TERMS OF SERVICE
SEO / SEM SERVICES – PEER365 TERMS OF SERVICE
- Online Advertising and Marketing Services: Peer365 provides search engine marketing, optimization and associated services on a local, national and international basis. As such, we submit information on your behalf to search providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Google, Yahoo, MSN/Bing, ASK, AOL, Marchex, InfoUSA, 411 Directory Assistance, Yellowpages.com, Superpages.com, Yellowbook.com, Yelp, Acxiom, Localeze, TrueLocal, local.com, CitySearch, MagicYellow, Dex, YP.com, iBegin, YellowBot, Insider Pages, MojoPages, Kudzu, YellowPabeCity, Merchant Circle, OnStar, Craig’s List, Kijiji, local online newspapers, Facebook, UTube and other sites. The terms and conditions of these providers all apply. LocalDirective will not share your information with any business other than in the course of securing online advertising and marketing services on your behalf.
- Advertising Material: Peer365 has the right to place information pertaining to your business on any of the publisher and search provider websites such as those listed above and you authorize Peer365 to develop content based on information or material provided by you or your designees and populated in the Peer365 Business Profile, including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. Further, you represent that the material and information you provide to Peer365 is truthful, not misleading, and that you have the authority to represent this product and service information to Peer365. Additionally, if so contracted, you authorize Peer365 to contact your customers for the sole purpose of gaining endorsements and reviews of your products and services for publication. Finally, you authorize Peer365 to utilize tracking phone numbers, and even record calls on your behalf, for ‘customer service’ purposes, and upon automatic notification to all incoming callers on tracking phone numbers. Domains purchased on your behalf will be released to you two months after service has been cancelled.
- Fees: You agree to pay Peer365 monthly fees to cover the cost of placing and managing your online advertising & marketing services program up to an amount not to exceed what is stated in your most recent Peer365 Online Advertising & Marketing Agreement or as subscribed online. Peer365 may change the maximum monthly fees in accordance with procedures established by our search providers and publishers from time to time. Late Fees of 1.5% per month accrue to late payments.
- Payment: Payment in full is required by the first date of the month in which the advertising/marketing will be executed. Payment by credit card will be prior to the first day of the advertising month; payment by check will be one month in advance, net due in ten (10) days from invoice date. Marketing and advertising programs will be paused and late fees applied if payment has not been made by payment due date; re-initiation fees may apply.
- Term: The Peer365 Online Advertising & Marketing Agreement specifies the initial term for which program rates will be guaranteed, and will be for no less than three (3) months for custom programs. All agreements are auto-renewing at the then published service rates. After the initial agreement period, either party may cancel the program with a 30-day written notice to the other party.
- Representations and Warranties; License and Grant of Rights: You represent and warrant that you have and will continue to have the absolute and unrestricted right to publish and use all information you have provided for your advertising programs and that the content does not infringe on the rights of any third party and that it complies with all local, state and federal laws and regulations.
- Indemnification: Each party warrants that its respective performance of the terms of this agreement will not in any way constitute knowing, intentional infringement or violation of any copyright, trade secret, trade mark, patent, invention or any other nondisclosure rights of any third party. You indemnify and hold harmless Peer365 against all costs (including attorney fees), damages and liabilities arising from negligent or intended acts on your part constituting the violation of any copyright, trade secret, trade mark, service mark, patent, invention, proprietary information or nondisclosure rights of any third party. To the full extent of the law, you will pay any expenses or damages for Peer365 resulting from claims made by third parties with regard to usage of material you have provided, even after termination of our Agreement.
- No Guarantees: You acknowledge and agree that Peer365 makes no specific guarantee or warranty regarding the search providers and publishers to which it submits advertising on your behalf, including placement of paid search advertising or any specific results. Peer365 does not warrant the number of calls, clicks, impressions or website visits or that paid search advertising will appear in response to any particular query. Peer365 does not warrant that the performance will be error-free but will immediately act to correct errors once they have been identified.
- Disclaimer of Warranties: To the maximum extent permitted by applicable law, Peer365 and its suppliers disclaim all warranties not expressly set forth in this document, whether express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to Peer365 services.
- Limitation of Liability and Applicable Law: The maximum aggregate liability Peer365 may have to you will be limited to the total amount of fees collected from you. Peer365 will have no liability in connection with the functionality or content of any search provider or internet publisher or website not owned by Peer365. This agreement shall be governed and construed by the laws of the State of Texas. Any claims against this agreement must be made within 6 months from the date of the subject of the claim, and must be made in writing to: Peer365. Should a claim arise, you agree to waive a trial by jury and to first seek resolution by arbitration in Harris County, Houston, Texas, using a mutually agreed upon member of the American Arbitration Association.
- Force Majeure: Neither you nor Peer365 will be in breach of its obligations under these Terms and Conditions of Service (other than obligation to pay monies due) in the event that, for cause(s) beyond reasonable control, each party is unable to perform, in whole or in part, any one or more of its obligations. Such causes will include, but not be limited to governmental regulation, fire or other causality, inability to obtain materials or services, technical failure or difficulties, problems or interruptions of the internet, or any other cause not within the reasonable control of either party.
- Assignment: Peer365 may assign, delegate or subcontract any rights or obligations under this Terms and Conditions of Service.
- Miscellaneous: This Terms and Conditions of Service represents the parties’ entire agreement with regard to Peer365 provision of services. Agreement with these terms and conditions is upon signature of Peer365’s Online Advertising & Marketing Agreement, and it will be binding upon you and your successors.
- Authority: The person signing the Online Advertising & Marketing Agreement certifies that (s)he is lawfully authorized to purchase services on behalf of your company.
- Effective Upon Execution: Terms and Conditions are binding on both parties on the date the Online Advertising & