By indicating your acceptance, you (the “Client”) and Outsource School LLC dba TrioSEO (referred to as “TrioSEO” “we”, “our”, or “us”) (each a “Party” and, together, the “Parties”) agree to the following terms and conditions.
TrioSEO is a remote company with mailing address 771 Fairfax Street, Denver, Colorado, U.S.A., that offers monthly Search Engine Optimization (“SEO”) and content writing related services (the “Services”) to businesses around the world.
TrioSEO conducts the Services following their monthly strategy and writing process with input from the client. TrioSEO will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client’s website.
Client understands that TrioSEO does not provide information technology services – including installation of software on Client’s network or troubleshooting software problems related to Client’s network installation. TrioSEO does not provide services or advice related to website, advertising, branding or other business decisions. TrioSEO does not make management decisions on Client’s behalf. The Parties may agree to add or change Services, pricing, and processes by written notice, and the remaining provisions of this Agreement shall remain in full force and effect.
Any additional Services provided outside of the scope of the Parties’ agreement (“the Scope of Work”) will be quoted a new price to be agreed upon by the Parties, and will be billed before TrioSEO begins the additional Services.
TrioSEO services are intended to serve two main purposes:
1) To provide the Client with increased exposure in search engines, and
2) To drive targeted online traffic to the site.
TrioSEO Services may include (but are not limited to):
- Researching keywords and phrases to select appropriate, relevant search terms.
- Building a custom strategy for the client based on keywords and phrases
- Creating SEO specific writer briefs
- Working with writers to create content
- Uploading content to the client’s website
- Editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary.
- Creating traffic and ranking reports showing rankings in the major search engines.
Client is expected to recognize the practice of good and ethical Internet practices. You shall comply with the rules appropriate to any product or service provided by TrioSEO.
To bring Client the highest level of expertise, TrioSEO invests a significant amount of time in the training and development of our staff. As such, our staff is our biggest asset in helping our clients grows their businesses. Client agrees that they will not discuss employment or extend an offer of employment to TrioSEO’s staff members. If Client violates this provision and extends employment to one of TrioSEO’s staff members, Client agrees that they will pay TrioSEO liquidated damages in the amount of of 100% of the staff person’s annual compensation (defined as the staff person’s annual salary plus bonuses as of the last date of employment). The Parties agree that this amount of liquidated damages is not a penalty, is a reasonable estimate of presumed actual damages, and that it is difficult to ascertain the amount of actual damages that would result from a breach.
Client also agrees to not discuss a direct working relationship with TrioSEO’s virtual assistants or contactors. The same liquidated damages above apply in this situation.
Payment and related Terms
Client agrees to be billing upfront and on a monthly basis for SEO services. Client will have the option of different packages which will determine the amount of blog articles TrioSEO needs to deliver each month. Clients can upgrade or downgrade their package with 30 days notice. All blog articles are due within 30 days of monthly payment. Client is welcome to give feedback/ edits but correcting those might take us additional days outside of the 30 day window. We aim to fix all edits within 1-2 weeks.
Client agrees to authorize TrioSEO to collect payment of fees from a credit card, debit card, PayPal, or ACH that the Client keeps on file with TrioSEO at all times. Client may change their payment method at any time and shall maintain sufficient funds to cover all transactions. Client must keep an active payment method on file with TrioSEO at all times and respond timely to TrioSEO’s request for payments or updating payment method. Client agrees to a $25 NSF fee on any rejected payments and to cover all expenses related to said chargebacks. TrioSEO will cover any credit card processing fees.
Client agrees all fees are non-refundable.
Client becomes the owner of all content for which they paid for. Client agrees that in the case of a non payment or chargeback TrioSEO takes back the rights to that content.
Client agrees to provide TrioSEO the following:
- Administrative/backend access to the website for analysis of content and structure.
- Unlimited access to existing website traffic statistics for analysis and tracking purposes.
- Authorization to use client pictures, logos, trademarks, website images, pamphlets, content, etc., for any use as deemed necessary by (Company name) for search engine optimization purposes.
- Other requests that TrioSEO might have related to SEO
- Strong communication to company leader or founder
- Client represent and warrant to TrioSEO that: a) Client has the legal personality or authority, as the case may be, to enter into an Agreement with TrioSEO and perform its obligations under this Agreement; b) Client shall use TrioSEO services and products for lawful purposes; c) Client shall not violate any existing law, rules or regulations of any country where the project is used. Neither shall the client violate the intellectual property rights of any person, corporation or legal entity; d) Client warrants that the project herein, or its principal place of business is not located in a country where the activities necessarily arising from the use of the project is prohibited; e) In any instance you shall receive advise or notice of any claim with regard the project or TrioSEO, you shall promptly provide TrioSEO with a written notice of such claim (This includes any copyright claims against the client’s online content); and f) Client agrees to inform TrioSEO via email within three (3) days of any changes, alterations or modifications to the homepage or the project in general.
