IHS Blank Website Maintenance and/or Search-Engine Positioning-Customer Agreement

Website Maintenance and/or Search-Engine
Positioning Agreement

Parties and Definitions

This Agreement between two entities or parties contains the complete terms and conditions agreed to by IHS, Incorporated, hereafter known simply as IHS, and

____________________________________________________________________ hereafter known simply as "the customer." These terms and conditions cover
      maintenance of (Initial if appropriate, line through and initial if not)__________
and/or
      search-engine positioning work (Initial if appropriate, line through and initial if not)__________

for a Website known as www.____________________________._______ on the world-wide-web for the customer by IHS.

No other agreements of any kind whatsoever, whether written, verbal or otherwise, shall hereafter be in effect concerning this website unless both IHS and the customer agree to them in writing. This agreement is understood to supercede any previously-existing agreements, whether verbal, written, implied, or explicitely stated, or otherwise. Both parties understand and agree that no promise, warranty or guarantee of any kind is made by either the customer or by IHS, whether written, verbal, or otherwise, than what is set forth in this agreement.

Be it known by all parties that the terms and conditions of this agreement shall endure to the benefit of, and be binding and enforceable against both the customer and IHS, their heirs, successors, assigns, agents, and representatives. Also, be it known that, in the event any portion(s) of this agreement shall be found or ruled to be unlawful or invalid for any reason whatsoever, said finding or ruling shall not affect any other portion(s) of this agreement so that all other portion(s) of this agreement shall remain in effect and unaffected by said finding or ruling. Further, be it known that failure to enforce strict performance of any provision(s) of this agreement by either party will not constitute a waiver of that party's right to subsequently enforce such provision(s) or any other provision(s) of this agreement.


Definition of Terms

    "eStore" is here defined as the ability to sell merchandise and accept payment (as outlined below) via the inernet.

    "Website" is here defined as a single domain on the world-wide-web, hereafter known as the "internet." This contract affects only the website indicated above unless there is an appropriate attachment detailing other websites which are also included.

    "Domain" is identified as a single URL or address on the world-wide-web, i.e., www.NeatStuffForMen.Com is a domain, www.Microsoft.Com is a domain, etc.

    "Host" is defined as any computer, anywhere. The term "remote host" is defined as the computer where the website software and data shall be located for access by the internet. The term "local host" is defined as the computer operated by the customer.

    "Building of the website" shall be defined as preparing a website on a remote host so that the customer can enter product and/or other information (as outhlined below) in the form of data onto the remote host and said data will then be accessible via the internet to those who visit the website via the internet.

    "Sales" are defined as retail sales made by the customer via the internet from the website indicated above.

    "Traffic" is defined as visits to the website via the world-wide-web.

    "HDD" is defined as a hard disk drive used to store data on a host, whether local or remote.

    "Homepage" is defined as the first page a visitor to the eStore Website sees when they visit the website on the internet.

    "Code" is defined as anything written using a computer-programming language. This includes, but is not limited to, HTML, DHTML, XML, VB, VB.NET, C/C++/C#, ASP, ASP.NET, PERL, etc.




Items To Be Performed

  1. IHS, having completed and presented to the customer a website survey (attached to this agreement) and a plan of action (also attached to this agreement) for maintenance, and having explained said plan of action to the customer, enters into this agreement with the intent of doing the type(s) of work indicated above and as elaborated below and upon any other appropriate attachements which may be made to this agreement.

  2. For search-engine positioning work, upon signing of this agreement, the customer will pay to IHS a sum of $___________. In consideration of this money, IHS will immediately:

    1. Redesign the website homepage code that directly affects search-engine positioning.
    2. Edit homepage content so that it more favorably affects search-engine positioning.
    3. Redesign other website pages' code that directly affects search-engine positioning.
    4. Edit other content so that it more favorably affects search-engine positioning.
    5. Submit the website homepage to at least 4 major search engines.

    After a period of 45-60 business days, IHS will:

    1. Check and report to the customer positioning in the search engines for 10 keywords (or more).
    2. Edit code and content so that it more favorably affects search-engine positioning.
    3. Re-submit the website homepage to at least 4 major search engines.

    These latter steps will be repeated ________ times or until IHS, in their sole discretion, believes that no further enhancement in the search-engine positioning can be achieved and further attempts at doing so will, in fact, decrease the positioning already achieved.

