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1. Parties a.
The parties to this agreement are:

i.

(“Name specified in payment authorization”) (hereinafter referred to as "Reseller"),

ii.

Agency Platform (hereinafter referred to as “Agency Platform”), and Both parties being collectively the “Parties” and any reference to “Client” mean the end client of the Reseller with whom the Reseller engages independent of Agency Platform.

2. Purpose

a.

Agency Platform provides services as listed in the Annexures & Agency Platform website (www.agencyplatform.com). Reseller wishes to engage Agency Platform for providing such services for a fee as per the terms of this agreement.

b.

Reseller intends to design and implement single/multiple Search Marketing and other services program on its Clients websites using services sourced from Agency Platform.

3. Effective Date

a.

This agreement will be effective from the date specified in payment authorization.

4. Reseller’s Role

a.

Reseller is an independent seller who can sell Agency Platform’s Search Marketing and other services to its own Clients.

b.

Reseller can represent that it resells services of Agency Platform to any of its own Clients as an independent reseller. But, the Reseller will not represent that its relationship with Agency Platform is that of a principal-agent, in any form or variation, to any of its own Clients.

5. Reseller’s Functions

a.

Reseller will engage with its own Clients directly. Hence, the Reseller will be responsible for all the representations, business deals and interactions between itself and the Client.

b.

Reseller can communicate with its own Clients and provide its own Client support directly.

6. White-labeling of Dashboard

a.

Agency Platform will provide white labeled version (i.e, an unbranded version) of their existing Agency Dashboard - to the Reseller. A logo has to be provided by Reseller which will be put up in the dashboard. This will ensure that all of Reseller's Clients see Reseller's logo when they login. Agency Platform will also provide individual login for all of Reseller's Clients so that they can login and check the progress of their SEO, Social and other online marketing initiatives. Access to all features of the Agency Dashboard will be given for FREE as long as we have a paying Client on board or if you do not have any paying clients and want to use dashboard, USD $50 per month charge is applicable if you would like to gain access to the dashboard under your brand name without any active project, wherein you can have access to the initial audits tool which you can use for your prospects to generate reasonable audits (Fair usage policy) to try and convert your leads into paying customers.

7. Payment Terms

a.

Fee for services will be as per pricing offered to Reseller.

b.

Failure of Reseller to pay any amount due within Seven (7) calendar days of the due date will result in the termination of this Agreement and render the remaining consideration immediately due and payable
.

c.

AgencyPlatform reserves the right to change the pricing (due to increased cost or other factors). However, AgencyPlatform will give thirty (30) days notice to Reseller for any pricing change so Reseller gets sufficient time to make the changes smooth for their clients.

8. Liability

a.

The Reseller is an independent party and responsible for all promises and representations made by itself to its own Client. Agency Platform will not be liable for any claims or promises made by Reseller’s own Clients, Reseller or any third party that relate to services provided by Agency Platform.

b.

Reseller undertakes to abide by and comply with all laws and regulations in relevant jurisdictions as applicable regarding its services to its own Clients.

c.

In any event, whether the agreement has been allegedly breached, during the subsistence of the agreement, whether the services have been rendered or are being rendered, Agency Platform will not be liable for any claims, damages, compensation, refund or payment in any form, whatever name it is called, in any case ONLY UPTO A LIMIT of an average of the discount, commission or fee paid or allowed in between the Reseller and Agency Platform within last 60 (sixty) or lesser calendar days from the date of a claim.

d.

Compliance with Law: Reseller acknowledges that Agency Platform exercises no control over the content of information passing through End User’s websites and that it is the sole responsibility of Reseller to ensure that the information it transmits and receives complies with all applicable laws and regulations.

e.

Neither party will be liable to the other party for any special, consequential, incidental, indirect, related or punitive damages, including any loss or reduction of anticipated profits or gains arising or related to this agreement irrespective of the basis or theory of such liability.

f.

Agency Platform will not be liable for any breach of privacy or any loss or damage related to data security, storage or transmission to either Reseller, Clients or any third-party.

9. Best Effort

a.

Agency Platform will endeavor to provide quality services on a ‘Best Effort’ and ‘as-is’ basis based on Agency Platform’s subjective determination. Due to the nature of services, no direct or indirect performance, metrics or achievements are promise

10. Exclusion of Warranties

a.

Agency Platform provides its services on an ‘AS IS’ basis and without any warranty of any kind, express or implied. Agency Platform specifically excludes any warranties of merchantability or fitness for a particular purpose. Agency Platform does not assume any liability that is in anyway related to the services it is providing or has provided for any specific level or type of proper performance. Agency Platform also does not represent or warrant and specifically excludes liabilities for proper performance of services, completeness any errors, damage to any person or goods related to the services in any manner. Agency Platform will not be responsible for any loss or damage caused by any act or omission related to the services whether caused by Agency Platform or any third-party arising from negligence, accident or any other reason.

11. Confidentiality

a.

“Confidential Information” means any and all information that is disclosed by either of the parties and that relates to a Party’s business or the Parties’ business relationship, including, but not limited to, information concerning finances, products, services, technical details, processes, security details, Clients and suppliers.

b.

Any Confidential Information disclosed by either of the Parties to another, may be either: (1) Marked as confidential, or (2) Such Confidential Information is reasonably understood by the other party as being confidential in nature.

c.

Confidential Information will not include information which (i) is in or comes into the public domain without breach of this Agreement by the Reseller; (ii) was in the possession of the Reseller prior to receipt from Agency Platform and was not acquired by the Reseller from Agency Platform under an obligation of confidentiality or non-use; (iii) is acquired by the Reseller from a third party not under an obligation of confidentiality or non-use to Agency Platform; or (iv) is independently developed by the Reseller without use of any Confidential Information of Agency Platform.

12. Intellectual Property

a.

Reseller specifically acknowledges that Agency Platform has proprietary reporting formats, which are valuable intellectual property of Agency Platform, and the Reseller will not copy, use, reuse or modify these reporting formats for own use or through a third party for a period of 2 (two) years after the execution of this agreement or 1 (one) year after termination of this agreement (whichever is longer).

13. Term

a.

Term: The Term of this agreement will be initially for 1 (one) year and will be renewed automatically as in sub-clause (b) below.

b.

Renewal Term: Upon expiration of the Initial Term or each Renewal Term thereafter, this Agreement will be automatically renewed for an additional 1 (one) year term (the “Renewal Term”) unless terminated by either Party upon 30 (thirty) calendar days a specific written notice for “Termination for Without Cause” to the other Party.

14. Termination

a.

Termination Without Cause: Either party may voluntarily want to terminate the agreement, which they can by giving a prior written notice to the other side of 7 (seven) calendar days.

b.

Termination for Material Breach: This Agreement may be terminated by either Party by giving 30 (thirty) calendar days written notice of such termination to the other Party in the event of a material breach by the other Party. Material breach will be one which the parties could not resolve with mutual negotiations about a significant matter. Parties will endeavor to resolve minor matters with mutual negotiations as far as possible.

15. Non-Access to Employees

a.

Reseller also acknowledges that any attempt to contact or solicit Agency Platform employees directly without prior written authorization from Agency Platform management will be a severe breach of service agreement and a ground for seeking damages, appropriate injunctive remedies and termination of this agreement at the option of Agency Platform alone and not the other party.

Annexure: Reseller SEO Services (Part of the Agency Platform Reseller Services Agreement)

A.

Keyword Analysis Research & Report: Agency Platform will conduct research to determine which keywords and keyword phrases are appropriate to target in the optimization process. By collaborating with Reseller, Agency Platform will assist Reseller's Client in the selection of keywords and keyword phrases that search engine users are most likely to search for while utilizing search engines.

B. Benchmark Search Engine Position Report: Agency Platform will run a detailed website ranking report of the Reseller’s Client’s selected keywords to determine the initial rankings on Google and Bing search engines prior to optimization.

C.

Optimization: Agency Platform will “optimize” Reseller’s Client’s website, using Agency Platform’s proprietary optimization methodology.

D.

Enabling access to Reseller’s own Client's Google Analytics account, Google Search Console and Bing Webmaster accounts, FTP access. In case Reseller’s Client does not have analytics or webmaster tool accounts, Reseller needs to update Agency Platform and provide an email address which Agency Platform will use to create these
.

E.

Reseller will obtain quick approval from its Client for on-page SEO activities done by Agency Platform.

F.

