Terms of Service

This Search Engine Optimization and Reporting Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Customer”) and applies to the purchase of all Search Engine Optimization and Reporting Services (hereinafter collectively referred to as “SEO Services”) ordered by Customer.

Term and Termination 

This Agreement shall be effective as of the time frame Customer signs up for SEO Services. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and/or the breaching party fails to cure such breach. This Agreement may be terminated by GORILLA MARKETING SEM MANCHESTER LTD (i) immediately if Customer fails to pay any fees hereunder (unless invoices are in query); or (ii) if Customer fails to cooperate with GORILLA MARKETING SEM MANCHESTER LTD or hinders GORILLA MARKETING SEM MANCHESTER LTD SEO‘s ability to perform the SEO Services hereunder.

SEO Services

GORILLA MARKETING SEM MANCHESTER LTD agrees to provide Customer with SEO Services as described in this Agreement. GORILLA MARKETING SEM MANCHESTER LTD is authorized to use the specific keywords and/or phases provided by Customer for development, improving the ranking of, and/or positioning the contents of the Customer’s URL(s) in search engines and/or directories. SEO Services are intended to provide the Customer with preferential positioning in selected search engines, increased inbound web inquiries and report results on an ongoing and timely basis. SEO Services include:

• Research keywords and phrases to select appropriate, relevant search terms.
  ● Submit Customer’s pages to search engines and directories.
  ● Modifying the website and content.
  ● Creating content for Customer website.
  ● Linking to Customer website from other sources.
  ● Create positioning reports showing rankings in the major search engines and under which keywords.

Fees; Limitations on Refunds and Cancellation Fees

Customer agrees to pay GORILLA MARKETING SEM MANCHESTER LTD any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any SEO Services.

THE CUSTOMER FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY CUSTOMER, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CUSTOMER FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY OUTSTANDING FEES OR OTHER AMOUNTS DUE TO GORILLA MARKETING SEM MANCHESTER LTD AS PROVIDED IN THE AGREEMENT.

Customer Responsibilities

For the purposes of providing these services, Customer agrees that if Customer’s web site(s) is light in textual content, Customer will provide additional relevant text content in electronic format for the purpose of creating additional web pages.

Customer Acknowledgements

Customer understands, acknowledges and agrees that:

GORILLA MARKETING SEM MANCHESTER LTD has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Customer’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.

GORILLA MARKETING SEM MANCHESTER LTD will work to resubmit pages that have been dropped from the index at no extra charge, but at no point will we be held liable for any loss of business that may occur; with the exception of (i) in the event that it can be shown that unethical SEO practices implemented by GORILLA MARKETING SEM MANCHESTER LTD have resulted in a significant and attributable increase to the Customer’s business, GORILLA MARKETING SEM MANCHESTER LTD will be held accountable and Customer is entitled to a full refund and may withdraw from any and all future payments to GORILLA MARKETING SEM MANCHESTER LTD.

Web Site Changes

GORILLA MARKETING SEM MANCHESTER LTD is not responsible for changes made to Customer’s web site(s) by other parties that adversely affect the search engine or directory rankings of Customer’s web site(s). Additional Services – Additional services not listed herein will be provided for a fee of £140.00 per hour.

Indemnification

Customer shall indemnify and hold harmless GORILLA MARKETING SEM MANCHESTER LTD (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 GORILLA MARKETING SEM MANCHESTER LTD as a result of any claim, judgment, or adjudication against GORILLA MARKETING SEM MANCHESTER LTD 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 Customer to GORILLA MARKETING SEM MANCHESTER LTD (the “Customer Content”), or (b) a claim that GORILLA MARKETING SEM MANCHESTER LTD use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, GORILLA MARKETING SEM MANCHESTER LTD must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.

