IMPORTANT–READ CAREFULLY: This Search Engine Placement Services Agreement (the “Agreement”) is a legal contract between You (either an individual or a single business entity) and SEP CONNECT LLC (we, us, SEP) for (i) customized advertising services and/or (ii) placement services in online search engines ((i) and (ii) collectively, the “Services”). You and Us are collectively refer to as the Parties.
BY ACCESSING, REGISTERING OR OTHERWISE USING THE SERVICES, AND/OR BY ACCEPTING OR EXECUTING THESE TERMS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DO NOT ACCESS OR REGISTER FOR THE SERVICES AND EXIT NOW.
1. Optimization Services. SEP will exercise reasonable commercial efforts to place your Profile (as defined below) on SEP’s web directory hosted on the domain www.ifoundithere.com and/or other domains as deemed necessary by SEP Connect for such entry to appear on the initial results page of the Google search engine (the “Optimization Services”) within ninety (90) days from the commencement of such Optimization Services. Subject to the terms and conditions of this Agreement, You agree that the Optimization Services are performed using proprietary processes of SEP and are protected by intellectual property laws and international property treaties. No license to You is granted herein.
2. Customized Advertising. Subject to the payment of fees, SEP will allow you to use preexisting advertising Content that we will customize and stream for you through one of our third party video streaming providers. If you elect to buy Customized Advertising, we hereby grant you a limited, worldwide, non-transferable, without the right to sublicense, license and right to use, publicly transmit, publicly display, and broadcast the Content on your site solely as customized by us and solely for advertising purposes. “Streaming video” is Content sent in compressed form over the internet in a continuous stream of data and displayed by a player as it arrives. The player will be the proprietary viewer of our third party provider(s), a special program that uncompresses and sends video data to the display and audio data to speakers. “Content” includes any text, software, scripts, graphics, film, photos, sounds, music, videos, ads, audiovisual combinations, interactive features and any other pre-existing advertising materials that we make available to you, to be customized for your advertising purposes and made available for viewing on or accessed through a player at your website by your customers or interested third parties. Subject to these Terms, we also grant you a limited, non-exclusive, nontransferable personal license to download, install and operate any software, scripts, code (html or otherwise) that allows you to post the Content on your website.
3. Your Use of Content. The following restrictions and conditions apply specifically to your use of Content. The Content, and all its underlying intellectual property, including trademarks, service marks and logos (“Marks”), are owned by or licensed to SEP, subject to copyright and other intellectual property rights under the law. Content is provided ‘AS IS’. You may access Content for your information and personal use solely as intended through the provided functionality of the Service and as permitted under this Agreement. You shall not download any Content unless you see a “download” or similar link displayed by SEP for that Content. You shall not copy, reproduce, distribute, sell, license, or otherwise exploit the Content for any other purposes than those permitted herein without the prior written consent of SEP or the respective licensors of the Content. SEP and its licensors reserve all rights not expressly granted in and to the Content. You agree not to circumvent, disable or otherwise interfere with security-related features or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Content therein. You understand that when using the Customized Advertising Service, you will be exposed to preexisting Content from a variety of sources, and that SEP is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SEP with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless SEP, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Services.
4. Ownership. As between you and us, we and/or our vendors, suppliers, licensors, as applicable, retain all right, title and interest in and to the Site, the Services, and all Content, and all related intellectual property rights. Unless you first obtain the copyright owner’s prior written consent, you may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the Site or the Services. Your feedback is welcome and encouraged. You agree, however, that (i) by submitting unsolicited ideas to SEP, you automatically forfeit your right to any intellectual property rights in those ideas; and (ii) unsolicited ideas submitted to SEP or any of its employees or representatives automatically become the property of SEP.
5. Process. You can contract Optimization Services and Customized Advertising as a bundle or each separately. To register for and access the Services, one of SEP sales representatives (Account Executive) will create a profile (Profile) with the information You provide as it pertains to your website, industry and/or business. Your Profile will be the basis for the placement and advertising services, as implemented, and it shall include your customized information including without limitation company name, phone number, address, product descriptions, and/or any keywords provided by You (the “Key Terms” for the Optimization Services and “Advertising Information” for the Customized Advertising Services). You are responsible for the information you provide to SEP as part of your Profile, and hereby grant SEP a non-transferable license to your Profile information for the limited purposes of providing the Services to You. You will create an account with us (Account) which shall include among other data your preferred contact information and any financial and payment related information. You are solely responsible for any and all acts and omissions that occur under your Account and You agree not to engage in unacceptable use of the Services, including without limitation, use of the Services for (i) any activity that infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others; (ii) violates the privacy, publicity, or other rights of third parties; or (iii) is discriminatory, defamatory, obscene, threatening, abusive, or hateful, as determined by Us in our sole discretion; or is false or inaccurate.
