Search Engine Optimisation Services Agreement

This Search Engine Optimisation Services Agreement together with any related invoice (the “Invoice”) that expressly incorporates these terms and conditions by reference (collectively, the “Agreement”) is made effective upon the latest date of signature by the Parties hereto (the “Effective Date“), is entered into by and between:

PurpleCow Digital Marketing, a Business under the laws of the province of Qld, Australia, having its registered address at: ______________________________ (“SEO Agency“)

-and-

[CLIENT NAME], [For Individuals: an individual whose address is:_______________] or [For Entities: a corporation incorporated under the laws of ____________ having its registered address at: _______________________(“Client“).

SEO Agency and Client shall be referred to collectively as the “Parties” and individually as a “Party.”  

____________________________________________________________________________

1. Services.

1. Services. SEO Agency shall provide Client search engine optimisation (“SEO”) and/or website design services (the “Services“). SEO Agency shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement.
2. Monthly Reporting and Consultation. As part of the SEO Services, SEO Agency shall provide monthly SEO reports covering ranking, competitive metrics, and business metrics. Additionally, SEO Agency shall aim to proactively identify opportunities and initiatives, provide gap analysis, and interpret SEO data at monthly review meetings. SEO Agency shall also be available for ad hoc consulting services, with the scope and pricing or rates to be determined and agreed by the Parties in writing and shall be included in any corresponding Invoice. All work shall be scoped and invoiced for Client’s prior written approval before proceeding with any ad hoc consulting services.

1. Services Guarantee
   1. Guarantee Period. SEO Agency guarantees that after a 90 day campaign (“Guarantee Period“), if the Services provided under this Agreement do not yield a positive return on investment, defined as 45 qualified quotes, Client shall have the right to request the SEO Agency to work for free Services until this quota is met. (“Services Guarantee”). All such requests must be submitted prior to the expiry date, which is defined as the final day of the twelve (6) month campaign. Failure to submit this refund request by the final day results in the guarantee being null and void.
   2. Conditions of Services Guarantee. The Services Guarantee is contingent upon the following conditions, and SEO Agency reserves the right to nullify the Services Guarantee should any of these conditions not be met  during the Guarantee Period: 

1. Client must maintain uninterrupted payment for the Services for the entire Guarantee Period;
2. Client must fulfil payment of the monthly invoice for the Services by the due date, consistently throughout the Guarantee Period;
3. Upon SEO Agency’s request, Client must provide all necessary information required to perform the Services within four (1) week of the request. This may include, but is not limited to, attending all scheduled meetings, providing brand information, company history, media such as images or videos, and information about past projects; or
4. If the Parties have agreed to a website rebuild or initial build, Client must ensure that the build/rebuild process is completed, and the website is live and free of issues within four (4) weeks of the first Invoice being processed. This includes ensuring the necessary arrangements for hosting, logo, and domain name purchases, and providing a significant portion of usable images for the website, including in-focus, relevant photos that the SEO Agency has the rights to use on the website.
5. SEO Agency strives to ensure any website build is live and online within the first Invoice billing period. Client agrees that the Guarantee Period for the service will not be extended if the Client is unable to provide the SEO Agency with all required account access and content. If the SEO Agency is responsible for any delay, the Guarantee Period will extended by the SEO Agency accordingly. 

1. Circumstances Voiding Services Guarantee. SEO Agency reserves the right to void this Services Guarantee if it determines that a lack of results was caused due to factors outside of its control, including, but not limited to, circumstances attributable to the Client such as failure to remedy website hacking attempts or website hosting issues that cause the website to load slowly or experience unexpected downtime, despite SEO Agency’s recommendations to address these issues.
2. Exclusivity of Services Guarantee. This Services Guarantee is separate from the Limited Warranty set out in Section 10. The rights under this guarantee apply exclusively to situations where the Services do not yield the promised return on investment or stipulated results under the conditions described in this Section 2, and do not apply to other potential breaches of warranties as described in Section 10.

