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This Agreement is made and entered into by and between 1SEO Digital Agency LLC, a Pennsylvania Corporation with offices at 1414 Radcliffe Street, Suite 301, Bristol, PA 19007, and “the Client”, based upon the following conditions:
The Client desires to engage 1SEO Digital Agency LLC for services including, but not limited to, Marketing, Advertising, Website Design, Web Development, General Programming, and Maintenance (the “Project”). 1SEO Digital Agency LLC is interested in undertaking such work, and by signing this document, both the Client and 1SEO Digital Agency LLC agree to the terms and conditions set forth herein.
The Client hereby retains the services of 1SEO Digital Agency LLC to market, design, and develop for the Client in accordance with the proposal submitted by 1SEO Digital Agency LLC to the Client.
Termination Before Expiry of Contract Term
Cease of Work
Collections Procedure
Forfeiture of Savings
All elements of the Project are exclusively owned by the Client and considered “works made for hire” by 1SEO Digital Agency LLC for the Client, unless otherwise noted.
The Client acknowledges that 1SEO Digital Agency LLC retains ownership of all rights to its proprietary object and component libraries (the “Code”), proprietary methodologies, and production techniques used in the Project (the “Methods”). 1SEO agrees not to infringe any intellectual property rights of third parties in performing services under this Agreement.
The Client guarantees that all elements (text, graphics, photos, designs, trademarks) provided to 1SEO Digital Agency LLC are owned or permitted for use by the Client. The Client will indemnify and hold harmless 1SEO Digital Agency LLC from any claims arising from the use of these elements.
This Agreement remains valid from the effective date of any internet marketing or website development contract until either party provides 30 days’ written notice, this does not include extended commitments of 6 or 12 months. Upon termination, 1SEO Digital Agency LLC is entitled to payment for work completed up to the termination date, without refunds or credits for delivered work products.
Neither party shall be liable for delays or losses due to force majeure events, including acts of God, natural disasters, labor stoppages, or war.
Except as specifically set forth, 1SEO Digital Agency LLC makes no warranties or guarantees regarding the success or performance of its services. Search engine rankings are subject to algorithm changes, and 1SEO Digital Agency LLC cannot guarantee ranking performance.
1SEO Digital Agency LLC will deliver the Code and Work Product in both source code and object code forms, granting the Client a fully paid-up, non-exclusive, perpetual, worldwide, royalty-free license under all intellectual property rights.
1SEO Digital Agency LLC is not liable for any changes made to the website or marketing accounts by any third party. Repairs resulting from unauthorized modifications will be billed at $150.00 per hour.
The Client is solely responsible for compliance with laws affecting electronic commerce. 1SEO Digital Agency LLC is indemnified from any claims arising from the Client’s online business activities.
1SEO Digital Agency LLC disclaims all implied warranties, and liability shall not exceed the fees paid. Both parties waive liability for consequential, incidental, or punitive damages.
Both parties agree to perform any additional acts necessary to fulfill the terms of this Agreement.
The terms of this Agreement extend to and bind all successors and assignees.
This Agreement is governed by the laws of the Commonwealth of Pennsylvania.
This Agreement constitutes the entire understanding between parties, superseding all prior agreements and representations.
Failure to enforce any provision shall not be deemed a waiver of the right to enforce such provision later.
If any provision is found invalid, the remainder of the Agreement shall remain in force.
Modifications must be in writing and signed by all parties.
Initial 6-Month Commitment
Allows for setup, development, and refinement, laying a data-driven foundation. After six months, the Client may choose:
Initial 6-Month Onboarding Exit Clause
Early termination within the initial six months incurs a 65% cancellation fee of the remaining contract value or allows reallocation to other 1SEO services at the same remaining value.
By signing an Agreement with 1SEO, the Client acknowledges and agrees to these terms.
Renewal Notice Requirement
All agreements automatically renew at the same billing rate unless either party provides a minimum of forty-five (45) days’ written notice prior to the renewal date. Failure to provide timely notice will result in automatic renewal under the same terms and conditions.
BETWEEN: 1SEO Digital Agency (“Company,” “1SEO,” “we,” “us,” or “our”)
AND: The subscribing party (“Client,” “you,” or “your”)
EFFECTIVE DATE: Per Agreement
1.1 For the purposes of this Agreement, the following terms shall have the meanings set forth below:
(a) “Agreement” means this Terms and Conditions of Service document, as may be amended from time to time in accordance with the provisions herein.
(b) “Lead” shall mean For purposes of this Agreement, a “Qualified Lead” shall mean a contact record containing valid contact information where the prospective customer has demonstrated interest in the Client’s products or services by (i) clicking on an advertisement and engaging through the associated landing page or form, (ii) submitting an online form or chat, (iii) making a phone inquiry of at least two (2) minutes duration, or (iv) otherwise requesting information through a tracked marketing or advertising channel. A Qualified Lead shall be deemed delivered upon provision of such contact record, and the Client acknowledges that no guarantee is made regarding conversion, purchase intent, or sales outcome.
(c) “Valid Lead” means a Lead that, at the time of generation, meets all applicable Lead Qualification Criteria as outlined in (b) and contains non-duplicative information obtained through legitimate marketing channels.
(d) “Invalid Lead” means any Lead that: (i) contains materially false, incomplete, or fraudulent information; (ii) constitutes a duplicate of a previously delivered Lead; (iii) fails to satisfy the agreed-upon Lead Qualification Criteria; or (iv) was generated through prohibited or deceptive practices, provided that such deficiencies are not attributable to Client’s conduct or omissions.
(e) “Pay-Per-Lead Rate” or “PPL Rate” means the fixed monetary amount payable by Client for each Valid Lead generated, as calculated pursuant to Company’s proprietary pricing methodology and set forth in the applicable Service Order.
(f) “Services” means the lead generation and digital marketing services to be provided by Company hereunder, including but not limited to search engine marketing, social media advertising, landing page development and optimization, call tracking implementation, lead qualification, and lead routing.
(g) “Expected Market CPL” means the estimated cost-per-lead for Client’s specific market and industry vertical as determined by Company’s market analysis and set forth in the applicable Service Order at the time of contract execution.
(h) “Actual CPL” means the actual cost-per-lead incurred by Company in generating Valid Leads for Client, calculated as total advertising spend divided by the number of Valid Leads delivered in any given measurement period.
1.2 Headings contained in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.
1.3 References to statutes, regulations, or other legal authorities shall include any amendments, modifications, or successor provisions thereto.
2.1 Service Provision. Subject to the terms and conditions set forth herein, Company agrees to provide lead generation services utilizing various digital marketing channels and methodologies, which may include some or all of the following, at Company’s discretion based on campaign optimization:
(a) Search engine advertising and optimization;
(b) Social media marketing and advertising;
(c) Development, hosting, and optimization of landing pages and conversion funnels;
(d) Implementation and management of call tracking and lead capture systems;
(e) Lead qualification, verification, and routing services; and
(f) Such other marketing services as Company deems appropriate for campaign effectiveness.
2.2 Lead Qualification and Routing. Company utilizes systems to route qualified leads directly to Client through integrated platforms and tracking mechanisms. Lead qualification is determined by Company’s proprietary algorithms and industry best practices, ensuring that all leads meet the minimum criteria established in the definition of “Lead” set forth in Section 1.1(b).
2.3 Performance Standards. Company shall:
(a) Route Leads to Client’s systems in real-time through integration, except where prevented by circumstances beyond Company’s reasonable control;
(b) Provide Lead routing through the Company’s designated delivery methods, which may include customer relationship management system integration, email notifications, or telephonic transfer. Upon successful delivery to Client’s designated systems, Client assumes full responsibility for all subsequent lead management, including but not limited to email communications, phone follow-up, and notification systems;
(c) Monitor and track Invalid Leads through validation systems, with adjustments made to campaign parameters as needed; and
(d) Maintain records of Lead generation and routing activities for the duration of this Agreement.
3.1 Compensation Structure
In consideration for the Services, Client shall pay Company:
(a) A one-time setup fee of nine hundred ninety-nine dollars ($999), due and payable upon execution, which covers the setup of all systems and platforms during the two-week setup period;
(b) Beginning after the two-week setup period, a monthly minimum commitment fee equal to the Minimum Lead Commitment multiplied by the applicable PPL Rate (“Monthly Minimum Fee”), with the first invoice including a prorated portion based on the remaining days in the month after the two-week setup period; and
(c) Such other fees as may be agreed upon in writing by the parties.
3.2 Payment Methods and Processing
(a) Primary Payment Method: The primary method of payment for all services is ACH transfer from Client’s bank account.
(b) Credit Card Option: If Client elects to pay via credit card, each transaction will be subject to a 3% processing fee. Client’s credit card information will remain on file for the duration of this Agreement.