- TrioSEO warrants a) TrioSEO has the legal personality and authority to enter into this Agreement and perform its obligations under this Agreement; and b) it will perform the services required under this Agreement.
- Client understands TrioSEO is providing access to and use of its non-exclusive and non-transferable services to multiple clients.
- You will not subcontract/whitelabel or sell TrioSEO’s work without written permission from TrioSEO
Copyright and Trademarks
The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to TrioSEO 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 TrioSEO and its subcontractors from any liability or suit arising from the use of such elements.
- Client must acknowledge the following with respect to SEO services:
- TrioSEO 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. Client also understands SEO is not a fast result service and it may take months to see significant results.
- Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other
competitive factors, TrioSEO does not guarantee #1 positions or consistent top 10 positions for any particular
keyword, phrase, or search term.
- Occasionally, search engines will drop listings (Or change their algorithm) for no apparent or predictable reason. TrioSEO is not responsible for this.
- If Client engages with any other paid services including backlinks or advertising the client agrees that TrioSEO is not responsible for any harm done with these campaigns. If the client chooses to pursue backlink campaigns during the time TrioSEO is working on their site, the client must inform TrioSEO of such campaigns.
- Linking to “bad neighborhoods/websites”, black hat methods or getting links from “link farms” can seriously damage all SEO efforts. TrioSEO does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
- Client agrees that TrioSEO is not responsible if the client has plugins that are conflicting or if the client uses any/software or plugins that effect SEO.
- Client agrees to limit the access they provide TrioSEO and that TrioSEO is not responsible if the client gives them more access than requested leading to accidental changes to old content or site content.
- Client agrees to consider/use TriSO tool suggestions to ensure limited access of client’s WordPress website. This includes, but is not limited to, the plugin “User Role Editor.” TrioSEO agrees to provide guidance on setup, but is not liable for implications caused by the plugin, as it may interfere with pre-existing client plugins. If the client does not wish to use “User Role Editor” or other related plugins that grant TrioSEO limited access to their blog, the client understands that TrioSEO is not responsible for accidental changes made to old content on the site, including, but not limited to, un-publishing pages, deleting pages, deleting media, changing categories, changing tags.
- Client agrees to provide guidance on publishing items, including, but not limited to, preferred author usage, preferred tags, preferred categories, and preferred featured image guidelines. In addition, TriSEO is not responsible for designing featured images for the article they are creating. Should the client want a featured image for each blog, they are responsible for providing a featured image to the TrioSEO team no later than 14 days prior to the expected upload date. In the event of the client not providing such information in a timely manner to TriSEO, the client understands that TrioSEO is not liable for changes to brand guidelines or standards for the articles TrioSEO is uploading to the client’s website.
- TrioSEO is not responsible for the Client overwriting SEO work to the Client’s site. (e.g., Client/webmaster uploading
over work already provided/optimized). The Client will be charged an additional fee for re-constructing content. Client agrees to inform us if any edits are made to the content TrioSEO provides.
- TrioSEO is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
- SEO work is governed by many factors which are outside the direct control of TrioSEO and indeed, any other SEO company. Therefore no reputable SEO company can guarantee particular results. TrioSEO however guarantees improvement provided in a client’s website organic search engine results provided all of TrioSEO’s advice is followed. For Further, TrioSEO does not guarantee improvement in your sales or relevant website traffic. Such will still depend on the demand for your product or service, design and layout of the site, and many other factors beyond the control of TrioSEO.
- Client shall take full responsibility for the keywords used and optimized in the website. Client acknowledges to follow the guidelines set by TrioSEO in choosing the keywords. Should Client insist to use different keywords, further approval must be obtained from TrioSEO to ensure that keywords are not too competitive nor too obscure and can achieve successful search engine rankings.
- Client hereby agrees that they thoroughly reviewed and approved text content made by TrioSEO. Client shall take full responsibility, legally or otherwise, for all content included in the optimized pages and the meta tags.
- TrioSEO has no control over the policies of search engines with respect to the type of sites and/or content
TrioSEO may, in the course of performing the Services hereunder, gain access to certain confidential or proprietary information of the Client (“Confidential Information”). Such Confidential Information shall include all information concerning the business, affairs, products, marketing, systems, technology, customers, end-users, financial affairs, accounting, statistical data, documents, discussion, and other information developed by TrioSEO hereunder, including other proprietary and trade secret information for the Client whether in oral, graphic, electronic or machine-readable form. TrioSEO agrees to hold all such Confidential Information of the Client in confidence and shall not, without the express prior written permission of the Client, disclose such Confidential Information to third (3rd) parties or use such Confidential Information for any purposes whatsoever, other than the performance of its obligations hereunder.