1. Fees and Expenses.
   1. Fees. For the Services to be performed hereunder, Client shall pay to SEO Agency the fees outlined in the related Invoice (the “Fee“) by the due date of SEO Agency’s invoice. Unless otherwise specified in the Invoice, the Fees do not include tax or expenses, including search engine media fees.
   2. Expenses. Client shall reimburse SEO Agency for all out-of-pocket expenses incurred by SEO Agency in connection with the performance of the Services, within fifteen (15) days of receipt by the Client of an invoice from SEO Agency accompanied by receipts and reasonable supporting documentation. For clarity, any expenses, including search engine media fees, exceeding one thousand Australian dollars ($1,000 AUD) within a single billing period must receive Client’s prior written approval. Expenses incurred without such approval will not be subject to reimbursement by the Client.
   3. Interest on Late Payments. Except for invoiced payments that the Client has successfully disputed, all late payments shall bear interest at the lesser of the rate of sixty (60%) percent per annum or the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse SEO Agency for all reasonable costs incurred in collecting any late payments, including, without limitation, legal fees.
   4. Suspension. In addition to all other remedies available under this Agreement or at law (which SEO Agency does not waive by the exercise of any rights hereunder), SEO Agency shall be entitled to suspend the provision of any Services if Client fails to pay any Fees when due hereunder and such failure continues for seven (7) days following written notice thereof.
2. Intellectual Property. 
   1. Intellectual Property Ownership. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights“) in and to all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of SEO Agency in the course of performing the Services (collectively, the “Agency Deliverables“) shall be owned exclusively by SEO Agency. 

Notwithstanding the foregoing, all Intellectual Property Rights in and to all written content, including but not limited to articles, blog posts, web content, reports, and other forms of written communication (collectively, the “Written Content“), and the WordPress files and database (collectively, the “WordPress Assets“), prepared by the SEO Agency in the course of providing the Services, shall, upon delivery and/or publishing, become the exclusive property of the Client. SEO Agency retains the right to use this Written Content, WordPress Assets, Website Design and Website Development, without limitation, for its own promotional and operational  purposes, and for the collection of media write-ups and content library creation.

1. License to Client Materials. Client retains all Intellectual Property Rights in and to the materials, content, data, logos, and other files provided by Client to SEO Agency for the purpose of performing the Services (collectively, the “Client Materials“). Client hereby grants SEO Agency a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free license to use, reproduce, modify, display, and distribute the Client Materials as necessary for the provision of Services under this Agreement.
2. License to Agency Deliverables. SEO Agency hereby grants Client a license to use all Intellectual Property Rights in the Agency Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis, solely to the extent necessary to enable Client to make reasonable use of the Agency Deliverables and the Services, subject to advance notice given by the Client and the express written consent of the SEO Agency to such reasonable use.

1. Confidentiality
   1. Confidential Information. From time to time during the Term of this Agreement, either party (as the “Disclosing Party“) may disclose or make available to the other party (as the “Receiving Party“), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within three (3) days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information“); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 4; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. 
   2. Confidentiality Obligations. The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 4 only, “Receiving Party’s Group” shall mean the Receiving Party’s affiliates and its employees, officers, directors, shareholders, partners, agents, independent contractors, SEO Agency’s sublicensees, SEO Agency’s subcontractors, lawyers, accountants, and financial advisors.
   3. Compelled Disclosure. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at disclosing Party’s sole cost and expense, a protective order or other remedy. If the compelled disclosure involves personal information protected under PIPEDA, the receiving Party must also comply with any applicable requirements under PIPEDA.
   4. Injunctive Relief. Each Party acknowledges and agrees that in the event of a breach or threatened breach by a Party of its confidentiality obligations under this Agreement, the non-breaching Party may suffer irreparable harm and shall therefore be entitled to injunctive relief to enforce these obligations. The breaching Party agrees that the non-breaching Party may seek, in addition to any other available remedies, any applicable equitable relief, including injunctive relief and specific performance, without proof of actual damages. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available under this Agreement or at law or in equity.
   5. Return and Destruction. Upon termination or earlier expiration of this Agreement, each Party shall promptly return to the other Party or destroy all of the Confidential Information in its and its representatives’ possession and, at the Disclosing Party’s written request, certify in writing that the Confidential Information has been returned or destroyed. Notwithstanding the foregoing, each Party may retain additional copies of, or computer records or files containing, the Confidential Information of the other Party that has been created by that Party’s electronic archiving and back-up procedures, to the extent created and retained in a manner consistent with the receiving Party’s standard procedures.
2. Data Monitoring 
   1. General Practice. SEO Agency employs various data monitoring practices to assess and improve the performance of Services provided to the Client. These practices include but are not limited to:

1. Call Tracking & Reporting. SEO Agency utilizes call tracking technology to measure the performance of the Client’s website. This technology records phone calls originating from the Client’s website and, as per the specific terms of this Agreement, other marketing channels.

    

2. Zoom Meeting Recordings. To ensure quality control, SEO Agency reserves the right to record all Zoom video calls conducted for end-of-month reporting. These recordings serve as reference material for training purposes and aid in maintaining service standards.

    

3. User Interaction Tracking. To optimize user experience and identify conversion opportunities, SEO Agency may implement user interaction tracking technology on your website. This technology captures and analyzes actions such as scrolling, clicking, and mouse movements to understand user behavior on Client’s website. All such tracking is performed in adherence to applicable privacy laws and regulations.

    

1. Client’s Regulatory Responsibilities. As regulatory requirements may vary across jurisdictions, the Client is responsible for informing SEO Agency of any specific laws or regulations applicable to their operations. This specifically pertains to laws related to call recording, call tracking, and contact form submissions. SEO Agency relies on the Client’s disclosure of these laws to ensure ongoing regulatory compliance in its provision of services.

1. Term.
   1. Term. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services unless sooner terminated pursuant to Section 8 (the “Term“).
2. Termination. 
   1. Termination for Convenience. Either Party may terminate this Agreement, by providing thirty (30) days written notice to the other Party.
   2. Termination for Breach. Either Party may terminate this agreement effective upon written notice to the other party (the “Defaulting Party“), if the Defaulting Party: (a) breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, liquidator or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 
   3. Termination for Failure to Pay. Notwithstanding anything to the contrary in this section, if the failure to pay any Fees persists for an additional seven (7) days following the suspension of Services as stated in Section 2.5 herein, (for a total of fourteen (14) days after the initial notice), SEO Agency may terminate this Agreement, effective immediately upon written notice to Client.
3. Independent Contractor.
   1. Independent Contractor Status. The details of the method and manner for performance of the Services by SEO Agency shall be under its own control, Client being interested only in the results thereof. The SEO Agency shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Client the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. SEO Agency is for all purposes hereunder an independent contractor and in no event will SEO Agency be considered an agent or employee of Client or any of its subsidiaries or affiliates for any purpose. 
4. Non-Exclusivity and Non-Solicitation
   1. Non-Exclusivity. ​​Client acknowledges and agrees that this Agreement does not constitute an exclusive arrangement between the parties. SEO Agency retains the right, and is at liberty, to provide similar SEO and website design services to other entities, irrespective of their market or business, including entities that may be deemed as competitors of the Client. We do offer exclusivity to a location to selected clients. The client will be supplied with the exclusivity geographical location as part of the marketing offer.
   2. Non-Solicitation. During the term of this Agreement and for a period of twelve (12) months following its termination or earlier expiration, Client agrees not to solicit, directly or indirectly, the employment or services of any employee, contractor, or other personnel of SEO Agency who were involved in providing the Services without the prior written consent of SEO Agency. 

1. Limited Warranty.
   1. Limited Warranty of Services. SEO Agency warrants that it shall perform the Services (a) using personnel of commercially reasonable skill, experience, and qualifications; and (b) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
   2. Scope of Limited Warranty. This limited warranty pertains only to the standard of services provided by SEO Agency. It does not extend to cover the actual results or return on investment from the Services, which is addressed separately in the Services Guarantee (Section 2).
   3. Disclaimer of Additional Warranties. SEO AGENCY (a) MAKES NO WARRANTIES EXCEPT FOR THOSE SET OUT ABOVE; AND (b) DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREE AND CLEAR TITLE. 
   4. Remedy for Breach of Limited Warranty. SEO Agency’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of the limited warranty set out in this Section shall be for SEO Agency to use commercially reasonable efforts to cure any such breach. If SEO Agency cannot cure the breach in compliance with the warranty set forth above within a reasonable time after Client’s written notice of such breach, Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 7. SEO Agency shall within thirty (30) days after the effective date of such termination, refund to Client a portion of the Fees previously paid by Client as of the date of termination corresponding to the defective Services.
2. Representations and Warranties
   1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: 