(c) Required Payment Information: Client agrees to provide and maintain valid bank account or credit card information on file with Company at all times during the term of this Agreement.
3.3 Minimum Commitment and Billing Structure
(a) Client hereby agrees to a minimum number of Leads per calendar month as denoted in the signed agreement (“Minimum Lead Commitment”) which represents the full amount of leads needed to accommodate Client’s job requirements. Client shall pay the first prorated Monthly Minimum Fee upfront upon execution of this Agreement along with the setup fee, with the prorated amount based on the remaining days in the billing cycle after the two-week setup period, which will be applied toward leads generated in that period. Thereafter, Monthly Minimum Fees shall be paid in advance on the scheduled billing dates.
(b) Excess Lead Billing: If the actual number of Valid Leads generated in any month exceeds the Minimum Lead Commitment but does not exceed the Maximum Generation Limitation set forth in Section 3.4, Client shall pay the difference (calculated as the excess leads multiplied by the PPL Rate) simultaneously with the subsequent month’s Monthly Minimum Fee payment.
(c) Lead Shortfall Carryover: If the Minimum Lead Commitment is not satisfied in any given month, the shortfall amount of leads shall be carried forward and added to the subsequent month’s minimum requirement. This compounding process shall continue monthly until the original agreed Minimum Lead Commitment per month is satisfied. For clarity, any month in which the Monthly Minimum Fee is deemed forfeited under Section 3.6(b) shall not be eligible for shortfall carryover; such amounts are non-refundable and shall not offset any future obligations.
(d) Lead Shortfall Upon Termination: Upon termination of this Agreement, if any minimum lead shortfall remains unsatisfied, Company shall continue to generate and route the remaining owed leads to Client at no additional cost until the full commitment is satisfied, provided that Client continues to permit Company the necessary access to all employed systems, platforms, and accounts required to perform such lead generation and routing. If at any point such access is revoked, restricted, or otherwise denied, Company shall be relieved of any obligation to fulfill the remaining shortfall carryover without liability.
3.4 Maximum Generation Limitation
Notwithstanding any other provision herein, Company shall not be obligated to generate more than the maximum Leads per calendar month, as agreed upon by the Client and denoted in the signed agreement (which shall be at least twenty-five percent (25%) above the Minimum Lead Commitment), without Client’s prior written consent and agreement to additional compensation terms.
3.5 Payment Terms and Schedule
(a) Payment Timing: Upon execution of this Agreement, Client shall pay:
Thereafter, Monthly Minimum Fees are processed on the 25th of each month (except December, where payment is processed on the 24th).
(b) First Invoice Components: The first invoice due upon execution shall include:
(c) Advance Payment Requirement: All Monthly Minimum Fees must be paid in advance before Company commences lead generation activities for the applicable month. Any additional charges for excess leads, as described in Section 3.3(b), shall be invoiced and payable together with the subsequent month’s Monthly Minimum Fee payment.
(d) Late Payment: Any payment not received by the applicable due date shall be deemed late. Late payments are subject to the remedies and consequences set forth in Section 3.6, in addition to the Late Service Fee described in Section 3.5(e).
(e) Late Service Fee: Client shall incur a late service fee of one and one-half percent (1.5%) per month, on any overdue amounts until paid in full.
(f) Currency: All payments shall be made in United States dollars.
3.6 Work Suspension and Budget Allocation
(a) Immediate Work Suspension: If any Monthly Minimum Fee or Excess Lead Billing amounts are not received by the scheduled payment date, Company reserves the right to immediately pause all lead generation activities until all outstanding payments are received.
(b) Three-Business-Day Consequences: If Client fails to provide the required Monthly Minimum Fee within three (3) business days after the scheduled payment date:
(c) Extended Work Cessation: If payment remains overdue by thirty (30) days, all work on the account will cease indefinitely until full payment of all outstanding amounts is received.
3.7 Collections and Extended Non-Payment
(a) Collections Authorization: Non-payment persisting beyond sixty (60) days allows Company to initiate collections procedures, including engaging a collections agency or pursuing legal remedies.
(b) Collections Costs: Client shall be responsible for all costs associated with collection efforts, including but not limited to collection agency fees, reasonable attorneys’ fees, and court costs.
3.8 Early Termination and Contract Obligations
(a) Early Termination Liability: Should Client terminate a 6- or 12-month contract before expiry, Client remains obligated to pay for the entire remaining contract term unless the contract was fully prepaid at commencement.
