IMSA

Legal Notice

Bizzuka Internet Marketing Services Agreement

This Internet Marketing Services Agreement ("Agreement") is a valid legal agreement between Bizzuka, Inc. ("Bizzuka") with a principal business address at 105 Chapel Dr., Lafayette, Louisiana and the individual or single entity ordering Bizzuka's Internet Marketing Services ("Services"). This Agreement governs the Client's purchase and use of Bizzuka's Services ordered by the Client.

For purposes of this Agreement, the 'Effective date' shall be that time when the initial payment for services outlined in the Order Form has been received by Bizzuka.

The terms of this Agreement shall commence on the Effective Date, as herein defined.

RECITALS

  • WHEREAS, Bizzuka is web design and Internet development company that offers Internet Marketing Services, including the initiation of such services,
  • WHEREAS, Client chooses to employ the aforementioned Internet Marketing Services of Bizzuka,
  • WHEREAS, Client has carefully reviewed the Terms of Service Agreement and abides by terms and conditions mentioned in this Agreement.

NOW THEREFORE, in consideration of the terms and conditions set forth in this Agreement, Bizzuka and Client agree to the foregoing and as follows:

Bizzuka agrees to provide Client with Search Engine Optimization (hereinafter referred to as "SEO") as described in this agreement and as stipulated in Client signed Work Order. Bizzuka is authorized to use the specific keywords and/or phases set forth below for development, improving the ranking of, and/or positioning the contents of the Client's URL(s), in the search engines and/or directories that are most frequently used by the general public which are defined below.

Client agrees to pay Bizzuka a fee as stated in Work Order. Fee must be received prior to the start of any services provided. SEO Services are intended to provide the client with preferential positioning in selected search engines and report results on an ongoing and timely basis.

Client understands, acknowledges and agrees the following with respect to SEO services:

  • Client authorizes Bizzuka use of all client logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by Bizzuka for search engine positioning and optimization.
  • Client is to create or provide access to their Google, Bing (Windows Live) and Yahoo! accounts to claim local directory listings.
  • Bizzuka 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. Client site may be excluded from any directory at any time at the sole discretion of the search engine or directory.
  • Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, Bizzuka does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase or search term. However, if Bizzuka fails to achieve 3 top 30 positions in the major search engines, Bizzuka will start over "SEO" services with no cost to Client.
  • Some search engines and directories may take as long as 2 to 4 months, and in some cases longer, after submission to list your site.
  • Occasionally, search engines will drop listings for no apparent or predictable reason. Often listing will "reappear" without any additional optimization.
  • Some search directories offer expedited listing services for a fee. Bizzuka encourages clients to take advantage of these expedited services. Client is responsible for expedited service fees, example Yahoo, unless otherwise noted in the package Client purchases.
  • Bizzuka is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client's website.
  • Additional Services not listed herein or in the signed Work Order will be provided for $175 per hour. For example, purchasing keywords beyond the scope provided in the Work Order, or creating more doorway pages than provided in original Work Order.
  • Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Bizzuka for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Bizzuka and its subcontractors from any liability or suit arising from the use of such elements.
  • Bizzuka is not responsible for Client's overwriting SEO work to Client's site. IE / Client webmaster making changes and uploading over work already provided. Client will be charged an additional fee for re-constructing Metas, etc based on the hourly rate of $175 per hour.
  • Search engine's indexing time is completely out of Bizzuka's control. Search engine algorithms are constantly changing. However, with ethical optimization methods, Bizzuka is confident that your website will achieve relevant search engine rankings in the major search engines (Google and Bing). Bizzuka does not provide a guarantee of an increase in rankings.
  • Bizzuka does not guarantee improvement in Client's sales or relevant website traffic. Such will still depend on the demand for Client's product or service, design and layout of the site, and many other factors beyond the control of Bizzuka. Guarantee provided in this Agreement is based on the SEO provider's efforts to deliver top search engine rankings and on the cooperation of the Client.
  • Optimization services are provided on a best-efforts basis due to the dynamic and unpredictable nature of the World Wide Web. In no event, shall Bizzuka be held liable for any consequential, indirect, incidental, punitive, or special damages including, without limitation, damages for loss of business profits, business interruption, or loss of business information arising out of this Agreement or out of the actions of third parties in connection with this Agreement, even if Client has been advised of the possibility of such damages.
  • Search engines penalize websites for duplicate content within your website or from other websites.
  • Transferring of the optimized pages to another domain will void the guarantee because optimization work was made for the original domain.
  • Client's selection of keyword phrases that are too competitive may void any guarantee.
  • Client shall not remove the link to sitemap, sitemap, and optimized pages. Doing so will also void the guarantee because if these pages are not viewable, website pages will not be crawled by the search engine spiders. Should the Client accidentally remove the link to sitemap, sitemap, and optimized pages, Bizzuka will add the link to sitemap, and/or re-upload the sitemap and optimized pages at an hourly rate of $175.
  • Preferred Keywords. Client shall take full responsibility for the keywords used and optimized in the website. Client acknowledges to follow the guidelines set by Bizzuka in choosing the keywords. Should Client insist to use own keywords, further approval must be obtained from Bizzuka to ensure that keywords are not too competitive and can achieve successful search engine rankings.
  • Optimized Content. Client hereby agrees that the thoroughly reviewed and approved text content made by the Bizzuka SEO specialists is still the property of the optimization provider. Client, however, shall take full responsibility, legally or otherwise, for all content included in the optimized pages and the meta tags.
  • Website Layout. Client shall approve the optimized content prior to uploading to the website. Client shall also send a written approval stating that the content created by Bizzuka can be uploaded as part of the optimization process.
  • Content Additions. Client shall pay Bizzuka additional compensation of $175 per hour for any additional content, text, images, and web pages, outside the bounds of terms exceeding the scope of the optimization package and processes.
  • Modifications. Client modifications, updates, and alterations after the completion of the optimization process and the written approvals and email have reached Bizzuka, Client shall be charged $175 per hour. For any significant changes to website, Client must notify Bizzuka before work commences. Client also agrees to inform Bizzuka that if there are changes to the web pages, especially the home page. As the entrance to Client's site, this page is critical. Client shall let Bizzuka know by email/phone call of any substantial edits or changes to the website within 3 business days. Guarantee is void if our work is altered without our knowledge.
  • Uptime and downtime. Client shall ensure 100% uptime of the website. Otherwise, Client shall notify Bizzuka of the downtime incident. Downtime of more than 24 hours voids the guarantee. If optimized website is hosted by Bizzuka, Client shall be notified of possible downtimes and server maintenance schedules.

