Contract Agreement Terms & Conditions

GET MY CALL encourages our clients to read and understand the agreements set forth on your projects. If you have any questions, comments, or concerns, please feel free to contact a representative here.

Pay-Per-Click Management Agreement

GET MY CALL (“GMC”) Pay-Per-Click (“PPC”) advertising campaigns are based around proprietary competitive analysis methods, selection of optimum keywords, proprietary software developed by GMC, and standard operating procedures that are unique to GMC. GMC will attempt to increase Client’s web traffic/clickthrough rates (CTR). The methods of GMC’s market analysis and PPC management are trade secrets. As such, ALL Pay-Per-Click accounts, competitive analysis, market research, and other information gathered will remain the sole property of GMC. As part of each PPC advertisement management service program, GMC performs a number of tasks. Specifically, these tasks include:

  1. Keyword Research and Selection: GMC performs market research using proprietary methods to perform market research. Keywords are selected and monitored to ensure the campaigns are employing effective strategies to maximize return on investment ( ROI).
  1. Campaign Management. GMC utilizes proprietary methods to strategically utilize PPC Advertising. Google and other 3rd Party Media Fees

Monthly payments for PPC to Google Adwords and any other third-party advertising platforms will be placed on your credit card. These fees are in addition to the GMC management fees. The Client is responsible for the payment to Google Adwords or other third-party advertising platform. Failure to pay for PPC fees to Google Adwords and any other third-party advertising platforms will result in a suspension of the Client’s account. Client is responsible for all such fees and arbitration of late fees from the individual platform.

Management Fees & Cancellation Policy

GMC management fees are payable directly to GMC and are in addition to the fees paid to Google Adwords and any other third-party advertising platform. All rates provided are for the work actually contemplated by this agreement. In the event that additional work is required or requested beyond what is reasonably contemplated by this agreement, Client agrees to pay any additional charges for such unanticipated or requested work at an hourly rate or monthly fee mutually agreeable to both parties. Client authorizes GMC to debit the pre-authorized ACH account or credit card and agrees not to dispute payments with the credit card company so long as the transaction corresponds to the term indicated in the contract. Auto Renewal at the end of the ad-spend cycle is automatic, therefore, if a client chooses to increase their budget they may have multiple ad spend cycles per month/week/day, PPC agreements MUST be canceled in writing to support@getmycall.com; OR Sales@getmycall.com. After cancellation notice, GMC will halt spending on any ad platform that is currently being used for advertising. ALL Fees paid to GMC are non refundable.

Employment

For a period of three (3) years after the Project and future services completion, Client agrees not to hire or utilize the outside services of any current or former GET MY CALL employee.

Attorney Fees

Any late payment or failure to pay shall be subject to costs of collection, including reasonable attorneys’ fees and expenses.

Limitation of Liability

GET MY CALL IS NOT LIABLE FOR ANY AMOUNT EXCEEDING THE PRICE PAID BY CLIENT FOR SERVICES UNDER THIS AGREEMENT GIVING RISE TO ANY CLAIM. IN NO EVENT SHALL GET MY CALL BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS’ FEES) EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.

Indemnification

Client covenants and agrees to fully indemnify, defend, and hold harmless GET MY CALL and the officers, employees, directors, and representatives of GET MY CALL, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of actions, liability and suits of any kind and nature, including, but not limited to, injury, death, property damage, made upon GET MY CALL, directly or indirectly arising out of, resulting from, or related to Client’s activities, including any actions or omissions of Client, or their agent officer, director, representative, employee, consultant or beneficiary of this service. The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. Client shall promptly advise GET MY CALL in writing of any claim or demand against GET MY CALL or Client known to Client related to or arising out of Client’s activities under this contract and shall see to the investigation and defense of such claim or demand at Client’s cost. GET MY CALL shall have the right, at its option and at its own expense, to participate in such defense without relieving Client of any of its obligations under this paragraph.

Miscellaneous

This document and any attachments incorporated by reference constitute the entire agreement between the parties with respect to its subject matter and supersede all other communications, whether written or oral. This Agreement may be modified or amended only by a writing signed by the party against whom enforcement is sought. Any provision of this agreement found by a court of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Neither party shall be liable for delays caused by events caused by acts of God, civil unrest, terrorism, or other incidences beyond the control of the parties. Waiver of any provision of this agreement in one instance shall not preclude enforcement of such provision on future occasions. Headings are for reference purposes only and have no substantive effect.

