SEARCH ENGINE OPTIMIZATION SERVICES
The terms in this Section set
forth the terms and conditions of your purchase and use of various online tools
and services offered by Web
Agency Group LLC related to search engine optimization (“SEO”), whether
fee-based, usage based or free of charge including but not limited to, the SEO
Essential, SEO Advanced, Monthly SEO Consulting, and Full Service SEO services
offered by Web Agency
Group LLC. (collectively referred to herein as “SEO Services”).
You acknowledge and agree
that Web Agency Group LLC
reserves the right to use a third-party service provider (the “Service Provider”)
in providing the SEO Services to you and that, where applicable, the Service
Provider shall have certain rights and be subject to certain obligations
hereunder.
1. Proprietary Rights to Content. Web Agency Group LLC and
its Service Provider retain all rights to their respective trademarks, logos
and service marks (collectively, the “Marks”) and nothing in this Addendum or
Agreement grants you or anyone else any right whatsoever to the use of the
Marks. You may not use, reproduce, or display any Marks without their owner’s
prior written consent. All content, images, and materials appearing on this web
site (collectively, the “Content”) are the sole property of the originator and
owner of the Content. Both U.S. and international copyright laws and treaties
protect such Content. You may not use, reproduce, display, or sell any Content
without the owner’s prior written consent. You may not link to any page within
the Web Agency Group LLC
website or frame any portion of the site without the prior written consent of Web Agency Group LLC. You
acknowledge and agree that your website information (name, URL, etc.) may be
utilized by Web Agency
Group LLC and the Service Provider, whereby these possible uses include,
but are not limited to, lists of member sites, general promotional uses, etc.
2. Right of Refusal. Web Agency Group LLC and
its Service Provider reserve the right, in its sole discretion, to refuse any
registration or service activation request for any reason or no reason, and
shall not be obligated to provide any SEO Services to you unless and until it
has charged your credit card for the applicable fees.
3. Use of Services. Web Agency Group LLC will
provide you with the SEO Services for which you register, subject to the terms
and conditions of the Agreement. You acknowledge that the SEO Services may be
offered in various separately priced service levels or packages (“Program Plans”),
and you will only receive the Program Plans that you have registered for, and
for which you are paying all associated fees. Web Agency Group LLC reserves the right to modify,
alter, change, suspend, remove, enhance, supplement, disable access to,
terminate or discontinue all or any portion of the Web Agency Group LLC website and/or SEO
Services at any time in its sole discretion for any reason, without notice,
cost or liability. Neither Web
Agency Group LLC nor its Service Provider will be liable to you or any
third party as a result of such modification or discontinuation of the Web Agency Group LLC
website or SEO Services. You agree that from time to time the Web Agency Group LLC
website and/or SEO Services may be inaccessible, unavailable or inoperable for
any reason without notice, cost or liability. You agree that Web Agency Group LLC and
its Service Provider are not responsible for the functionality of the paid
search services and that while Web Agency Group LLC and its Service Provider may submit changes
to the paid search engines on your behalf, Web Agency Group LLC and its Service Provider
cannot guarantee that the paid search engines will make those changes correctly
or in a timely manner or that they will make the changes at all. You agree that
Web Agency Group LLC
and its Service Provider may place limitations and restrictions on the access
and/or use of the SEO Services including, but not limited to, the access of the
service and the number of changes that may be made within the SEO Services. The
limitations and restrictions may change without notice. You agree to be solely
responsible for any authorized or unauthorized access to your account by any
person, including, without limitation, any charges to your account by Web Agency Group LLC
and/or directly with any cost-per-click or paid inclusion search engines. If
any unauthorized access occurs then you agree that you must notify Web Agency Group LLC via
phone and email immediately, and Web Agency Group LLC will suspend the account until a new
password is in place.
4. Payment and Cancellation of Services.
A. Completion
and submission of any SEO Services order and/or registration authorizes Web Agency Group LLC to
charge the credit card specified in your order or registration for all such
fees corresponding to the selected SEO Service. Unless stated otherwise on Web Agency Group LLC’s
web pages applicable to a given SEO Service, each SEO Service will be provided
and will automatically renew, monthly or yearly, or pursuant to some other
recurring billing period established by Register, depending upon the term
selected by you when you signed up for the SEO Services and any subsequent
changes made to the term by Web
Agency Group LLC. Your credit card will be charged in advance for the
following applicable term’s service. You agree to pay all account charges for
paid search services in advance by a valid credit card acceptable to Web Agency Group LLC and
expressly authorize Web
Agency Group LLC and/or the applicable paid search engine to charge your
credit card for any and all applicable account charges associated with your
account whether these charges are the result of Web Agency Group LLC’s actions, by Web Agency Group LLC on
your behalf or by you.
