This Search Engine Optimization Services Agreement ("Agreement") is a valid legal agreement between Vastseo DBA Vastseo and the client, the individual or single entity ordering Vastseo's Search Engine Optimization Services ("Services") either via an on-line order form or via Vastseo's customer service call center ("Sign-up Process"). This Agreement governs the client's purchase and use of Vastseo's Services ordered by the client during the Sign-up Process.
For purposes of this Agreement, the 'Effective date' shall be that time when the client uses his or her credit card and the payment for use thereof has been successfully made.
The terms of this Agreement shall commence on the Effective Date, as herein defined.
R E C I T A L S
WHEREAS , Vastseo is web design and Internet development company that offers search engine optimization services, initiation of such services,
WHEREAS, client chooses to employ the aforementioned search engine optimization services of Vastseo,
WHEREAS, client has carefully reviewed the Terms of Service Agreement and abides by terms and conditions mentioned in this Agreement.
NOW THEREFORE, in consideration of the terms and conditions set forth in this Agreement, Vastseo and client agree to the foregoing and as follows:
ARTICLE 1 - GENERAL
1.1 Overview of Agreement. This Terms of Service Agreement will strongly establish and explain the terms and conditions on which Vastseo provides search optimization service to client. It is important that this document be thoroughly reviewed if client agrees to these terms and conditions, and is willing to be bound by them.
1.2 This Agreement explains the important terms and conditions under which Vastseo shall operate and provide search engine optimization service package subscribed to/or applied to by the client.
1.3 This Agreement also declares your consequent obligations as our client in relation to the search engine optimization service package you purchased.
1.4 Any attempt to amend terms and conditions enclosed in this Agreement and question the said points after the effective date through conflicts or misrepresentation in any other document shall be of no force and void the effects.
1.5 By availing of search engine optimization service of Vastseo, and by entering into this page, you as our client, acknowledge that you have read, understood, and agreed to be bound by all terms and conditions mentioned in this Agreement, as well as any additional rules or policies that may be established by Vastseo from time to time. This Agreement, and those that may from time to time be added or modified herein, constitutes the exclusive agreement between the client and Vastseo concerning your use of the optimization service and shall supersede and govern all prior proposals or agreements made by any of our representatives.
ARTICLE 2 - PROPRIETARY RIGHTS
2.1 Restrictions. The client is expected to recognize the practice of good and ethical Internet practices. The client shall comply with the rules appropriate to any of the product or service provided by Vastseo. The client is also expected not to permit Vastseo access to information the client desires to keep confidential.
2.2 Privacy and Intellectual Property Rights
2.2.1 Client hereby recognizes and acknowledges that the search engine optimization techniques to be employed on the websites are customized by the Vastseo, copyright of which shall remain fully owned by the SEO service provider subject to the terms and conditions set in this agreement.
2.2.2 Client acknowledges (i) given the global nature of the Internet, that there is no necessity to modify the product and service provided by Vastseo (ii) that such actions will likely impair the performance standards of optimization expected by Vastseo.
2.2.3 Client shall not update, alter, modify, or tamper with the optimized pages. The client hereby acknowledges that such inappropriate actions may void the guaranteed offered by Vastseo.
2.2.4 Client shall have no right to copy, in whole or in part, the optimized pages. Client, however, can only make one archival copy of the optimized pages solely for archival and disaster recovery purposes only. Client shall have no right to upload the pages or redirect the previous optimized website to other domain. Client acknowledges that such action may also void the guaranteed aforementioned.
2.2.5 Client hereby understands and agrees that the optimized pages shall be the exclusive property of Vastseo.
2.2.6 Client shall own the created website subject of this Agreement only after the first year of subscription.
ARTICLE 3 - Vastseo GUARANTEE
3.1 Overview of the Service. Vastseo employs optimization services that will allow the client's website to achieve relevant search engine ranking in the four (4) major search engines provided that complete requirements are submitted by the client.
Vastseo guarantees top 20 positioning among the four (4) major Search Engines: Google, Yahoo, AOL Search, MSN Search. The minimum guaranteed number of top 20 positions is equivalent to the total number of keyword package ordered.
This guarantee applies only upon the completion of work by Vastseo's SEO Specialists. A verification report will be sent to client after all site optimization processes have been completed.
Client agrees that guarantee is void if SEO service provider finds out that our work has been tampered, duplicated, or redirected to another domain without prior notice and approval. Client also understands that guarantee is void if any instruction or important notice from Vastseo as a warning of the probable effect in ranking is neglected.
