TERMS OF SERVICE
REPUTATION MANAGEMENT TOS:
These Terms and Conditions, combined with the engagement letter and any Statement of Work relating to the services entered into by the parties, contain the general terms and conditions pursuant to which Internet Reputation LLC will provide certain services to Client.
License and Ownership.
Client hereby grants Internet Reputation LLC and its authorized personnel a worldwide, royalty-free, fully-paid, non-exclusive, transferable (in connection with an assignment of the agreement), sub-licensable (as necessary to perform the services) prescription to use, reproduce, publicly perform, publicly display, publish, distribute, create derivative works of, and otherwise exploit any intellectual property, including content, trademarks, logos, photos, videos, advertisements, information, and other materials provided or identified by Client to Internet Reputation LLC under this agreement (the “Client Materials”) as necessary for Internet Reputation LLC to perform the services in this agreement. Client acknowledges and agrees that Internet Reputation LLC will not own, subject to any Client Materials therein, any right, title, and interest in and to any materials, content, or other works of authorship created by or on behalf of Internet Reputation LLC and used in connection with the services provided under this agreement. Client is authorizing Internet Reputation LLC to create and use Client Materials, title, and Trademarks only for the purpose of this campaign. Internet Reputation LLC acknowledges and agrees that Client will own all right, title, and interest in and to any Client Materials and will hand over all digital assets; content, online profiles, and websites created along with any applicable administrative logins and passwords associated with said digital assets.
Client represents and warrants that all information provided to Internet Reputation LLC is accurate and truthful, that Client has the right to enter into this Agreement, that the execution and performance of this agreement does not violate any other contract or obligation to which Client is a party or is otherwise bound, and that the Client Materials do not infringe the intellectual property rights, including any copyrights, trademarks, trade secrets, right of privacy, or right of publicity, of any person.
Term and Termination.
Unless terminated earlier, the initial term of this Agreement will begin on the date when Internet Reputation LLC receives a fully executed, unaltered signed copy of this agreement and the initial payment of the services described in the letter agreement and will be a three (3) month contract unless otherwise stated. Client will not be responsible for any amounts or fees, which accrue after the effective date of termination, but will promptly pay Internet Reputation LLC for all fees accrued and all expenses incurred prior to the effective date of termination. Client’s obligation to pay the fees and expenses described in this agreement and the following provisions shall survive termination of this Agreement: Sections titled License and Ownership, Warranties, Term and Termination, Disclaimer of Warranties; No Guaranty, Limitation of Liability, Indemnity, Arbitration, Assignment, and General Provisions.
Disclaimer of Warranties; No Guaranty.
Internet Reputation LLC does not guarantee any results for the services, including that the Welcome Content will be displayed above the Unwelcome Content. The services provided under this agreement are dependent in part on actions by third parties and Internet Reputation LLC cannot control or predict how third parties might react. Internet Reputation LLC is not responsible for any actions or omissions of any third party. CLIENT acknowledges and agrees that the services provided under this agreement are provided “as is” without any warranty or guarantee of any kind. Internet Reputation LLC DOES NOT PROVIDE ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, OR THE SUCCESS OR RESULTS OF THE SERVICES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. CLIENT ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES IN ENTERING INTO THIS AGREEMENT.
Limitation of Liability.
IN NO EVENT WILL Internet Reputation LLC BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANY SERVICES PERFORMED UNDER THIS AGREEMENT AND ANY CONTENT CREATED BY OR OPTIMIZATION PERFORMED BY Internet Reputation LLC. Internet Reputation LLC’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT INCLUDING ANY SERVICES PERFORMED UNDER THIS AGREEMENT AND ANY CONTENT CREATED BY OR OPTIMIZATION PERFORMED BY Internet Reputation LLC (OTHER THAN FOR PAYMENT OF ANY OTHER AMOUNTS OWED UNDER THIS AGREEMENT), WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE NUMBER OF FEES PAID TO Internet Reputation LLC BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE LIABILITY. Client acknowledges that the fees set forth in this agreement reflect the allocation of risk set forth in this agreement and that Internet Reputation LLC would not enter into this agreement without these limitations on its liability.
Client agrees to defend, indemnify, and hold Internet Reputation LLC harmless from and against any and all damages, losses, liabilities, and costs brought or alleged by third parties relating to or arising from the services performed under this agreement. Client agrees to indemnify and hold Internet Reputation LLC harmless from and to promptly reimburseInternet Reputation LLC for all costs and expenses, including storage costs and personnel time, relating to requests or requirements from Client or a third party for Internet Reputation LLC to provide, maintain, preserve, collect, or otherwise process any information, data, or materials relating to the services performed by Internet Reputation LLC for Client.
