South Carolina Seller's Disclosure of Property Condition


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                             This Seller's Disclosure of Property Condition is used by a seller of real property to disclose
                             to the buyer all known material or adverse facts relating to the physical condition of the
                             property that are not readily observable. This disclosure is required by law when selling a
                             residential property. It notifies any potential buyers of problems that could affect the
                             property's value or desirability. It is illegal to conceal major physical defects in the property.
                             The property owner must disclose any and all known defects, malfunctions or adverse
                             conditions that exist on the property. This document should be used by a buyer or seller of
                             residential property located in South Carolina.

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This Search Engine Optimization Agreement (hereinafter “Agreement”) is hereby entered into
between ______________________________ [Instruction: Insert the name of company
offering      SEO      services]    (hereinafter   referred   to  as “Company”)       and
______________________________ [Instruction: Insert the name of Client] (hereinafter
referred to as “Client”) on the ____ [Month] ____ [Date], 20____.

WHEREAS, Company agrees to provide Client with Search Engine Optimization and Reporting
Services hereinafter referred to as “SEO” as described in this Agreement.

WHEREAS, Company is authorized to use the specific keywords and/or phrases set forth below
for development, improving the ranking of, and/or positioning the contents of Client’s URL(s), [Instruction: Insert the name of the url] in the
search engines and/or directories that are most frequently used by the general public which are
defined below.


Client agrees to pay Company a fee as stated in “Proposal” or “Fee Schedule” attached as Exhibit A. Fee
must be received prior to the start of any services provided. SEO Services are intended to provide Client
with preferential positioning in selected search engines and report results on an ongoing and timely
basis. SEO Services include:

1. Research keywords and phrases to select appropriate, relevant search terms. Number of keywords is
   listed in the Proposal. Additional keyword purchases will require Addendum or separate contract.

2. Edit various html tags and page text as necessary prior to submission to selected search engines and

3. Create as required, additional web pages for the purpose of “catching” keyword/phrase searches.

4. Hand-submit your pages to the engines and directories stated in this agreement.

5. Create positioning reports for main site and any associated pages showing rankings in the major
   search engines and under which keywords.

For the purposes of providing these services, Client agrees to:

1. Give Company FTP access to the main site for uploading new pages, and making changes for the
   purpose of optimization OR approval to go through third party;

2. Authorize Company use of all Client logos, trademarks, Web site images, etc., for use in creating
   informational pages and any other uses as deemed necessary by Company for search engine
   positioning and optimization.

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3. If Client’s site is light in textual content, Client will provide additional relevant text content in
   electronic format for the purpose of creating additional web pages. Client agrees to provide content,
   for example 200 to 500-word “articles” about each of their keyword phrases.

Selected search engines include:

      AOL

      Alta Vista

      About

      Google

      All The Web

      Excite

      Hot Bot

      Look smart

      MSN

      Bing

      Lycos

      Yahoo [web pages only]

      Netscape

   Please note that Top major SE and SE names may change without notice]

Client acknowledges the following with respect to services:

1. Company has no control over the policies of search engines with respect to the type of sites and/or
   content that they accept now or in the future. Client site may be excluded from any directory at any
   time at the sole discretion of the search engine or directory. Company will resubmit those pages that
   have been dropped from the index.

2. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking
   algorithms and other competitive factors, Company does not guarantee number 1 position or
   consistent top 10 positions for any particular keyword, phrase, or search term. However, if Company
   fails to achieve 3 top 30 positions in the major search engines, Company will start over SEO services
   with no cost to Client.

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3. Some search engines and directories may take as long as __________ months [Instruction: Insert
   number of months required, e.g., 2 to 4 months], and in some cases longer, after submission to list

4. Occasionally, search engines will stop accepting submissions for an indefinite period of time.

5. Occasionally, search engines will drop listings for no apparent or predictable reason. Often listing
   will “reappear” without any additional submissions. Should the listing not reappear, Company will
   re-submit the site based on the current policies of the search engine in question.

6. Some search directories offer expedited listing services for a fee. Company encourages Client to take
   advantage of these expedited services. Client is responsible for expedited service fees, example
   Yahoo, unless otherwise noted in the package Client purchases.

Company is not responsible for changes made to the website by other parties that adversely affect the
search engine rankings of the Client’s Web site.

Additional Services not listed herein or in Proposal will be provided for ________ ($___) per
hour [Instruction: Insert the amount, e.g., fifty dollars ($50) per hour, e.g., purchasing
keywords beyond the scope provided in the SEO proposal, or creating more doorway pages
than provided in original Proposal.]

Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided
to Company for inclusion on the website above are owned by Client, or that Client has received
permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and
defend Company and its subcontractors from any liability or suit arising from the use of such elements.

Company is not responsible for Client’s overwriting SEO work to Client’s site, i.e. Client’s webmaster
making changes and uploading over work already provided. Client will be charged an additional fee for
re-constructing metatags, etc. based on the hourly rate of ________ ($___) per hour [Instruction: Insert
the amount, e.g., fifty dollars ($50) per hour]

The Company hereby warrants that:

1. The information may only be obtained by using authorized methods;

2. As the information is provided on the understanding that it will be used for research, such as
   the investigation of techniques used to understand how to optimize Client’s website, it will
   not be used to engage in "black hat" SEO, especially spamming of any kind whatsoever;

3. It will not use forbidden techniques by the search engines including, but not limited to,
   invisible text, invisible links, one-pixel links, doorway or gateway pages, background-
   colored keyword stuffing, hidden links, web page re-directs, and cloaking.

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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the
date first here above written.

__________________________________                     ____ [Month] ____ [Date], 20____

Client Signature

[Instruction: Insert the Client Signatory]

______________________________________________ ___ [Month] __ [Date], 20__

[Instruction: Insert authorized signatory for Company]


Name and Designation

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                                                EXHIBIT A

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