ARTICLE 4 - Vastseo SEO SERVICE
4.1 Keyword Analysis
Upon receipt of the Keyword Profiler completed filled-up by the client, Vastseo shall start doing the keyword research using tried and tested techniques, methods, and tools. Our SEO specialists will start with client's keyword suggestions and examine your website as initial analysis. Keyword research will then be performed and a recommended keyword list will be sent to you for review, selection, and approval.
Client shall thoroughly review the list sent by Vastseo and send back an approved list for page optimization to commence. Client may approve or suggest additional keyword research. Vastseo will only allow up to 2 rounds to allow client to choose the best keywords for optimum performance. The approved final list, must however, follow the guidelines set by Vastseo in choosing the right keywords. If client has list of preferred keywords, Vastseo SEO specialists will have to approve and analyze them first before optimization will move to the Vastseot process
If no response is received within a period of 60 days, the optimization project shall be abandoned.
4.2 Content Writing and Site Optimization
Vastseo SEO specialists will create customized text written with such technique that search engine spiders will understand and following the optimization standards (keyword density, prominence, and proximity). Website's HTML codes will be validated to ensure that client's website is in working order for the search engines.
The optimized pages shall be uploaded to a temporary website location to show to client. A sitemap will also be created for client's website and will include links to the optimized pages.
Client shall carefully read the text content, check all links, and make sure that design of the pages is consistent with the other site pages. Request for revisions are allowed granted that a detailed instruction is given. Minor changes on the text, layout, links, and images will be entertained. However, a radical change on the content made by the client, will not processed because there is little guarantee that such will perform well in the search engines.
If client insists on using own content, guarantee is void.
Client shall send a written approval for the optimized pages to be uploaded to website and complete the optimization.
Upon receipt of the written approval, Vastseo shall now upload the optimized pages to client's website. Pages to be uploaded will include a link to sitemap on site's index page, sitemap, and the approved optimized pages.
Client shall provide correct and full (read/write) FTP access to the root directory of website. Vastseo shall make a copy of client's website prior to uploading of the optimized pages for archival and disaster recovery purposes.
4.3 Search engine submission
A verification report will be sent to client after optimized pages have been completed. Client's website will then be submitted manually to major search engines, as well as, minor search engines and directories.
Vastseo optimization service does not include paid submission fees that some engines charge for inclusion. Client hereby agrees that website is submitted to the major engines and free directories as part of optimization process.
4.4 Visibility report
Vastseo shall send a monthly visibility of report from the day their website is submitted to the Search Engines. Report generated shall include the current and updated positioning of the keywords being optimized among the four (4) major Search Engines: Google, Yahoo, AOL Search, MSN Search.
The priming period of twelve to sixteen (12-16) weeks allows the Search Engines and directories enough time to analyze and index our submissions. We will send you a detailed visibility report to verify the 'real' overall daily performance from each high-ranking keyword phrase in each Search Engines. This report will be the basis if minimum guarantee has been met.
Completion of optimization lasts until contract between client and Vastseo expires, and/or any of the parties mentioned pre-terminate the agreement for valid reasons.
ARTICLE 5 - PAYMENT and GUARANTEE TERMS
5.1 Set-up and One-time Fees. Client agrees to pay Vastseo the set-up fee. Client further agrees to pay the optimization fee amounting to the package price and payment term chosen during which such services are provided.
If client wishes to upgrade the optimization service, monthly service fees shall be prorated.
Client agrees to provide Vastseo with current billing and contact information and authorize Vastseo to bill all account and related charges to the credit card on file. All rates and prices quoted by Vastseo are in US Dollars. All charges will appear on client's credit card statement.
5.2 Late Payments. Should client fail to pay any fees on the date due for payments, Vastseo shall have the right to make use of any or all of the following:
a.) assess and collect charges for the delay in an amount constituting five percent (5%) per month of which amount shall not exceed the ceiling provided by law, when available
b.) suspend or terminate any access to any or all of the services of Vastseo,
c.) terminate the herein Agreement without incurring any liability whatsoever arising from the discontinuance of services due to late payments.
5.3 Continuous Payment. The suspension or termination of Vastseo services, or of the Agreement, shall not absolve the client from paying any outstanding fees, interests and penalties. Client shall be responsible for any costs for the collection of such fees. Costs herein contemplated shall include, among other expenses rightfully due to Vastseo, attorney's fees, expenses of litigation, and payment of damages.
5.4 Refunds and guarantees. All set-up fees are non-refundable. All payments for monthly installments will be returned if we do not meet our guarantee with the contract period.
5.4.1 Guarantee voidance
The usual time for the search engine to index your website from the time of submission is 12-16 weeks.
