This Agreement ("Agreement") is between LOCAL SEARCH HQ, INC., a California Corporation (hereinafter "LSHQ") headquartered at 2552 Walnut Ave. Suite 110, Tustin, California - 92780, collectively referred to herein as "we, us, our", and the party specified in the order form annexed hereto and incorporated herein by reference "Order". Such party shall be referred to herein as "Customer" and shall enter into this Agreement by signing an Order form or clicking on the Submit button of the Order on the LSHQ website.
For good and valuable consideration, the parties agree as follows:
Subject to the terms and conditions of this Agreement, LSHQ will provide to Customer Internet marketing services consisting of some or all of: local keyword marketing and/or Google map listing, local search engine optimization marketing, social media setup, and/or related services described in the plan selected by Customer from LSHQ's then published list of services offered from time to time ("Services"). The specific plan of Services to be provided initially to Customer shall be as selected in the Order and thereafter as established through correspondence between Customer and LSHQ.
LSHQ will provide to Customer internet marketing services ("Marketing Services") associated with normal implementation of Customer's selected service(s). Marketing Services shall include only those services as selected by the Customer and detailed in the description of services provided by LSHQ. No support shall be provided for any issue not directly related to any Marketing Services described above, including but not limited to issues related to web design, third party software configuration or troubleshooting, and training. Support shall only be provided to a single designated contact person for Customer, as listed in our official record for Customer's account, and no support will be provided to anyone else contacting us on Customer's behalf. Customer may request additional support for items not covered by Marketing Services, which would be billed at a specified hourly or proposal rate determined solely by LSHQ. LSHQ may reject any such request at its sole discretion.
The term of this Agreement shall be six (6) months of regular service after completion of the setup (the "Term"). The Term shall begin upon commencement of Local Search Engine Marketing Services to Customer, provided, however, no Service shall commence unless and until LSHQ receives and accepts a completed Order from Customer, plus payment in full for Services to be rendered during the initial Term and any setup fees/charges. LSHQ reserves the right to reject any submitted Order for any or no reason prior to written acceptance thereof by LSHQ. After the Term, unless otherwise agreed to by the parties, this Agreement shall automatically renew for successive terms of one (1) month as the Term unless terminated or canceled by either party only as provided in Termination and Cancellation below. The Term plus all successive renewal periods during which Service is provided shall be collectively referred to as the "Term".
- FEES AND PAYMENT
All fees for Services rendered or provided to Customer shall be in accordance with LSHQ's fee schedule. Fees for renewal periods after the Term shall be due and owing immediately upon the first day of each month thereafter. Customer will be automatically billed on their credit card for the charges for the Marketing Services rendered or provided by LSHQ for any monthly period, plus any additional Services rendered or provided by LSHQ to Customer for the preceding month of the Services, and any other charges or fees then due hereunder. Should LSHQ be unable to process any charges or fees via the credit card provided by Customer, LSHQ may, in its sole discretion, immediately terminate this Agreement, and/or withhold or suspend any Services. Reinstatement of any service will require a new signed agreement, any related setup fees, payment of all unpaid services to date and any ongoing charges/fees for future services. All taxes, fees and governmental charges relating to the Services provided hereunder (other than income taxes of LSHQ) shall be paid by Customer.
- CONTENT AND CUSTOMER'S RESPONSIBILITY
LSHQ will exercise no control whatsoever over, nor have any responsibility or liability whatsoever for, the content of the information passing through its network. LSHQ shall make no effort to validate any information passing through its network for content, correctness, usability or for any other reason. Furthermore, LSHQ shall not be held responsible for maintaining backups of customer's data in the event of loss or corruption, and customer accepts sole responsibility for maintaining any such backups. Customer agrees to supply 10 reviews for any Marketing Services program. Failure to supply these reviews will void any guarantee provided by LSHQ. Customer agrees to use LSHQ's Services, and any information obtained through or from LSHQ, at Customer's own risk. Customer acknowledges and understands that neither LSHQ, nor any of its employees, representatives, agents or the like, warrant that the Services offered or provided hereunder will not be interrupted or be error free, nor do they make any warranty or representation as to the results that may be obtained from the use of the Service or as to the accuracy, reliability or content of any information service contained in or provided through the Service, unless otherwise expressly stated in this Agreement.
- LIFETIME GUARANTEE
LSHQ provides a lifetime guarantee that any site it markets for local search will be on the first page of at least one (1) major search engine for at least one selected keyword within the six (6) month initial marketing period and every month thereafter. If LSHQ determines it cannot place a Customer on the first page of search engines for selected keywords, after receiving the initial setup fee, then LSHQ will refund 100% of the setup fee to the Customer. After achieving first page placement for selected keyword(s), LSHQ will guarantee the Customer their site will remain on the first page of major search engine(s) during every month of paid service or there will be no charge (free) in the month following failure to maintain first page positioning and any other month where LSHQ does not maintain first page positioning for the Customer. In addition,
- PROHIBITED USES
Customer shall not use LSHQ's Services in violation of LSHQ's Terms of Service provided hereto.
