Terms and Condition

THIS SERVICES AGREEMENT (this “Services Agreement”) is made this ____ day of ____________________ between RELEVANT DEALER, LLC, an Indiana limited liability company (the “Supplier” or “Relevant Dealer”) and
_________________ (the “Customer” or “Client”), with its principal office located at _________________________
WHEREAS, the Supplier provides, among other services, website search optimization services to businesses leveraging Industry “Best Practices” including the Optimization of Google My Business pages, directory listing site submissions and page development.
WHEREAS, the Customer intends to retain Supplier to provide it with the Digital Marketing Services identified and subject to the provisions of this Agreement and the Terms and Conditions
(defined below).

• Term and Termination – This Agreement shall be effective upon signature. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Relevant Dealer (i) immediately if
  Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Relevant Dealer or hinders Relevant Dealer’s ability to perform the SEO Services hereunder.
• SEO Services – Relevant Dealer agrees to provide Customer with SEO Services as described in this Agreement. Relevant Dealer 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 and report results on an
  ongoing and timely basis. SEO Services include:
  o Research keywords and phrases to select appropriate, relevant search
  terms.
  o Submit Customer’s pages to search engines and directories as set forth in this Agreement.
• Modify the title tags, meta tags, content, HTML code, URLs and other on-page factors.
• Create positioning reports showing rankings in the major search engines and under which keywords.

3. Fees; Limitations on Refunds and Cancellation Fees – Customer agrees to
   pay Relevant Dealer :
   • $ Set-up Fee
   • $ (Monthly) for SEO Services

4. Term – The Search Engine Optimization and Reporting Agreement shall
   commence upon receipt of payment of services (Set-up fee and Services fee) and will continue for a period of 30 days. The agreement shall automatically renew on a recurring 30 day basis thereafter until cancelled by either party.
5. Nonpayment – Payments not received prior to term of service shall result in Search Engine Optimization and Reporting Agreement being placed on “Hold”. The agreement shall continue under new 30 day term upon the receipt of payment.
6. Customer Responsibilities – For the purposes of providing these services,
   Customer agrees:
   o To provide Relevant Dealer with access to its web sites for uploading new pages, and making changes for the purpose of SEO Services optimization or approval to go through a third party.
   o To authorize Relevant Dealer use of all Customer’s logos, trademarks,
   Web site images, etc., for use in creating informational pages and any
   other uses as deemed necessary by Relevant Dealer for search engine
   positioning and optimization.
   o 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 agrees to provide content when requested.
7. Search Engines – Selected search engine submissions include:
   o Google
   o Yahoo
   o Bing
   o AOL
   o Ask
8. Customer Acknowledgements – Customer understands, acknowledges and agrees that:
   • Relevant Dealer 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. Relevant Dealer will resubmit those pages that have been dropped from the index.
   • Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list Customer’s web site(s). Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often, listings will “reappear” without any additional submissions. Should the listing not reappear, Relevant Dealer will resubmit the web site(s) based on the current policies of the search engine or directory in question.
   • Some search engines and directories offer expedited listing services for a fee. Relevant Dealer encourages Customer to take advantage of these expedited services. Customer is responsible for all expedited service fees.

9. Web Site Changes – Relevant Dealer 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).
10. Indemnification – Customer hall indemnify and hold harmless Relevant Dealer (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 Relevant Dealer as a result of any claim, judgment, or adjudication against Relevant Dealer 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 Relevant Dealer (the “Customer Content”), or (b) a claim that Relevant Dealer’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Relevant Dealer 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.
11. Disclaimer of All Other Warranties – RELEVANT DEALER 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, RELEVANT DEALER
    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.

12. Limited Liability – IN NO EVENT SHALL RELEVANT DEALER 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. RELEVANT DEALER 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.
13. Customer Representations – Customer makes the following representations and warranties for the benefit of Relevant Dealer:

• Customer represents to Relevant Dealer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Relevant Dealer 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 Relevant Dealer and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.
• Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Relevant Dealer 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 Relevant Dealer 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 client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Relevant Dealer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.

14. 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, Relevant Dealer 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.
15. 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.
16. Relationship of Parties – Relevant Dealer, 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 Relevant Dealer, whether by regulation or contract. In no way is Relevant Dealer 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.
17. 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 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.
18. Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of Indiana. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Tennessee 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.
19. 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.
20. Assignability – Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Relevant Dealer. Relevant Dealer reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
21. 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.
22. 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.
23. 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.
24. Disputes – Customer and Relevant Dealer 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 Elkhart County, Indiana 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 Indiana 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 Indiana 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.
25. Read and Understood – Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.