In the event that the minimum guarantee has not been met or none of the optimized pages have been indexed within this time period, Vastseo will continue to optimize client's website for twice the number of keywords free of charge for the next 5 months.
Search engine's indexing time is completely out of Vastseo's control. Search engines algorithms are constantly changing. However, with ethical optimization methods, Vastseo is positive that your website will achieve relevant search engine rankings in the major 20 search engines aforementioned.
126.96.36.199 Vastseo guarantees top 20 positioning among the four (4) major Search Engines aforementioned within 12-16 weeks. Search engines included are Google, Yahoo, AOL Search, MSN Search.
The minimum number of listings guaranteed is the same as packaged availed. For applicable search engine optimization packages, this guarantee is valid only for keyword phrases approved by the client and analyzed SEO specialists.
188.8.131.52 Vastseo does not guarantee improvement in client's sales or relevant website traffic. Such will still depend on the demand for client's product or service, design and layout of the site, and many other factors beyond the control of Vastseo. Guarantee provided in this Agreement is based on the SEO provider's efforts to deliver top search engine rankings and on the cooperation of the client.
184.108.40.206 Optimization services are provided on a best-efforts basis due to the dynamic and unpredictable nature of the World Wide Web. In no event, shall Vastseo be held liable for any consequential, indirect, incidental, punitive, or special damages including, without limitation, damages for loss of business profits, business interruption, or loss of business information arising out of this Agreement or out of the actions of third parties in connection with this Agreement, even if client has been advised of the possibility of such damages.
220.127.116.11 Any website downtime of one day or more voids the guarantee because search engines will remove client's listing if site cannot be visited.
18.104.22.168 Duplicating the optimized pages after they have been uploaded will void the guarantee. Search engines ban and penalize websites for such practice.
22.214.171.124 Transferring of the optimized pages to another domain will void the guaranteed because optimization work was made for the original domain.
126.96.36.199 Client's selection of keyword phrases that are too competitive may void the guarantee.
188.8.131.52 Redirecting the optimized domain to another one will void the guarantee because search engines regard using 301 redirect as spam.
184.108.40.206 Client shall not remove the link to sitemap, sitemap, and optimized pages. Doing so will also void the guarantee because if these pages are not viewable, website pages will not be crawled by the search engine spiders.
Should the client accidentally remove the link to sitemap, sitemap, and optimized pages, Vastseo will add the link to sitemap, and/or reupload the sitemap and optimized pages, provided FTP is still accessible. If given FTP is no longer accessible, Vastseo will inform the client via e-mail of such incident. Failure on the part of client to add the said link or reupload the optimized pages will void the guarantee.
ARTICLE 6 - CLIENT OBLIGATIONS
6.1 Preferred Keywords
Client shall take full responsibility for the keywords used and optimized in the website. Client acknowledges to follow the guidelines set by Vastseo in choosing the keywords. Should client insist to use own keywords, further approval must be obtained from the Vastseo to ensure that keywords are not too competitive and can achieve successful search engine rankings.
6.2 Optimized Content
Client hereby agrees that the thoroughly reviewed and approved text content made by the Vastseo SEO specialists are still the property of the optimization provider. Client, however, shall take full responsibility, legally or otherwise, for all content included in the optimized pages and the meta tags.
6.3 Website Layout
Client shall approve the optimized pages prior to uploading to the website. Client shall also send a written approval stating that the pages created by Vastseo can be uploaded as part of the optimization process.
6.4 Content Additions
Client shall pay Vastseo additional compensation of US$100 per hour for any additional content, text, images, and web pages, outside the bounds of terms exceeding the scope of the optimization package and processes.
Client modifications, updates, and alterations after the completion of the optimization process and the written approvals and e-mail have reached Vastseo, Client shall be charged US$100 per hour. For any significant changes to website, client must notify Vastseo before work commences.
Client also agrees to inform Vastseo that if there are changes to the web pages, especially the home page. As the entrance to client's site, this page is critical. Client shall let Vastseo know by email/phone call of any substantial edits or changes to the website within 3 business days. Guarantee is void if our work is altered without our knowledge.
6.6 FTP Access
Client shall agree to grant full File Transfer Protocol (FTP) access to Vastseo during the guarantee period. This website access allows the SEO service provider ability and access to optimize client's website and to make any alterations to the site whenever necessary under circumstances.
Efforts are being made by Vastseo to check if the link to sitemap, sitemap, optimized pages are intact, as well as your website's uptime. Should we find that any of the mentioned factors are missing, Vastseo shall do the necessary solution as long as there is Full FTP access.