Service Quality:
a. Agency Platform has no direct control over final positioning of results. Agency Platform hopes to achieve good placement but search engines can and do the following things:
  • i. Drop URLs without notice or penalize websites.
  • ii. Not accept new sites or not index new sites for months on end
  • iii. Index press releases, Reseller’s Client's website if it's found that the website content is duplicate (when checked with copyscape.com).
  • Initial Website Analysis
  • Title Tag Optimization
  • Meta Tag Optimization
  • Robots.txt File Upload
  • Webpage Content Analysis
  • Implementing Rich Snippets (Schema.org)
  • Image and Header Text Optimization (if necessary)
  • Create Website Site Map (if necessary)
  • Create Website Site Map (if necessary)
  • Google Analytics Implementation and Tracking
  • Website Blog Setup
  • Getting Social Media Votes
  • NAP (Name, Address and Phone) Syndication
  • Local Search Engine Optimization and Citation Building
  • Coupon Distribution
  • Informational Content Writing and Syndication
  • Press Release Writing and Distribution
  • Infographic Creation and Distribution
  • Guest Blog Post Writing and Distribution (Depending upon the SEO package selected)
  • Web 2.0 Video Creation and Sharing
  • Facebook and Twitter Marketing (Depending upon the SEO package selected)
  • Website Usability and Conversion Report (Depending upon the SEO package selected)
  • Weekly and Monthly SEO Performance Reports
CONSIDERATION

1.

Consideration given below is valid at the time of signing this agreement.

2.

The Parties hereby agree that the total consideration under this Agreement to be paid by Reseller to SEO is fixed and the rates for each project are defined as provided by the Sales rep.

Annexure : Reseller PPC Services (Part of the Agency Platform Reseller Services Agreement)

A.

Keyword Analysis Research and Report : Agency Platform will conduct research to determine which keywords and keyword phrases are appropriate to target in the pay per click campaigns. By collaborating with Reseller, Agency Platform will assist Reseller in the selection of keywords and keyword phrases that potential customers are most likely to use.

B.

Advertising Fees: Reseller’s End Users / Reseller would pay the advertising fees incurred in getting paid clicks directly to respective search engines. The monthly service fees paid to Agency Platform are exclusive of advertising fees.

C.

Account Maintenance & Reporting : Agency Platform will monitor Reseller end client’s ad campaigns and will perform any changes required in order to improve the performance of the campaign. Reports will be sent on a weekly basis. A separate comprehensive report called as “Monthly Report” will be sent on monthly basis.

Annexure Reseller SMO Services (Part of the Agency Platform Reseller Services Agreement)

1.

Support to be performed by Reseller : Reseller agrees to provide support as requested by Agency Platform. This support includes, but is not limited to, creating/managing business pages as defined by Agency Platform. Uploading files, testing and approving changes provided by Agency Platform and providing reasonable notification to Agency Platform of any changes to the website pages initiated by Reseller’s Client. If programming of dynamic pages is required to integrate Agency Platform changes, all changes will be performed by Reseller’s Client staff unless otherwise specified. Separate charge will be charged depending upon the package selected by Reseller. Reseller will provide any requested pages upon Agency Platform’s verbal or written request within five (5) business days.

2.

Social Media Login : For social media sites the Reseller and their Client should treat the login information confidential. If any wrong doings (wrong videos, or any other errors) happens from the reseller or Client side, Agency Platform will not be held responsible.

3.

Management of Paid Ad Campaign : Agency Platform will closely monitor the Reseller Client’s Paid Ad Accounts and will perform necessary changes required in order to improve the performance of the campaign. Agency Platform hold the rights to play with the budget and the bid value for the efficient performance of the campaign.

4.

Facebook Ad Spend : The Ad Spend amount will be directly payable to Facebook. The monthly management fees paid to Facebook does not include the Ad spend amount.

5.

Reports : Reports will be sent on weekly as well as monthly basis for performance tracking.

Annexure: Reseller Affiliate Marketing Services (Part of the Agency Platform Reseller Services Agreement)

1.

Account Maintenance & Reporting : Agency Platform will monitor Reseller client’s affiliate program and will perform any changes required in order to improve the performance of the campaign. Reports will be sent on weekly basis. A separate comprehensive report called as “Monthly Report” will be sent on monthly basis.

3.

Affiliate Network Fees : Resellers Client will pay the affiliate network fees (network monthly fees, affiliate commission etc.) directly to affiliate network team. A fee paid to Affiliate Marketing Agency does not include monthly minimum deposit or any fees to be paid to the Affiliate Network.

4.

Affiliate Sale : Once affiliate sale is locked after grace period at network account then Agency Platform cannot void the affiliate sale.

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