Definitions
Capitalized terms used not but defined below shall have the meanings set forth in the MSA (hereinafter defined).
“Approved Open-Source Components” means Open-Source Components that Client has approved to be included in or used in connection with any software developed or provided pursuant to a Master Services Agreement entered into between Client and Service Provider (“MSA“) and as are specifically identified in any SOW.
“Approved Third-Party Materials” means the Third-Party Materials that Client has approved to be included in or for use in connection with any software developed or provided pursuant to the MSA and as are specifically identified in any SOW.
“Background Technology” means all software, data, know-how, ideas, methodologies, specifications, and other technology in which Service Provider owns intellectual property rights therein (including all patents, copyrights, trademarks, service marks and other intellectual property rights) identified as background technology in any SOW or were or are developed or otherwise acquired by Service Provider prior to the Effective Date or the date of Client’s request for Services with respect to any SOW.
“Client Data” means any data, including the selection, arrangement and organization of the data, supplied to the Service Provider by the Client, including information relating to users of Client’s services.
“Confidential Information” means all non-public proprietary or confidential information of disclosing Party in oral, visual, written, electronic or other tangible or intangible form, 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 ten (10) days thereafter, is summarized in writing and confirmed as confidential, and all notes, analyses, summaries and other materials prepared by recipient or that contain, are based on or otherwise reflect, to any degree, any of the foregoing; 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 recipient’s or its representatives’ material breach of the MSA; (b) is obtained by recipient or its representatives on a non-confidential basis from a third-party that, to recipient’s knowledge, was not legally or contractually restricted from disclosing such information; (c) was in recipient’s or its representatives’ possession prior to disclosing Party’s disclosure pursuant to the MSA; or (d) was or is independently developed by recipient or its representatives without using any Confidential Information.
“Deliverables” means all documents, work product, and other materials that the Service Provider creates for Client in the course of performing the Services (as defined below).
“Documentation” means the user manuals, operator instructions or similar materials provided by Service Provider in conjunction with Services or Deliverables.
“IP Rights” means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases, (d) trade secrets, know-how, and other Confidential Information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Open-Source Components” means any software component that is subject to any open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.
“PII” means information relating to an identified or identifiable natural person that the Client provides to the Service Provider, or that Service Provider otherwise acquires from or on behalf of the Client.
“Project” means the project as described in a SOW.
“SEO” means search engine optimization.
“Services” means those services the Service Provider has agreed to perform for the Client under the MSA, as described in the MSA and the SOWs.
“Set-Up Fee” means the initial fee paid by Client under the MSA. The Set-Up Fee covers optimization implementation Service Provider conducts on Client’s website as well as preliminary research. Client is solely responsible for all applicable federal, state and local taxes associated with the SEO services provided under the MSA. In exchange for the Fees and Client’s compliance with the terms and conditions of the MSA, Service Provider will provide the SEO services as well as a limited subscription to its Reporting Platform throughout the Term that begins on the Effective Date. The Set-Up Fee covers landing page optimization implementation conducted on Client’s website.
“SOW” means a statement of work that is made a part of the MSA by specific reference to the MSA.
“Third-Party Materials” means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, content, and technology, in any form or media, in which any person other than Client or Service Provider owns any intellectual property rights, but specifically excluding Open-Source Components.
Search Engine Optimization/Link Building Definitions
“Google My Business & Bing Local Management” means the auditing, configuration, and/or setup of the business profile listings on the Google and Bing platforms.
“Google My Business Posts” means announcements or promotional offers to be shared with the public, presented within the Google My Business listing.
“Linkable Asset Development” means the creation of a piece of content or infographic that is to live on the Client’s website, to be used to offer valuable information that other websites might want to link to. The Client will be limited to a maximum of three (3) revisions.
“Link Building Outreach” means researching websites that have relevant content and contacting them with the purpose of requesting a link to be placed within their webpage.
“Local Listing Management” means a premium syndication of the business’s name, address, and phone number data across a network of online directories.
“On-Page Strategy ” means Text and HTML source code changes done with the intent of improving the positioning of a page for targeted keywords within the search engines.
