This Digital Campaign Agreement (“Agreement” or “Digital Campaign Agreement” or “SEO Agreement”) is entered into by and between eCuras LLC, a New Jersey limited liability company (“eCuras LLC” or “eCuras” or “Company”) and you (“Client” or “Customer” or “You”), and is made effective as of the date of electronic acceptance. This Digital Campaign Agreement provides for eCuras LLC’s development and execution of a search engine optimization and marketing strategy (“Services”) for the Client, and represents the entire agreement between you and eCuras LLC concerning the subject matter hereof.
eCuras reserves the right, in its sole and absolute discretion, to change or modify this Agreement, any policies or agreements which are incorporated herein, and any limits or restrictions on the Services, at any time, and such changes or modifications shall be effective immediately upon posting to this website (“Site”). If you do not agree to be bound by this Agreement and any Service limitations as last revised, do not continue to use the Services or Site. We may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account information current. eCuras is not responsible and assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or outdated account information.
This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior understandings and agreements between the parties, whether written or oral, regarding the subject matter herein. Any of the provisions of this Agreement which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions hereof or affecting the validity or unenforceability of any of the terms of this Agreement in any other jurisdiction. A waiver by either party of a breach or violation of any provision of this Agreement will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of this Agreement. The headings contained in this Agreement are for convenience only and shall not affect meaning or interpretation of this Agreement.
Terms defined above have their assigned meanings and each of the following terms has the meaning assigned to it.
“Agreement” means this Digital Campaign Agreement. The entire content of this Agreement, the Proposal document(s), the invoice, together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
“Black Hat” means using spam-like methods focused on computers instead of human users to increase a website performance. Black Hat SEO tactics include keyword stuffing, invisible text, and more.
“Business Day” means the usual work week of Monday through Friday, with the exception of all major U.S. holidays.
“Effective Date” means the date when eCuras begins providing SEO services according to this agreement.
“Keyword” means words typed into a search engine by potential consumers of the client’s website and its related products and services.
“Website Content” means the words, graphics, video, or other immediately visible content when visiting a web page.
“White Hat” means using SEO methods focused on human users and based in accepted search engine guidelines to improve a website’s performance.
“Writing” means an e-mail or other written communication, such as attached documents, sent for the purpose of providing legal notice to either party.
The Services are not targeted to, and should not be used by, persons under the age of 18. BY ACCESSING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD, ARE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW, and are not barred from accessing the Services under the laws of any applicable jurisdiction.
If you are using the Services on behalf of a company, entity, or organization (“Organization” or “Entity”), then you represent and warrant that you: (i) are an authorized representative of that Organization with the authority to bind such Entity to the Digital Campaign Agreement and (ii) agree to be bound by the Agreement individually and on behalf of such Organization. You further represent and warrant that the Entity is not a CloudHostor or eCuras LLC’s Competitor, nor are you or your Organization are using the Services for or on behalf of a Company’s Competitor.
4. Fee Schedule
a) eCuras bills the Client on a project basis according to the invoice attached to this Agreement (the “Fee Schedule”).
b) All fees must be paid in full prior to the Effective Date by check/paypal/stripe/google-checkout/credit card/wire transfer. There will be a $15 charge for all returned checks.
c) eCuras LLC will be solely responsible for this project expenses in connection with this Agreement.
SEO Strategy; Selected Search Engines. eCuras shall work with the Client to formulate an overall Search Engine Optimization strategy to improve the performance of the Client’s website, for Keywords targeted to its industry in major search engines.
Back Links. eCuras shall build a profile of back links to the Client’s website. The eCuras shall maintain a report of all Back Links and provide the report to the Client at the Client’s request or at the end of the project.
Code Analysis and Modification. eCuras shall analyze the underlying code of the Client’s website and provide recommendations or modifications to the code to improve the website’s performance in the selected search engines.
Search Analysis and Reports. eCuras shall monitor website traffic, generate reports based on website traffic, and provide recommendations and strategies to improve targeted traffic to the Client’s website. eCuras may use various free or paid third party tools or applications as part of this process.
Website Content Creation – Not covered under this Agreement. Website Content creation is a large part of any search engine optimization endeavor. eCuras will likely recommend the Client add additional Website Content to the Client’s website. The Client shall pay to eCuras LLC separately (not as a part of this Agreement) for Website Content creation. eCuras may also use a third party Website Content creation service to meet the Client’s Website Content needs. In the event a third party is used, the Client shall pay the third party Website Content creator all associated fees.
6. Nature of Content
a) Client agrees to exercise due diligence in its direction to eCuras regarding preparation of content materials and must be able to substantiate all claims and representations.
b) Client is responsible for all trademark, service mark, copyright and patent infringement clearances.
c) Client is responsible for arranging, prior to publication, any necessary legal clearance of materials eCuras prepares in the scope of a project.
d) eCuras will assist Client with choosing the most appropriate keywords to be used for this project. The Client is responsible for all the page texts and other textual content.
e) The Client shall own the copyright to all Website Content created specifically for the Client’s Brand and which is not licensed separately.