LIMITED WARRANTIES

Client represents and warrants to Bizzuka that:

Client has the legal personality or authority, as the case may be, to enter into an Agreement with Bizzuka and perform its obligations under this Agreement.

  • Client shall use Bizzuka's services and products for lawful purposes.
  • Client shall not violate any existing law, rules or regulations of any country where the project is used. Neither shall Client shall violate the intellectual property rights of any person, corporation or legal entity.
  • Client warrants that the project herein, or its principal place of business is not located in a country where the activities necessarily arising from the use of the project is prohibited.
  • In any instance Client shall receive advice or notice of any claim with regard the project or Bizzuka, Client shall promptly provide Bizzuka with a written notice of such claim.
  • Client agrees to inform Bizzuka via email within three (3) days of any changes, alterations or modifications to the homepage or the project in general.

Bizzuka Warrants that:

  • Bizzuka has the legal personality and authority to enter into this Agreement and perform its obligations under this Agreement; and,
  • Bizzuka will perform the services required under this Agreement.

CANCELLATION, TERMINATION AND BREACH OF CONTRACT

Cancellation. Client is expected to send a written cancellation notice to accounting@bizzuka.com. All unpaid fees are required to be paid prior to cancellation.

Termination by Bizzuka. Bizzuka shall have the right, upon written notice to Client, to terminate this Agreement, sue and/or make Client liable for breach, if:

  • Client fails to comply with its payment obligations under this Agreement;
  • Client materially breaches any term or condition this Agreement;
  • Client terminates or suspends its business activities, becomes insolvent, or becomes subject to any bankruptcy or insolvency proceeding, or assigns the project to creditors, or becomes subject to direct control of a trustee, receiver or similar authority.
  • Client infringes or duplicates the website subject of this Agreement, while having an outstanding balance, within one year from effective date of this Agreement.

Termination by Client. Client shall have the right, upon written notice to Bizzuka, to terminate this Agreement if Bizzuka is in material breach of this Agreement and it fails to remedy such material breach within thirty (30) calendar days of its receipt of such written notice.

Survival. Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated.

Abandonment of Project. A project manager will be working with the Client in every phase to assure that requests are processed. However, if any response or approval is not received from the Client for more than 30 days, the project will be considered abandoned and payment will be surrendered in full.

  • You agree to maintain Service for the initial agreement term. After the initial term, Service will automatically renew for successive monthly periods. You may terminate the Service at the end of the initial term or at any time during any renewal term by providing not less than thirty (30) days written notice to Bizzuka. The termination notice must be sent to accounting@bizzuka.com. Client agrees to comply with the terms found in the Terms of Service Agreement.

RECORDS AND DOCUMENTS. Bizzuka is not responsible for the custody, archiving, safe keeping, as well as of returning or sending to Clients, of documents, graphic work, physical goods or web pages created for Clients and/or sent to Bizzuka in any manner or form.

ADDITIONAL SERVICES. Additional services not listed herein or in the Service Plan will be provided for at $175 per hour. Bizzuka is not responsible for Client's overwriting SEO Services work to Client's website(s). Client will be charged an additional fee for re-constructing meta-tags, keywords, content, etc., based on the hourly rate of $175 per hour.

INDEMNIFICATION. Client shall indemnify and hold harmless Bizzuka (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by Bizzuka as a result of any claim, judgment, or adjudication against Bizzuka related to or arising from: (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Bizzuka (the "Client Content"), or (b) a claim that Bizzuka's use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Bizzuka must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.

DISCLAIMER OF ALL OTHER WARRANTIES. Bizzuka does not warrant that the SEO Services will meet the Customer's expectations or requirements. The entire risk as to the quality and performance is with the Customer. Except as otherwise specified in this Agreement, the Company 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.

LIMITED LIABILITY. In no event shall Company 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. There shall be no refunds. Company 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.

CUSTOMER REPRESENTATIONS. Client makes the following representations and warranties for the benefit of Bizzuka:

  • Client represents to Bizzuka and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Bizzuka are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Bizzuka and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
  • Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Bizzuka for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Bizzuka and its subcontractors from any liability 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. Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Bizzuka and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client'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, Bizzuka and Client 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. Bizzuka, 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. Client does not undertake by this Agreement, the Order Form or otherwise to perform any obligation of Bizzuka, whether by regulation or contract. In no way is Bizzuka to be construed as the agent or to be acting as the agent of Client 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 Form 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 Louisiana. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Louisiana 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. Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Bizzuka. Bizzuka 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.

INTEGRATION. 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. Client and Bizzuka 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, shall be submitted by either party to arbitration in Lafayette Parish, Louisiana 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 Louisiana 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 Louisiana 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.

PROJECT DELIVERY

  • Completed Delivery. Optimization Services rendered by Bizzuka shall be considered completed upon delivery of the completion notification email.
  • Feedback. Client shall provide Bizzuka, within seven (7) days and thru means supplied by the latter, feedback or notice on approval of keyword phrase list, sitemap, and the optimized pages. If notice or feedback is received, the project shall be deemed accepted and satisfactory to the Client, and Bizzuka shall not be held liable or accountable for any additional costs required by the nature of the project.

COMPLETION. Completion of optimization lasts until contract between Client and Bizzuka expires, and/or any of the parties mentioned pre-terminate the agreement for valid reasons.

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. Each Party warrants that their representative whose signature appears below is duly authorized by all necessary and appropriate corporate actions to execute this Agreement.

PAYMENT and GUARANTEE TERMS

Set-up and One-time Fees. All applicable fees are found on the Work Order and Service Plan. Client agrees to pay Bizzuka the set-up and/or monthly fee. Client further agrees to pay the optimization fee based on the Service Plan in accordance with the payment terms. If Client wishes to upgrade the optimization service, monthly service fees shall be prorated.

Late Payments. Should Client fail to pay any fees on the date due for payments, Bizzuka shall have the right to make use of any or all of the following, as the case may be:

  • Assess and collect charges for the delay in an amount constituting five percent (5%) per month of which amount shall not exceed the ceiling provided by law, when available;
  • Suspend or terminate any access to any or all of the services of Bizzuka after eight (8) days of non-payment;
  • Terminate the herein Agreement without incurring any liability whatsoever arising from the discontinuance of services due to late payments, after thirty (30) days of non-payment.

Continuous Payment. The suspension or termination of Bizzuka services, or of the Agreement, shall not absolve the Client from paying any outstanding fees, interests and penalties. Client shall be responsible for any costs for the collection of such fees. Costs herein contemplated shall include, among other expenses rightfully due to Bizzuka, attorney's fees, expenses of litigation, and payment of damages.

Payment. Client agrees to pay Bizzuka a fee in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Fees charged are nonrefundable. Payments may be made at the time of purchase or, annually or monthly (both billed in advance) as mutually agreed upon for the relevant Service. Client may cancel the Services by providing Bizzuka with a minimum 30-day notice, in writing, to end of service month. Bizzuka may cancel services immediately at any time, and for any reason with or without cause, upon notice to Client. Specifically, Bizzuka reserves the right to terminate a Service for non-payment.

By signing the Internet Marketing Services Work Order, you agree that if at any time a search engine ceases to offer sponsored listings or, if at any time for any reason, a search engine refuses service to the company which you represent or refuses to provide a sponsored listing to this company that Bizzuka will not be held responsible. You also agree that such a refusal of service to this company by a search engine may also be grounds for termination of this agreement by Bizzuka.

By signing the Internet Marketing Services Work Order, you indicate that you have read and understood the Internet Marketing Service Agreement and that you understand the services we provide in accordance with this plan.

Bizzuka, Inc. reserves the right to terminate or deny service for any reason, including but not limited to: websites considered to be of pornographic nature by Bizzuka, websites involved in domain name disputes, failure to pay for services on time, solicitation or selling of illegal products or services.

This instrument and the Internet Marketing Service Agreement (https://www.bizzuka.com/IMSAgreement) and incorporated herein by reference constitute the entire agreement between the parties, and represent the complete and entire understanding of the parties with respect to the subject matter of this agreement. Any changes or modifications to this Contract are agreed to by the parties upon renewal of services. These instruments supersede any other agreement or understanding between the parties, whether written or oral. In the event that any term or provision of these instruments are held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of these instruments and the agreements which they evidence, shall remain in full force and effect.

This Agreement shall be governed and construed in accordance with the laws of the State of Louisiana.

Optional Services

Pay-Per-Click (PPC) - PPC services are outlined in the signed Work Order. Client is responsible for all PPC charges and will be billed directly to their credit card kept on file with Bizzuka. Account management fees will be billed monthly by Bizzuka.

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