B. You agree to
pay and be solely responsible and liable for all SEO Services fees and all
charges associated with any of the paid search engines or any other third party
accounts, including, without limitation accounts with the paid search engines,
whether opened directly by you or opened by Web Agency Group LLC on your behalf, arising out
of your use or access of the SEO Services or otherwise. Neither Web Agency Group LLC nor
its Service Provider shall have any responsibility or liability for any such
charges, costs or liabilities. You will not make any claim to any paid search
engine that you will not pay the charges to your account with the particular
paid search engine as a result of the actions of Web Agency Group LLC or its Service Provider or
for any other reason. Any failure to pay the amounts due under the Agreement
will be a material breach of the Agreement.
C. Without
limiting any other rights or remedies available to Web Agency Group LLC under the Agreement or
otherwise, YOU AGREE TO FULLY REIMBURSE WEB AGENCY GROUP LLC FOR ANY COSTS AND EXPENSES
THAT WEB AGENCY GROUP LLC
MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT ANY SUCH
UNPAID AMOUNTS. At any time after activation of an SEO Services, you may cancel
such SEO Service by providing written notice to Web Agency Group LLC, in which case the relevant
SEO Service will terminate on the date specified in the cancellation notice. If
no date is specified, the SEO Service will terminate at the end of the
then-current billing period. Web
Agency Group LLC may cancel, discontinue, or otherwise suspend your SEO
Services at any time for any reason upon notice to you as set forth in the
Services Agreement. Web
Agency Group LLC also reserves the right to terminate or suspend the SEO
Services immediately and without notice in the event that you breach any
provision of the Agreement or any other terms that apply to the SEO Services.
5. Additional Disclaimers. Without
limiting any other disclaimers or provisions contained in the Agreement,
everything on the Web
Agency Group LLC website and all SEO Services are provided to you “AS IS”
AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR GUARANTY OF ANY KIND, WHETHER
EXPRESS OR IMPLIED. WEB AGENCY
GROUP LLC AND ITS SERVICE PROVIDER HEREBY DISCLAIM ALL WARRANTIES,
INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. WEB AGENCY GROUP LLC AND
ITS SERVICE PROVIDER MAKE NO WARRANTIES THAT THE MATERIAL CONTAINED ON THE WEB AGENCY GROUP LLC
WEBSITE IS ACCURATE OR COMPLETE, OR THAT THE WEB AGENCY GROUP LLC WEB SITE OR SEO SERVICES WILL
BE AVAILABLE, OPERATE ERROR-FREE OR WITHOUT INTERRUPTION, OR WILL BE SUITABLE
FOR YOUR NEEDS OR INTENDED APPLICATIONS.
Additionally, the Web Agency Group LLC
website may contain links to other Internet websites or resources. You
acknowledge and agree that neither Regster.com nor its Service Provider are responsible or liable
in any way for (i) the availability or accuracy of such websites or resources,
or (ii) the content, advertising, or products on or available from such
websites or resources. The inclusion of any link on our website does not imply
that Web Agency Group LLC
or its Service Provider endorses any of the linked sites and you agree to use
the links at your own risk.
6. Registration and Account Use.
A. You agree
that any information you provide to Web Agency Group LLC or the Service Provider in connection with
your SEO Services registration and other forms will be true, accurate, current
and complete and you have the authority to provide such information. In
particular, you agree not to misrepresent your identity to Web Agency Group LLC or
the Service Provider. You will notify Web Agency Group LLC of any changes to your
registration data during the term of the Agreement and submit updated
information within fifteen (15) days of any such changes;
B. If you
become a registered user of our website or SEO Services, you may receive a
password for accessing your account information. You are responsible for
maintaining the confidentiality of your password and account and are fully
responsible for all activities that occur using your password or account. You
agree to notify us immediately of any unauthorized use of your password or
account or any other breach of security. Neither Web Agency Group LLC nor its Service Provider will
be liable for any loss that you may incur as a result of any third party’s use
of your password or account, either with or without your knowledge.
Additionally, you agree not use anyone else’s password at any time.
C. By submitting
any information to Web
Agency Group LLC or its Service Provider, you grant Web Agency Group LLC the
right to use this information to provide any services you request and for any
other purpose that is consistent with our Privacy Policy.
