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| Following are the Terms of Service for Crown SEO, Ltd.: | ||||
| 1. Service Description | ||||
| A. Optimization Process: Upon receipt of Client’s acceptance and payment, Crown SEO will provide the following services: | ||||
| I. Crown SEO will perform a reverse matrix analysis of Client’s website and its infrastructure which includes a thorough analysis check. Crown SEO will also analyze H1 tags, description tags, Meta tags and links. Based on the analysis, Crown SEO will offer recommendations for infrastructure and other technological improvements that are critical for gaining top placements in search engines. | ||||
| II. Once Crown SEO has become more knowledgeable with Client’s industry and/or geographical demographics, Crown SEO will perform keyword research and identification using sophisticated analysis tools that include, but aren’t limited to, providing the following data: how many websites already are competing for particular keyword/phrases; how often particular keyword/phrases were used in searches during the previous months; and other pertinent facts to assist the Client in making a knowledgeable selection of keywords that will produce the highest level of search engine placements for the Client’s website when typical users conduct a search. | ||||
| III. Once the Client has made his/her final keyword selection Crown SEO will create the Meta information, which search engines seek to determine a website’s relevancy. While creating the Meta information, Crown SEO will verify proper keyword density, and distribution and frequency within the Meta information to accurately match search engine algorithms. | ||||
| IV. Crown SEO will forward the meta information to the Client requesting it to be uploaded to all of client’s WebPages. | ||||
| V. Once Crown SEO has been notified by the Client that the code has been uploaded to the website, Crown SEO will then submit Client’s website to the major directories and search engines. | ||||
| B. Maintenance: Following the optimization process above, Crown SEO will provide ongoing optimization and submission services in order to maintain and improve Client’s rankings. | ||||
| C. Proof of Service: Crown SEO will provide monthly reports that document the Client’s website rankings among major search engines. These reports will be the sole measure of Crown SEO performance and proof of service. The parties agree that no other action by Crown SEO is required for conclusive proof of Crown SEO service and performance under this contract. | ||||
| D. Trademark disclosure: The Client acknowledges that Crown SEO's sole obligation is to provide the services described in this Agreement, consisting of recurring search engine optimization efforts for the Client’s Web site. Crown SEO will optimize Client’s web pages for key phrases approved by Client. Crown SEO does not perform a trademark search on phrases approved by the Client. The Client may only use Client-owned trademark or product names and generic industry terms relevant to Client web site. Some common terms have been trademarked in the past and search engines may disallow use of such terms. Client is hereby advised that the result of such trademark infringement is the sole and exclusive responsibility of Client. | ||||
| E. Separate Charges: The search engines and directories perform changes outside of Crown SEO or Client’s control and results will vary from month-to-month. Crown SEO is a search engine optimization and placement system consisting of redundant processes and techniques considered to be the Intellectual Property of Crown SEO. Crown SEO is not responsible if search engines pick-up and register hyperlinks into a database. Any text picked-up by an engine or directory is at the discretion of the engine or directory. No third-party, Crown SEO included, can stop a search engine or directory from truncating or re-arranging text in a hyperlink. | ||||
| 3. Payment Terms, Cancellations and Late Fees: Client agrees to pay Crown SEO the fees as described in this ¶ 3, as follows: | ||||
| A. Electronic Payment. At the time Client makes the initial payment, Client will elect to use PayPal or a credit card. Such payment must clear prior to any obligation on the part of Crown SEO to start the optimization work, keyword research and generation and website infrastructure analysis. | ||||
| B. Automatic Electronic Billing. Client agrees that Crown SEO may bill all subsequent charges hereunder through the credit facility elected by Client in ¶ 3. A., above on a monthly basis as set forth herein. | ||||
| C. Subsequent Payments. After the initial Optimization Process, the Client agrees to pay the monthly fee for ongoing optimization maintenance and services. | ||||
| D. Amount of Fees & Costs. Our time charges are $200.00 per hour charged on a monthly basis. If there are any costs incurred in Client's behalf, client is responsible for the same. Such costs may include, but are not limited to, hosting fees, special purpose software purchases, delivery charges, international phone charges. Any such charge for costs will be discussed with client prior to being made if the amount is higher than $25.00 in any monthly period. | ||||
| E. Subsequent payment procedures. All invoices are due upon receipt; Crown SEO will assess a $100 late fee for payments not received within 30 days of the monthly invoice date. Any invoices 60 days past due will be transferred to collection service and the Client will be responsible for all late fees and legal and collection fees and interest at the rate of one and one-half percent per month beginning on the first day after payment is due. | ||||
| 4. Indemnification. To protect Crown SEO from any client attempting to use a competitor’s name or trademark, Client assumes responsibility for all key phrases and agrees to hold Crown SEO, its employees, agents, officers, and directors harmless from any claims or actions arising from any violation of trademark protection by the Client. IN NO EVENT IS EITHER PARTY LIABLE TO THE OTHER FOR EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, SAVINGS OR REVENUES, OR THE CLAIMS OF THIRD PARTIES INCLUDING END USERS, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP OF CLIENT AND Crown SEO. | ||||
| 5. Liability Limitation. Neither Crown SEO nor Client is liable for delays in delivery and/or non-delivery in the event of an act of God, action by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood, insurrection, riot, explosion, embargo, strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, or any condition beyond such parties control affecting production or delivery in any manner. | ||||
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6. Binding Arbitration of all Disputes.
