Terms and Conditions

Website Development and Domain Names/URLs -Additional Terms and Conditions

1. Introduction. These Website Development and Domain Name/URL Additional Terms and Conditions are incorporated into and form a part of the agreement between Customer and Publisher applicable to the Website Development, Maintenance and Domain Name/URL Services (“Services”) to be provided by Publisher to Customer. In the event of any conflict between these Additional Terms and Conditions and the Terms and Conditions set forth in the Agreement between Customer and Publisher, these Additional Terms and Conditions shall be controlling.
2. Services. Publisher will develop, design and build a custom website (“Website”) for Customer. Publisher will maintain the Website for the duration of the term of the Agreement between Customer and Publisher. Publisher will also purchase a domain name/URL on behalf of Customer.
3. Domain Names/URLs. Once a domain name/URL is acquired by Publisher for Customer it may not be changed or exchanged and Customer will not receive a refund for any domain name/URL Customer decides not to use. The domain name/URL remains the property of Publisher for the entire term of the Agreement between Customer and Publisher. At expiration of the term of the Agreement and upon payment to Publisher of all amounts then owing by Customer and any applicable costs of transferring the domain name/URL from Publisher to Customer, Publisher will transfer the domain name/URL to Customer.
4. Policies. Publisher reserves the right to amend these Additional Terms and Conditions and to establish and revise its standards, policies, practices, specifications, technical requirements and schedules with respect to the Services (collectively, the “Publisher Policies”). Customer agrees that a change in Publisher Policies may be published or linked by or through Publisher and shall not entitle Customer to any reduction in the amounts payable for the Services by Customer to Publisher.
5. Payment Terms. Customer agrees to pay for the Services as provided in the Agreement. Customer will pay an initial set-up fee and a monthly fee for Publisher’s maintenance of the Website.
6. Website Content and Intellectual Property Rights. All tangible and intangible works of any kind (including, without limitation, text, graphics, images, illustrations, artwork, maps, photographs, fonts, visual and audio recordings, Website, software, codes, HTML and other content, in whatever form or media) designed, developed, created or procured by Publisher in connection with the Services will be the sole and exclusive property of Publisher, except for: (i) “Customer Content,” which means all content that Customer provides to Publisher, including, without limitation, listing information, any trade name, trademark, trade secret, service mark, copyright, patent or other intellectual property right, any URL or domain name and any required disclosure, explanation, rule, term or condition of use related to any Advertising and (ii) any content that Publisher licenses from a third party content provider for use in connection with such Services, including, without limitation, graphics, text and photographs (collectively, “Third Party Content”). The use of any and all Third Party Content will be subject to all restrictions and obligations imposed by the third party provider of such content (“Third Party Restrictions”).
7. Customer Content. Customer agrees that Customer will produce and deliver any and all Customer Content in accordance with all applicable specifications, schedules, guidelines, procedures, deadlines, format and technical requirements as Publisher may establish from time to time (collectively, the “Publisher Schedules”). Customer acknowledges that Customer’s failure to comply with any Publisher Schedule may cause the Services to be delayed or refused and Customer agrees that Publisher will have no liability for any such delay or refusal. If Publisher determines, in the exercise of its sole discretion, that Customer has violated Customer’s obligation to comply with the Publisher Schedules, then Publisher may temporarily and/or permanently suspend its provision of, and Customer’s access to and use of, any Services, in whole or in part, without prior notice.
8. Customer Responsibility. Customer assumes sole responsibility for (i) the protection of the trade names, trademarks, trade secrets, service marks, copyrights, patents and other intellectual property rights in any Customer Content appearing in Advertising or on a Website; (ii) conducting any copyright and trademark searches and other similar activities which may be necessary in relation to any domain name contained in Customer Content (including those that Publisher may register for Customer); and (iii) including appropriate copyright and trademark notices with Customer Content. Customer agrees to ensure the accuracy of all materials provided to Publisher for incorporation on the Website including, without limitation, content, claims, warranties, nature of business and contact information for Customer. Customer further agrees that it is responsible for ensuring that the Website conforms to all local, state and Federal laws.
9. Publisher Rights. Customer agrees that Publisher will have the continuing right, in the exercise of its sole discretion, to review, select from or among, revise or reject any Customer Content for any reason, including but not limited to unsatisfactory technical quality, inconsistency with any Publisher Policies, or non-compliance with the agreement. Notwithstanding such right, Publisher will have no liability whatsoever to Customer or any third party for any Customer Content included in any Advertising or on a Website and Customer shall be solely and exclusively liable therefore. If Customer provides information that is untrue, inaccurate, incomplete, or Publisher has reasonable grounds to suspect that such information is untrue, inaccurate or incomplete, Publisher, at its sole discretion, may suspend or terminate the Services. Publisher has the right to remove any content at its sole discretion. Customer bears all risk associated with the use of any content.
10. Disclaimer and Limitation of Liability. Publisher makes no representation, warranty or guarantee, express or implied, concerning the Website or the Services, except as set forth herein. Publisher expressly disclaims all other warranties, express or implied, including without limitation any warranty of merchantability and fitness for a particular purpose. Publisher will not be liable for any consequential, special, indirect, exemplary, punitive, or other damages whether in contract, tort or any other legal theory, even if advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy. Publisher’s aggregate liability to Customer is limited to amounts paid or payable to Publisher by Customer for the Services giving rise to the claim. Remedies set forth in this section 9 shall be Customer’s sole and exclusive remedies for any claims Customer may have under the Agreement.
11. Indemnification. Customer shall indemnify and defend Publisher, its agents, affiliates, and licensors from all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees and expenses, and third party claim or liability (collectively, “Liabilities”) arising out of Customer’s use of the Services and Website or Customer’s breach of the agreement. Specifically, Customer agrees to defend, indemnify, and hold harmless Publisher, its agents, affiliates, and licensors from, against, and in respect of: (i) any and all losses, damages or deficiencies resulting from any third party claim in connection with Customer’s Website or the URL and (ii) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including reasonable attorneys’ fees and expenses.
12. License. Customer hereby grants to Publisher a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, perform, prepare derivate works based on and distribute (for Publisher’s sole benefit and in any form or media now known or hereafter developed, and in any and all languages) Customer Content: (i) in connection with the design, development, creation, display and publication of the Website (or any derivative thereof); (ii) in connection with Publisher’s provision of Services; and (iii) in any Publisher marketing or promotional materials. Without limiting the generality of the foregoing, Publisher shall have the right (i) to sub-license to third parties any or all of the rights afforded to Publisher in the preceding sentence and (ii) to license to third parties the right to use, copy, record, modify, display, publish, perform and distribute the Website (and any portions thereof) in any form or media now known or hereafter developed, subject to (a) any Third Party Restrictions governing any Third Party Content contained in the Advertising and (b) such other terms and conditions as Publisher may deem appropriate. Publisher and its third party sub-licensees may use any presently existing and future means of communication or transmission in the exercise of any of the rights and licenses granted above. Customer further grants Publisher the right and license to make a reasonable number of archival or back-up copies of the Website as deemed necessary at Publisher’s sole discretion. Publisher is not responsible for returning Customer files, documents or other items provided by Customer.
13. Customer’s Additional Representations and Warranties. Customer represents, warrants and covenants that Customer has the necessary rights to provide all information required under the Agreement (including all content, data, data feeds, listings, titles, URLs, descriptions) for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein: (a) do not violate any law, statute, ordinance, treaty or regulation or policy or guideline of Publisher; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; and (f) will be free of viruses, worms, bots or other computer programming routines that may potentially damage, interfere with, intercept or expropriate any system data or personal information.
14. Force Majeure. Publisher shall not be liable for any default or delay in the performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by forces beyond Publisher’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, power outages, supply shortages or the failure of Customer or any third party to perform any commitment relating to the production or delivery of any equipment or material required for Publisher to perform its obligations hereunder.
15. Availability of Services. Publisher shall use commercially reasonable efforts to attempt to provide the Services, including access to Customer’s Website, in a manner that will not disrupt Customer’s business. Customer acknowledges and agrees that from time to time the Website may be inaccessible or inoperable for various reasons, including but not limited to (i) maintenance procedures or repairs performed by Publisher; (ii) equipment failures; (iii) congestion of the network; or (iv) interruption of telecommunication or digital transmission link. Customer acknowledges and agrees that Publisher is not liable for these periodic interruptions in Website availability and further acknowledges that Publisher does not guarantee Website accessibility on a continuous and uninterrupted basis.
16. Suspension or Termination. Publisher reserves the right to deny, terminate, or suspend Services without notice if, in Publisher’s sole discretion, the Services are used by Customer in a manner that violates or may violate any custom, use, practice, rule, law, statute or regulation, and Publisher reserves the right to reject, alter, modify, or remove Customer’s Website, website domain name, URL address, or any website content (including, but not limited to, any language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) which Publisher in its sole discretion deems to be (i) infringing on a propriety interest of a third party, including without limitation, any copyright, trademark, domain registration right, trade secret, or patent right, or (ii) stating or implying that Publisher endorses the Customer’s products or services, or (iii) illegal, pornographic or obscene. Publisher may, in its sole and exclusive discretion, suspend or terminate Customer’s Services and take down Customer’s Website without notice if Customer violates any provision of the Agreement or these Additional Terms and Conditions.
17. Additional Publisher Rights. Publisher shall have the right to display Customer’s Website in marketing and promotional materials and on Publisher’s website.