If FTP is no longer accessible, client shall give the new access information and/or follow the instructions sent by Vastseo. Failure of the client to do the necessary solutions 3 days after the e-mail has been sent voids the guarantee.
6.7 Uptime and downtime
Client shall ensure 100% uptime of the website. Otherwise, client shall notify Vastseo of the downtime incident. Downtime of more than 24 hours voids the guarantee.
If optimized website is hosted by Vastseo, client shall be notified of possible downtimes and server maintenance schedules.
ARTICLE 7 - PROJECT DELIVERY
7.1 Completed Delivery
Optimization Services rendered by Vastseo shall be considered completed upon delivery of the completion notification email.
Client shall provide Vastseo, within seven (7) days and thru means supplied by the latter, feedback or notice on approval of keyword phrase list, sitemap, and the optimized pages. If notice or feedback is received, the project shall be deemed accepted and satisfactory to the Client, and Vastseo shall not be held liable or accountable for any additional costs required by the nature of the project.
ARTICLE 8 - LIMITED WARRANTIES
8.1 Customer Warranty
Client represents and warrants to Vastseo that:
a) Client has the legal personality or authority, as the case may be, to enter into an Agreement with Vastseo and perform its obligations under this Agreement;
b) Client shall use Vastseo's 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 client shall 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 client shall receive advise or notice of any claim with regard the project or Vastseo, Client shall promptly provide Vastseo with a written notice of such claim.
f) Client agrees to inform Vastseo via email within three (3) days of any changes, alterations or modifications to the homepage or the project in general.
8.2 Vastseo Warranty
Vastseo warrants that:
a) Vastseo has the legal personality and authority to enter into this Agreement and perform its obligations under this Agreement; and,
b) Vastseo will perform the services required under this Agreement.
ARTICLE 9 - RECORDS & DOCUMENTS
9.1 Archive. Vastseo is not responsible for the custody, archiving, safe keeping, as well as of returning or sending to Clients, of documents, graphic work, physical goods or web pages created for clients and/or sent to Vastseo in any manner or form.
ARTICLE 10 - CANCELLATION
10.1 Cancellation Fee. A 25% fee of the total project cost is charged to the client for any cancellations made to answer for costs of set-up requirements and billing in relation with the optimization services where the project billed has not been completed.
Payments previously paid are already non-refundable even if project has not been completed prior to cancellation.
To Cancel, Client is expected to fax a cancellation notice at (213) 596-5756 or send an email to sales@Vastseo.
ARTICLE 11 - MISCELLANEOUS
11.1 Taxes. Client will pay, or when necessary, reimburse Vastseo for taxes and duties imposed upon and by reason of the performance of Vastseo of its services, on all sales, use, transfer, privilege, whether international, national, state or local, except income taxes or gross receipts taxes which may be levied against Vastseo.
11.2 Non-Exclusivity. The parties acknowledge and agree that Vastseo is providing access to and use of its non-exclusive and non-transferable services to multiple clients.
11.3 Support. Vastseo agrees to provide live technical support during normal business hours (Monday-Friday, 9:00AM-6:00PM EST). However, our customer support/service is 24/7.
11.4 Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, the parts deemed unenforceable shall not affect the validity of the others, unless Vastseo, in good faith, deems the unenforceable provision to be essential, in which case Vastseo will have the right to terminate this Agreement.
11.5 Notices. Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: a) upon delivery if delivered in person; b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; c) upon transmission if sent via telecopier, with a confirmation copy sent via overnight mail; d) one (1) business day after deposit with a national overnight courier; e) upon transmission if sent via e-mail with a telecopy sent the same day, in each case addressed, in the case of Client, the address listed in Vastseo's records, or in the case of Vastseo, at 15500 Erwin Street Suite 290 Van Nuys, CA 91411.
11.6 Assignment. Client will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without Vastseo's prior written consent, which consent may be withheld, delayed or conditioned in Vastseo's discretion. Vastseo shall have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to Client.
11.7 Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.
11.8 Waiver. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of Vastseo. The parties expressly disclaim the right to claim the enforceability or effectiveness of: a) any amendments to this Agreement that are not executed by an authorized representative of Vastseo and Client; b) any oral modifications to this Agreement; and c) any other amendments that are based on course of dealing, waiver, reliance or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.
11.9 Governing Law & Dispute Resolution with Third Party Licensors. This Agreement shall be interpreted and construed in accordance with the laws of the State of California without regard to conflict of law principles. The parties agree that all disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Van Nuys, California.