D. In addition
to your representations, warranties and obligations set forth in the Agreement,
none of the URLs you submit to Web Agency Group LLC in conjunction with SEO Services or
otherwise shall link to any web page or website that contains any of the
following:
•
nudity,
pornography, or other sexual or adult material;
•
hate propaganda
or material that encourages or promotes illegal activity or violence;
•
content that
violates or infringes in any way upon the statutory, common law, or proprietary
rights of others, including but not limited to copyrights, trademark rights,
patents, or any other third party intellectual property, contract, privacy, or
publicity rights;
•
material that
promotes or utilizes software or services designed to deliver unsolicited
email;
•
material that
violates any local, state, or national law or regulation;
•
misrepresentations
or material that is threatening, abusive, harassing, defamatory, obscene,
profane, indecent, or otherwise objectionable, offensive, or harmful; or
•
other material
that Web Agency Group LLC,
in its sole discretion, deems inappropriate, including any violations of
standards posted on the Web
Agency Group LLC web site or sent to you by email.
E. You further
agree not to copy, sell, redistribute, license, sublicense, or otherwise
transfer your account, or any materials provided to you in connection with the Web Agency Group LLC
website and/or SEO Services, to any third party without Web Agency Group LLC’s written consent.
F. You further
agree to comply with all local, state, and federal laws and regulations
governing your actions under these Terms of Use.
G. Additionally,
you hereby authorize Web
Agency Group LLC and its Service Provider to perform all Services
hereunder on your behalf with each applicable paid search engine, including,
without limitation, the opening of or changes to your accounts with each
applicable paid search engine. Upon request by Web Agency Group LLC, you shall immediately
provide a written statement in a form acceptable to Web Agency Group LLC and any applicable
paid search engine confirming Web Agency Group LLC and the Service Provider’s authority listed
within this Addendum. Without limiting its other remedies, Web Agency Group LLC may
refuse or cancel your account or SEO Services at any time for any violation of
the foregoing promises. To assure compliance with the criteria set forth
herein, Web Agency Group
LLC and its Service Provider reserve the right to monitor the content of
the web pages or websites that you use in conjunction with the SEO Services or
otherwise correspond to the URLs you submit to the SEO Services.
7. Additional Limitations of Liability. If
you do not agree with the Agreement or if you are not satisfied with our
website or any of the SEO Services, your sole remedy is to discontinue your use
of the website and SEO Services. IN ADDITION TO THE LIMITATIONS ON LIABILITY
SET FORTH IN THE AGREEMENT, NEITHER WEB AGENCY GROUP LLC NOR ITS SERVICE PROVIDER WILL BE LIABLE TO
YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND
OR NATURE INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA,
AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, RELATING
TO OR ARISING OUT OF YOUR USE, MISUSE, CHANGES TO, INACCESSIBILITY OR INABILITY
TO USE THE WEB AGENCY
GROUP LLC WEB SITE OR SERVICES, THE SEO SOFTWARE, ANY DATA, OR PAID
SEARCH ENGINE WEB SITE OR INTERFACE; OR THE UNAUTHORIZED ACCESS TO, FAILURE,
DELAY OR ALTERATION OF ANY DATA OR TRANSMISSION; ANY DATA STORED, SENT OR
RECEIVED OR NOT STORED,SENT OR RECEIVED; ANY AGREEMENT OR TRANSACTION ENTERED
INTO AS A RESULT OF YOUR USE OF THE WEB SITEOR SEO SERVICES OR THROUGH THE WEB AGENCY GROUP LLC WEB
SITES AND SERVICES; ANY DATA FROM A THIRD PERSON ACCESSED ON OR THROUGH THE WEB
SITES OR SERVICES WHETHER YOUR CLAIM MIGHT BE BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WEB AGENCY GROUP LLC OR
ITS SERVICE PROVIDER HAVE BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGE. IN NO
EVENT SHALL WEB AGENCY
GROUP LLC’S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY
YOU FOR THE SERVICES, BUT IN NO EVENT GREATER THAN FIVE HUNDRED DOLLARS
($500.00). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR
LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOUR ACCEPTANCE OF
THIS LIMITATION OF LIABILITY IS AN EXPRESS PRECONDITION TO YOUR USE OF THE WEB AGENCY GROUP LLC WEB
SITE AND SEO SERVICES.
Without limiting the
foregoing, neither Web
Agency Group LLC nor the Service Provider is responsible for any of your
data residing on their respective hardware. You are responsible for backing-up
your data and information that may reside on Web Agency Group LLC or the Service Provider’s
hardware, whether or not such information is produced through the use of the Web Agency Group LLC web
site or SEO Services.
8. Indemnification. In addition to your
indemnification obligations set forth in the Agreement, and without limiting
the foregoing, you further agree to defend, indemnify, and hold harmless Web Agency Group LLC and
the Service Provider, their officers, directors, employees, agents, and
partners, from and against any third-party claims, actions, demands,
liabilities, expenses, and costs (including without limitation reasonable legal
and accounting fees) arising from or related to (i) your use of the Web Agency Group LLC
website and SEO services, (ii) your violation of this Addendum and/or the
Agreement (including the Acceptable Use Policy), or (iii) your violation of any
laws, regulations, or third-party rights.