Definitions


Bolded terms used in our Service Agreement have the meaning set forth herein or as set forth below:


  • “Account Activation” means the stated non-refundable consideration due by Client at the time You sign this Agreement to activate Your Centipede Digital account to allow Us to start working on Your campaign.
  • “Advanced SEO Strategies” includes a range of potential SEO tactics, such as manual backlink outreach, mobile optimization, page speed optimization, custom event tracking and analysis, advanced content audit and optimization, voice search optimization, and advanced internal linking optimization.
  • “Advertising Charge” refers to the monthly sum paid in advance by You by the first of the month for Centipede Digital to advertise on Your behalf for the Advertising Services, if any, for the upcoming month.
  • “Advertising Services” encompass specific advertising services Client has chosen to receive, which are offered and/or provided by or through Centipede Digital or an ad provider as specified in the Agreement and/or any amendment.
  • “Basic SEO Strategies” include a selection of potential SEO tactics, such as off-site directory audit, off-site name, address, phone number (“NAP”) audit, Metadata optimization and/or creation, bounce rate and/or click-through rate (“CTR”) analysis, Google My Business (“GMB”) optimization, competitive analysis, on-site NAP audit, internal link optimization, spammy link audit, local business schema audit, and long-tail keyword optimization.
  • “Business”, “Client”, “It”, “You”, or “Your” refers to you, your business or your business name.
  • “Campaign Launch Date” is the date the Website or Advertising Campaign Launches.

  • “Client-provided Content” encompasses all information, including but not limited to, textual, graphic, video, and audio materials, provided by Client to Centipede Digital under this Agreement for publication on or access through the Services or uploaded by Client directly to Website, Social Media or other distribution method.

  • “Content Management System” or “CMS” denotes Centipede Digital's choice of  website management tools (Wordpress, Drupal, Etc), designed to simplify web content creation, modification, and publication on websites without requiring advanced technical knowledge of HTML or other programming languages.
  • “Content Page” refers to content that is up to three hundred (350) words.

  • “Customize” entails Centipede Digital's best efforts to ensure the respective asset closely resembles the look and feel or satisfies any existing Client brand guidelines, including but not limited to, using similar colors to those used in Client’s logo as determined by Centipede Digital.

  • “Customized Responsive Website”, “Centipede Digital Website”, or “Website” refers to a Hosted responsive website that is licensed to Client, utilizing a Website Structural Layout with linked web pages in the English language only, under common control, developed, customized, and/or managed by Centipede Digital for Client. The website will only have textual navigation, use Graphic Design, and Launch with only necessary Website Content (Client may purchase additional content to facilitate Launch); a subdomain or any other domain is considered a separate website.
  • “Eligible Location” refers to a unique, real physical address that Client regularly operates from and meets the current Google My Business eligibility requirements.

  • “Full Marketing Team” consists of a team of Centipede Digital employees, including at least a Centipede Digital Internet Executive (“CDE”) and/or Corporate Account Manager (“CAM”) and other relevant team members based on Your selected Services during the Term.

  • "Graphic Design" includes the Client-approved graphical design that may comprise the desktop, tablet, and/or mobile device’s Home Page and only one (1) Customized interior page Website Structural Layout(s).

  • “Hosting” or “Hosted” refers to a Website or other asset hosted on Centipede Digital's servers (Gocentipede.com), which allows visitors to access them via the internet.

  • “Launch” refers to the date the Website or Ad Campaign is first publicly accessible online after Client approval, projected as eight (4-6) weeks after the later of Centipede Digital’s receipt of the Account Activation and all necessary Client assets, as well as the Client launch call.

  • “Logo” denotes a name, symbol, or trademark for easy and definite recognition of a Party and/or a Party's product.

  • “Monthly Charge” refers to the monetary sum paid in advance by You to Centipede Digital for the Centipede Digital Services and any Advertising Services for the upcoming month.

  • “Organic Primary Location” means Client’s primary business location (Address, City, State ) that Centipede Digital will organically target on the Website or in Advertising Campaigns, only if determined to be an Eligible Location, for your service offering only as determined by Centipede Digital.

  • “Organic Secondary Locations” refers to up to zero (0) of Client’s secondary business location(s), only for those determined to be an Eligible Location, which Centipede Digital will organically target on the same Website or Advertising Campaign as the Organic Primary Location, as determined by Centipede Digital.

