I {pointOf24}, acknowledge that this is a referral network and any and all activities are designed to drive more qualified leads. I also accept the 30% referral fee that shall be remitted by my broker to Omni Horizon Real Estate LLC at the time of closing. I accept these terms and wish for a referral agreement to be sent to {brokersName} who is the broker for {brokerageName}.
Agreement For Services
This Agreement for Services (“Agreement”) is effective as of the date this agreement is signed today by and between
Company: {businessName}
Address: {address}
("Recipient"), and Knot Referred LLC located at 5100 SR 40, # 100, Ocala, FL 34482 ("Provider"). Each company above is a (“Party”) and collectively the (“Parties”).
This Agreement is made in good faith.
RECITALS
In 2014, Google formed its Google Business Profile (“GBP”) section on its Search Engine Result Page (“SERP”) number 1 to protect against local search share erosion from competitors. Google put the GBP in the center of its SERP number 1. Google succeeded.
Google dominates worldwide search with a 90+% share. The GBP section dominates local search with the same 90+% share of local search. The GBP section generates more higher-commercial-intent click traffic than any other SERP real estate.
The most valuable location on the GBP for B2C businesses are the top three local search result locations well known as the “Local 3-Pack.” The 3-Pack generates the great majority of all GBP clicks and about 47% of all SERP number 1 clicks – the highest click percentage of any other section of Google’s SERP number 1. 3-Pack clicks are by far the highest-commercial-intent Google search click traffic (Google Analytic data), leading to more Conversions (defined below).
1.0 DESCRIPTION OF SERVICES
Beginning on the date this agreement is signed, the Provider will in its best efforts provide the following services ("Services") to all locations listed on Exhibit A (“Locations”): Provider may provide a call tracking number, and the Provider may provide a 24/7 IVR phone system and call answering service. Also, a unique profile page created on behalf of the recipient. Recipient shall provide all applicable access including but not limited to Google analytics read and analyze level access, GBP Manager level access if needed, any and all relevant access and data required for the project on a timely basis. Recipient may receive a Google Business Profile account verification PIN number in the mail and in such an event shall provide this PIN number to the Provider. Recipient also agrees to install provided tracking number and website url into proper GBP fields Pursuant to this Agreement, Recipient agrees to allow Provider to use Recipient’s brand name and logos to provide the Services.
2.0 PRICING OF SERVICES
Pricing for the Services will be a one-time fee of zero dollars ($0.00). And a referral agreement shall be signed with Omni Horizon Real Estate LLC
3.0 ROLL-OUT PERIOD
The Roll-Out Period is defined as a period of 30 days that the Recipient agrees to allow the Provider to create all necessary tracking numbers and URL’s The Roll-Out Period begins on the date of this Agreement being signed. This roll out period is prior to the Term, as defined in Section 4.0 of the Agreement.
4.0 TERM
This Agreement will remain in effect for a period of three (3) months (the “Term”) following the Roll-Out Period. The Agreement will automatically renew unless cancelled in writing by either Party at the end of the Term.
5.0 MUTUAL CONFIDENTIALITY
Each Party, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use, disclose or communicate in any manner, any information that is proprietary to either Party. Each Party and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.
6.0 NATIVE ADVERTISING
Knot referred at its sole discretion may choose to sell advertising in the form of banners, text, and images on any of its operated properties. The Recipient may be offered the first opportunity to provide the provider with a viable option for advertising. After which time the Provider may insert another advertiser based on availability. This is a limited no exclusive opportunity for advertisers to get access to leads for that potential client.
7.0 DISCLOSURES
OUTCOMES. Provider makes no guarantees as to the outcomes of its service(s) and acting in good faith will perform its best efforts to optimize the Recipient’s Google Business Profile for each of the Properties listed in EXHIBIT A during the Term of this Agreement. Which may or may not include optimization of category, services, etc… Google may choose to re-verify, suspend, or delete a business with or without reason. Google at its sole discretion may choose to discontinue Google Business Profile. These outcomes may occur with or without warning and may or may not be resolvable. Provider shall not be held liable for any such outcome. Provider will make every reasonable attempt to remedy such a situation. The remedy time frame may take up to 2 weeks. Ultimately, such an outcome is beyond the Provider’s control. By signing belowInitialing this indicates you understand the Providers roll and expected outcomes.
VALUE. Google Analytic data from current client case studies has identified that traffic originating from GBP 3-Pack is of higher commercial intent than other forms of locally derived traffic. By signing below indicates that you understand the value of the high-commercial-intent click traffic generated by the GBP 3-Pack.
COMPETITORS. By its nature, high-quality traffic is extremely valuable to competitors in the Industry. Ranking in the Local 3 Pack may motivate competitors to attempt to damage the Recipient’s name or brand on Google Business Profile. For example, leaving false negative reviews and or reporting a business’s profile as spam are just two potential ways of the many ways in which competitors may attempt to damage the Recipient’s GBP profile. Provider will attempt to remedy any and every fraudulent attempt to damage the Recipient’s Google Business Profile. This requires constant vigilance. Provider shall not be held liable for any third-party actions which may or may not damage the Recipients Google Business Profile. By signing belowInitialing this indicates you understand the Providers roll and expected outcomes.
LEAD GENERATION. Provider is a lead generation company, any and all efforts are designed to achieve that outcome. Provider is not responsible for the quality, outcome, and performance of these leads. Nor is the Provider held responsible for the Recipients ability to convert these leads. By signing belowInitialing this indicates you understand the Providers roll and expected outcomes.
8.0 GOOGLE BUSINESS PROFILE
For the Term of this Agreement, as described in (Section 4.0), the Recipient will own and maintain the Google Business Profile web properties for the listed locations on Exhibit A. After initial tracking number and Website URL are inserted the Recipient will make no changes or modification to GBP during the Agreement Period. The Provider makes no claim to the contents of the GBP including images, videos, etc.
9.0 DEFAULT
Recipient will, in good faith, make Payments when due. If, after a 5-day grace period and then after written notice from Provider giving Recipient three (3) business days to pay any overdue amounts, such overdue amounts are not received by Provider, this will constitute a material default under this Agreement.
10.0 REMEDIES
In addition to any and all other rights a Party may have available according to law, if a Party defaults by failing to substantially perform any provision, term or condition of this Agreement the other Party may seek to terminate the Agreement by providing written notice to the defaulting Party.
This notice shall describe with sufficient detail the nature of the default. The Party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived in writing by the Party providing notice, the inability to cure the default(s) within such time period shall result in the termination of this Agreement.
11.0 FORCE MAJEURE
If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party's reasonable control ("Force Majeure"), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages or other labor disputes, or supplier failures. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.
12.0 AUTHORITY TO SIGN
Each individual signing this Agreement directly and expressly warrants that he or she has been given and has received and accepted the authority to sign and execute the Agreement on behalf of the Party for whom it is indicated he or she has signed, and further has been expressly given and received and accepted authority to enter into a binding agreement on behalf of such Party with respect to the matters contained herein and as stated herein.
13.0 DISPUTE RESOLUTION
The Parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the Parties. If the matter cannot be resolved by negotiation within 30 days, the Parties will resolve the dispute by using Alternative Dispute Resolution procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction. The winning Party would be reimbursed for all arbitration costs.
14.0 ENTIRE AGREEMENT
This Agreement contains the entire agreement of the Parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the Parties.
15.0 SEVERABILITY
If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.
16.0 AMENDMENT
This Agreement may only be modified or amended in writing by mutual agreement between the Parties executed by both Parties.
17.0 GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the Marion County, Florida 5th judicial circuit.
18.0 NOTICE
Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person, by email, proof of receipt confirmed when received through the internet by the copied sending Party, or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one Party may have furnished to the other in writing.
19.0 WAIVER OF CONTRACTUAL RIGHT
The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
20.0 CONSTRUCTION AND INTERPRETATION
The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both Parties in a mutual effort.
21.0 ASSIGNMENT
Neither Party may assign or transfer this Agreement without the prior written consent of the non-assigning Party, which approval shall not be unreasonably withheld.
22.0 INTELLECTUAL PROPERTY INDEMNIFICATION
Recipient will defend, at its own expense, and hold Provider harmless against any legal action brought against Provider based on a claim that the Service infringes an Intellectual Property Right or Copyright of a third party relating to brand content of Recipient licensed to Provider for use on GBP profiles and or user generated content, and Recipient will pay any final judgment against Provider in any such action attributable to any such claim or incurred by Licensee through settlement of such claim.
23.0 GOOD FAITH
Both Parties agree to act in good faith for the mutual benefit of each other. Provider agrees to pursue generally recognized best practices and white hat SEO practices. Neither party will take any action(s) which would damage the either party’s reputation, SEO rankings, SEM or overall website functionality, current or future.
24.0 ATTORNEYS FEES.
The prevailing Party in any action brought under this Agreement shall be entitled to recover from the other Party reasonable attorney’s fees, costs and necessary disbursements.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date above written.
Provider:
Knot Referred LLC
By: Erik Chavez
Position: COO