1. It has the power and authority to enter into and perform this Agreement;

1. This Agreement has been duly authorised and executed by, and constitutes a binding obligation upon it; 

1. Compliance with the terms of this Agreement does not and shall not conflict with, or constitute a default under any provision of (a) any agreement or instrument to which it is a party; and/or (b) its constitution; and/or (c) any encumbrance, lease, order, judgement, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which it is bound; 

1. No further consent, approval or authorisation of any government agency or other person is required by it for the entry into this Agreement; 

1. It is not subject to any government order, judgment decree, exclusion, sanction, or laws that would preclude the permitting or implementation of any of the provisions of this Agreement;  and,

1. There are no actions, suits, or proceedings (including environmental claims) pending or threatened against or materially affecting, or which could materially adversely affect its ability to participate in this Agreement.

• Client Representations and Warranties. The Client represents and warrants to SEO Agency that: 

1. it retains all Intellectual Property Rights in and to the Client Materials. Client further assures that it either owns these rights in full or has obtained all necessary rights, licenses, consents, and permissions to provide the Client Materials to SEO Agency for use in the Agency Deliverables. Additionally, Client warrants that SEO Agency’s use of such Client Materials in performing the Services, in accordance with the terms of this Agreement, will not infringe or violate the Intellectual Property Rights or any other rights of any third party.

    

1. Right to Refuse or Cease Services. 
   1. Notwithstanding any provision to the contrary in this Agreement, and in addition to all other remedies available under this Agreement or at law (which SEO Agency does not waive by the exercise of any rights hereunder), SEO Agency reserves the right to refuse commencement of, or to cease providing, the Services at any time if SEO Agency reasonably believes that the Client Materials provided by the Client for the purposes of the Services, regardless of whether such Client Content was represented and warranted by the Client to be lawfully obtained or non-infringing, are in fact not lawfully obtained, lack the necessary permissions, or otherwise infringe upon the rights of a third party. In such cases, SEO Agency will promptly inform the Client of the reasons for refusal or cessation of Services. Any Fees already paid by the Client for Services not yet performed will be refunded.

1. Indemnification
   1. Client shall indemnify, defend, and hold harmless SEO Agency, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees that are incurred by SEO Agency (collectively, “Losses“), arising out of or related to (i) any third party claim alleging that SEO Agency’s use of the Client Materials in accordance with the terms of this Agreement infringes or misappropriates such third party’s Intellectual Property Rights; (ii) any breach of any representation, warranty, or obligation of Client set forth in this Agreement; (iii) any failure or alleged failure of Client to comply with any applicable laws, regulations, or codes in the conduct of its business; or (iv) any unauthorized disclosure or breach of Confidential Information  under this Agreement.
2. Limitation of Liability. 
   1. IN NO EVENT SHALL SEO AGENCY BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SEO AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SEO AGENCY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SEO AGENCY PURSUANT TO THIS AGREEMENT/ IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
3. General Provisions

1. Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the Province of Alberta and the federal laws of Australia applicable therein. Each Party hereto irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any matter arising under or relating to this Agreement. 

1. Entire Agreement. This Agreement, including and together with all Invoices, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

1. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner.

1. Severability/Enforceability. Any provision, or any portion thereof, of this Agreement that is held to be indefinite, invalid, illegal, or otherwise voidable or unenforceable shall be severed from this Agreement and the balance of this Agreement shall continue in full force and effect. 

1. No Waiver. No condoning or overlooking by either Party of any default or breach by the other Party in respect of any terms of this Agreement shall operate as a waiver of said Party’s rights under this Agreement in respect of any continuing or subsequent default or breach. No waiver shall be inferred from or implied by anything done or omitted by any Party, save only an express waiver in writing.  