Search Engine Optimization (SEO) Contract Agreement

This contract is entered into between GET MY CALL (GMC) and Client stated in SEO Contract Agreement (hereinafter referred to as “Client”) on the date specified on the Master Service Agreement and Search Engine Optimization Agreement.

1. GMC will :
 
Provide Client with Search Engine Optimization Services (hereinafter referred to as “SEO”) as described in the Master Service Agreement and / or Search Engine Optimization Agreement (incorporated herein by reference). GMC will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client’s website.
 
2. Search Engine Optimization Fees.
 
The total fee for the SEO services to be provided on a monthly basis specified by the Client’s contract. All fees must be paid in full on each monthly cycle. The monthly billing cycle is determined by the date of contract signing. GMC‘s SEO services are intended to serve two main purposes: First, to provide the Client with increased exposure in search engines, and Second, to drive targeted online traffic to the site. GMC‘s SEO Services will include (but are not limited to):
 
• Researching keywords and phrases to select appropriate, relevant search terms.
 
Obtaining “back links/placements” from other related websites and directories in order to generate website authority and traffic.
 
• Editing and/or optimization of text for various html tags, meta data, page titles, and page text if necessary.
Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.
 
Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches. Create ranking reports for client’s site and any associated pages showing rankings in the major search engines.
 

3. For the purposes of receiving professional SEO services, Client agrees to provide the following:

 
• Administrative/backend access to the website for analysis of content and structure.
• Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.
• Unlimited access to existing website traffic statistics for analysis and tracking purposes. Authorization to use client pictures, logos, trademarks, website images, pamphlets, or other content for any use as deemed necessary by GMC for SEO.
• If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional web pages. GMC can create site content at additional cost.
 
Cancellation Policy: SEO
Auto-renewal at the end of the current contract period for a month to month renewal unless Client notifies GMC in writing to cancel the service within 60 days prior to the contract end date. The billing cycle is determined by the date the original contract is signed, and billed on a monthly basis thereafter. The SEO contract will automatically convert to a month to month agreement, billed in the same manner and amount as the existing SEO agreement and beginning after the existing contract ends. Client must give GMC a minimum of sixty (60) day advance notice of the intent to cancel the month to month contract based on the billing cycle date, in writing at support@getmycall.com or via certified mail to 7 PL DE L HOTEL DE VILLE 93600 AULNAY-SOUS-BOIS France. If minimum months are checked, the contract is considered a term agreement for the duration annotated, and then auto renewed thereafter, described herein.
 
4. Client must acknowledge the following with respect to SEO services: All fees are non-refundable.
 
• Failure to provide mandatory written sixty (60) day notice of cancellation as detailed in the Cancellation Policy above will result in a one-time cancellation fee equal to 1.5 times the monthly contract amounts due and payable upon demand. Client will be invoiced for the one-time cancellation fee. Failure to promptly remit payment within 10 days of the invoice date will result in a 10% late fee, which will be added to the cancellation fee. Client shall pay interest on the unpaid invoices and associated late fees more than 10 days past due at a rate of 1.5% per month (18% APR or the maximum rate allowed by law). Invoices delinquent for more than 30 days may result in the reporting of delinquent payments to credit reporting agencies. Failure to pay delinquent accounts may result in debt collection proceedings. Client shall pay all fees, expenses, and court costs, including reasonable attorneys’ fees, incurred by GMC in connection with the collection of the delinquent account.  Should an invoice or fee be disputed, Client is required to pay all undisputed amounts owed to GMC promptly to avoid late fees and interest.
 
Client agrees that GMC will maintain ownership of the intellectual property provided to Client until the account is closed and all balances owed are paid. After which, the intellectual property provided to the client shall be deemed a ‘work for hire’ and ownership transferred to Client. GMC offers discounts for websites created/redesigned in conjunction with SEO agreements, these discounts are only available to clients who comply with all GMC T&C’s; client agrees that non compliance will result in additional billing, for agreements that include website rebuild/redesign at setup in conjunction with SEO, at $200 per hour for any excess of 8 hours spent on the website portion of the project, to include client communication & development work. Time will be charged in quarter hour increments (0.25). GMC reserves the right to remove web pages and work from viewing on the internet until final payment is made.
 
