in combination with the Client’s chosen Hosting Package and can refer either to those components as a whole or to specific parts as the context may require. The clause headings used in this Agreement are used for convenience only and are not intended to affect the meaning or interpretation of the terms of this Agreement.
10. “Downtime” time when the website is not accessible via the Internet.  This may be because of a technical failure of the Host or because work is being carried out on the site.
11. “Link, Hyperlink” a ‘clickable’ link embedded on a web page which may take the form of a graphic or text.

Our Services

Once the Client’s Order has been placed and processed, the Host will use its best endeavors to commence provision of the Service as soon as reasonably possible. In any event the provision of the Service will commence no later than 20 Business Days after completion and approval of the Client’s Website. 

The Host is under no obligation to provide any Service that is not set out in the Client’s Order and the relevant Hosting Package unless the Host and Client enter into a new written Agreement for the provision of additional services. 

All service agreements are emailed to the Client explaining the full breakdown of the package they will be receiving. 

The Host may, in its sole discretion, alter, improve or otherwise modify the Service; provided that any such change will not significantly alter the provision of the Service to the Client or result in the removal of any features or services and the Client will receive full documentation of any action required on their part. 

No alterations to the Service shall affect the Fees payable by the Client during their contractual period. 

The Host may take any action necessary to address or repair faults in Hosting Hardware or Host Software without any prior notice to the Client. If such faults or remedial action results in an interruption to the provision of the Service, the Client will be notified at the Host’s earliest convenience via email.

Availability of Services

The Host will use its reasonable endeavors to ensure that the Service is provided to the Client on a constant, uninterrupted basis throughout the Term of this Agreement. 

1.  Uptime The Host will make the Service available 99.95% of the time, excluding any excused downtime. In a given calendar month, we calculate ‘Service Availability’ as follows: Service Availability = ({total minutes Services are available} x 100 ) divided by ({total minutes in the month} – {excused downtime}) 
2. Excused Downtime ‘Excused Downtime’ means the length of time the Services are unavailable due to: Scheduled Maintenance Emergency Maintenance Beta Services Force Majeure Events; and The actions or omissions of you, your authorized users, or any third-party acting on your behalf or at your direction, including any unauthorized use of the Services, breach of the Agreement or Acceptable Use Policy, or any use or configuration of the Services that exceeds the Host’s recommendations or advertised limits. 
3. Scheduled Maintenance ‘Scheduled Maintenance’ includes any maintenance performed during the following windows or for which we provide reasonable notice or coordination with you in advance of the maintenance. Europe: 21.00 – 03.00 GMT USA: 03.00 – 09.00 GMT 
4. Outage Credits The Client will be entitled to a credit of 5% of the applicable monthly fees for each full hour of downtime in excess of the service availability targets. For example, you will receive a 5% credit for between 1 and 60 minutes of downtime in excess of the service availability target, a 10% credit for between 61 and 120 minutes, etc. In order to receive a credit, you must contact the Host’s support team within 30 days of the event giving rise to the credit. Credits are based on our monitoring, shall not exceed 100% of the applicable monthly fees, may not be carried over or aggregated, are forfeited at the expiration or termination of this Agreement, and will not be paid or provided as a refund. Where the Service is unavailable for more than 24 hours the Host will contact the Client and provide reasons for the interruption or, where this is not possible due to an undiagnosed problem, state that the problem is undiagnosed but is being investigated. Whilst the Host will use reasonable endeavors to ensure the integrity and security of the Hosting Hardware, the Host does not guarantee that the Hosting Hardware will be free from unauthorized users or hackers and the Host shall be under no liability for non-receipt or misrouting of email or for any other failure of email. Where Service interruption due to Hosting Hardware failure cannot be remedied within 3 Business Days the Host, with consent of the Client, shall endeavor to transfer the Client’s Website to alternative Hosting Hardware in order to restore the provision of the Service. Where the Client and/or the Client’s users are unable to access/use the Client’s Website, the Client shall first ascertain whether the inability of access/use is caused by a failure on the part of the Client’s and/or its users’ internet service provider and/or equipment. After performing these checks the Client shall contact the Host by phone or email. Where the provision of the Service is interrupted through the fault of any third party, the Host shall bear no responsibility or liability. Where it is subsequently established that fault does not lie with the Host but with the Client’s and/or its users’ internet service provider and/or equipment, the Host reserves the right to charge the Client such reasonable cost as the Host may have incurred.

