Sharon aloni legal panel
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This document outlines strategies for contractual protection when hiring an SEO company. It discusses potential pitfalls like no improvements in rankings, revenue drops, or unethical methods. It recommends disclaiming implied warranties and clearly defining the scope of work, responsibilities, and exclusions like changes to search algorithms. The document also suggests capping liability, limiting damages to refunds or credits, requiring client representations and indemnification, and obtaining professional liability insurance. The overall message is to structure the contract carefully to minimize legal risks.
Sharon aloni legal panel
- 1. Strategies for SEO Contractual Protection January, 2012 Confidential
- 2. Pitfalls • No appreciable rise in ranking • Drop of revenues • Additional costs that were not advised • Use of unethical methods resulting in sanctions • Failures that cause server downtime/interruptions • Use of infringing content • Failure to provide advice on issues within scope
- 4. Implied Warranty • Uniform Commercial Code (UCC); Israeli Sales Law 5728-1968; UN Convention on the International Sale of Goods (CISG). • Implied warranty: Fitness for a Particular Purpose, Merchantability, Good Title, Non-Infringement. • NO WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- 5. Clear SOW - Specifications • Keyword Analysis • Content Optimization • Site Design • Link Acquisition • Progress Reports & Monitoring
- 6. Carve Outs
- 7. Carve Outs • Client Responsibilities • Search Algorithm Updates & Changes • Hardware & Technical Malfunctions • Server Downtime • Not esponsible for URLs dropped/excluded • Use of non-recommended servers • Carve out unsupported browser or other software
- 8. Client Reps. & Obligations • Client IP reps.: non-infringement (in respect of content/ keywords provided by client); not defamatory, obscene, distasteful, racially or ethnically offensive, harassing, or discriminatory. • Client Indemnification Obligation. • Safe Harbor: Require client to comply with notice and takedown procedures.
- 9. LOL • Limitation of Liability: • Carve-out Consequential Damages. • Cap on Liability • Sole Remedy: capped credits/ refunds.
- 10. Insurance • Professional Liability Insurance - for ISPs, Software Providers. • Coverage- E&O, IP infringement. • Unintentional Infringement.
- 11. Reminder • Disclaimers. • Detailed SOW/Specs. • Carve Out Client/3rd party responsibilities. • Exclude Consequential Damages. • Cap on Liability. • Guarantee- Sole Remedy.
- 12. Hope NOT to: SEE YOU IN COURT Sharon Aloni | Partner Goldfarb Seligman & Co., Law Offices Tel: +972 (3) 608-9834 Fax: +972 (3) 6089855 [email protected] | www.goldfarb.com