REFUND POLICY STATEMENT
All sales of all Internet Reputation LLC services are final. No refunds shall be given by Internet Reputation LLC, or any other party, for any amounts paid for services, including, without limitation, any service charges or fees. Further, the Client acknowledges and accepts the risk that Internet Reputation LLC may not succeed in suppressing all Internet content about the Client. The Client also acknowledges and accepts the risk that Internet Reputation LLC, may not succeed in effecting the suppression of any Internet content about the Client. No refunds shall be given by Internet Reputation LLC for any reason on any service provided.
All content will be approved by Client first before being disseminated by Internet Reputation LLC. Upon Internet Reputation LLC providing the Client any materials that NetReputation.com intends to publish on the internet in furtherance of Client’s campaign, Client shall reply and finalize approval to be released to Internet Reputation LLC within five (5) days, starting from the day Internet Reputation LLC sends any round of content with a written notice via electronic communication (email, facsimile) if the proposed materials require amendments, additions, or deletions prior to publication. If Internet Reputation LLC is unable to publish the proposed materials due to Client’s failure to approve or reject and finalize the proposed materials, then Internet Reputation LLC’s services will become interrupted, leading to unforeseen delays.
Client Satisfaction Guarantee.
Client Satisfaction Policy; If Client is not satisfied Internet Reputation LLC’s services within ten (10) days after the completion of the campaign; (campaign completion date will be specified in an email sent to Client), Client must notify in writing via email or facsimile that they would like to take advantage of our Client Satisfaction Policy. If Internet Reputation LLC is notified during this period, Client shall receive (at no additional cost) an additional campaign with the same duration of the initial. Per our Client Satisfaction Policy, Client can claim they are not satisfied if Internet Reputation LLC is unsuccessful at pushing any negative item off the first page of Google. If all negative items are suppressed off of the first page (Page 1) of Google when typing in specified keyword phrase(s) Client engaged our work for, Client can decide to utilize the Client Satisfaction Guarantee.
To determine where the negative item(s) are appearing, a screenshot will be taken in Arizona using the domain https://www.google.com. This will be done by using a browser that is not logged into any email account and has had the cookies and cache cleared to show the true results in Google. Client’s keyword(s) will be typed in and a screenshot of the first page (Page 1) of Google will be taken. This screenshot will be completed the same day the campaign completion date email is sent to Client. If at any point in the campaign, Client takes longer than 48 hours to respond to any content approval emails sent by Internet Reputation LLC, Client Satisfaction Guarantee is void.
Any claim, dispute, or controversy of whatever nature (“Claim”) arising out of or relating to this Agreement shall be resolved by final and binding arbitration. The arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the Arizona office of JAMS (“JAMS”), in accordance with its then-existing Comprehensive Arbitration Rules & Procedures. Upon the written demand of any party to the arbitration, the arbitration shall be conducted by and submitted to three Arbitrators from JAMS under the same rules. The arbitration hearing shall be held in Arizona.
The Arbitrator(s) shall be authorized to award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress, or pain and suffering or punitive damages. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator(s) and JAMS; however, the Arbitrator(s) shall be authorized to award to the prevailing party reimbursement for its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator(s). Within fifteen (15) calendar days after the conclusion of the arbitration, Arbitrators shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction.
By agreeing to this binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a Claim was determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence.
Client may not assign or transfer, by operation of law or otherwise, any of its rights or delegate any of its duties under this agreement to any third party without Internet Reputation LLC’s prior written consent except pursuant to a transfer of all, or substantially all of Client’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Internet Reputation LLC may assign this agreement without Client’s consent. Any attempted assignment or transfer in violation of the foregoing will be void.
All notices, consents, and approvals under this agreement must be delivered in writing by courier, by electronic facsimile, or by certified or registered mail (postage prepaid and return receipt requested) and will be effective upon receipt. All waivers must be in writing. Any waiver or failure to enforce any provision of this agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Client agrees that the Limitation of Liability will remain in effect notwithstanding the unenforceability of any provision in Disclaimer of Warranty; No Guaranty.
The client will not be entitled to specific performance of this Agreement for any reason. This agreement will be governed by the laws of the State of Arizona without reference to any conflict. This agreement will be governed by the laws of the State of Arizona without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction and both parties irrevocably submit to the jurisdiction and venue of federal and state courts in the State of Arizona. This agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. Client’s relationship to Internet Reputation LLC is that of an independent contractor, and neither party is an agent or partner of the other. The client will not have, and will not represent to any third party that it has, any authority to act on behalf of Internet Reputation LLC.
Any delay in the performance of any duties or obligations of Internet Reputation LLC will not be considered a breach of this agreement. If such delay is caused by a labor dispute, Internet outage, fire, earthquake, flood, or any other event beyond the control of Internet Reputation LLC, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. This agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This agreement may be amended only by a written document signed by both parties.