    These latter steps will be repeated by IHS each 45-60 business days. In consideration of this work, the customer shall pay to IHS, a sum of $___________/hour after completion of the work during each cycle.

    The customer understands that due to the very nature of search-engine positioning work, despite the best efforts of IHS, nothing is guaranteed--there may be no noticeable improvement in the search-engine positioning of the website. The customer understands that for certain keywords where large numbers of competetors exist the website will probably never attain a high search-engine rating unless the customer specifically pays the search-engine vendors for that rating. The customer accepts this possibility and agrees to pay IHS for work performed strictly in the hope that a top-30 search-engine positioning can be achieved for enough keywords to make it profitable to the customer. The customer further understands that the intent of the work by IHS is to increase traffic to the website and that an increase in traffic does not automatically mean an increase in sales. This has been explained by IHS and the customer understands that this is true and agrees to this provision of the agreement._________ (customer's initials)

  3. For maintenance work without travel, the action items indicated as accepted by the customer on the attached plan of action shall be performed by IHS for the customer. Upon signing of this agreement, the customer shall prepay to IHS for the first ______ hours of work a sum of $__________. Afterward, the customer agrees to pay to IHS an hourly rate of $_____________ for work-performed up to __________ hours total. The current amount owed shall be paid _____________________________________________________.

    It has been explained to the customer and the customer understands that IHS can only give a best-guess estimate of the total hours necessary to perform the described maintenance and that completion in that number of hours is not guaranteed. Should the work not be completed in the stated maximum, IHS shall not be held liable for non-performance under this agreement, and IHS will proceed only with the customer's approval and an amendment to this agreement. This has been explained by IHS and the customer understands that this is true and agrees to this provision of the agreement._________ (customer's initials)

  4. For maintenance work with travel, the action items indicated as accepted by the customer on the attached plan of action shall be performed by IHS for the customer. Upon signing of this agreement, the customer shall prepay to IHS for the first ______ hours of work a sum of $__________. Afterward, the customer agrees to pay to IHS an hourly rate of $_____________ for work-performed up to __________ hours total. Said hours are to be considered as office-door to office-door except that they shall not include out-of-town, off-duty hours--only hours spent working or traveling are included. The current amount owed shall be paid _____________________________________________________.

    It has been explained to the customer and the customer understands that IHS can only give a best-guess estimate of the total hours necessary to perform the described maintenance and that completion in that number of hours is not guaranteed. Should the work not be completed in the stated maximum, IHS shall not be held liable for non-performance under this agreement, and IHS will proceed only with the customer's approval and an amendment to this agreement.

    In addition, the customer agrees to pay to IHS reimbursement for all travel expenses as outlined on www.IHSSoftware.Com on the date of signing of this contract and as attached to this contract. This has been explained by IHS and the customer understands that this is true and agrees to this provision of the agreement._________ (customer's initials)

Proprietary, Trade-Secret Software of IHS

  1. IHS may supply to the customer on CDRom proprietary, trade-secret, software package(s) with online documentation. This software package is designed to help the customer with the website. This software package(s) is to be loaded on the customer's HDD and the customer is hereby licensed to use the software on one machine/copy provided. The customer hereby agrees that this is proprietary software is a trade-secret belonging to IHS and the customer understands and agrees that said software is not to be shared, distributed, sold, reverse-engineered, or otherwise tampered with in any way.

  2. The customer hereby agrees to be fully responsible for maintaining the privacy of said software and to keep said software safe from being shared, distributed, sold, reverse-engineered, or otherwise tampered with. Should the customer resign from this agreement at a later time, the customer agrees to remove all copies of the software package from all HDD's and return the software CD's to IHS.

  3. The customer hereby understands and agrees that the software in question will, from time to time, identify itself to IHS and show the unique MAC address of the host where it is running along with the software serial number. IHS will confirm that the software is properly registered to run on the host in question and if it is not, the software may, at the sole discretion of IHS, be prevented from working.

Non-disclosure Agreement

  1. IHS, including all representatives of IHS, hereby agrees that NO information regarding the business of or with the customer shall be discussed with or revealed to anyone who is not a party to this agreement. The only exceptions to this shall be:

    1. the customer's credit-card-handling vendor
    2. the customer's Internet Service Provider
    3. the customer's webhosting vendor
    4. any affiliates the customer may be associated with
    5. any appropriate law-enforcement agency that shows that it is legally entitled to have said information
    6. any other entity if and only if the customer shall agree beforehand, in writing, to reveal information to said entity

    In the case when one of these exceptions exists, only the pertinent and necessary information will be discussed with the entity involved.