11.10 Non-solicitation. Client agrees that during the term of this Agreement and for a period of twelve (12) months after the expiration and non-renewal or termination of this Agreement, Client shall not solicit or attempt to solicit any employee or consultant of Vastseo. Client further agrees that a violation hereof shall entitle Vastseo to claim the amount of $100,000.00 as liquidated damages.
11.11 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.
11.12 Modification of Terms. Vastseo reserves the right to modify this Agreement at any time and without advance notice, effective upon making the modified provisions available on the Vastseo Website. You are responsible for regularly reviewing these documents. Continued use of Services after any such changes shall constitute your consent to such changes. Vastseo does not and will not assume any obligation to notify you of any changes to this Service Agreement.
ARTICLE 12 - COPYRIGHTS AND TRADEMARKS
12.1 Vastseo will use content approved by you to complete your Website. Any such images and text shall remain your property. You represent to Vastseo and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Vastseo are owned by you, or that you have permission from the rightful owner to use each element(s), and will hold harmless, protect and defend Vastseo from any claim or suit arising from their use.
ARTICLE 13 - DISCLAIMER
DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE Vastseo SERVICE PROVIDED IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Vastseo EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE Vastseo SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY Vastseo, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL Vastseo, OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE Vastseo SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE Vastseo SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO Vastseo RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT Vastseo IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM Vastseo AND ITS AFFILIATES. UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, NOR SHALL Vastseo'S LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO Vastseo DURING THE THREE (3) MONTH PERIOD PRIOR TO WHEN THE ACTION AROSE. THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.
ARTICLE 14 - INDEMNIFICATION
14.1 Client agrees to defend, indemnify and hold harmless Vastseo against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to reasonable attorneys' fees) or claims caused by or resulting indirectly from your use of the Service, without limitation or exception, including your violation of any third-party's rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with Vastseo.
14.2 By completing our online sign up form, or confirming an order by phone, and giving us your credit card information, it indicates that you have read and understood the Vastseo Service Agreement and thus is bound by the terms and conditions stated herein. All transactions entered to us using your credit card are binding. The undersigned agrees to the terms and conditions contained in this Service Agreement. The undersigned also states that he or she is empowered to enter into this agreement on behalf of the organization or business.
ARTICLE 15 - LIMITATION OF LIABILITY
Vastseo SERVICES' LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY CLIENT TO Vastseo THROUGH THE DATE Vastseo SERVICES' LIABILITY TO CLIENT ACCRUES. IN NO EVENT SHALL Vastseo BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.
ARTICLE 16 - CONFIDENTIAL INFORMATION
16.1 "Confidential Information", as contemplated in this Agreement, shall include the terms of this Agreement, any services provided by Vastseo, the prices and fees charged under this Agreement, any other materials marked confidential by Client or Vastseo and any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance.
16.2 Each party acknowledges and agrees that:
a) the Confidential Information constitutes valuable trade secrets of the party owning such Confidential Information;
b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and
c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party's prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party's Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care.
16.3 Confidential Information will not include information that is:
a) publicly available;
b) already in the other party's possession and not subject to a confidentiality obligation;
c) obtained by the other party from any source without any obligation of confidentiality;
d) independently developed by the other party without reference to the disclosing party's Confidential Information; or
i) required to be disclosed by order of a court or other governmental entity; provided no less than ten (10) days written notice is given to the party owning such Confidential Information so that such party may obtain a protective order or other equitable relief.
ARTICLE 17 - TERMINATION & BREACH OF CONTRACT
17.1 Termination by Vastseo. Vastseo shall have the right, upon written notice to Client, to terminate this Agreement, sue and/or make client liable for breach, if:
a) Client fails to comply with its payment obligations under this Agreement;
b) Client materially breaches any term or condition this Agreement;
c) Client terminates or suspends its business activities, becomes insolvent, or becomes subject to any bankruptcy or insolvency proceeding, or assigns the project to creditors, or becomes subject to direct control of a trustee, receiver or similar authority.
d) Client infringes or duplicates the website subject of this Agreement, while having an outstanding balance, within one year from effectivity date of this Agreement.
17.2 Termination by Client. Client shall have the right, upon written notice to Vastseo, to terminate this Agreement if Vastseo is in material breach of this Agreement and it fails to remedy such material breach within thirty (30) calendar days of its receipt of such written notice.
17.3 Survival. Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated.
17.4 Abandonment of Project. A project manager will be working with the client in every phase to assure that requests are processed. However, if any response or approval is not received from the client for more than 30 days, the project will be considered abandoned and payment will be surrendered in full.