TrioSEO has the right to reasonably share Confidential Information with all TrioSEO employees, contractors, and virtual assistants working for TrioSEO without the Client’s permission.
TrioSEO will not be held responsible for data that is stolen or lost by third party software programs.
Client must give 30 days notice before canceling services (There will be one more billing and SEO service delivery before cancellation). If Client agreed to a discount in exchange for a long term commitment (6 months or 1 year, for example) client agrees to honor their commitment or pay a 70% lump sum to void the remaining payment and service obligation.
If Client cancels during the onboarding period after adding payment but before SEO services are delivered the client agrees to pay 50% of the first months payment as a penalty.
TrioSEO collects nonpublic personal information about Client that is either provided to TrioSEO by Client or obtained by TrioSEO with Client’s authorization.
For current and former clients, TrioSEO does not disclose any nonpublic personal information obtained in the course of TrioSEO’s Services except as required or permitted by law. Permitted disclosures include, for instance, providing information to TrioSEO’s employees and independent contractors and, in limited situations, to unrelated third parties who need to know that information to assist TrioSEO in providing services to Client. In all such situations, TrioSEO stresses the confidential nature of information being shared.
TrioSEO may contact you with marketing material unless you unsubscribe from our newsletter.
In an effort to improve the quality of the Service, we track information provided to us by your browser or by our software application when you view or use the Service, such as the website you came from (known as the “referring URL”), the type of browser you use, the device from which you connected to the Service, the time and date of access, and other information that does not personally identify you. We track this information using cookies, or small text files which include an anonymous unique identifier. Cookies are sent to a user’s browser from our servers and are stored on the user’s computer hard drive. Sending a cookie to a user’s browser enables us to collect Non-Personal information about that user and keep a record of the user’s preferences when utilizing our services, both on an individual and aggregate basis.
The Company may use both persistent and session cookies; persistent cookies remain on your computer after you close your session and until you delete them, while session cookies expire when you close your browser.
No Unlawful or Prohibited Use/Intellectual Property
Client is granted a non-exclusive, non-transferable, revocable license to access and use www.TrioSEO.com (the “Site”) strictly in accordance with the terms of this Agreement. As a condition of Client’s use of the Site, Client warrants to TrioSEO that they will not use the Site for any purpose that is unlawful or prohibited by the terms of this Agreement. Client may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. Client may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site. Client indemnifies and holds TrioSEO harmless from any and all claims or damages arising out of Client’s use of the Site, including attorney’s fees and costs.
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of TrioSEO or its suppliers, and is protected by copyright and other laws that protect intellectual property and proprietary rights. Client agrees to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
Client will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. TrioSEO’s content is not for resale. Client’s use of the Site does not entitle Client to make any unauthorized use of any protected content, and in particular, Client will not delete or alter any proprietary rights or attribution notices in any content. Client will use protected content solely for their personal use and will make no other use of the content without the express written permission of TrioSEO and the copyright owner. Client does not acquire any ownership rights in any protected content. TrioSEO does not grant Client any licenses, express or implied, to the intellectual property of TrioSEO or TrioSEO’s licensors except as expressly authorized by these terms.
If the Client leaves TrioSEO a review on a public site TrioSEO has the right to use that review in marketing efforts.
Limitation of Liability
In no event shall TrioSEO be liable to the Client for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the Client arising out of the Services provided under this Agreement, even if TrioSEO has been advised of the possibility of such damages. In no event shall either TrioSEO’s liability on any claim, loss or liability arising out of or relating to this Agreement exceed the amount of fees paid to TrioSEO during the one-year period immediately preceding the event giving rise to such claim or action by the Client.
Client shall defend, indemnify and hold TrioSEO, its affiliates, subsidiaries, assigns, respective officers, directors, contractors, employees, sublicensees, and agents, harmless from and against any and all claims, actions, damages, expenses (including attorney’s fees and court costs), losses, settlements or liabilities incurred by or asserted against TrioSEO, which arise directly or indirectly out of Client’s breach of this Agreement, or otherwise relate to or arise out of the performance by TrioSEO of the services hereunder.
This Agreement is the final, complete and exclusive Agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications, and agreements, whether written or oral, between the Parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.
The waiver by either party of a breach or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach or default under the same or any other provision of this Agreement. Any delay or omission on the part of either party to exercise or avail itself to any right or remedy that it has or may have hereunder shall not operate as a waiver of any right or remedy.
Waiver of Jury Trial
THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.