  • “Party” refers to either Centipede Digital or Client, and together they are referred to as the “Parties.”

  • “Pre-Launch Graphical Design Edit” denotes a Client-provided request to update the Graphic Design, which is reasonable and within the permissible scope of the project as determined by Centipede Digital.

  • “Pre-Launch Technical Functionality Edit” refers to a Client-provided request to update the technical functionality of the coded Graphic Design, which is reasonable and within the permissible scope of the project as determined by Centipede Digital.

  • “Professional Stock Photography” means up to fifteen (15) images from designated Centipede Digital licensed affiliates and categories for a Website's site-wide design layout prior to Client's approval of the Website's Graphic Design. The Client is responsible for any and all page-specific images, layout images, or content area images.

  • “Centipede Digital”, “Our”, or “Us” refers to Centipede Digital NY, LLC. or Centipede Digital, LLC.

  • “Centipede Digital Charge” means the monthly monetary amount paid in advance by You by the first of the month for the Centipede Digital Services for the upcoming month.

  • “Centipede Digital Content” encompasses all elements of the Centipede Digital Website, including the most recently saved presentation and arrangement of the Website Content (except as expressed herein) and associated elements, such as video and audio materials, coding and command sets, search engine optimization elements, and online screen displays (e.g., screen designs, formats, text, hyperlinks, layouts, typesets, coloration, and graphics), provided by Centipede Digital or developed by the Parties to this Agreement. The Centipede Digital Website excludes, but is not limited to, Centipede Digital Proprietary Technology, Centipede Digital Marketing Pages, or any materials in any form licensed or otherwise acquired by Centipede Digital from third parties.

  • “Centipede Digital Marketing Pages” refers to any Website Content, landing page, practice area page, service area page, and associated content, technology, design, structure, functionality, systems, and any and all associated elements used by Centipede Digital, including but not limited to creating, delivering, maintaining, updating, or analyzing any paid media campaigns under this Agreement.

  • “Centipede Digital Marketing System” or (“CMS”) denotes Centipede Digital's reporting platform, which may include, but is not limited to, displaying (i)website metrics; (ii) paid media campaign metrics; (iii) reputation notifications; and (iv) organic rankings.

  • “Centipede Digital Proprietary Technology” or “Centipede Digital Technology” includes, but is not limited to, all created or to be created utilities, tools, programs, and computer code provided or developed by Centipede Digital or third-party licensors under this Agreement that are used to facilitate creation, maintenance, delivery, analysis, storage, or transmission of the Services, Centipede Digital's Logos, databases, trade secrets, trademarks, patents, purchased and/or owned domain names, call tracking telephone numbers, all elements of the conversion center or chat functionality, CMS services and technology, Centipede Digital Marketing Pages, CMS and its associated databases or systems, including, but not limited to, click-to-call, print-friendly option, email to a friend, scrolling text box, selectable font size option, contact form system, video vault technology and system, spotlight video technology, landing page technology and system, web reporting, heat maps, analytics, technology, systems, reports, or functionality.

  • “Centipede Digital Services” refers to specified services (other than Advertising Services) specified in the Agreement and/or any amendment that the Client has selected to receive, which are offered and/or provided by or through Centipede Digital.

  • “Search Engine Optimization” denotes onsite and/or offsite efforts to further Website ranking organically for relevant Organic Keywords as determined by Centipede Digital.

  • “Services” encompass all services provided under this Agreement, which may include, but are not limited to, those necessary services relating to website development, graphics, design, content, search engine optimization, paid media campaigns, content marketing, social marketing, video, hosting, chat, and online advertising received as part of this Agreement.

  • “Term” refers to the duration of this Agreement, comprising the Commitment Length and all Renewal Terms in which Centipede Digital is providing a Service recited herein.

  • “User Testing” means Centipede Digital’s submission of the Graphic Design to up to ten (10) pre-Launch participants who will provide their respective feedback to Centipede Digital.
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  • “Website Content” collectively refers to the Website's content pages.

  • “Website Structural Layout” denotes pre-created layout elements that Centipede Digital will customize for the Client to swap out logos, images, text, and colors. However, the given structure and functional capabilities, which further specify the size and location of all website elements, graphics, navigation, textual (not graphical) navigation, and all other structural design elements will remain as-is without the possibility of modification.