Search Engine Optimization Services Agreement

1. Introduction This Search Engine Optimization Services Agreement (this “Agreement”) is hereby entered into between Customer and Publisher. Publisher executes an online marketing strategy that will impact Customer’s website related to its organic rankings in the major search engines. It is agreed that Publisher’s efforts will be to promote the keyword phrases combined with GEO terms set forth above in accordance with the terms and conditions contained in this Agreement.

1. SEO Services Publisher agrees to provide Customer with Search Engine Optimization Services (the “SEO Services”) as described in this Agreement. Publisher is authorized to use the specific keywords and/or phrases combined with the GEO terms set forth above for development, improving the ranking of, and/or positioning the contents of Customer’s URL in the major search engines. Currently, the major search engines are Google, Yahoo and Bing. Publisher’s SEO Services will include but are not limited to: publishing relevant content on third-party websites to improve Customer’s ranking factor; editing and/or optimizing Customer’s website for various html tags, metadata, page titles and page text as necessary; providing analysis and recommendations on optimal website structure, navigation and code for best SEO purposes; recommending, as required, additional web pages or content for the purpose of ranking keyword/phrase searches in the major search engines; and researching additional keywords and phrases to select appropriate, relevant search terms that provide authoritative ranking factor.

1. Customer Contract Customer is entering into Publisher’s standard form of customer contract (the “Contract”) simultaneously with Customer entering into this Agreement. The parties agree that the terms and conditions of the Contract shall apply, except in the event of any conflict between the terms of this Agreement and the terms of the Contract, in which case, the terms of this Agreement shall be controlling.

1. Fees Customer agrees to pay Publisher a monthly fee for the SEO Services as set forth in the Contract. Fees are payable monthly in advance. Customer shall authorize payment to Publisher by automatic debit to Customer’s credit card or checking account. Publisher may suspend the SEO Services in the event that payment of such fee is not received by the applicable due date.

1. Term; Autorenewal; Cancellation The term of this Agreement (“Term”) is as follows: customers agree to a twelve (12) month period commencing on the Start Date, after which this Agreement will renew automatically on a month-to-month basis. Customer may cancel the SEO Services at any time following the initial Term on thirty (30) days prior written notice to Publisher. The Start Date is the date on which any SEO Services are first provided.

