Online Marketing Services

Date: April 2017

1. Services

1.1 The Services shall be provided to you for the minimum period specified in the Proposal (Initial Period). On expiry of the Initial Period, the contract will automatically be extended on a month by month basis.

1.2 You and Melbourne IT shall agree on the key phrase or keyphrases (depending on the Services that you have elected to obtain from us) in respect of which we will provide the Services (as the context requires, depending on the Services that you have elected to obtain from us (Agreed Keyphrase/s)).

1.3 You agree to provide us with any information, material, excerpts of or links from or to any content (Your Web Site Information) on Your Web Site reasonably requested by us, to assist us with providing the Services to you.

1.4 You agree that we may from time to time during the Service Period, propose changes to any website owned or operated by you in respect of which the Services are being provided (Your Web Site), including, without limitation, to suggest adjustments to Your Web Site in the event that search engine algorithms change, and which we consider might assist you in improving the ranking of Your Web Site (Optimisation Change(s)).

1.5 You authorise us to develop a link exchange program whereby links to and from Your Web Site, and other websites and/or industry guides and/or directories, are established, and you appoint us as your agent for this purpose. We agree to use all reasonable commercial endeavours to ensure that we do not insert links to and from Your Web Site to or from obscene, defamatory or sexually explicit websites and/or industry guides and/or directories.

1.6 We will not cloak any pages or hide same colour content on same colour background or otherwise knowingly use spam methods in an attempt to improve the ranking of Your Web Site in connection with the provision of the Services.

1.7 If you agree to provide us with FTP (file transfer protocol) access (FTP Access) to Your Web Site, we agree not to make any Optimisation Changes to Your Web Site, without your prior written consent to such Optimisation Changes.

1.8 If you agree to provide us with FTP Access to Your Web Site (but not otherwise), you expressly grant to us a licence to cache the file and content of Your Web Site, including data and content supplied by you and/or third parties, whether or not Your Web Site is hosted by our Supplier. You agree that you shall be responsible for obtaining any agreements and/or consents required of any third party in connection with the grant of this licence to us. You also agree that any such caching is not an infringement of any of your intellectual property rights or any third party’s intellectual property rights.

1.9 In the event that you do not agree to provide us with FTP Access, we agree that any Optimisation Changes will be provided by us to you in writing.

1.10 We agree to provide you with monthly written ranking reports with respect to the Agreed Keyphrase/s (Benchmark Report).

1.11 All fees for the Services are non-refundable and payable in advance, subject to clause 7 of the Universal Terms of Service.

2. Your Warranties

You warrant that:

2.1 you have the right to provide us with Your Web Site Information, and, if applicable, FTP Access, with respect to Your Web Site;

2.2 you will not alter, and will procure that no other person alters, any element of the textual content, content structure, graphical content and/or source code of Your Web Site, at any time during the Service Period, without our prior written consent;

2.3 neither Your Web Site nor any of the content of Your Web Site (including, without limitation, any products and/or services that you may determine to offer for supply, or supply via Your Web Site, the Internet or otherwise, Your Web Site Information, and if applicable, any Optimisation Changes implemented by us or, by you or anyone on behalf of you) (collectively, Your Web Site Property) will infringe the intellectual property or any other rights of any third party;

2.4 Your Web Site and Your Web Site Property will at all times comply with all laws required to be complied with by you; and

2.5 Your Website and use of the services contemplated under this Agreement complies with all relevant policies of those third parties (for example, without limitation, you comply with the Google policies in relation to use of its AdWords service).

3. Our General Disclaimer of Warranties

3.1 You acknowledge and agree that nothing in this agreement shall constitute an express or implied warranty or guarantee by either us or our Supplier:

1. 1. concerning the results or success that may be obtained from the use of the Services;
   2. as to the accuracy, reliability or content of any information services or merchandise contained in or provided through the Services, or, for the avoidance of doubt, any information provided by us or our Supplier in any advice, report or communication to you or any other party;
   3. that the provision of the Services will result in the ranking of Your Web Site improving; and/or
   4. that the provision of the Services will result in an increased amount of traffic or users to Your Web Site; and/or
   5. concerning any market conditions (whether favourable or not) that may be in existence at the commencement of the Service will continue; and/or
   6. that the provision of the Services generally, or any software utilised by us to provide the Services, will not be subject to, or result in, either errors and/or delays.

3.2 You acknowledge that although we may suggest Optimisation Changes to you in connection with providing the Services, we nor our Supplier cannot and do not take any responsibility for Your Web Site or Your Web Site Property. Accordingly, you agree that you shall at all times be solely responsible for Your Web Site and Your Web Site Property notwithstanding the provision of the Services to you by us or our Supplier.

3.3 Without limiting the above, you acknowledge that our Services may require us to use, interface with or input information into Supplier’s systems (including companies such as Google and Yahoo!) and you agree that we have no liability to the extent that the Supplier is unable to provide its services to you.

4. Indemnity

You will indemnify and defend Melbourne IT and its Supplier and all directors, officers, employees, and agents of Melbourne IT and its Supplier (each an Indemnified Party) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable legal fees) incurred by any Indemnified Party arising out of, or directly or indirectly relating to:

4.1 Your Web Site; and/or

4.2 Your Web Site Property; and/or

4.3 our role as your agent (and any action or inaction by us as part of that role); and/or

4.4 any breach of this agreement by you; and/or

4.5 the use of the Services by you.

Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, restrictive trade practices, misleading statement, misleading or deceptive conduct, breach of contract, defamation or injury to reputation, or other injuries or damage to business.

5. Cancellation and Exit Fee

5.1 You may cancel the Services within four business days of the Commencement Date.

5.2 Where you have cancelled any Services pursuant to clause 5.1, and Melbourne IT will refund you for any other payments you have previously paid to Melbourne IT with respect to the Services and this agreement shall automatically terminate.

6. Specific Additional Terms

The following specific additional terms apply to the products indicated below.

Online Marketing Services

The object of Online Marketing Services is to provide some initial and ongoing advice in relation to Your Website based on agreed criteria.

Melbourne IT will provide the following service deliverables:

Melbourne IT will continue to assess regularly during the provision of the Services, the ranking placement of the website, and identify elements which may be improved or introduced to contribute to a higher ranking placement, or any elements which are contributing to a negative impact on the website’s ranking placement and undertake Implemented Recommendations on an ongoing basis.

Melbourne IT will also perform the following actions:

Melbourne IT will create a backup of the site prior to performing Implemented Recommendations. If you so requests, Melbourne IT will roll-back Implemented Recommendations.