Relevant Ads, Inc. aka Local Splash
Terms of Experience

This agreement is made the moment first payment is made by you (“Client”) to Relevant Ads, Inc. aka Local Splash (“Relevant Ads aka Local Splash).

Recitals

A. Relevant Ads aka Local Splash has experience and expertise in the development of Local Search Engine Optimization (“SEO”) Strategies for Local Businesses, Web Pages, and Web Sites.
B. Client desires to have Relevant Ads aka Local Splash develop and deploy local SEO strategy and online marketing services.
C. Relevant Ads aka Local Splash desires to develop Client’s local SEO strategy and online marketing services.

Agreements
In consideration of the mutual covenants set forth in this Agreement, Client and Relevant Ads aka Local Splash hereby agree as follows:

1. Development of Strategy and Optimization Services.
Relevant Ads aka Local Splash agrees to create, manage, and employ the following local SEO strategies and online marketing tactics:

1.1 Google Listing (Google Places or Google+ Local).
1.1.1 If a Google Listing already exists, then Relevant Ads aka Local Splash will claim and provide instruction to the Client on how to verify the listing via phone, mail, or other means.
1.1.2 Once the Google Listing is Created OR Claimed and Verified, Relevant Ads aka Local Splash will optimize Client’s Google Listing.
1.1.3 Relevant Ads aka Local Splash will provide necessary updates to the Client s Google Listing upon request from Client or as Relevant Ads aka Local Splash sees fit.
1.1.4 The Client’s Google Listing will be claimed under a Google account that is owned by Relevant Ads aka Local Splash. The Client will be given ownership of the Google Listing only if:
1.1.4.1 Google allows ownership rights to be transferred to the Client’s own Google account
1.1.4.2 The Client requests ownership via phone.
1.1.5 Client will not be given access to the Google accounts that Relevant Ads aka Local Splash owns.

1.2 Yahoo! Listing.
1.2.1 Relevant Ads aka Local Splash will Create Client’s Yahoo! Listing (Yahoo! Local) unless a listing already exists.
1.2.1.1 If a Yahoo! Listing already exists, then Relevant Ads aka Local Splash will provide instruction to the Client on how to verify the listing via phone, mail, or other means if requested by Client or as Relevant Ads aka Local Splash sees fit.
1.2.2 Once the Yahoo! Listing is Created or Claimed and Verified, Relevant Ads aka Local Splash will optimize Client’s Yahoo! Listing as Relevant Ads aka Local Splash sees fit.
1.2.3 Relevant Ads aka Local Splash will provide necessary updates to the Client’s Yahoo! Listing upon request from Client or as Relevant Ads aka Local Splash sees fit.
1.2.4 The Client’s Yahoo! Listing will be claimed under a Yahoo! account that is owned by Relevant Ads aka Local Splash. The Client will be given ownership of the Yahoo! Listing only if:
1.2.4.1 Yahoo! allows ownership rights to be transferred to the Client’s own Yahoo! account AND
1.2.4.2 The Client requests ownership via phone.
1.2.5 Client will not be given access to the Yahoo! accounts that Relevant Ads aka Local Splash owns.

1.3 YouTube Video.
1.3.1 See section 1.6.6

1.4 Other Online Directory Listings.
1.4.1 Relevant Ads aka Local Splash will work to provide the Client with many online directory listings.
1.4.2 Due to the ever-changing value of online directories, there is not a permanent list of directories that Relevant Ads aka Local Splash submits our clients to.
1.4.3 Some online directories allow for submission only. Relevant Ads aka Local Splash is unable to edit the information on these directories after it is published.
1.4.4 As the business owner, the Client will have ownership rights to their directory listings through the directory website only.