7. Client Obligations.
Representations and Warranties. The Client represents and warrants as follows:
a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Website Content.
b) To the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties.
c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and Client shall comply with all laws and regulations as they relate to this Agreement.
d) The Client has not engaged in Black Hat SEO tactics, in an effort to gain traffic in the past.
e) The Client has power and authority to sign, deliver, and perform this Agreement.
f) The Client has taken all necessary action to authorize the signing, delivering, and performance of this Agreement.
g) This Agreement has been duly signed by the Client, or its authorized representative or agent, and constitutes its legal, valid, and binding obligation. It is enforceable against the Client in accordance with its terms.
Covenants. The Client covenants to:
a) Provide administration or backend access to the eCuras LLC.
b) Provide an email at the Client’s website, for purposes of back link building or otherwise representing the Client for the purposes of SEO.
c) Allow eCuras to make changes to the website’s underlying code for the purpose of optimization.
d) Provide eCuras with a list of all third party developers of the website for the purpose of contacting them to improve the website’s performance.
e) Provide the eCuras with electronic files of all promotional or branding materials, i.e., logos, graphics, etc., for the purpose of creating new promotional materials.
8. Our Obligations
Representations and Warranties. eCuras LLC represents and warrants as follows:
a) eCuras will not engage in Black Hat SEO tactics at the website, in an effort to gain traffic in the future.
b) eCuras has power and authority to sign, deliver, and perform this Agreement.
c) eCuras has taken all necessary action to authorize the signing, deliver, and performance of this Agreement.
d) This Agreement has been duly signed by Ben Rakov – President – eCuras LLC, or its authorized representative or agent, and constitutes its legal, valid, and binding obligation. It is enforceable against the eCuras LLC in accordance with its terms.
Covenants. eCuras LLC covenants to:
a) Use White Hat SEO tactics and accepted practices to improve search engine rankings.
b) Develop a strategy to improve the flow of targeted traffic to your website.
c) Provide regular reports and analysis of traffic to your website.
9. Disclaimer of Warranty
eCuras LLC are providing services “AS IS”, and disclaims all warranties, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. eCuras LLC provides recommendations regarding current White Hat search engine optimization tactics that, in theory, should improve your website’s performance in search engine rankings. However, eCuras are not responsible for search engine rankings, the algorithms used by major search engines to rank web pages, or other processes of third party search engines. eCuras LLC cannot predict future search engine algorithm changes; therefore, eCuras cannot guarantee results such as placing your website as the number one search result for specific keywords, or to maintain a position within the top 10 search results.
10. Intellectual Property
eCuras LLC shall have all rights in all SEO related intellectual property that may be created by eCuras in the process of optimizing the Client’s website for search engines, including, but not limited to, website code, graphics, video, audio, non-website content, strategies, methods of operations, or any process, idea, or other SEO related intellectual property.
11. Property & Suppliers’ Performance
eCuras will take all reasonable precautions to safeguard the property the Client entrusts to us. In the absence of negligence on our part, however, eCuras is not responsible for loss, destruction or damage or unauthorized use by others of such property. Although eCuras may use our best efforts to guard against any loss to the Client through the failure of vendors, media, or others to perform in accordance with their commitments, eCuras LLC is not responsible for failure on their part.
If the Client selects its own vendors, other than those recommend by eCuras, and may request that eCuras will coordinate their work. If at all possible, eCuras will attempt to do so, but cannot in any way be held responsible for quality, price, performance or delivery.
eCuras LLC shall be permitted to engage and/or use third party designers, programmers, or other service providers as independent contractors in connection with this project. Notwithstanding, eCuras shall remain fully responsible for such ‘Agents’ compliance with the various terms and conditions of this Agreement.
13. Confidential Information
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
By CLIENT. Client agrees to indemnify, save and hold harmless eCuras LLC from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances eCuras LLC shall promptly notify Client in writing of any claim or suit;
a) Client has sole control of the defense and all related settlement negotiations.
b) eCuras LLC provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by eCuras LLC in providing such assistance.
By eCuras LLC. Subject to the terms, conditions, express representations and warranties provided in this Agreement, eCuras LLC agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with eCuras LLC’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that:
a) Client promptly notifies eCuras LLC in writing of the claim.
b) eCuras LLC shall have sole control of the defense and all related settlement negotiations.
c) Client shall provide eCuras LLC with the assistance, information and authority necessary to perform eCuras LLC’s obligations under this section. Notwithstanding the foregoing, eCuras LLC shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any pre-specified materials provided by eCuras LLC.
Termination. This Agreement shall commence upon the Effective Date and will terminate when the total time prepaid in advance by the Client passes (Expiration) and the Client doesn’t renew this Agreement to another Term.
Termination for Cause; Material Breach. A party may terminate this Agreement by giving 10 Business Days notice to the other party, if that latter party materially misrepresented a fact or materially breaches a warranty or covenant. In that event, the terminating party has all rights and remedies that law and equity provide.
Expiration or Termination. Upon expiration or termination of this Agreement:
a) Each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party.
b) Other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
16. General Provisions.
Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of New Jersey without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of New Jersey. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that eCuras LLC will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that eCuras LLC shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
Notices. All notices to be given hereunder shall be transmitted in writing either by electronic mail (email) with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt.
Modification/Waiver. This Agreement is our entire understanding and may not be modified in any respect except in a mutually-executed written addendum or any urgent extreme time sensitivity expenses paid by eCuras and electronically authorized by the Client. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the Proposal, or any other documents, the provisions of this Agreement shall control.
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If you have any questions about these Terms, please contact us.