CONTENT PUBLICATION SERVICE TERMS AND CONDITIONS
Version 1.0, last updated on the 13th November 2023.
These Content Publication Service Terms and Conditions form an integral part of the Order Form concluded between the Client and Gain Changer.
These T&Cs govern the contractual relationship between Gain Changer and Client with respect to the Services agreed under the Order Form and together with such Order Form, form the entire Agreement between the Parties hereto with respect to such subject-matter.
In the event of any conflict between these T&Cs and the Order Form, the Order Form shall prevail.
- In these T&Cs, the following capitalised terms and/or expressions shall be ascribed the meaning assigned hereunder:
|Shall mean these T&Cs and the Order Form jointly;|
|Shall mean the backlink within the Content which through the Anchor Text shall backlink from the Content to the Client Website, as specified in the Order Form;|
|Shall mean the Backlink’s anchor text as specified in the Order Form;|
|Shall mean Gain Changer’s Client, as specified in the Order Form;|
|Shall mean the Client’s website in respect of which the Service shall be rendered and in respect of which the Backlink will be made;|
|Shall mean one article, post, page or similar content which includes the Backlink and which the Company shall secure publication thereof on the Domain;|
|Shall mean draft Content which has been drafted by the Client;|
|Shall mean draft Content which has been drafted by Gain Changer;|
|Shall mean the language of the Content;|
|Shall mean the topic of the Content to be drafted under this Agreement (whether being Content Drafted by Client or Content Drafted by Gain Changer);|
|Shall mean the third-party website domain as per its domain name specified in the Order Form;|
|Shall mean the fee payable by Client to the Company pursuant to the Agreement and as specified in the Order Form, exclusive of VAT, sales tax or any other tax if applicable;|
|Shall mean Gain Changer Ltd, a company incorporated under the Laws of Malta, bearing the company registration number C 94475, and having its registered address at 206, Wisely House, Old Bakery Street, Valletta, VLT 1451, Malta;|
|Shall mean the Company and the Client individually, while “Parties” shall mean the Company and the Client jointly;|
|Shall mean the Content published pursuant to the Service, irrespective of whether such Content is Content Drafted by Client or Content Drafted by Gain Changer;|
|Shall mean the Content Publication Service Order Form, concluded between the Parties hereto;|
|Shall mean programs which search for and identify items in a database that correspond to keywords or characters specified by a user for finding particular websites on the world wide web;|
|Shall mean third party operators of Search Engines;|
|Shall mean Search Engine Optimization;|
|Shall mean the service to be provided by the Company to the Client under the Agreement; and|
|Shall mean these Content Publication Service Terms and Conditions.|
- Subject to these T&Cs and as further specified in the Order Form, the Company shall provide the Service to the Client.
- The Content to be published pursuant to the Service shall be either Content Drafted by Client or Content Drafted by Gain Changer, as may specified in the Order Form.
- WHERE CONTENT IS DRAFTED BY THE CLIENT
- Where the Parties agree that the Content shall be Content Drafted by Client, the Client shall supply to Gain Changer the Content Drafted by Client no later than seven (7) calendar days from execution of the Order Form.
- The Content Drafted by Client shall be with regards to the Content Topic specified in the Order Form.
- Once the Content Drafted by Client has been published on the Domain, the Service shall be considered performed and finalized. However, before proceeding with its publication, Gain Changer has the right to require the Client to perform amendments to the Content Drafted by Client. If any such amendments are indicated by Gain Changer to the Client, the Client shall perform such amendments within seven (7) calendar days from Gain Changer’s notification that such amendments are required. If the Client fails to perform the necessary amendments to the satisfaction of Gain Changer within such period, Gain Changer’s Service shall be considered to be performed and finalized and no further Service shall be provided nor shall any obligation to reimburse the respective Fees apply.
- Gain Changer shall hold no responsibility for ensuring that the Content Drafted by Client is optimized for SEO purposes.
- The Content Drafted by Client shall be written in the Content Language specified in the Order Form.
- The Content Drafted by Client shall be circa seven (700) hundred words long and shall include the Backlink’s Anchor Text as specified in the Order Form. No other links shall be included within the Content Drafted by Client.
- The Content Drafted by Client shall be considered to be authored and owned by the Client. The Client retains full ownership of such Content and any relative intellectual property rights associated thereto. In the event that that the Content Drafted by Client includes any intellectual property, the Client guarantees that it owns and/or holds all necessary rights to include such within the Content, warrants that said intellectual property does not breach any third party rights and hereby provides the Company with a license to incorporate such intellectual property and to sub-license such intellectual property as may be necessary for the performance of the Service.
- The Client warrants that the Content Drafted by Client (including any amendments thereto) does not breach applicable laws and/or registrations, permits or license conditions and/or third-party rights.
- The Content Drafted by Client shall be published on the Domain without undue delay from the Company’s written confirmation that no amendments thereto need to be made by the Client.