Disclaimer of All Other Warranties 

GORILLA MARKETING SEM MANCHESTER LTD 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 CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, GORILLA MARKETING SEM MANCHESTER LTD 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 GORILLA MARKETING SEM MANCHESTER LTD 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. GORILLA MARKETING SEM MANCHESTER LTD 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

Customer makes the following representations and warranties for the benefit of GORILLA MARKETING SEM MANCHESTER LTD:
Customer represents to GORILLA MARKETING SEM MANCHESTER LTD and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork (materials) furnished to GORILLA MARKETING SEM MANCHESTER LTD are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend GORILLA MARKETING SEM MANCHESTER LTD and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer. Upon termination of this agreement, any and all material shared between GORILLA MARKETING SEM MANCHESTER LTD and Customer will remain under the ownership of Customer unless agreed to in writing by both parties. Upon termination and receipt of all materials by Customer, GORILLA MARKETING SEM MANCHESTER LTD will be required to delete all materials unless otherwise stated in writing by Customer.

Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to GORILLA MARKETING SEM MANCHESTER LTD for inclusion on the website above are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend GORILLA MARKETING SEM MANCHESTER LTD 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. Customer agrees that the Customer is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend GORILLA MARKETING SEM MANCHESTER LTD and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.

Confidentiality

The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. Use of an external subcontractor by either party will require them to abide by all confidentiality and non-disclosure agreements entered into by GORILLA MARKETING SEM MANCHESTER LTD and Customer. “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, GORILLA MARKETING SEM MANCHESTER LTD and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.

IP Assignment

1. Work Product. During the course of performing the Services, GORILLA MARKETING SEM MANCHESTER LTD and its directors, officers, employees, or other representatives may, independently or in conjunction with Customer, develop information, produce work product, or achieve other results for Customer in connection with the Services it performs for Customer.
2. GORILLA MARKETING SEM MANCHESTER LTD agrees that such information, work product, and other results, systems and information developed by GORILLA MARKETING SEM MANCHESTER LTD and/or Customer in connection with such Services (hereinafter referred to collectively as the “Work Product”) shall, to the extent permitted by law, be a “work made for hire” within the definition of the Copyright Act 1968, and shall remain the sole and exclusive property of Customer.
3. Assignment of Interest. To the extent any Work Product is not deemed to be a work made for hire within the definition of the Copyright Act, GORILLA MARKETING SEM MANCHESTER LTD with effect from creation of any and all Work Product, hereby assigns, and agrees to assign, to Customer all right, title and interest in and to such Work Product, including but not limited to copyright, all rights subsumed thereunder, and all other intellectual property rights, including all extensions and renewals thereof.
4. Moral Rights. GORILLA MARKETING SEM MANCHESTER LTD also agrees to waive any and all moral rights relating to the Work Product, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use, and subsequent modifications.
5. GORILLA MARKETING SEM MANCHESTER LTD further agrees to provide all assistance reasonably requested by Customer, both during and subsequent to the Term of this Agreement, in the establishment, preservation and enforcement of Customer’s rights in the Work Product.
6. Return of Property. Upon the termination of this Agreement, GORILLA MARKETING SEM MANCHESTER LTD agrees to deliver promptly to Customer all printed, electronic, audio-visual, and other tangible manifestations of the Work Product, including all originals and copies thereof.

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

GORILLA MARKETING SEM MANCHESTER LTD, 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. Customer does not undertake by this Agreement, or otherwise, to perform any obligation of GORILLA MARKETING SEM MANCHESTER LTD, whether by regulation or contract. In no way is GORILLA MARKETING SEM MANCHESTER LTD to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this
Agreement notwithstanding.

Notice and Payment

Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered or Express mail, return receipt requested or by Royal Mail. 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 United
Kingdom. All disputes under this Agreement shall be resolved by litigation in the courts of the United
Kingdom, including the 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 defences
otherwise available to it.

Agreement Binding on Successors

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

Assignability

Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of GORILLA MARKETING SEM MANCHESTER LTD. GORILLA MARKETING SEM MANCHESTER LTD 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.

No Inference Against Author

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

Disputes

Customer and GORILLA MARKETING SEM MANCHESTER LTD 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 Manchester, United Kingdom and in accordance with the Commercial Arbitration Rules of the United Kingdom.