This agreement is governed, controlled, interpreted and
defined by and under the laws of the United States,
without regard to the conflicts of laws provisions there
of. Any and all disagreements between the parties hereto
shall be resolved by binding arbitration before the
Better
Business Bureau of the Southland ("BBB") pursuant to
the Federal Arbitration Act, 9 USC 1, et seq.,
in Los Angeles, California. Crown SEO, Ltd. is a Member of the BBB through
Jury dot
Com, Ltd. (JURY), a California business trust, which
owns, operates and controls Crown SEO. Crown SEO can be contacted via the following information: Crown SEO c/o |
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| 7. Entire Agreement: This Agreement, including all exhibits, constitutes the entire agreement between the parties with respect to the subject matter to this Agreement, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. | ||||
| 8. General: The following general terms apply to this agreement: | ||||
| A. Transmission of Acceptance, New Terms, etc. Any waiver, amendment or other modification of any provision of this Agreement will be effective only if in writing and signed by Client and Crown SEO. This agreement may be transmitted by facsimile, or through the internet by transmission invoked by the Client or Crown SEO. The parties may close the Agreement, by exchanging fax signatures or by the exchange of digital signatures pursuant to applicable Digital Signature Acts. | ||||
| B. Intellectual Property Rights. Client acknowledges and agrees that Crowns SEO's services constitute confidential and proprietary information of Crown SEO and its licensors and embodies trade secrets and intellectual property of Crown SEO and its licensors protected under United States copyright and other laws and international treaty provisions. Client further acknowledges that all right, title, and interest in and to all parts of Crown SEO, including, without limitation, associated intellectual property rights, are and shall remain with Crown SEO and its licensors. Client shall not, and shall cause its employees and agents not to, disclose or transfer any portion of Crown SEO's services to any third party. Client further agrees not to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, sublicense, distribute, remarket or otherwise dispose of any portion of Crown SEO's intellectual properties. Client hereby acknowledges that, if Crown SEO at any time or from time to time performs any customizations or modifications to Crown SEO's Services, all rights and interests to such customizations or modifications shall be the sole property of Crown SEO. | ||||
| C. Notice Per California Civil Code §1789.3. The following information is presented for California domiciliaries only. Clients who are domiciled in California are hereby notified that between Client and Crown SEO are to be resolved pursuant to ¶ 6 (above) by binding arbitration before the BBB in Los Angeles, California and that the Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N Street, Suite 501, Sacramento, California 95814 or by telephone at 1-916-445-1254. | ||||
| D. Export Control. Client agrees not to export or re-export any potion of Crown SEO's services outside of the United States in violation of any law, statute, regulation or court holding applicable thereto. Client further agrees to comply with all United States laws, rules, regulations and court case holdings relating to the export, re-export or transshipment of Crown SEO's services. | ||||
| E. Force Majeure. Either party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay. | ||||
| F. Rules & Regulations. Crown SEO may at any time issue rules and regulations which, 30-days after notice thereof to Client shall be fully enforceable. | ||||
| G. Amendments to Agreement. Crown SEO may at any time amend these Terms and Conditions, the terms of any other agreement between Crown SEO and Client or any procedures followed by Crown SEO and such amendments shall be fully enforceable 30-days after notice thereof to Client. | ||||
| H. Exclusion of Warranties. Crown SEO PROVIDES ITS SERVICES HEREUNDER ON AN "AS IS" BASIS AND WITHOUT ANY WARRANTY OF ANY KIND, whether express or implied, including, but without limitation, any implied warranty of merchantability, or fitness for a particular purpose. While Crown SEO makes reasonable efforts to maintain Crown SEO service, many factors are not within Crown SEO's control. Therefore, Crown SEO does not warrant, and is not responsible for (even if caused by the negligence of Crown SEO) any loss of data, delays, non-delivery or misdelivery of information, lack of access, slows response time, or service interruptions or errors. Loss, delay or non-delivery of data can be due to but not limited to Crown SEO's own negligence, viruses or other third parties. Client's data is defined as any data held by Crown SEO and includes account information, web hosting data, email and domain name services. This disclaimer and waiver shall apply equally to any and all third party providers. Crown SEO provides no warranty to Client regarding the accuracy of usage statistics, which Crown SEO may provide in its discretion. Further, no advice or information given by an Crown SEO representative shall create a warranty or serve as an amendment to this agreement. | ||||