1.5 GeoTargeted Landing Page or Splash Page Landing Page.
1.5.1 Relevant Ads aka Local Splash will create and publish a one page (Splash Page Landing Page) OR a four page (GeoTargeted Landing Page) landing-page for the Client’s business.
1.5.2 The landing-page will be search engine optimized in an effort to benefit the Client and as Relevant Ads aka Local Splash sees fit.
1.5.3 Relevant Ads aka Local Splash will be responsible for hosting the Landing Page.
1.5.4 The GeoTargeted Landing Page or Splash Page Landing Page will use a URL owned by Relevant Ads aka Local Splash.
1.5.5 The Client may purchase the URL to the GeoTargeted Landing Page or Splash Page Landing Page for a fee of $99.00.
1.5.6 The Client may opt-out of the GeoTargeted Landing Page or Splash Page Landing Page altogether and then we will not create one for the Client.

1.6 Other Services.

1.6.1 Custom Website Design (CWD).
1.6.1.1 Relevant Ads aka Local Splash will create and publish up to a 10 page website for the Client’s business.
1.6.1.2 The CWD will be search engine optimized in an effort to benefit the Client and as Relevant Ads aka Local Splash sees fit.
1.6.1.3 The CWD will be designed based on input received from the Client.
1.6.1.4 Relevant Ads aka Local Splash will be responsible for hosting the website as long as the Client is paying their monthly hosting fee.
1.6.1.5 The CWD will use a URL owned by Relevant Ads aka Local Splash.
1.6.1.6 The CWD is available for an additional charge.

1.6.2 Reputation Monitoring.
1.6.2.1 Relevant Ads aka Local Splash offers a free reputation monitoring service.
1.6.2.2 Relevant Ads aka Local Splash is not responsible for any content delivered by this service.
1.6.2.3 The service is available to the Client by request or as Relevant Ads aka Local Splash sees fit.

1.6.3 Google AdWords.
1.6.3.1 Relevant Ads aka Local Splash offers Google AdWords for an additional charge.
1.6.3.2 Relevant Ads aka Local Splash will optimize the Client’s Google AdWords campaign in a manner that Relevant Ads aka Local Splash believes will benefit the Client’s business.
1.6.3.3 Relevant Ads aka Local Splash collects 25% of the total amount spent on AdWords by the Client (the industry average is 35%) as a management fee.

1.6.4 Reputation Wave.
1.6.4.1 Relevant Ads aka Local Splash offers a review generation service called Reputation Wave for an additional charge.
1.6.4.2 Relevant Ads aka Local Splash uses a third-party provider to collect the reviews for Relevant Ads aka Local Splash’s clients.
1.6.4.3 Relevant Ads aka Local Splash is not responsible for the content collected or published by the third party.

1.6.5 360 Business View.
1.6.5.1 Relevant Ads aka Local Splash offers a virtual tour photography service called 360 Business View for an additional charge.
1.6.5.2 Relevant Ads aka Local Splash uses a third-party provider to photograph the Client’s place of business and then publish the photographs on Google according to Google’s preferences.
1.6.5.3 Relevant Ads aka Local Splash is not responsible for the content collected or published by the third party.

1.6.6 Premium Videos.
1.6.6.1 Relevant Ads aka Local Splash offers two HD video slideshow services called Premium HD Video and Standard HD Video for an additional charge.
1.6.6.2 Relevant Ads aka Local Splash will create a video slideshow using content and images that the Client provides within 30 days of it being requested or by using stock images and basic business information if the Client fails to provide content and images within 30 days of it being requested.
1.6.6.3 The video slideshow will be published on YouTube under an account owned by Relevant Ads aka Local Splash.

2. Delivery Dates.
Relevant Ads aka Local Splash will use reasonable diligence in the development of the SEO services and endeavor to deliver all services within a maximum of 30 days from the account start date. Client acknowledges, however, that there is not a delivery deadline if Client fails to resolve any SEO queries on time or delay in providing required access, documents, permissions, or any support for SEO purposes. Client shall retain all of its intellectual property rights in any text, images or other components it owns and delivers to Relevant Ads aka Local Splash for use in the SEO services rendered under this agreement.