6. Privacy. SEP respects your privacy and will not monitor, edit or disclose any personal information about You or your Profile, including its content and/or your use of the Services, without your prior consent unless SEP in good faith deems such action necessary to: (i) comply with legal process or any other legal requirements of any governmental authority; (ii) protect the rights or property of SEP; or (iii) enforce this Agreement. You acknowledge that there is no expectation of privacy with respect to the internet generally.
7. Fees. You shall pay for the Services the charges specified in the SEP website. SEP fees are payable in advance by the means, electronic or otherwise, agreed between the parties.
(i) For the Optimization Services, you agree to subscribe to the Services for a one (1) year minimum subscription plan (the “Subscription Term”) and if at least three of the Key Terms (as specified on your Profile as implemented) are on the initial results page of the Google Search Engine within ninety (90) days from the date of Your enrollment, You shall be invoiced for the Services as described in our website and under the terms and conditions of this Agreement. If your Profile as implemented is not on the initial results page of the Search Engine within ninety (90) days following commencement of Services, you will not be charged any fees and may terminate this Agreement by giving notice to SEP via email at email@example.com. You agree that payment for the first and last (2) months of the Subscription Term is due and payable in advance upon enrollment. From the rest of the Subscription Term, payments shall be monthly in advance and paid automatically by the electronic means agreed between the parties. After expiration of a Subscription Term, such subscription shall automatically renew for consecutive one (1) year terms unless you notify us thirty (30) days prior to expiration of the then-current Subscription Term of your intent not to renew this Agreement.
(ii) For the Customized Advertising Services, you agree to pay a one-time fee for the amount indicated in the SEP website. You agree that such payment is due in advance upon your selection of the preexisting Content that will be the basis of your Customized Ad and the submission of your Advertising Information that will be included in your Customized Ad.
9. Termination. This Agreement is effective upon your acceptance as set forth herein and shall continue in full force until terminated. You may terminate this Agreement as described in Section 7 upon prior notice to SEP. If not terminated, the Agreement shall continue for the length of the subscription term chosen by You. SEP reserves the right, in SEP sole discretion and without notice, at any time for any reason, to: (i) remove or disable access to the Services; (ii) suspend your access or use of the Services; and (iii) terminate this Agreement. SEP shall refund any unused, prepaid Services if SEP terminates this Agreement for no fault of yours.
10. Disclaimer. THE SERVICES AND ALL CONTENT ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. USE OF THE SERVICES IS AT YOUR SOLE RISK. SEP MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES SEP MAKE ANY WARRANTIES AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES.
11. Limitation of liability. UNDER NO CIRCUMSTANCES SHALL SEP BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION YOUR INABILITY TO USE THE SERVICES, ANY CHANGES OR INACCESSIBILITY TO THE SERVICES, DELAY, FAILURE, UNAUTHORIZED ACCESS OR ANY TRANSMISSION OF DATA, ANY TRANSACTION OR AGREEMENT ENTERED THROUGH THE SERVICES OR USING THE SERVICES AS A BASE, WHETHER OR NOT SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. IN NO EVEN SHALL SEP LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL FEES PAID BY YOU HEREUNDER. SOME STATES PROHIBIT THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.
12. Indemnification. You agree to indemnify, defend and hold harmless SEP from and against any and all losses, liabilities, damages, costs and expenses (including attorneys fees and other legal costs) incurred or suffered by SEP in connection with any claims, actions or proceedings arising out of or relating to your use of the Services or the content of your Profile.
13. General. The laws of the Commonwealth of Virginia shall govern this Agreement. For purposes of all claims brought under this Agreement, each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Virginia. In the event that SEP prevails in any proceeding or lawsuit brought by either party in connection with this Agreement, SEP will be entitled to receive its costs, expert witness fees and reasonable attorneys fees, including costs and fees on appeal. You may not assign the Services and/or this Agreement without SEPs prior written consent and any attempted or purported assignment by You shall be null and void. The failure by either party to enforce any right or to insist upon strict compliance with the terms and conditions of this Agreement shall not at any time constitute a waiver of such right or any other right, and will not modify the rights and obligations of either party under these terms and conditions or the Agreement. Except as expressly stated herein, the Agreement and these terms and conditions state the entire agreement between You and SEP with respect to the subject matter hereof and supersede all prior understandings, both written and oral. These terms and conditions may not be amended in any material form unless authorized in writing by the parties.
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