(b) Forfeiture of Savings: Early termination forfeits any contractual savings or discounts provided under the Agreement, effective immediately upon the date of termination. Company may claim such forfeited savings as liquidated damages.
3.9 Pricing Methodology and Adjustments
PPL Rates are determined using Company’s proprietary methodology, which incorporates market-specific cost factors, operational expenses, management overhead allocation, and risk premiums. Company reserves the right to adjust PPL Rates upon forty-five (45) days’ prior written notice to Client.
3.10 Market Validation and PPL Rate Performance Adjustments
(a) Initial Market Validation Period: The first full month following the two-week setup period shall serve as a market validation period (“Validation Period”) during which services will be provided at the agreed PPL Rate as specified in the Service Order.
(b) PPL Rate Variance Protection: If during the Validation Period the Actual CPL exceeds one hundred fifty percent (150%) of the Expected Market CPL as defined in Section 1.1(g), Company may, at its sole discretion:
(c) Ongoing PPL Rate Adjustments: Following the Validation Period, if Actual CPL in any subsequent month exceeds one hundred fifty percent (150%) of the Expected Market CPL, Client agrees to accept PPL Rate adjustments as calculated by Company to maintain service viability. Such PPL Rate adjustments shall be implemented with fifteen (15) days’ written notice and shall apply to all leads for the remainder of the agreement. If Client does not accept the proposed PPL Rate adjustment, Company may terminate this Agreement with fifteen (15) days’ written notice.
(d) PPL Rate Calculation Methodology: When market cost variances trigger adjustments under this Section, the new PPL Rate shall be calculated to preserve Company’s target profit margins while accounting for the increased Actual CPL. The adjusted PPL Rate shall remain in effect for the remainder of the agreement.
(e) Market Cost Documentation: Company shall provide Client with reasonable documentation supporting any PPL Rate adjustment claims, including aggregate market data and campaign performance metrics, while protecting proprietary methodologies and competitive information.
3.11 Disputed Charges
Any dispute regarding invoiced amounts must be raised in writing within thirty (30) days of the invoice date for the immediately preceding billing period only, accompanied by reasonable documentation supporting the dispute. Disputes relating to any earlier billing periods shall be deemed waived and not subject to review. Undisputed portions of invoices remain due as provided herein, and the existence of a dispute does not excuse payment of undisputed portions or any subsequent monthly obligations.
4.1 Term. This Agreement will become effective as of the Effective Date and shall, unless earlier terminated by either Party pursuant to this Section 4, continue for the duration of the Contract Length (the “Initial Term”). Thereafter, this Agreement shall automatically renew for subsequent terms of the Contract Length unless either Party provides written notice at least forty-five (45) days before the end of the then-current term (each, a “Renewal Term”), and together with the Initial Term, the “Term”). 1SEO reserves the right to increase prices for any of the Services at the beginning of any Renewal Term. 1SEO will provide Client at least sixty (60) days’ notice for any such proposed price increases. If Client does not provide such 45-day written notice (as described above), this Agreement shall continue for the subsequent Renewal Terms at the prices proposed by 1SEO.
4.2 Termination for Uncured Material Breach. If either Party materially breaches this Agreement, the other Party may immediately terminate this Agreement (a) upon written notice if the breach is uncurable, or (b) if such breach is curable, by giving the breaching Party thirty (30) days’ written notice of such breach, unless the breach is cured within the notice period. Any such termination by 1SEO shall not relieve Client of any payment obligations under the Order Form.
4.3 Effect of Termination. Upon any expiration or termination of this Agreement, the following Sections shall survive in full force and effect according to their terms: 3 (Financial Terms and Payment Obligations); 4.3 (Effect of Termination); 5 (Intellectual Property); 6.3 (Disclaimer); 7 (Indemnification); 8 (Limitations of Liability); and 9 (Miscellaneous).
5.1 Ownership. As between the Parties, all right, title and interest in or to any intellectual property or other materials created or acquired by a Party (a) prior to the Effective Date, or (b) after the Effective Date but separate from this Agreement and/or the Services (the “Background IP”) shall remain the sole and exclusive property of such Party. For clarity, as between the Parties, 1SEO shall be the sole and exclusive owner of all proprietary object and component libraries, in source code and object code format (the “Code”), methodologies, and production techniques used to provide the Services.
5.2 Work Product. Except for 1SEO’s Background IP, 1SEO hereby assigns to Client all right, title and interest in and to the work product created hereunder and delivered to Client (the “Work Product”). 1SEO hereby grants Client a limited, non-exclusive, revocable, non-transferable, worldwide license to use the Code as reasonably necessary to fully exploit the Work Product.