  2. The customer, including all representatives of the customer, hereby agrees that NO information regarding the business of or with IHS shall be discussed or revealed with anyone who is not a party to this agreement. The only exceptions to this shall be:

    1. the customer's credit-card-handling vendor
    2. the customer's Internet Service Provider
    3. the customer's webhosting vendor
    4. any affiliates the customer may be associated with
    5. any appropriate law-enforcement agency that shows that it is legally entitled to have said information
    6. any other entity if and only if IHS shall agree beforehand, in writing, to reveal information to said entity

    In the case when one of these exceptions exists, only the pertinent and necessary information will be discussed with the entity involved.

Termination of Contract

  1. The customer may terminate this agreement at any time by giving written notice to IHS that the agreement is cancelled. The customer agrees to pay IHS for any time spent and/or travel expenses incurred prior to delivery of the cancellation notice to IHS. Should the customer fail, within 90 days after IHS sends a final bill to the customer, to pay IHS for any time spent and/or travel expenses incurred prior to delivery of the cancellation notice to IHS, the binding arbitration clause of this agreement shall not apply. IHS shall be free to take any necessary legal steps to obtain payment of the amount due from the customer and the customer shall be held liable for any and all legal fees, court costs, etc., incurred by IHS in obtaining said payment.

  2. IHS may terminate this agreement at any time by giving written notice to the customer that the agreement is cancelled. IHS agrees to repay to the customer within 90 days an amount equal to any collected funds less the money for any time already spent and/or any travel expenses already incurred by IHS.

Miscellaneous

  1. In no event shall the liability of IHS ever be greater than the total of the monies paid by the customer under this agreement.

  2. The customer agrees to hold blameless and to fully indemnify IHS for any suits, judgements, settlements, or other actions or judgements or settlements arising from the content of the text or graphics provided on the website.

  3. Should the customer share, sell, reverse-engineer, or in any way distribute proprietary, trade-secret software belonging to IHS, IHS reserves the right to seek injunctive or other appropriate relief in any state or federal court in the state of Alabama (and the customer consents to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction to attempt to recover lost revenues, legal costs, etc. associated with such customer actions. The binding arbitration clause below shall not apply to this provision of the agreement.

  4. This Agreement will be governed by the laws of the United States and the state of Alabama, without reference to rules governing choice of laws. The customer may not assign this Agreement, by operation of law or otherwise, without prior written consent of IHS.

  5. Email shall be considered as a written, valid, legal and binding instruction or document between the parties to this agreement. Verbal instructions or statements of any kind shall not be considered as legal and binding.

  6. So long as the customer continues to use proprietary, trade-secret software from IHS, the terms of this agreement shall remain in force to protect IHS's interest in said software. The customer may, at his/her discretion, cancel this agreement by returning said software to IHS, removing all copies of said software from his/her computers' HDD's and destroying all backup copies of said software. It should be noted that upon such cancellation, IHS shall be without any liability to the customer, whatsoever.

    IHS may, at its sole discretion, cancel this agreement and require the customer to return proprietary software to IHS if:

    1. the customer's account is more than 90 days in arears

    2. the customer's website is being used to promote sexually explicit materials

    3. the customer's website is being used to promote violence

    4. the customer's website is being used to promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

    5. the customer's website is being used to promote illegal activities

    6. the customer is attempting in any way to violate intellectual property rights held by IHS

Arbitration

Except as expressly noted above, any dispute relating in any way to this Agreement shall be submitted to confidential arbitration in Birmingham, Alabama. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.



This agreement, with ____ attachments, has been explained to me and I understand it. By this agreement, I

____________________________________________________________________________,
(Print name here) representing the customer,

____________________________________________________________________,

do hereby accept the terms and conditions of this agreement. Signed this, the
_______ day of _____________________, 20__

____________________________________________________________________(sign here)

and by ______________________________________________________________ (Print name here) representing IHS, Incorporated. Signed this, the
_______ day of _____________________, 200__

____________________________________________________________________(sign here)


Witnessed by:
__________________________________________________________________________________(name & address)

__________________________________________________________________________________(name & address)