- WHERE CONTENT IS PRODUCED BY THE COMPANY
- Where the Parties agree that the Content shall be Content Drafted by Gain Changer, it is hereby agreed that:
- The Content Drafted by Gain Changer shall be drafted with regards to the Content Topic specified in the Order Form and in terms of the Client’s reasonable instructions;
- The Company shall best endeavour to ensure that the Content Drafted by Gain Changer is optimized for SEO purposes;
- The Content Drafted by Gain Changer shall be circa seven hundred (700) words long;
- The Content Drafted by Gain Changer shall be written in the Conent Language specified in the Order Form; and
- The Content Drafted by Gain Changer shall contain one (1) Backlink to the Client Website, through the Backlink’s Anchor Text specified in the Order Form. No other links shall be included within the Content Drafted by Gain Changer.
- The Client shall not provide any instructions which breach the Agreement, and/or applicable laws, registrations, permits or license conditions, and/or third-party rights.
- The Content Drafted by Gain Changer shall be considered authored and owned by the Client. Any relative intellectual property rights are hereby transferred and/or waived in favour of Client. In the event that the Content Drafted by Gain Changer includes any intellectual property pertaining to the Client, the Client hereby guarantees that it holds all necessary rights for such purpose, that the said intellectual property does not breach third party rights and hereby provides the Company with a license to incorporate such intellectual property within the Content and to sub-license such intellectual property as may be necessary for the performance of the Service.
- Once the Content Drafted by Gain Changer has been published on the Domain, the Service shall be considered performed and finalized.
- One (1) draft version of the Content Drafted by Gain Changer shall be provided by the Company for Client’s approval. A response thereto shall be required from Client within no later than seven (7) calendar days of receipt. Failure to provide a response within such timeline shall mean that the Client approves the provided draft Content Drafted by Gain Changer. Amendments to the provided Content Drafted by Gain Changer shall require the Parties written consent and shall be subject to agreement between the Parties, inclusive of agreement on any further fees which may be applicable. If the Parties fail to agree on amendments thereto, the Service shall be considered to have been performed and finalized.
- The Content Drafted by Gain Changer shall be published on the Domain without undue delay from the Client’s direct or tacit approval thereof. In directly or tacitly approving the Content Drafted by Gain Changer, the Client warrants that the approved Content Drafted by Gain Changer complies with applicable laws, registrations, permits or license conditions and does not breach third party rights.
- In consideration of the Service agreed in terms of the Agreement, the Client shall pay the Fees to the Company as specified in the Order Form, which shall be payable in advance on signature of the Order Form. The Fees are non-refundable. The Service shall not commence before the Fees are received in clear funds within the Company’s indicated bank account.
- If the Company needs to incur disbursements while undertaking the Service, such disbursements will require the Client’s prior approval in writing and will be charged at cost. Disbursements must be immediately paid once invoiced.
- TERM & TERMINATION
- The Parties hereby agree that the contractual relationship established under this Agreement shall commence as from the date of execution of the Order Form and shall continue to be in force until the Service is performed and/or otherwise deemed to be performed as specified in this Agreement.
- Either Party shall have the right to immediately and unilaterally terminate the Agreement by providing written notice in the event that the other Party, by any act or omission, commits a material breach of the Agreement (or multiple breaches that, when taken together, can be considered material) and such breach (or breaches) remain unremedied for fifteen (15) calendar days from the defaulting Party’s receipt of a notice requesting remedy.
- LIABILITY & INDEMNITY
- It is the Client’s sole responsibility to ensure that the selected Domain and/or any content within or page thereof is not spammy, irrelevant or illegal. The Client acknowledges that the Company does not endorse, guarantee, or warrant the quality, accuracy, legality, or suitability of any Domain and that the Client’s use of any Domain is at the Client’s own risk.
- The Client shall be solely responsible and liable for the Published Content and any matters connected to the Client Website, its operations, activities and advertising practices including for:
- Ensuring that the Published Content, including its use and dissemination does not breach applicable laws, registrations, licenses or permits and/or does not breach third party rights; and
- Ensuring that the Published Content, is accompanied by any signage and/or wording that may be required to accompany advertisements in terms of applicable laws, regulations, permits or licenses including but not limited to and where applicable, such signage and/or wording that may be required to indicate that the Published Content:
(i) is paid for or is otherwise sponsored content, and
(ii) that the Published Content may be viewed/accessed only by adults.
- The Company shall provide the Service in good faith, based on market knowledge at the time of provision of the Service. The Client accepts that the Company cannot guarantee:
- The length of time in which the Published Content shall remain available on the Domain and/or that the Backlink shall remain functional or available; and
- That the Published Content shall not suffer any changes or amendments once published.