| I. Pricing. Crown SEO has the right to change prices, or add or delete product features of any existing product or service. The right to change products or services extends to any software supporting a product or service. Crown SEO reserves the right to change prices or material features at any time upon 30 days prior notice. Crown SEO reserves the right to institute new fees or new material features at any time upon 30 days prior notice. Crown SEO has the right to discontinue products or services and the right to remove or reassign IP addresses of a Client's web site. Crown SEO also has the right to deactivate a Client's service with a thirty (30) day notice. Except for certain products and services specifically identified as being offered by Crown SEO, Crown SEO does not control any materials, information, products, or services on the Internet. The Internet contains unedited materials, some of which are sexually explicit or may be offensive to you. Crown SEO has no control over and accepts no responsibility for such materials. You assume full responsibility and risk for use of the services and the Internet and are solely responsible for evaluating the accuracy, completeness, and usefulness of all services, products, and other information, and the quality and merchantability of all merchandise provided through the service or the Internet. | ||||
| J. Limitation of Liability & Damages. THE TOTAL AGGREGATE LIABILITY OF CROWN SEO TO CLIENT SHALL BE LIMITED TO THE AMOUNT PAID TO CROWN SEO BY CLIENT HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING A CLAIM IN WHICH CROWN SEO IS LIABLE TO CLIENT. IN NO EVENT SHALL CROWN SEO BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED UPON BREACH OF CONTRACT, TORT, OR OTHERWISE AND WHETHER OR NOT CROWN SEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. | ||||
| 9. Advice. Crown SEO is neither a lawyer nor a law firm and is not associated with any law firm and does not have a lawyer in its employ. Crown SEO thus cannot and will not provide legal advise. It is the sole responsibility of Client to ensure that any copy provided by Crown SEO for Client's website is in conformance with all rules, regulations and laws applicable to Client, Client's Professional License (if any) and industry. Thus, it is Client's responsibility to clear all website content with the lawyer of Client's choice prior to giving Crown SEO the authority to publish such content on the internet, or otherwise. | ||||
| 10. Indemnification. Client shall indemnify and hold Crown SEO harmless against all third party claims, demands, suits, actions, judgments, losses, costs, damages (direct, indirect and consequential), attorney's fees and expenses that Crown SEO may sustain or incur by reason of any breach or alleged breach of any term or condition of this Agreement for any act or omission of Client or its Clients which are in any way related to the services rendered to Client by Crown SEO. | ||||
| 11. Guarantees, Warranties or Promises. Crown SEO cannot and does not provide Client any guarantee, warrant or promise that its efforts will result in any particular results. It is not possible to promise results in search engine optimization. Nevertheless, Crown SEO does promise to use its best efforts to produce the maximum result possible given the nature of the Client's business, the level of competition inherent in such business, the requirements of the various search engines and general economic conditions over which, after all, Crown SEO has no control. There is no other, or further, guarantee, warranty or promise made. | ||||
| 12. Sums Earned Upon Receipt: Except in hourly agreements, all sums are earned upon receipt and in event of cancellation of agreement by Client any amount paid for advance periods will be returned; however, current period efforts shall be paid for with the sum paid for such period. In cases of hourly agreements, a closing bill will be sent with charges to date computed at the rate of $200.00 per hour for all SEO and PPC work completed to the day of cancellation. | ||||
| 13. Geographical Exclusives (GEOS): Crown SEO will for certain professions such as physicians and surgeons, lawyers, and other geographically-driven businesses provide a written undertaking that it will accept no direct competitor within a defined GEO which, for these purposes shall be designated as either a limited number of ZIP codes or a radius drawn around the place(s) of business of the customer. The determination of the GEO shall be solely within the discretion of Crown SEO and is not determined by customer. | ||||