“SEO Content Brief” means a general outline of proposed content changes on a specific webpage. In the instances where a webpage did not previously exist, an
outline of the proposed content for a new webpage will be presented.
“SEO Content Development and/or Revisions” means text that is written to be placed on a webpage with the intent of improving the positioning of a page for targeted keywords within the search engines. The amount of text that is written can vary and is based on the Service Provider’s proprietary methods of optimization. The number of pages that are written and/or revised is based on the Client goals focused on the homepage and product/service pages.
Commonly Shared Definitions
“Ad Spend” means the cost of advertising on a specific advertising platform, excluding the costs of Service Provider’s management fee. The Client must have a credit card on file with the advertising platform and will be billed directly for those charges.
“Call Tracking” means code that is placed on the Client’s website that dynamically switches out the phone number to a unique tracking number, for the purpose of determining the referring marketing source of a specific call. This is an optional feature that can assist in fully evaluating the performance for a campaign.
“Web Form/Goal Conversion Tracking” means the auditing, configuration, and/or setup of Google Analytics to track certain user actions as agreed upon by Client and Service Provider.
Paid Search Definitions
“Audience Targeting- Local” means the campaign can target an audience around a 50-mile radius around a single location provided by Client.
“Audience Targeting – National” means the campaign can target up to a nationwide audience.
“Bing Ads Management” means the setup, optimization, and on-going management of keyword targeted search campaigns across the Bing search network. This service is optional and will not be implemented unless agreed upon by Client and Service
Provider as a viable method for achieving the goals set forth by Client. Client shall provide Service Provider with access to any existing accounts.
“Google AdWords Management” means the setup, optimization, and on-going management of keyword targeted search campaigns across the Google search network. Client shall provide Service Provider with access to any existing accounts.
“Google Display Management” means the setup, optimization, and on-going management of graphical and/or textual ads across the Google network of display partners. This service is optional and will not be implemented unless agreed upon by Client and Service Provider as a viable method for achieving the goals set forth by Client. Client shall provide Service Provider with access to any existing accounts.
“Google Local Service Ads Management” means the setup, optimization, monitoring, and verification assistance of local services ads within the Google search network for keywords that serve those ad types. Client shall provide Service Provider with access to any existing accounts.
“Google Shopping Management” means the setup, optimization, and on-going management of keyword targeted shopping campaigns across the Google shopping network. Client shall provide Service Provider with access to any existing accounts as well as access to any product feeds through their e-commerce platform.
Social Media Advertising Definitions
“Ad Campaign Refresh” means the creation of new ads to keep the campaign from going stale, to maximize performance.
“Facebook & Instagram Ads Management” means the setup, optimization, and on-going management of targeted social advertising campaigns across the Facebook network. Client shall provide Service Provider with access to any existing accounts.
“Linkedin Ads Management” means the setup, optimization, and on-going management of targeted social advertising campaigns across the Linkedin network. Client shall provide Service Provider with access to any existing accounts.
“Twitter Ads Management” means the setup, optimization, and on-going management of targeted social advertising campaigns across the Twitter network. Client shall provide Service Provider with access to any existing accounts.
Social Media Management Definitions
“Boosted Posts” means an organic post that is advertised on a social network to increase its audience reach. Client must have a credit card on file with the social platform and will be billed directly for those charges.
“Custom Images” means photos provided by the Client and/or stock photography that is edited to meet the posting guidelines of each social media platform.
“Editorial Content Calendar” means a calendar presented to the Client of the proposed dates for each organic post.
“Facebook Profile Management” means the setup and on-going management of unpaid organic posts across the Facebook social platform. Client shall provide Service Provider with access to existing accounts.
“Instagram Profile Management” means the setup and on-going management of unpaid organic posts across the Instagram social platform. Client shall provide Service Provider with access to existing accounts.
“LinkedIn Profile Management” means the setup and on-going management of unpaid organic posts across the LinkedIn social platform. Client shall provide Service Provider with access to existing accounts.
“Organic Posts” means content written and posted on a social media platform for the purpose of achieving the Client’s goals, conforming to the guidelines of each social media platform.
“Twitter Profile Management” means the setup and on-going management of unpaid organic posts across the Twitter social platform. Client shall provide Service Provider with access to existing accounts.
