RELEASE OF LIABILITY
CLIENT acknowledges the following with respect to services:
IYBS Local has no control over the policies of search engines with respect to the type of websites and/or content they accept now or in the future. The CLIENT’s website may be excluded from any directory at any time at the sole discretion of the search engine or directory.
- Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, IYBS Local does not guarantee #1 position or consistent top 10 positions for any particular keyword, phrase or search term.
- Due to the unpredictable nature of search engines, the IYBS Local is not responsible for any loss of revenue due to the ranking or placement or the lack of such for the CLIENT?s website within the search engines.
- IYBS Local is not responsible for changes made to the Web site by other parties that adversely affect the search engine rankings of the CLIENT?s Web site.
- IYBS Local is not responsible for other parties overwriting SEO work on CLIENT?s site (e.g. CLIENT?s webmaster making changes and uploading over work already provided). The CLIENT will be charged an additional fee for re-constructing Meta Tags, or other undesirable overwrites made by another party.
- CLIENT guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to the IYBS Local for inclusion on the website or marketing materials, are owned by CLIENT, or that the CLIENT has received permission from the rightful owner(s) to use each of the elements. The CLIENT will hold harmless, protect, and defend the IYBS Local and its subcontractors from any liability or suit arising from the use of such elements.
- Some search engines, directories, and article/press release publication sites may take as long as 3 to 6 months, and in some cases longer, after submission to list your site or publish the submitted content. Occasionally, search engines and publication sites will stop accepting submissions for an indefinite period of time. The CLIENT understands that although work will be done to publish content, and submit their business into online directories, publication of content and successful directory submissions are not guaranteed.
- Links that have been built to the CLIENTs website are not guaranteed to last forever. The lifetime or duration of a link built to the CLIENT?s website is dependent on the webmaster of the corresponding webpage containing the back-link and the search engines decision to index the page containing the back-link. The IYBS Local will make its best effort to build links that will last longer, as opposed to shorter. When links built to the CLIENT?s website are documented on the work report, the IYBS Local does not hold liability or responsibility for links that are no longer active or for broken links.
- Certain factors can take a website offline or tell the search engines to not index a particular website or webpage. If a website goes offline or is de-indexed by the searched engines because of malware, a virus, robots txt, or another miscellaneous reason, the IYBS Local does not hold liability for this.
- Not all components of the marketing campaign are reportable. The CLIENT agrees not to hold The IYBS Local liable for such line items in which no work report is provided.
- IYBS Local’s obligation to perform Services hereunder shall be excused without liability when prevented by strike, act of God, governmental action, accident, act of war, act of terrorism or any other similar condition that is beyond its reasonable control. CLIENT?s obligation to pay any fees shall continue except during any suspension due to IYBS Local?s inability to perform under the Agreement/s.
- IYBS Local?s obligation to perform Services hereunder shall be excused without liability when CLIENT does not perform in accordance with CLIENT?s obligations under the Agreement/s. The IYBS Local agrees to resume performance of Services as soon as practicable following cessation of such condition.
- IYBS Local makes no representations or warranties, whether written, oral, express or implied, with respect to the services, including, without limitation, all reports, summaries, information or recommendations prepared or issued, or additional services, if any, or with respect to any other matter hereunder. Each party hereby expressly disclaims any and all implied warranties.
- Limitations of liability and damages. In no event shall either party be liable, whether in contract or in tort, for any lost profits, lost savings, lost data, lost or damaged software, or any other special, indirect, consequential, incidental, or punitive damages arising out of the agreement/s, regardless of whether such party had notice of the possibility of any such loss or damage; provided, however, that the limitations in this paragraph shall not apply to either party?s indemnification obligations or breach of the contract terms.
4. REPORTING, MONITORING, AND ONGOING BUILDING OF SERP RESULTS. IYBS LOCAL will submit Weekly Reports to the CLIENT that include detailed information about the CLIENT?s Marketing Campaign at CLIENT?s request.
5. WRITTEN NOTIFICATION OF ALTERATIONS. The CLIENT agrees to notify IYBS LOCAL in writing, of any claims for breach of Agreement, and IYBS LOCAL, shall have thirty (30) days to cure such claim, in the event a breach has occurred. If CLIENT breaches any provision of the Agreement, IYBS LOCAL may choose to immediately suspend all services. If this occurs, IYBS LOCAL will promptly notify CLIENT and if such breach is capable of being cured, CLIENT will have ten (10) days to cure such breach to IYBS LOCAL reasonable satisfaction. If such breach is incapable of being cured or, if capable, is not cured within ten days, IYBS LOCAL may terminate this Agreement and/or pursue all other available remedies to enforce this Agreement and obtain payment hereunder. In such event, IYBS LOCAL will be entitled to accelerate all fees due hereunder and to collect all of its costs and attorney fees incurred. CLIENT?s breach of this Agreement will constitute a breach of all other agreements between IYBS LOCAL and CLIENT or any party controlling, controlled by, or controlled with CLIENT.