1. Customer Responsibilities Publisher is authorized to use the specific keywords and/or phrases specified by Customer on the SEO Keyword Phrases and GEO Terms List set forth above for improving the ranking of, and/or the positioning of Customer’s URL in the search engines and/or directories that are used by the general public. Publisher is also authorized to use all information provided by Customer to assist in copywriting and programming as directed by Customer. For the purposes of providing these services, Customer agrees:To provide, if possible, remote access to Customer’s website files using FTP Software to allow Publisher to upload new pages and make mutually agreed changes in order to achieve and maintain positioning. Customer must provide Publisher with all current passwords and user IDs needed for Publisher to gain such FTP remote access. Publisher will maintain the confidentiality of the passwords and user IDs.That if FTP remote access is not possible, Customer agrees to provide an email address of a technician who can upload changes to Customer’s website requested by Publisher on a timely basis. Publisher cannot be held responsible for delays once the technician has been notified of the upload request. A copy of the request will be sent to Customer.To provide permission and access to Customer’s website to install proper analytics and search engine optimization codes. If codes cannot be installed, Publisher will not be able to provide reports to Customer.That Publisher will not be responsible for lost data, corrupt servers, or any other occurrence that may or may not be a result of work performed by an employee or contractor of Publisher.To provide access to raw log files or existing statistical reporting to facilitate website traffic reporting.To authorize Publisher to use all Customer logos, trademarks, website images, etc. for use in creating additional pages (if needed) and any other uses that may be deemed necessary.To work with Publisher to add additional text content to Customer’s website, as necessary.To provide, if applicable, access to Customer’s social media accounts (such as Facebook and Twitter) to allow Publisher to post content on Customers behalf.With regard to video ad postings, to request changes within five (5) business days of Customer’s receipt of the email notification containing a link to preview the video (i.e. video proof). If a change request is submitted, Customer agrees to request any additional changes within two (2) business days of receipt of the email notification containing a link to the second video proof. Any subsequent changes shall be made to live videos, if needed.

1. Customer Acknowledgments With respect to the SEO Services, Customer acknowledges and agrees as follows:Publisher has no control over the policies of search engines with respect to the types of websites and/or content that they accept now or in the future. Customer’s website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, Publisher does not guarantee positions or traffic levels for any particular keywords, phrases or search terms but will make reasonable efforts to increase rankings.Occasionally, search engines will stop accepting submissions for an indefinite period of time. Publisher does not control search engine policies, nor does Publisher claim to have a special partnership or relationship with any of the search engines.Occasionally, search engines will drop listings for no apparent or predictable reason. Often listings will “reappear” without any additional submissions. Should the listing not reappear, Publisher will resubmit Customer’s website and/or relevant listings information based on the current policies of the search engine in question.Publisher reserves the right, but has no obligation, to consult with Customer regarding social media content and posting.Publisher is not responsible for changes made to Customer’s website by other parties that adversely affect the search engine or directory rankings of Customer’s website.

1. Reports and Analysis Publisher will provide Customer with regular reports in accordance with the level of service purchased by Customer. Customers in the platinum seo plan will receive quarterly reports. Customers who are not on the platinum seo plan will receive reports upon request. 

1. DISCLAIMER OF WARRANTIES EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PUBLISHER DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS TO CUSTOMER OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. FURTHER, PUBLISHER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WIL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF DATA OR TRANSMITTED INFORMATION.

1. LIMITATION OF LIABILITY IN NO EVENT SHALL PUBLISHER, OR ANY AFFILIATE, AGENT OR SERVICE PROVIDER OF PUBLISHER, BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE) WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF PUBLISHER AND/OR ITS AFFILIATE, AGENT OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF PUBLISHER, OR ANY OF PUBLISHER’S AFFILIATES, AGENTS OR SERVICE PROVIDERS,TO CUSTOMER UNDER ANY AND ALL CIRCUMSTANCES EXCEED THE AGGREGATE SEO SERVICE FEES PAID BY CUSTOMER TO PUBLISHER DURING THE SIX MONTHS PRECEDING THE DATE OF OCCURRENCE OF THE ACT OR OMISSION GIVING RISE TO THE LIABILITY.

1. Complete Agreement This Agreement and the Contract sets forth the entire agreement between Publisher and Customer and supersedes any and all prior oral and written agreements between them. This Agreement may not be altered, amended or modified except by a further writing signed by each of the parties. Customer acknowledges that the sales representative of Publisher has no authority to make any changes to this Agreement or to commit Publisher to any guarantee of performance not expressly set forth in this Agreement. Customer acknowledges and agrees that Customer has read this SEO Services Agreement in its entirety, and that the terms and conditions set forth or referred to herein are agreed to by the Customer.