Fees and Payment

Fees for the Hosting Packages offered by the Host are as quoted in correspondence or email to the Client. All charges payable by the Client shall be in accordance with the information quoted. The Client is required to pay all fees due in advance of a 12-month period of Service provision. 

For the first 12 months of Service provision in some cases the payment of fees due shall form part of the Order process, for all subsequent 12-month periods of Service provision the Client will be sent an invoice at the start of each 12-month period. 

Payment must be made within 30 days in order for provision of the Service to continue without interruption. 

The Host may at any time change the price of its Hosting Packages, however the Client will not be subject to any additional charges or refunds during a 12-month period of Service provision. Any change in fees will be reflected in subsequent renewals of the Service provision. 

The Client may, at any time, change their Hosting Package. If the Client chooses to do so, the Client will be invoiced for a new 12-month period of Service provision in accordance with the fees for their new chosen Hosting Package. 

All fees payable by the Client to the Host shall be paid in full, without setoff or deduction. Payments may be made by credit card or cheque. 

The Company reserves the right to charge the Client any fees encountered as a result of such transfer. Returned cheques will incur an additional fee of $50.00 +TAX  per returned cheque. The Company reserves the right to consider an account to be overdue in the event of a returned cheque. 

The Host reserves the right to suspend the Service or cancel the Client’s Order if fees are not paid on or before the due date. 

Where an account requires litigation to collect an overdue debt an administration fee of $250.00 plus TAX at the prevailing rate will be payable. 

Client’s whose accounts become overdue agree to pay the Company reasonable legal expenses and third-party collection agency fees in the enforcement of these Terms and Conditions. Interest shall be payable on overdue payments at the rate of 10%  from the due date for payment thereof until receipt by the Company of the full amount whether or not after judgment.

stated on the invoice for such charges. Any additional charges shall be agreed upon with the customer.

1. Client shall be entitled to two (2) revisions. Any revisions beyond shall be chargeable at a rate of $55 USD

Late Payments. Any invoices or fees that are not paid when due shall bear no penalty for seven (7) days only. You shall pay any and all costs and expenses, including without limitation, reasonable attorneys’ fees incurred by us in enforcing this policy or in collecting from you any amounts due to us hereunder. 

Default. Payment default will result if you fail to make any payment to us by the due date plus seven (7) days; then, without prejudice to any statutory right which we may have, we will have the right to suspend the Services and charge you a penalty on the overdue sum of 25%. 

Disputes. You shall promptly provide us with written notice of any disputes or concerns you have with respect to any invoices, charges, and payments made hereunder; and in any case, you shall notify us of such a dispute or concern within thirty (30) days of your receipt of such invoice or charge to allow ample time for us to resolve your concern.

Changes to this Agreement

The Host reserves the right to change the terms of this Agreement and all other terms and conditions and policies which may affect Clients in order to comply with changes in the law. The Client will be informed of any such changes and shall be deemed to be bound by them 1 calendar month after receiving the notice. 

If the Client does not agree to be bound by the changes they may terminate this Agreement in accordance with the Term and Termination clause of this Agreement.

Clients Undertakings and Obligations

The Client may not use the Service or any other Hosting Hardware and Hosting Software for any unlawful or otherwise inappropriate purposes. This includes, but is not limited to: 

1. Distribution of viruses, spyware, malware, or any other form of code designed to cause harm or nuisance to hardware or software or to obtain data without consent; 
2. Distribution of pirated material including, but not limited to software, movies, music and written works; and Distribution of obscene or illegal material including that which is pornographic, abusive, threatening, malicious, harassing, fraudulent, defamatory or that which encourages criminal activities; 
3. Distribution of large volumes of unsolicited email (spam) to recipients. All complaints made to the Host of such activity will be investigated and may result in immediate suspension or cancellation of service at the Host’s sole discretion; 
4. The Client may not use their website to link to any other sites or systems hosting any material described above; e) Use of the Client’s Website in any manner which is a violation or infringement of the rights of any individual, firm or company within the United Kingdom and elsewhere. The Client will monitor and supervise any and all third-party activity on their website (including communications systems such as forums). Any third-party activity that may fall within the criteria above must be stopped or removed, as appropriate. The Client must ensure that any and all activity conducted through the Client’s Website in relation to the collection of personal information complies with the provisions of the Data Protection Act. The 

Client is responsible and accountable for all activity relating to the Client’s Website and the Service that is carried out by third parties on their behalf. The 

Client will use its best and reasonable endeavors to supply all information required to facilitate the provision of the Service to the Host in a timely fashion. 

To protect the Hosting Hardware and the Host’s other clients, the Client will ensure appropriate maintenance is carried out on the Client Website on a regular basis. As a minimum, this should include the regular updating of open-source frameworks and plugins, implementation of security patches, and security scans and monitoring. 

Security and Data Privacy

The Host will maintain commercially reasonable technical and operational measures designed to protect their internal networks from malicious activity and provide for the security and integrity thereof. The Client acknowledges that the Host is not responsible for any loss or harm suffered by the Client resulting from a security incident. 

The Client is responsible for determining whether the Services meet applicable regulatory standards and otherwise comply with their own security requirements. 

The Client agrees to configure their use of the Services in such a way as to maintain the security of the Services and the Host’s network (e.g. by only uploading software that has been demonstrated to be secure, installing patches, and not sharing passwords). 

Should the Host determine that their network has been accessed in an unauthorized manner, and that unauthorized access impacts the Client’s Services, the Host agrees to notify the Client as soon as reasonably practicable after the Host has investigated the unauthorized access and fulfilled their legal obligations. Likewise, the Client agrees to notify the Host should they identify unauthorized access to the Services. Where applicable under the data privacy laws of the United Kingdom, the Host is the data controller for the personal data belonging to the Client and their authorized users which is provided or made available to the Host through the user portal. 

For all other personal data collected by the Client from their employees, customers, or end users or otherwise stored, transferred, or processed by any part of the Services, the Host is the data processor. Where the host is the data processor, the Host will use such personal data only as instructed by the Client or required by law, and not for any other purpose. In all cases, the Parties agree to comply with the terms and obligations of the Data Processing Agreement throughout the term of this Agreement.

Liability

The Host shall not be liable to the Client or to third parties for: 

1. Any losses resulting from interruptions or downtime to the Service; 
2. Any inability, on the part of the Client, to use the Service; 
3. Any damage or loss resulting from the loss of confidentiality caused by the storage of information on the internet. 

Nothing in this Clause shall exclude the liability of the Host for death or personal injury resulting from the Host’s negligence or that of its employees or agents. 

Nothing in this Clause or in this Agreement shall exclude the liability of the Host for fraudulent misrepresentation.

and agents, from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential), liabilities, judgments, and expenses (including without limitation reasonable attorneys’ fees) incurred in connection with or arising from any breach by Client or its employees, agents, guests, or invitees of this Contract. 

If any action or proceeding is brought against us, our employees, contractors, directors or agents by reason of such claim for which you have indemnified us, you agree to, upon written demand from us, defend the same at your own expense, with counsel reasonably satisfactory to us.

Warranties and Disclaimer

Both Parties to the Agreement represents and warrants that they are authorized and permitted to enter into the Agreement and have obtained all necessary permissions and approvals. 

Both parties warrant and undertake that they are not aware as at the date of the Agreement of anything within their reasonable control which might or will adversely affect their ability to fulfill the obligations under the Agreement, and that they will comply with all laws and regulations applicable to its performance under the Agreement

Indemnities and Limitation of Liability

The Client will fully indemnify the Host against all costs, expenses, liabilities, losses, damages and judgements that the Host may incur or be subject to as a result of any of the following: 

1. The Client’s misuse of the Service; 
2. The Client’s breach of this Agreement; 
3. The Client’s negligence or other act of default; 
4. The Activities of third parties conducted on the Client’s website using facilities such as blogs, forums and chat. 

Although the Host will perform regular backups of the Client’s website and Customer Content (as described in the Order), the Host does not guarantee there will be no loss or corruption of data. Corrupt or invalid backups may be caused by, among other things, content that is corrupted prior to being backed up or that changes during the time a backup is performed. The Host will provide support to the Client and attempt to troubleshoot any known or discovered issues that may affect these backups, but the Client acknowledges that the Host has no liability related to the integrity of such backups or the failure to successfully restore the content to a usable state. The Client agrees to maintain a complete and accurate copy of any Customer Content in a location independent of the Services. 

Except as expressly provided in this agreement, neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, and the Host and its licensors specifically disclaim all implied warranties including, but not limited to, any warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error free service, availability, accuracy, and any and all implied warranties arising from statute, course of dealing, course of performance, or usage of trade to the maximum extent permitted by applicable law. Other than as expressly set out in this agreement, the services are provided as-is, as available, and with all faults. 

In no event shall the Host’s liability arising out of or related to the agreement for any reason (including, but not limited to, contract, tort, or any other theory of liability) exceed in the aggregate the amount of fees paid or owed by the Client to the Host in the 12 months preceding the claim. In no event shall the Host or their licensors have any liability for indirect, special, incidental, consequential, or punitive damages, nor any cover for lost profits, however caused, arising out of or in any way connected with this agreement whether or not the Host have been advised of the possibility of such damages. 

The SLA sets out the Client’s sole remedies for downtime, unavailability, or other SLA failures. 

The Client agrees to indemnify the Host against any claims, damages, losses, costs and expenses which the Host may sustain or incur in relation to any content and materials which the Client provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights. 

The Host agrees to indemnify the Client against any claims, damages, losses, costs and expenses which the Client may sustain or incur in relation to breaches of the Confidentiality and Intellectual Property Rights clauses of this Contract committed knowingly by the Host. 

Nothing in this Contract shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.

Force Majeure

Neither the Host nor the Client shall be liable for breaching this Agreement where that breach results from Force Majeure. 

Force Majeure refers to any event that is beyond the reasonable control of the parties and includes, but is not limited to, acts of God; acts of war; national emergencies; governmental action; union action; civil unrest; fire; explosion; flood and theft.

Term and Termination

This Contract will in all respects be subject to and construed in accordance with the laws of Ontario/Canada. 

Initial Period of Service 

The initial period of Service will commence on the date that the Client’s Website goes live, or the Client’s Order is processed. This term shall last for a period of 12 months, subject to the termination provisions below. 

Annual Renewals 

Upon expiration of the initial period of Service, this Agreement will renew for successive Renewal Terms, each equal to the immediately preceding term, unless one Party notifies the other in writing of its intent not to renew no later than 30 days prior to the expiration of the then-current term. 

Subsequent periods of Service shall last for a period of 12 months each and will follow on from a previous period, without interruption, subject to the fulfillment of the Client’s obligations under the Fees and Payment Clause of this Agreement. All subsequent periods are subject to the termination provisions below. 

Termination by Either Party 

Either party may terminate this Contract immediately in the event that: Either party commits a serious, grave or material breach or persistent breaches of this Contract including non-performance, default or neglect of its duties, responsibilities and obligations under this Contract, and Such breach remains unremedied for a period of 30 days from written notice given by the other party specifying the breach and requiring its remedy; or Such breach is not capable of remedy. 

Termination by the Host

The host reserves the right to terminate this Agreement at any point with one months’ written notice at the host’s discretion, or the Host reserves the right to terminate this Agreement or to suspend the Service with immediate effect in the following circumstances: 

If the Client fails to pay fees due under the Fees and Payment Clause of this Agreement; 

or A known security vulnerability is identified within the Client Website that remains unremedied for more than 24 hours after notification; 

or If the Client is in breach of the terms of this Agreement; or If the Client becomes the subject of a voluntary arrangement under Section 1 of the Insolvency Act 1986; 

or If the Client is unable to pay its debts within the definition of Section 123 of the Insolvency Act 1986; 

or If the Client has a receiver, manager, administrator or administrative receiver appointed over all or a substantial part of its undertakings, assets, or income; has passed a resolution for its winding up; 

or is the subject of a petition presented to a court for its winding up or for an administration order. 

Termination by the Client 

The Client may request the termination of the Service and this Agreement at any point with one months’ written notice. The following shall apply to such situations: Any issuing of refunds is at the sole discretion of the Host. If the Client wishes to terminate during the course of a 12 month period of Service provision the Service will end 1 month after the Host receives the Client’s written notice. On termination of the Service and this Agreement the Client’s Website and all related material will be removed from the Hosting Hardware. 

If the Client sends a termination notice in error or changes their mind, the Host must be informed within 2 months of the notice that the Client wishes their Account to be restored. 

Any notification outside of this period will require a new Account to be set up, with the Client being required to pay for a full 12-month period. 

The Client will be required to pay a reactivation fee of $100.00 plus TAX. Upon termination of this Contract the following shall become immediately due: 

Any and all outstanding invoices; and Any costs accrued up to termination date not already subject to invoice; and Any costs incurred by the Host upon termination of the contract.

Confidentiality 

Both parties shall keep in strict confidence all information which are of a confidential nature and have been disclosed by one party to the other party and shall procure that the receiving party’s employees, agents, consultants or subcontractors keep in strict confidence all such information other than for the purposes of performing its obligations under this Agreement.

Acceptance

The Parties are in agreement of what is stated herein; they do so of their own volition and in full understanding and acceptance of the rights and obligations set forth.