• All fees, services, documents, recommendations, and reports are confidential.
 
• GMC 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. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory. Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms, and other competitive factors, GMC does not guarantee any particular positions or consistent top 10 positions for any particular keyword, phrase, or search term. Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than a predetermined time of Google’s discretion. GMC assumes no liability for ranking/traffic/indexing issues related to Google or search engines. Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. GMC does not, by default, host or maintain the client’s website and is not responsible for fees or service issues. Client agrees that time is of the essence for publishing content to achieve a successful outcome. Any content that GMC provides will be automatically approved after 30 days, unless the client notifies GMC that the content is not approved. GMC may publish content on the clients website to ensure project timelines and performance goals are met. In no event shall GMC be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, incidental or consequential damages (including lost savings or profit, lost data, or business.
 
5. Responsibility
 
GMC is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website. If special details or setup include website design, website rebuild, or website work with a timeline annotated therein, client must communicate & respond to GMC requests for information within 2 business days, otherwise, project may be delayed. Recurring billing charges for SEO work that are being accomplished concurrently to website design, and website rebuilds will not be stopped if client communication is not in accordance with this provision. GMC website design services include a design mock-up, and subsequent wire-frame built on GMC servers, prior to making the website “live”. No more than 2 revisions are allotted per aforementioned step (Mock-up & wire-frame), per project. If a client requests additional revisions, GMC may bill additional amounts after conferring with the client. If website design work exceeds expected timeline annotated in special details, regarding website rebuild/redesign timeline and is NOT due to client expanding scope of work, or failure to provide GMC approvals or adequate communication within 2 business days of each request, GMC will pause recurring billing for SEO work until completed. No scenario described, herein, will void clients responsibility to adhere to GMC SEO contract agreement, terms and conditions.
 
Liability.  GMC’s liability for default or breach, including breach of any guarantee or warranty expressed within this Proposal, shall be limited to the amount paid for services, excluding reimbursable expenses including but not limited to ad spend, to GMC by Purchaser in the three months prior to the default or breach under this Proposal. GMC is not responsible for loss of income, costs to third party advertising platforms, or projected loss of income due to unforeseen conditions including but not limited to server failure, traffic variation, shipping cost variations, website unavailability, order decreases, search engine algorithm changes, manual optimization actions by search engines, keyword position decreases, data corruption, or data loss. Client is responsible for, and GMC has no liability for, the content, products, advertising spends to third parties, services, trademarks and other aspects of the website that are related to Client’s business, industry, and competitors.
 
6. Additional Services.
 
Any services not specifically listed or annotated in the SEO agreement (such as managing pay-per click campaigns, copywriting, web design, web development, email management, meeting frequency, custom deliverables, written reports/analysis, training, third party software management, consultation, and any changes associated with the website that do not involve on-page SEO work, at the discretion of GMC, etc.), are explicitly, not included.
 
7. Intellectual Property Rights.
 
The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to GMC for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend GMC and its subcontractors from any liability or suit arising from the use of such elements.
 
8. Venue and Dispute Resolution.
 
This Agreement (Contract) shall be governed by the laws and the parties submit to the exclusive jurisdiction of the country in respect of any dispute or difference between the client and GMC arising out of this Agreement. Any dispute or difference can also be resolved outside the court by appointing an independent third party (also known as arbitrator or mediator) on mutual agreement of the client and GMC.
 
9. Attorney Fees.
 
Any late payment, failure to pay, or legal action required to enforce this agreement shall be subject to costs of enforcement and/or collections, including reasonable attorneys’ fees and expenses.
 
10. Employment.
 
For a period of three (3) years after the Project and future services completion, Client agrees not to hire or utilize the outside services of any current or former GET MY CALL employee.
 
11. Miscellaneous.
 
This document and any attachments incorporated by reference constitute the entire agreement between the parties with respect to its subject matter and supersede all other communications, whether written or oral. This Agreement may be modified or amended only by a writing signed by the party against whom enforcement is sought. Any provision of this agreement found by a court of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Neither party shall be liable for delays caused by events caused by acts of God, civil unrest, terrorism, or other incidences beyond the control of the parties. Waiver of any provision of this agreement in one instance shall not preclude enforcement of such provision on future occasions. Headings are for reference purposes only and have no substantive effect.