Marketing TOS

Client acknowledges that search engines, large language models (LLMs), social media platforms, and advertising platforms frequently modify their algorithms, policies, ranking systems, and visibility rules.

D Koder Marketing has no control over these changes and shall not be held responsible for any loss of rankings, loss of visibility, reduction in impressions, reduced engagement, advertising policy restrictions, account suspensions, or traffic decreases resulting from platform changes.

Client further acknowledges that marketing performance may fluctuate due to factors outside the control of D Koder Marketing including but not limited to competitor actions, algorithm changes, policy updates, market conditions, or technology changes.

This Search Engine/Everywhere Optimization (SEO, Local SEO, YouTube SEO, SEM) Agreement is dated on Estimate and is between Client Name on Estimate (the “Client”), and D Koder Marketing/DKM (the “SEO Consultant”).

This Marketing TOS Agreement provides for the SEO Consultant’s development and execution of a search engine optimization and marketing strategy for the Client.

The parties agree as follows.

1. Definitions. 

Terms defined above have their assigned meanings and each of the following terms has the meaning assigned to it.

“Agreement” means this SEO Agreement.

“Calendar Day” means the usual Sunday through Saturday.

“Down Payment” has the meaning assigned to it in Section 3.3.

“Effective Date” means the date listed in the preamble of this Agreement.

"Keyword" means words typed into a search engine by potential consumers of the client's website and its related products and services.

“Website Content” means the words, graphics, video, or other immediately visible content when visiting a web page.

“Writing” means an e-mail or other written communication, such as attached documents, sent for the purpose of providing legal notice to either party.

"On-site" refers to work that is performed on the website. We have to sign in through the content management system to complete work.

"Off-site" refers to actions taken outside of your own website to impact your rankings within search engine results pages (SERPs).

"Local SEO" refers to Google My Business, Apple Business Connect and Bing Places

2. Hiring of the SEO Consultant/Company.

By signing the Agreement, the Client hires the SEO Consultant to provide search engine optimization (SEO) and marketing services.

3. Fees.

3.1. Monthly Billing Rate.

The SEO Consultant bills a monthly retainer fee as stated in the Estimate.

3.2. Project Estimate.

The SEO Consultant estimates that the total fee for providing SEO services to the Client is stated clearly on the Estimate and this number is per month. Additional costs will only be incurred upon prior written approval from the Client, and will be itemized in the invoice.

3.3. Invoices.

The SEO Consultant will bill in Monthly increments. Invoices shall include information relating to service

3.4. Payment.

The Client shall pay the SEO Consultant by Check or Credit Card. Payment must be received no later than 21 business days after the Client’s receipt of that month’s invoice.

3.5 Credit Card Fee.

If the client wishes to pay via credit card there will be an additional 3.5% transaction fee shown on the invoice.

4. SEO Consultant Services.

4.1. SEO Strategy; Selected Search Engines.

The SEO Consultant shall work with the Client to formulate an overall Search Engine Optimization strategy to improve the performance of the Client’s website, URL, for the Keywords selected in Section 4.2 in the following major search engines:

• Google
• Bing
• Duck Duck Go
• LLM's

4.2. Keyword Selection. The SEO Consultant and the Client have selected the following list of Keywords. The SEO Consultant may recommend additional Keywords to be added to the list.

4.3. Back Links. The SEO Consultant shall build a profile of back links to the Client’s website at URL. The SEO Consultant shall maintain a report of all Back Links and provide the report to the Client at the Client’s request or at the end of the project. These notes can be found in the reporting dashboard that SEO Consultant provides.

4.4. Code Analysis and Modification. The SEO Consultant shall analyze the underlying code of the Client’s website and provide recommendations or modifications to the code to improve the website’s performance in the selected search engines.

4.5. Search Analysis and Reports. The SEO Consultant shall monitor website traffic, generate reports based on website traffic, and provide recommendations and strategies to improve targeted traffic to the Client’s website. The SEO Consultant may use various free or paid third party tools or applications as part of this process.

4.6. Website Content Creation. Website Content creation is a large part of any search engine optimization endeavor. The SEO Consultant will likely recommend the Client add additional Website Content to the Client’s website. The Client shall pay the SEO Consultant the Hourly Rate stated above for Website Content creation.

5. Client Obligations.

5.1. Representations and Warranties.

The Client represents and warrants as follows:

a) The Client has not engaged in Black Hat SEO tactics at the website, URL, in an effort to gain traffic in the past.

b) The Client has power and authority to sign, deliver, and perform this Agreement.

c) The Client has taken all necessary action to authorize the signing, delivering, and performance of this Agreement.

d) This Agreement has been duly signed by the Client, or its authorized representative or agent, and constitutes its legal, valid, and binding obligation. It is enforceable against the Client in accordance with its terms.

e) Client shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to SEO Consultant verbally or in writing in connection with the performance of this Agreement.

5.2. Covenants.

The Client covenants to:

a) Provide administration or backend access to the SEO Consultant.

b) If asked to - Provide an email at the Client’s website, URL, for purposes of link building or otherwise representing the Client for the purposes of SEO.

c) Allow the SEO Consultant to make changes to the website’s underlying code for the purpose of optimization. If the site is custom code we will not be able to make any of the changes ourselves.

d) Provide the SEO Consultant with a list of all third party developers of the website for the purpose of contacting them to improve the website’s performance in the search engines.e) Provide the SEO Consultant with electronic files of all promotional or branding materials, i.e., logos, graphics, etc., for the purpose of creating new promotional materials.

6A. Confidential Information.

During the course of this Agreement, each party may disclose to the other certain confidential or proprietary information (“Confidential Information”). Confidential Information includes, but is not limited to, business practices, marketing strategies, processes, financial information, technology, trade secrets, source code, and all materials designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6A.1 Obligations.

Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use such information solely for the purposes of this Agreement. Neither party shall disclose the other party’s Confidential Information to any third party without prior written consent, except to employees or contractors who need to know such information and are bound by confidentiality obligations.

6A.2 Exceptions.

Confidential Information does not include information that:

a) was publicly known at the time of disclosure;
b) becomes publicly known through no fault of the receiving party;
c) is disclosed with prior written approval;
d) is independently developed without use of or reference to the disclosing party’s Confidential Information; or
e) is required to be disclosed by law or court order, provided the disclosing party is given prompt notice and the opportunity to seek a protective order.

6B. Data Potection and Account Ownership

6B.1 Data Handling.

D Koder Marketing, LLC (“DKM”) may collect and access analytics data, advertising data, or other marketing-related performance information in the course of providing services. All such data shall be handled and maintained by DKM using commercially reasonable safeguards.

6B.2 Ownership of Accounts.

The Client retains all ownership rights to analytics data collected through platforms such as Google Analytics, Google Search Console, Microsoft Clarity, Social Media Profiles, and Location Profiles. DKM retains ownership of proprietary software, campaign structures, optimization strategies, and any other materials or assets created in third-party tools (e.g., Google Ads, Facebook Ads Manager, Bing Ads) during the engagement. Once client cancels service with DKM, we do not transfer ownership of these third-party accounts to Client. DKM will close these third-party assets (Google Ads, Meta Ads Manager, Bing Ads and other similar accounts) that have our proprietary configurations and methodologies.

6B.3 Use of Data.

DKM may use performance and campaign data solely for the purpose of providing services under this Agreement. Data will not be sold, transferred, or shared with third parties except as necessary to perform services under this Agreement or as required by law.

6.1. Representations and Warranties. The SEO Consultant represents and warrants as follows:

a) The SEO Consultant will not engage in Black Hat SEO tactics at the website, URL, in an effort to gain traffic in the future.

b) The SEO Consultant has power and authority to sign, deliver, and perform this Agreement.

c) The SEO Consultant has taken all necessary action to authorize the signing, deliver, and performance of this Agreement.

d) This Agreement has been duly signed by the SEO Consultant, or its authorized representative or agent, and constitutes its legal, valid, and binding obligation. It is enforceable against the SEO Consultant in accordance with its terms.

e) SEO Consultant warrants that all work will be performed in a professional manner and that all work performed under this agreement will be the original work of the SEO Consultant and not plagiarized or in violation of any copyright or infringement laws.

6.2. Covenants. The SEO Consultant covenants to:

a) Develop a strategy to improve the flow of targeted traffic to your website.

b) Provide regular reports and analysis of traffic to your website.

6.3. Disclaimer of Warranty. The SEO Consultant is providing services “AS IS”, and disclaims all warranties, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and noninfringement. The SEO Consultant provides recommendations regarding current search engine optimization tactics that, in theory, should improve your website’s performance in search engine rankings. However, the SEO Consultant is not responsible for search engine rankings, the algorithms used by major search engines to rank web pages, or other processes of third party search engines. The SEO Consultant cannot predict future search engine algorithm changes; therefore, the SEO Consultant cannot guarantee results such as placing your website as the number one search result for specific keywords, or to maintain a position within the top 10 search results.

The SEO Consultant may write code or create other intellectual property as part of this Agreement.

7.1. Website Content.

The Client shall own the copyright to all Website Content created to optimize the Client’s website.

7.2. Non Website Content.

The SEO Consultant shall have all rights in all SEO related intellectual property that may be created by the SEO Consultant in the process of optimizing the Client’s website for search engines, including, but not limited to, website code, non website content, strategies, methods of operations, or any process, idea, or other SEO related intellectual property.

The Client is granted a perpetual license to use deliverables implemented on their website during the term of this Agreement. However, proprietary methodologies, frameworks, processes, campaign structures, and optimization strategies remain the intellectual property of D Koder Marketing.

8. Term.

8.1. Termination. This Agreement operates on a month-to-month basis until terminated by either party.

8.2 Termination for Cause; Material Breach. Despite section 8.1, a party may terminate this Agreement by giving 30 Calendar Days notice to the other party, if that latter party materially misrepresented a fact or materially breaches a warranty or covenant. In that event, the terminating party has all rights and remedies that law and equity provide.

8.3 This Agreement is a Month-to-Month service

8.4 Notifying D Koder Marketing via email at support@dkm.agency that you want to cancel your services with us 30 Calendar Days before the next billing cycle.

9. General Provisions.

9.1. Governing Law; Forum Selection.

The laws of Pennsylvania govern all matters relating to this Agreement. Any dispute will be resolved in the courts of Lehigh County, Pennsylvania.

9.2. Assignment and Delegation.

Neither party may assign its rights or delegate its performance under this Agreement without the other party’s consent.

9.3. Successors and Assigns.

This Agreement binds and benefits the parties and their respective permitted successors and assigns.

9.4. Notices.

The parties must send all notices in writing and give all consent in writing. A notice or consent occurs is effective when the intended recipient receives it. For the purposes of this agreement, notice shall be provided to the client at client email. Notice shall be provided to the SEO Consultant at support@dkm.agency email.

9.5. Merger.

This Agreement is the final, complete, and exclusive statement of the parties’ agreement on the maters contained in this Agreement. It supersedes all previous negotiations and agreements. The parties shall not amend this Agreement, except by an agreement in writing, signed by both parties.

To evidence the parties’ agreement to this SEO Agreement, they have signed and delivered it on the Effective Date set forth in the preamble.

Contacting Us

If there are any questions regarding these terms, you may contact us using the information below.

D Koder Marketing

2497 Cherrywood Ln

Bath, PA 18014 - USA