Table of contents:

1. Definitions
2. CDKLabs’ Responsibilities
3. The Client’s Responsibilities
4. Duration
5. Payment
6. Termination
7. Warranties
8. Liability
9. Indemnification
10. Force Majeure
11. Jurisdiction and Interpretation
12. Confidentiality

Definitions

1. “Services” or “Scope of Work” means the services and the scope of work detailed below, it includes and is not limited to pay per click management services; all services may be amended by the parties in writing from time to time.
2. “Contract” and “agreement” mean this document and all the rights and obligations in relation to the Parties described herein. 
3. “Payment” means the fee charged for each Service billing cycle or term. 
4. “Writing” and “written” means direction or statements provided in this Contract as well as in other forms such as emails and similar communications.
5. “Party” or the “Parties” mean the parties to this Contract. 

Our Services

We agree to carry out the following Services that will continually adapt to meet the needs of the PPC industry as these evolve. We reserve the right to adjust from time to time the sub-tasks and methods of each deliverable listed in the best interests of your business. We will notify you in writing of any significant change of deliverables and our reasons behind the decision.

We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without your prior consent. If we use subcontractors, we accept full responsibility for every act or omission of the sub-contractor as if it were an act or omission of our own. 

Description of services provided: 

Our PPC management services may include the following tasks as part of monthly management: 

• Keyword research, strategy, and planning
• PPC competitor analysis and ongoing monitoring
• Monitoring and identifying opportunities to improve results
• Bid Management
• Landing Page Performance Review
• Ad Placement and Targeting Adjustments
• Cost and Performance Analysis
• Geo-targeting Improvements
• Check In Calls/Meetings
• Keyword Management
• Monthly Campaign Performance Report
• Ad Copy Optimization and Testing
• Conversion/Budget Optimization
• Call Tracking, Scheduling,  Audience Targeting
• Reporting

Our PPC management program may cover the following ad platforms: 

• Google Ads (Search & Display Network) 
• Google Shopping 
• Youtube Advertising 
• Instagram Ads
• LinkedIn Ads 
• Bing Advertising 
• Twitter Ads 
• Remarketing/Retargeting (across search engines and social platforms) 
• Facebook Ads

It is with the mutual understanding that a specific search result ranking, Domain Rating, or similar metric is not in any way guaranteed by us to you. It is also mutually understood that since search engines have their own proprietary algorithms that change with time, we will perform the Services within our exclusive scope of abilities in any given moment.  

The Client’s Responsibilities

1. You agree to: 

1. Have read, understood, and accepted as binding all definitions, rights, and obligations outlined in this document. 
2. Provide us with the information, access, passwords and assistance as we may reasonably require within sufficient time to enable us to perform the Services; recognizing you are responsible for the accuracy and legal use of any information submitted to us.
3. Nominate a suitable individual to act as your representative to liaise with us regarding the Services.
4. Obtain and maintain all necessary permissions and consents in connection with the Services. 
5. Meet the payment schedules and requirements defined in this document. 

Duration 

Your services will be effective starting on the date of payment and/or mutually agreed and will have a mandatory 1-month no-cancellation term. After the mandatory no-cancellation term, this service will continue on a rolling month-to-month basis until terminated in accordance with the definitions under Termination.

Payment

You agree to pay the fees to us in consideration of the Services we are providing to you based on the schedule provided in the e-signed contract.

Additional Charges. We will invoice you for any additional services during the next billing cycle in which it may be included. You agree to remit payment for Additional Charges per the terms stated on the invoice for such charges. Any additional charges shall be agreed upon with the customer.

1. Our hourly rate you will be billed at for additional charges is $55 USD

Late Payments. Any invoices or fees that are not paid when due shall bear no penalty for seven (7) days only. You shall pay any and all costs and expenses, including without limitation, reasonable attorneys’ fees incurred by us in enforcing this policy or in collecting from you any amounts due to us hereunder. 

Default. Payment default will result if you fail to make any payment to us by the due date plus seven (7) days; then, without prejudice to any statutory right which we may have, we will have the right to suspend the Services and charge you a penalty on the overdue sum of 25%. 

Disputes. You shall promptly provide us with written notice of any disputes or concerns you have with respect to any invoices, charges, and payments made hereunder; and in any case, you shall notify us of such a dispute or concern within thirty (30) days of your receipt of such invoice or charge to allow ample time for us to resolve your concern.

Termination

Effective at the expiration of the mandatory no-cancellation term, either Party has the right to terminate the Contract by giving a minimum of fourteen (14) days written notice to the other Party assuming you have paid all amounts due or payable to us, excluding those disputed in good faith. 

As an exception, either Party has the right to terminate the Agreement immediately, irrespective of the no-cancellation term if the other:

1. Has committed a breach of this Agreement, unless the breach is capable of remedy, in which case the innocent Party will have the right to terminate if the other Party has failed to remedy the breach within fourteen 14 days after receiving written notice to do so.
2. Goes into bankruptcy or liquidation either voluntary or compulsory (except for the purpose of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets. 

If this Contract is terminated, we will continue to provide the Services and you will continue to pay the fees during any period of notice, except in accordance with the exceptions mentioned above. You will also be required to pay us immediately for any other Services we have provided at your request that have not yet been paid for. 

Any and all obligations of the Parties, which either expressly or by their nature continue beyond the termination date of the Contract, will survive termination on a pro-rata basis as agreed to under Payment.

Warranties

You warrant to: 

1. Pay all fees owing hereunder when due, regardless of whether or not you have denied any Services hereunder; 
2. Comply with license terms for any and all items provided, installed, and/or maintained by us; 
3. Comply with all applicable laws and regulations governing transmissions of data; 
4. and not use our provided Services for illegal or unauthorized purposes, to interfere with or disrupt other users, Services, or equipment, or to propagate computer viruses or worms. 
5. Not solicit any of our employees or contractors during the Duration of this Contract and for a period of twelve (12) months after the termination hereof. 

We warrant:

1. That the Services to be provided hereunder will be performed in a professional manner consistent with the standards of the industry. 
2. No other warranties of any kind whether expressed or implied with respect to this Agreement or the services including, but not limited to, any implied expectation of ranking, profitability, or usage for a particular purpose. 

All warranties or conditions whether expressed or implied by law are hereby expressly excluded in favor of this Agreement. 

Liability

You agree that we cannot be held liable for any results outside of our control, such as the quality of leads or sales made by your team. You acknowledge that we have no control over changes to search engine policies or algorithms. 

You understand and accept that at any time the third party search engines and platforms in their sole discretion may affect how your website content, pages, and domain are viewed and displayed and thereby, your website may lose top rankings or be excluded from paid results at the sole discretion of the search engines. You agree to not hold us liable for any such negative impact to your rankings. We assume no responsibility for the actions and algorithms of these search engines and platforms.

Provided that we upheld our obligations hereunder, you agree that no refunds or discounts will be given for any negative impact on the part of any search engine. While we will provide professional advice in relation to the Services on a continual basis, you certify that we have not given nor implied any guarantees regarding your website rankings in search engines due to these beyond our scope and control. 

Nothing in this Agreement excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

You further agree to:

1. Accept full and exclusive responsibility for your business’ performance and customer satisfaction. 
2. Accept exclusive responsibility for understanding and ensuring compliance with any regulatory, legal, or contractual obligations related to your business, including without limitation, data held by you and your customers, information provided by you to your customers and/or other third parties, and any safeguarding and security measures that may be required. We may participate in implementing needed systems, services and functions for compliance, but you are solely responsible for the final outcomes, actions taken, and results produced.
3. Accept full liability for any losses or cost sustained or incurred by you or arising directly or indirectly as a result of a failure on your part to meet any of the above provisions or for defaulting on Payment.

In addition, we will not be liable by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the Contract. 

In the event of a breach or failure by us to execute our express obligations under this Contract, your remedies will be limited to damages, which in any event, will not exceed the fees and expenses paid by you for the Services in the preceding 6 month period. 

You agree to indemnify us against all damages, costs, claims and expenses suffered by us where this is caused by you, or your agents or employees. We shall not be liable to you or any other person for any direct, indirect, or consequential damages, or for the loss of data, profit, or revenue arising out of or relating to this Contract, even if it has been advised of the possibility of such potential loss or damage. 

Indemnification

You agree to hold harmless, defend and indemnify us, our employees, contractors, directors and agents, from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential), liabilities, judgments, and expenses (including without limitation reasonable attorneys’ fees) incurred in connection with or arising from any breach by Client or its employees, agents, guests, or invitees of this Contract. 

If any action or proceeding is brought against us, our employees, contractors, directors or agents by reason of such claim for which you have indemnified us, you agree to, upon written demand from us, defend the same at your own expense, with counsel reasonably satisfactory to us.

Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party. 

Such causes include, but are not limited to: power failure, internet service provider failure, strike, lockout, civil unrest, acts of malicious computer programs and code (including but not limited to viruses, Trojan horses, worms, malicious macros, and scripts), shortages, accidents, casualties, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, epidemics or any other event beyond the control of the Party in question. 

Jurisdiction and Interpretation

This Contract will in all respects be subject to and construed in accordance with the laws of Ontario/Canada. 

The interpretation of this agreement is agreed upon by both parties to be clear and leave no doubt upon the terms and definitions used herein. No third party may assign a different interpretation to the agreed terms. Any dispute between the Parties will be referred to the exclusive jurisdiction of the courts of Ontario/Canada and subject to interpretation under court hearing.

Confidentiality 

Each Party undertakes that throughout the term of the Contract, the Parties may disclose certain confidential information to each other. Both Parties agree that they will not use the confidential information provided by the other, except to perform their obligations under the Agreement. 

Each Party will maintain the information’s confidentiality and will not disseminate it to any third party, unless so authorized by the other Party in writing. 

1. Introduction
2. CDKLabs’ Responsibilities
3. The Client’s Responsibilities
4. Duration
5. Payment
6. Termination
7. Warranties
8. Liability
9. Indemnification
10. Force Majeure
11. Jurisdiction and Interpretation
12. Confidentiality

Introduction

CDKLABS will provide various digital services as described on the website. All fees must be paid in full prior to the start of your campaign.

Our Responsibilities

We agree to carry out the following Services that will continually adapt to meet the needs of the SEO industry as these evolve. We reserve the right to adjust from time to time the sub-tasks and methods of each deliverable listed in the best interests of your business. We will notify you in writing of any significant change of deliverables and our reasons behind the decision.

We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without your prior consent.

Description of services provided: 

• Obtaining “backlinks” from other websites, blogs and directories in order to generate link popularity.
• Creating content/visual documents
• Creating placement and submission reports

This Contract is entered into with the mutual understanding that a specific search result ranking, Domain Rating, or similar metric is not in any way guaranteed by us to you. It is also mutually understood that since search engines have their own proprietary algorithms that change with time, we will perform the Services within our exclusive scope of abilities in any given moment.  

The Client’s Responsibilities

You agree to: 

1. All fees are non-refundable.
2. All fees, services, documents, recommendations and reports are confidential.
3. CDKLABS 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. The Client’s website may be excluded from any blog, website, directory or search engine at any time at the sole discretion of the search engine or directory.
4. CDKLABS has no control over website and blog owners removing links and content, or deleting/moving/changing their website. These placements will not be refunded or replaced.
5. Under no circumstances shall CDKLABS be liable to you (the end user) for any damages whatsoever, including (without limitation) any direct incidental or consequential damages, loss of profits, or any claims of yours or third party websites. You, the end user, assume all risks and potential damages (known or unknown) associated with using CDKLABS services.
6. CDKLABS reserves the right to tweak anchor text and other order details to ensure successful placements or completion of services.
7. As an outsourced provider of specific SEO services, CDKLABS does not guarantee search engine positions for any particular keyword, phrase, or search term. Neither does CDKLABS guarantee any traffic increases.
8. Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. CDKLABS does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
9. CDKLABS is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.

Duration 

This Contract will be effective starting on the date of the proposal acceptance and full payment. After the mandatory no-cancellation term, this Contract will continue on a rolling month-to-month basis until terminated in accordance with the definitions under Termination.

Payment

You agree to pay the fees to us in consideration of the Services we are providing to you based on the schedule provided in the e-signed contract.

Additional Charges. We will invoice you for any additional services during the next billing cycle in which it may be included. You agree to remit payment for Additional Charges per the terms stated on the invoice for such charges. Any additional charges shall be agreed upon with the customer.

1. Our hourly rate you will be billed at for additional charges is $55 USD

Late Payments. Any invoices or fees that are not paid when due shall bear no penalty for seven (7) days only. You shall pay any and all costs and expenses, including without limitation, reasonable attorneys’ fees incurred by us in enforcing this policy or in collecting from you any amounts due to us hereunder. 

Default. Payment default will result if you fail to make any payment to us by the due date plus seven (7) days; then, without prejudice to any statutory right which we may have, we will have the right to suspend the Services and charge you a penalty on the overdue sum of 25%. 

Disputes. You shall promptly provide us with written notice of any disputes or concerns you have with respect to any invoices, charges, and payments made hereunder; and in any case, you shall notify us of such a dispute or concern within thirty (30) days of your receipt of such invoice or charge to allow ample time for us to resolve your concern.

Warranties

You warrant to: 

1. Pay all fees owing hereunder when due, regardless of whether or not you have denied any Services hereunder; 
2. Comply with license terms for any and all items provided, installed, and/or maintained by us; 
3. Comply with all applicable laws and regulations governing transmissions of data; 
4. and not use our provided Services for illegal or unauthorized purposes, to interfere with or disrupt other users, Services, or equipment, or to propagate computer viruses or worms. 
5. Not solicit any of our employees or contractors during the Duration of this Contract and for a period of twelve (12) months after the termination hereof. 

We warrant:

1. That the Services to be provided hereunder will be performed in a professional manner consistent with the standards of the industry. 
2. No other warranties of any kind whether expressed or implied with respect to this Agreement or the services including, but not limited to, any implied expectation of ranking, profitability, or usage for a particular purpose. 

All warranties or conditions whether expressed or implied by law are hereby expressly excluded in favor of this Agreement. 

Liability

You agree that we cannot be held liable for any results outside of our control, such as the quality of leads or sales made by your team. You acknowledge that we have no control over changes to search engine policies or algorithms. 

You understand and accept that at any time the third party search engines and platforms in their sole discretion may affect how your website content, pages, and domain are viewed and displayed and thereby, your website may lose rankings or be excluded from search results at the sole discretion of the search engines. You agree to not hold us liable for any such negative impact to your rankings. We assume no responsibility for the actions and algorithms of these search engines and platforms.

Provided that we upheld our obligations hereunder, you agree that no refunds or discounts will be given for any negative impact on the part of any search engine. While we will provide professional advice in relation to the Services on a continual basis, you certify that we have not given nor implied any guarantees regarding your website rankings in search engines due to these beyond our scope and control. 

Nothing in this Agreement excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

You further agree to:

1. Accept full and exclusive responsibility for your business’ performance and customer satisfaction. 
2. Accept exclusive responsibility for understanding and ensuring compliance with any regulatory, legal, or contractual obligations related to your business, including without limitation, data held by you and your customers, information provided by you to your customers and/or other third parties, and any safeguarding and security measures that may be required. We may participate in implementing needed systems, services and functions for compliance, but you are solely responsible for the final outcomes, actions taken, and results produced.
3. Accept full liability for any losses or cost sustained or incurred by you or arising directly or indirectly as a result of a failure on your part to meet any of the above provisions or for defaulting on Payment.

In addition, we will not be liable by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the Contract. 

In the event of a breach or failure by us to execute our express obligations under this Contract, your remedies will be limited to damages, which in any event, will not exceed the fees and expenses paid by you for the Services in the preceding 6 month period. 

You agree to indemnify us against all damages, costs, claims and expenses suffered by us where this is caused by you, or your agents or employees. We shall not be liable to you or any other person for any direct, indirect, or consequential damages, or for the loss of data, profit, or revenue arising out of or relating to this Contract, even if it has been advised of the possibility of such potential loss or damage. 

Indemnification

You agree to hold harmless, defend and indemnify us, our employees, contractors, directors and agents, from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential), liabilities, judgments, and expenses (including without limitation reasonable attorneys’ fees) incurred in connection with or arising from any breach by Client or its employees, agents, guests, or invitees of this Contract. 

If any action or proceeding is brought against us, our employees, contractors, directors or agents by reason of such claim for which you have indemnified us, you agree to, upon written demand from us, defend the same at your own expense, with counsel reasonably satisfactory to us.

Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party. 

Such causes include, but are not limited to: power failure, internet service provider failure, strike, lockout, civil unrest, acts of malicious computer programs and code (including but not limited to viruses, Trojan horses, worms, malicious macros, and scripts), shortages, accidents, casualties, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, epidemics or any other event beyond the control of the Party in question. 

Jurisdiction and Interpretation

This Contract will in all respects be subject to and construed in accordance with the laws of Ontario/Canada. 

The interpretation of this agreement is agreed upon by both parties to be clear and leave no doubt upon the terms and definitions used herein. No third party may assign a different interpretation to the agreed terms. Any dispute between the Parties will be referred to the exclusive jurisdiction of the courts of Ontario/Canada and subject to interpretation under court hearing.

Confidentiality 

Each Party undertakes that throughout the term of the Contract, the Parties may disclose certain confidential information to each other. Both Parties agree that they will not use the confidential information provided by the other, except to perform their obligations under the Agreement. 

Each Party will maintain the information’s confidentiality and will not disseminate it to any third party, unless so authorized by the other Party in writing.