- The Client acknowledges that Search Engine Operators may consider the Service as an activity that breaches their guidelines, terms and/or policies. The Client hereby agrees that the Company shall hold no direct and/or indirect liability of whatsoever description, whether in contract, tort, negligence or otherwise for:
- Any penalty, fines, liability or any form of damages of whatsoever description which may be suffered by Client from third parties, including but not limited to any penalty issued by a Search Engine Operator, any ban from Search Engine results and/or any breach of Search Engine Operator’s guidelines and/or terms and/or any liability faced by Client from any supervisory authority;
- Any action, decision, change or update which may be made by a third party including a Search Engine Operator and the Domain operator;
- Any removal or amendment of the Published Content, and/or any instance in which the Backlink becomes irrelevant, loses its relevance and/or does not remain functional;
- Any decrease or damage to the Client Website’s Search Engine rankings and/or removal from Search Engine results and/or damage to SEO or rankings (including its backlink profile) and/or decrease in organic traffic to the Client Website;
- Any resulting Client Website ranking and/or positioning and/or otherwise for successful or improved SEO results;
- Any damages and/or liability which the Client may suffer as a result of a breach of any applicable laws and/or applicable licenses, registrations and/or permits in its advertising and/or business activities;
- Any Published Content which is deemed to be a misrepresentation of the Client’s services, and/or false advertising and/or advertising which breaches applicable laws, regulations or any permits or licenses; or
- Any loss or damage to the Client and/or Client Website’s reputation, credibility or trust including but not limited to any loss of goodwill and any brand damage.
- The Client agrees that the Company shall not be held liable or in any way responsible for any direct, indirect, incidental or consequential loss or damage of any kind, whether actual or threatened.
- Where liability or damages may be compensated, the Company’s maximum liability to the Client, whether in contract, tort, negligence or otherwise, for all damages, losses, claims and causes of action whatsoever arising out of or in connection with the Agreement, shall be limited to an amount that is equivalent to the amount of Fees paid by Client to the Company. The Client hereby releases Gain Changer from all liability, claims or demands in excess of this liability capping.
- The Client hereby agrees to fully indemnify and hold harmless the Company and its successors in title, and its employees, directors, contractors, consultants and associates for and against any and all claims, losses, liabilities, costs, expenses or damages (including reasonable legal fees) incurred by reason of any claim, demand, lawsuit or action by a third party resulting from the Client’s breach of the Agreement and/or breach of applicable laws and/or breach of third party rights.
- Clauses 7, 8, 10, 13 and 19 shall survive the termination of this Agreement.
- If any provision in whole or in part of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- These T&Cs may be updated and modified at any time and in Gain Changer’s sole discretion. The version of the T&Cs which shall apply to the Service shall be the most updated version as available on Gain Changer’s website at https://www.gainchanger.com/link-building-terms-conditions/. In the event that a Service is ongoing, we shall provide a prior notice of seven (7) days before any changes or modifications take effect with regards to the Agreement between the Parties and in the event of any such notice, the Client shall have the right to terminate the Service and the Agreement and receive a reimbursement for any Service that is not yet performed as at such point.
- The Client hereby agrees that the Fees shall be considered “confidential information”, including the Domain cost stated in the Order Form and, where applicable, the Content Drafting cost. The Client accordingly hereby agrees that it shall not disclose any Fees disclosed thereto to third parties or otherwise make any use thereof except for their inherently intended purpose
- No amendments, changes, revisions or discharges of this Agreement, in whole or in part, shall have any force or effect unless set forth in writing and signed by the Parties hereto.
- FORCE MAJEURE
- Neither Party hereto shall be deemed in default hereunder or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with the terms of this Agreement due to any force majeure.
- NO WAIVER
- The failure of either Party hereto to insist upon the strict adherence to any term of this Agreement on any occasion shall not be considered as a waiver of any right hereunder nor shall it deprive that Party of the right to insist upon the strict adherence to that term or any other term of this Agreement at some other time.
- Headings are used in these T&Cs for convenience only and shall not affect any construction or interpretation of these T&Cs and/or the Agreement.
- ENTIRE AGREEMENT
- The Order Form together with these T&Cs form the entire Agreement between the Parties with regards to the Service and hereby expressly replaces and supersedes any and all other agreements, oral or written, between the Parties hereto with respect to the subject matter hereof.
- Any notice or communication to be given under this Agreement shall be in writing and shall be deemed to have been duly given if sent via email or sent by registered mail to the other Party at the respective details provided in this clause, or at any other such details as may be specifically communicated for such purpose by a Party to the other Party from time to time. Any such notice or communication shall be deemed to have been received by the addressee seven (7) working days following dispatch if the notice or communication is sent by registered mail, or on the following working day after the day in which the notice or communication is sent, if sent by email.
In the case of Client, notices or communications shall be sent at the email and address specified in the Order Form.
In the case of Gain Changer, notices or communications shall be sent at:
– Email: firstname.lastname@example.org
– Address: 206, Wisely House, Old Bakery Street, Valletta, VLT 1451, Malta.
- The Client may not wholly or partly assign this Agreement to third parties or sub-contract, pledge or otherwise encumber any of its rights and/or obligations under this Agreement. Upon written notification to Client, the Company may assign this Agreement to any company within its group of fully owned companies if it provides prior written notice to the other Party.
- The Company may engage sub-contractors to assist the Company in performing the Service if so deemed necessary by the Company and without the need of informing Client about the appointment of any such sub-contractors.
- GOVERNING LAW AND DISPUTE RESOLUTION
- The Agreement and any dispute or claim arising out of, or in connection with this Agreement its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with the Laws of Malta.
- The Parties hereby agree to expressly submit to the exclusive jurisdiction of the Courts of Malta to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).