5.3 Feedback. Client may from time to time provide 1SEO suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Services. 1SEO will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. 1SEO will have the full, unencumbered right, without any obligation to compensate or reimburse Client, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
6.1 Representations and Warranties. Each Party represents and warrants to the other Party that: (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a Party; and (c) this Agreement constitutes a legal, valid and binding obligation when signed by each Party.
6.2 Client. Client represents, warrants and covenants that (a) all elements (e.g., text, graphics, photos, designs, trademarks) provided to 1SEO hereunder are owned or licensed by Client sufficient for 1SEO to perform the Services, and (b) it is in compliance with all laws applicable to its business (including for clarity, e-commerce and Client’s online business).
6.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OR ARISING BY CUSTOM OR TRADE USAGE, WITH RESPECT TO THE ITEMS OR RIGHTS PROVIDED UNDER THIS AGREEMENT, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH HEREIN, 1SEO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND (B) THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR RESULT OR SUCCESS. CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT SEARCH ENGINE RANKINGS ARE SUBJECT TO CHANGE AND 1SEO DOES NOT GUARANTEE RANKING PERFORMANCE.
Each Party (the “Indemnifying Party”) will defend the other Party and their officers, directors, agents, and employees of such Party (the “Indemnified Parties”) against any third-party claim, allegation or legal action (a “Claim”) arising from or related to the Indemnifying Party’s (a) gross negligence or willful misconduct, or (b) breach of its representations and warranties under Section 6. Further, the Indemnifying Party will indemnify and hold the Indemnified Parties harmless against any damages actually awarded or paid as part of a settlement approved by the Indemnified Party in connection therewith, including any reasonable attorneys’ fees. If the Indemnified Party becomes aware of any matter for which it believes it should be indemnified or defended under this Section 7 by the Indemnifying Party involving any Claim, the Indemnified Party will give the Indemnifying Party prompt written notice of such Claim, and the Indemnifying Party will have sole control of the defense of any Claim, with counsel of its own choosing and at its own expense. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Claim with counsel of its own choosing. Any compromise or settlement of a Claim that does not fully and completely absolve the Indemnified Party of all liability related to the Claim will require the prior written consent of both Parties.
8.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR LIABILITY ARISING FROM (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, OR (B) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (X) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF, AND (Y) UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCLUDING CLIENT’S PAYMENT OBLIGATIONS HEREUNDER, EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY CLIENT TO 1SEO UNDER THE STATEMENT OF WORK. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
8.2 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
9.1 Governing Law; Attorney’s Fees. This Agreement and any dispute arising hereunder shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of law provisions thereof. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state courts located in Bucks County, Pennsylvania and the federal courts located in Philadelphia County, Pennsylvania, and each Party hereby submits to the in personem jurisdiction and venue of those courts and agree that any dispute must be filed in those courts and no other. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover reasonable costs and attorneys’ fees.
9.2 Force Majeure. Each Party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service (except for any payment obligation hereunder), in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a Party’s financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event.
9.3 Assignment. Neither Party may assign, delegate or transfer this Agreement in whole or in part, without the prior written consent of the other Party, except that 1SEO may assign or transfer this Agreement in its entirety, without the written consent of Client to a corporation or other business entity succeeding to all or substantially all of the assets and business of 1SEO, by merger, purchase or otherwise. Any attempted assignment, delegation or transfer by a Party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the Parties and their successors and permitted assigns.
9.4 No Waiver. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights hereunder shall not waive such rights and such Party shall have the right to enforce such rights at any time.
9.5 Entire Agreement. This Agreement contains all agreements, promises and understandings between the Client and 1SEO regarding the subject matter of this Agreement, and no oral agreement, promises or understandings shall be binding upon either the Client or 1SEO in any dispute, controversy or proceeding.
9.6 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
9.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one Agreement.
The Client acknowledges that timely access to all necessary accounts, platforms, and website properties is required for campaign performance. Any delay, restriction, or removal of access including but not limited to website admin credentials, hosting access, CRM platforms, ad accounts, call tracking, or lead management systems may result in reduced campaign performance.
In the event access is delayed, restricted, or withheld, 1SEO Digital Agency shall not be held liable for any resulting loss in performance, lead generation, or campaign data. Additionally, any leads not delivered within the affected period will not carry over or be credited toward future billing cycles. The Client remains responsible for payment of all fees associated with the campaign during such access limitations.