1. No Prejudice. No exercise of a specific right or remedy by a Party precludes it from or prejudices it in exercising another right or pursuing another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity.

1. Legal Advice. Having carefully read this Agreement, the Parties acknowledge and understand its contents. Each Party confirms that it has been given the opportunity to seek independent legal advice from legal counsel of its own choosing with respect to the advisability of executing this Agreement.  

1. Amendments. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.

1. Counterparts. This Agreement may be executed in counterparts, by facsimile or other electronic form or the like, each of which shall be deemed to be an original and which together shall constitute one and the same Agreement.   

1. Headings and Divisions. The headings and divisions used in this Agreement are inserted for convenience and reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. 

1. Assignment and Delegation. Neither Party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void

1. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and assigns.

1. Notice. Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each a “Notice”) in writing and addressed to the other Party at its address set out below (or to any other address that the receiving Party may designate from time to time in accordance with this Section 15.13. 

In the case of a Notice to SEO Agency:

Attention:_____________________________________________
Address:______________________________________________

E-Mail:________________________________________________

In the case of a Notice to Client:

Attention:_____________________________________________
Address:______________________________________________

E-Mail:________________________________________________

Except as otherwise provided in this Agreement, a Notice is conclusively deemed to have been validly and effectively given:

1. If sent by personal delivery or by courier (all fees prepaid), on the date of receipt; 

1. If sent by email or facsimile (provided there is confirmation of transmission),  on the date of transmission if a business day or if not a business day or after 5:00 p.m. on the date of transmission, on the next following business day; or,

1. If sent by certified or registered mail by the Australia Post, return receipt requested, postage prepaid, on the day after the mailing thereof.

1. Survival. The provisions of this Agreement that, by their nature, are intended to survive termination or earlier expiration of this Agreement shall so survive such termination or earlier expiration.

1. No Public Announcements and Use of Campaign Data. Notwithstanding the provisions in this Agreement restricting public announcements, the Parties agree as follows:

(a) Use of Campaign Data. The Parties acknowledge and agree that any data, including but not limited to revenue generated from any campaign, may be used by the receiving Party in its marketing materials, case studies, sales calls, and presentations. The use of such data should not disclose confidential information or proprietary details of the providing Party’s business operations or strategic plans, unless expressly permitted under this Agreement, or the express written consent of the providing Party has been obtained.

(b) Public Announcements. Unless expressly permitted under this Agreement, the Parties shall not make any statement (whether oral or in writing) in any press release, external advertising, marketing, or promotion materials regarding the other Party unless:

1. it has received the express written consent of the other Party; or,
2. it is required to do so by Law.

In all cases, the receiving Party agrees to respect the providing Party’s rights to its brand and will not present the providing Party’s involvement in any way that may be considered misleading or damaging to its reputation. Any materials using the providing Party’s name or campaign data must be pre-approved by the providing Party in writing before being disseminated or used.

1. Force Majeure. In the event of an inability, failure, or default by either Party to perform under this Agreement by reason of any fire, explosion, war, riot, strike, walk-out, flood, shortage of water, power, labour, act of God or public enemy, any law, act or order of any court, board, government or other authority of competent jurisdiction, or any other direct cause (whether or not of the same character as the foregoing) beyond the reasonable control of the non-performing Party, then such Party shall not be liable to the other, or any third party, during the period and to the extent of such inability or failure. 

1. Further Assurance. Each of the Parties shall use commercially reasonable efforts to, from time to time at the request and sole expense of the other Party, furnish the other Party such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be reasonably necessary to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.

1. Dispute Resolution.  In the event that a dispute arises between the Parties regarding the terms of this Agreement and that such dispute cannot be resolved by good faith negotiation between the Parties, then the Parties acknowledge and agree that they shall use the services of a mediator(s) in Edmonton, Alberta, to attempt to resolve their differences. In the event that the mediation does not result in a settlement of the dispute, the dispute shall be finally resolved by arbitration in Queensland, Australia, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

    

[Signature Page Follows]

IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the Effective Day on behalf of: