Strategic Alliance Agreement Between MateMedia, Inc. And SEO Contractor

Agreement made between MateMedia, Inc. (“Company”), a New York corporation, and SEO Contractor.

STRATEGIC ALLIANCE

Title of this relationship and agreement between Company and SEO Contractor are detailed as follows: Both Company and SEO Contractor act as two separate and individual entities operating independently of each other. Company and SEO Contractor do not have any controlling interest of each other and are independently run and responsible for all of operations, reporting, taxes, liabilities and relationships.

OVERVIEW OF SERVICES

Company desires to engage SEO Contractor, and SEO Contractor desires to be engaged by Company, to provide the services described in this Agreement on the terms and conditions set forth herein in order to perform SEO services for Company as more particularly described in the specifications set forth in Schedule A hereto (“The Project”).

WHEREAS, Company is engaged in the business of and providing services regarding the development of WordPress plugins, and other associated services.

WHEREAS, SEO Contractor is in the business of providing SEO services.

WHEREAS, Company and SEO Contractor desire to enter into a mutually beneficial relationship with a mission to promote Company’s plugin and theme websites using SEO strategies and tactics.

WHEREAS, Company and SEO Contractor desire to promote Company’s plugin and theme websites using SEO strategies and tactics service offerings pursuant to the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as outlined in Schedule A hereto (“The Project”).

MISCELLANEOUS PROVISIONS

DISCLAIMER OF WARRANTIES

Except as expressly set forth in this agreement, Company and SEO Contractor hereby specifically disclaim any representations or warranties, express or implied, regarding the services, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance.

LIMITATION OF LIABILITY

Company and SEO Contractor shall not be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including, but not limited to any act of God, any acts of war, terrorism, earthquakes, floods, fires, epidemics, riots, or failures or delay in transportation or communications. Under no circumstances shall Company and SEO Contractor be liable to the other party or any third party for indirect, incidental, consequential, special or exemplary damages however arising, including negligence, arising from any provision of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third parties arising from any source.

INDEMNITY

Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.

ASSIGNMENT

This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such assignment shall be void.

NOTICE

All notices and other communications required or permitted under this Agreement shall be in writing and shall be by email to Company and to SEO Contractor at SEO Contractor’s email address, and shall be deemed to have been given when notice is received.

NO PARTNERSHIP

Nothing contained herein will be construed as creating any agency, partnership, or any relation of employment.

GOVERNING LAW, JURISDICTION AND VENUE

The validity of this Agreement, the construction and enforcement of its terms, and the interpretation of the rights and duties of the parties under this Agreement shall be governed by the internal laws of the State of New York, United States of America, without regard to conflicts of law rules. The sole and exclusive forum for the determination of any dispute arising hereunder, including any proceedings to enforce a judgment, shall be the state and city courts located in the State of New York, County of New York, City of New York, United States of America, and the parties consent to the exclusive jurisdiction and venue thereof. Service of process of any pleadings may be made by certified mail return receipt requested.

NO WAIVER

No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented.

EXCLUSIVITY

In consideration of the mutual covenants and agreements contained herein, SEO Contractor will not directly or indirectly, solicit, discuss, accept, approve, initiate, respond to or encourage any inquiries or proposals relating to, or participate or engage in any negotiations with respect to the nature of Company’s business.

TERM

The term of this Agreement shall begin on the Effective Date and shall continue for a period of two (2) years (“Initial Term”) unless terminated earlier by either party notifying the other party with 30 days notice in accordance with the NOTICE section of this Agreement. Upon expiration of the Initial Term, unless written notice to the contrary is provided by one party to the other party at least 30 days prior to the expiration of the then-current term, this Agreement shall be renewed for additional, successive periods of one (1) year each (each a “Renewal” and together with the Initial Term, collectively, the “Term”).

ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties with respect to its subject matter, and supersedes all prior oral or written commitments, understandings, or agreements with respect to the matters provided for herein. This Agreement shall not be amended, altered, or modified except by an instrument in writing duly executed by each of the parties hereto.
Company and SEO Contractor have caused this agreement to be executed by its duly authorized representative as of the effective date. This agreement may be executed in counterparts, and by electronic means.

Schedule A

THE PROJECT

SEO Contractor agrees to:

Promote Company’s plugin and theme websites. Advise Company on SEO strategies and implement and provide on-page and off-page tactics for Company’s plugin and theme websites in order to increase Company’s existing search engine rank in Google and elsewhere on the web. SEO Contractor agrees to maintain the Google ranking of Company’s plugin and theme websites throughout the term of this agreement. SEO Contractor agrees to provide proof of increased rank of MateMedia’s plugin and theme websites. SEO Contractor agrees to provide a monthly report showing the increased Google rank of Company’s plugin and theme websites.

Company agrees to:

Follow the guidelines and recommendations provided by SEO Contractor to assist in increasing the Google rank of Company’s plugin and theme websites. Company agrees to make changes to their plugin and theme websites as recommended by SEO Contractor, in order to assist in the increased ranking of Company’s plugin and theme websites.

COMPENSATION

Company agrees to pay SEO Contractor a 10% share of the gross revenue of each license Company sells minus any refunds and affiliate payments. Company will remit payment to SEO Contractor via PayPal. If SEO Contractor’s country does not accept PayPal, Company will make best efforts to find other arrangements to pay SEO Contractor. SEO Contractor agrees to pay any payment processing fees if using a different payment processor than PayPal. Payment by Company to SEO Contractor of SEO Contractor’s share is made once each month on the last day of the month. Company agrees to provide SEO Contractor with a monthly statement of all plugins sold.

COMMUNICATION

Company will communicate with SEO Contractor via Asana, Skype, and email.

MateMedia reserves the right to terminate this agreement at any time if SEO Contractor fails to provide the services outlined in this agreement.