3. Compensation.
For all of Relevant Ads aka Local Splash’s services under this Agreement, Client shall compensate Relevant Ads aka Local Splash as agreed at the time of sale. In the event Client fails to make any of the payments agreed on time, Relevant Ads aka Local Splash has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove services or resources owned by Relevant Ads aka Local Splash, and/or (3) bring legal action.

4. Confidentiality.
Client and Relevant Ads aka Local Splash acknowledge and agree that the specifications and all other documents and information related to the development of local SEO services (the “Confidential Information”) will constitute valuable trade secrets of Relevant Ads aka Local Splash. Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Relevant Ads aka Local Splash’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

5. Limited Warranty and Limitation on Damages.
Client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the amount paid to Relevant Ads aka Local Splash.

5.1 The Performance Promise Relevant Ads aka Local Splash offers a Performance Promise:
Local Splash promises that we will apply a credit for your next month of basic service if, after your second payment, your business is not on the first page of a major search engine using any of your Search Phrases in your local area (e.g. Attorney in Santa Rosa). It is the client’s responsibility to call us before each eligible month’s billing date to receive said credit.

5.2 Exclusivity
5.2.1 Relevant Ads aka Local Splash attempts to avoid working for any two direct competitors located within the same ZIP code.
5.2.1.1 Relevant Ads aka Local Splash defines “direct competitor” as being a company with the same primary Google category as used on the Client’s verified Google+ page.
5.2.1.2 Relevant Ads aka Local Splash performs a monthly check of their database to identify all cases where they may be working for two or more direct competitors within the same ZIP code.
5.2.1.3 When Relevant Ads aka Local Splash identifies instances where they are working for a direct competitor, Relevant Ads aka Local Splash will offer the clients involved a reduced rate.

6. Entire Agreement.
This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

7. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California. Exclusive jurisdiction and venue shall be in the Orange County, California Superior Court.

8. Waiver
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

9. Good Faith.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

10. No Right to Assign.
Client has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of Relevant Ads aka Local Splash, which consent can be withheld for any reason.

11. Indemnification.
Client warrants that everything it provides Relevant Ads aka Local Splash to employ in SEO is legally owned or licensed to Client. Client agrees to indemnify and hold Relevant Ads aka Local Splash harmless from any and all claims brought by any third-party relating to any aspect of SEO, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Client’s products/services, material supplied by Client, copyright infringement, and defective products sold via SEO. Client agrees to indemnify Relevant Ads aka Local Splash from responsibility for problems/disruptions caused by third-party services that Client may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of SEO or multimedia project.

12. Use of Material for Promotional Purposes.
Client grants Relevant Ads aka Local Splash the right to use its work in producing SEO for promotional purposes and/or to cross-link it with other advertising developed by Relevant Ads aka Local Splash. Client grants Relevant Ads aka Local Splash the right to list, reference or otherwise identify Client as a client of Relevant Ads aka Local Splash in Relevant Ads aka Local Splash’s advertising and marketing.

13. No Responsibility for Loss.
Relevant Ads aka Local Splash will have no responsibility for any third-party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed for SEO. Relevant Ads aka Local Splash is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of SEO under this Agreement.

14. Right to Make Derivative Works.
Relevant Ads aka Local Splash will have the exclusive rights in making any derivative works from any of its work, practices, coding, programming or other work in regards to SEO.

15. Attorney’s Fees.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.

16. Identification of Relevant Ads aka Local Splash.
Client agrees that Relevant Ads aka Local Splash identification may be annotated, and remain, within the code or on the Web Site as the authors. Client also agrees to put Relevant Ads aka Local Splash’s copyright notices on SEO and the relevant content therein.

17. Agency of Record (AOR) Agreement.
Client hereby appoints Relevant Ads aka Local Splash as its agency to provide, and Relevant Ads aka Local Splash agrees to provide services related to Client’s local online advertising and search engine optimization. Client authorizes Relevant Ads aka Local Splash to take, on Client’s behalf, all actions deemed advisable by Relevant Ads aka Local Splash to perform these services.