6. WARRANTIES. WARRANTIES. IYBS LOCAL MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF RELIABILITY, USEFULNESS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM THE COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. IYBS LOCAL does not guarantee the Service will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond IYBS LOCAL’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where IYBS LOCAL’s servers are located or co-located. Complete accuracy in all aspects of your reports at all times also is not guaranteed. By signing this agreement, you acknowledge that IYBS LOCAL neither owns nor governs the actions of any social sites.
7. INDEMNIFICATION. You agree that you shall indemnify and hold harmless IYBS LOCAL, its officers, directors, employees, affiliates and agents, and all entities that have contributed to the services against any and all direct or indirect losses, claims, demands, expenses (including attorneys’ fees) or liabilities of whatever nature or kind arising in any way out of the IYBS LOCAL Service. We will promptly notify you of any such claim.
8. TERMS. The terms of this Agreement shall begin on the day that you agree to the terms in this agreement and shall continue month-to-month (or annually) until terminated by IYBS LOCAL or CLIENT upon thirty (30) day written notice, any and all services without further obligation, contractually or financially, although the CLIENT will still be responsible for any service fees due for the thirty (30) day cancellation term period and IYBS LOCAL will continue the Marketing Services for the remaining 30 days.
9. By signing this Agreement, you acknowledge that IYBS LOCAL is not held responsible for any suppressed reviews or negative sentiment from returning to relevant positions on any social site after termination of the Marketing Campaign.
10. REFUND POLICY STATEMENT. Other than as stated hereunder in the ?60-Day Money Back Guarantee?, all sales of all IYBS LOCAL services are final. No refunds shall be given by IYBS LOCAL, or any other party, for any amounts paid for services, including, without limitation, any service charges or fees. No refunds shall be given by IYBS LOCAL for any reason.
11. Upon CLIENT’s demand, and subject to the terms contained in CLIENT’s agreement, IYBS LOCAL can provide CLIENT advance notice of all materials which IYBS LOCAL intends to utilize on the internet in furtherance of CLIENT’s campaign. Upon IYBS LOCAL providing to CLIENT any materials that IYBS LOCAL intends to utilize in furtherance of CLIENT’s campaign, CLIENT shall reply to IYBS LOCAL within two (2) business days via express, written notice if the proposed materials require amendments, additions, or deletions prior to publication. If IYBS LOCAL is unable to publish the proposed materials due to CLIENT’s failure to approve or reject the proposed materials, then IYBS LOCAL’s services will become interrupted, leading to unforeseen delays. In the event that CLIENT fails to approve or reject proposed materials within two (2) business days on any single (1) distinct occasion, then it shall be a breach of CLIENT’s obligations and shall act to VOID any applicable 60 Day Money Back Guarantee. To exercise the money-back guarantee, you must notify IYBS LOCAL in writing within 5 business days of the 60 day mark of your campaign. The 60 day mark of a campaign is defined as 60 days from the time your credit card was initially charged.
12. LIMITATION OF LIABILITY. IN NO EVENT SHALL IYBS LOCAL BE LIABLE FOR ANY LOST REVENUE, LOST PROFITS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OF CLIENT?S BUSINESS, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, SUFFERED BY THE CLIENT, WHETHER OR NOT CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, INJURY AND/OR DAMAGES. IYBS LOCAL?S MAXIMUM AGGREGATE LIABILITY TO CLIENT RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY CLIENT TO IYBS LOCAL HEREUNDER.
13. DISPUTE RESOLUTION BY BINDING ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration, and administered by the American Arbitration Association under its Commercial Arbitration Rules. Any such arbitration will be governed by YOUR STATE law. The arbitrator will be an expert in the field of Internet services and will be bound by the terms of this Agreement. The arbitrator’s award will be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any CLIENT seeking arbitration pursuant to this Agreement will pursue such arbitration on an individual basis and not as a plaintiff or class member in any purported class or representative proceeding. There will be no class action arbitration pursuant to this Agreement. Charges vary depending on the type of Service. IYBS LOCAL reserves the right to change prices and institute new fees at any time upon 30 days prior notice.
14. MISCELLANEOUS, APPLICABLE LAW AND VENUE. IYBS LOCAL shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. Among many other factors, our services depend heavily on privacy laws in the United States, the various States and Territories, and other jurisdiction. The law can change in the future and such changes are outside the control of IYBS LOCAL. We cannot predict the impact of future changes in the law. Some legal changes, including but not limited to legislation or judicial interpretation, may render it more difficult or impossible for us to perform the services offered. This Service Agreement, constitutes a complete agreement between the parties. and can only be modified in writing, signed by the parties. This Service Agreement, shall be governed in all respects by the laws of the United States and the laws of KING County, WASHINGTON State. Each of the parties herein consent to the exclusive jurisdiction of the State courts located in KING COUNTY AND WASHINGTON State and any action arising from this Service Agreement or executed Action Plan, shall be brought in the Courts thereof. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Service Agreement or executed Action Plan.