- LIMITED LIABILITY
Under no circumstances, including negligence, shall LSHQ, its officers, agents or anyone else involved in creating, producing or distributing the Service hereunder be liable to Customer or any third party, for any claims, causes of action or direct, indirect, incidental, special, or consequential, trebled, or punitive damages, that result or have alleged to have resulted from the use of or inability to use the Service; or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to LSHQ's records, programs or services. LSHQ further shall have no responsibility whatsoever to Customer or any third party for the accuracy or quality of information obtained through or in connection with its Services provided hereunder. THE FEES FOR THE SERVICES SET BY LSHQ UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK, therefore, notwithstanding the above, Customer's exclusive remedies for all damages, losses, costs or causes of actions from any and all claims, whether in contract, quasi-contract, statutory, tort including negligence, or otherwise, shall not exceed the aggregate dollar amount which Customer paid during the three (3) months immediately preceding the claim or the term of this Agreement, whichever is less.
Customer shall defend, indemnify, save and hold LSHQ harmless from any and all damages, demands, liabilities, losses, costs and claims, including, without limitation, reasonable attorneys' fees, compensatory damages, punitive damages, trebled damages, and statutory damages (hereinafter "Liabilities") asserted against LSHQ, its agents, its customers, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by Customer, its agents, employees or assigns or any product distributed, offered or sold by Customer, its agents, employees or assigns.
- TERMINATION AND CANCELLATION
This Agreement may be terminated: (i) by LSHQ, without cause, by giving the other party 3 days prior notice; (ii) by LSHQ, at any time, without prior notice if in the sole judgment of LSHQ, Customer breaches any material provision of this Agreement; (iii) by LSHQ at any time without prior notice in the event of nonpayment by Customer as provided in Fees and Payment and other sections above; and (iv) by LSHQ, at any time, without notice, if, in LSHQ's sole judgment, Customer is in violation of any terms or conditions of LSHQ's Terms of Service. In the event Customer's account is terminated for cause, all files and data belonging to Customer will be permanently deleted upon termination without the possibility of recovery. If a customer voluntarily terminates his/her account, a cancellation notice shall only be deemed valid if it was made by notifying LSHQ within seven (7) days prior to the last day of any month in which services are being performed providing that the Customer has completed the first six (6) months of service required by the Service Agreement. Customers shall only have a refund applied to the original credit card that was used to set up their account, and no refund shall be provided in the event the original credit card is no longer valid or accessible. If a customer's account is terminated for cause, refund will be issued at the sole discretion of LSHQ. LSHQ reserves the right to modify its refund policy at any time in accordance with current market conditions.
In the event a customer disputes our charge with their bank or credit card company for any reason resulting in a chargeback to us, we shall immediately delete the customer's account along with all web pages, email messages, and phone messages without notice. All future accounts requested by the customer will require a signed credit card authorization form prior to any new account being opened and payment of new setup fees and past due charges and penalties and will be approved at the sole discretion of LSHQ.
LSHQ retains sole ownership of all landing pages, domain names, phone numbers, and any information or technology related to the Services it provides. Customer further agrees to hold us harmless from any liability arising from any type of ownership dispute pertaining to their account.
- ADDITIONAL TERMS AND CONDITIONS
Customer hereby acknowledges that it has received and reviewed a copy of LSHQ's "Terms of Service " provided herewith and that the terms of the Service Usage Policy are incorporated herein by reference. LSHQ reserves the right to amend the Terms of Service from time to time and Customer shall be bound by any such amendments. Customer shall have the obligation to periodically visit http://www.LSHQ/TermsofService to review its Policy and to make certain Customer is in full compliance therewith. In the event of any inconsistencies between this Agreement and the Policy, the terms of the Policy shall govern.
- OFFICIAL COMMUNICATION AND NOTICES
All official communication between LSHQ and Customer as well as notices set forth within this agreement shall be by email. Customer shall send all notices and official communication to LSHQ at the email address firstname.lastname@example.org. LSHQ shall send all notices and official communication to Customer at the email address listed in Customer's account record. It is solely Customer's responsibility to ensure that the email address listed with LSHQ is accurate and up to date. In the event LSHQ sends a notice of cancellation or any other official notice to an email address that is no longer valid for Customer, such notice shall be deemed delivered per this agreement. Evidence of successful transmission of all notices delivered by email must be retained by the delivering party.
This Agreement sets forth the entire agreement between LSHQ and Customer with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any other prior writing between the parties. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless continue in full force and effect. Customer may not transfer or assign this Agreement without LSHQ's prior written consent. This Agreement shall be governed by the laws of the United States of America and the State Of California and all claims concerning this Agreement shall be brought exclusively in the state located in the County of Orange in the State of California. The parties hereby consent to submit to the jurisdiction of such courts and waive any personal jurisdiction or venue defenses concerning said forum. Notwithstanding the aforementioned terms, all Customers hereby agree to settle all disputes through arbitration with an independent arbiter at a location within Orange County, California as selected by LSHQ.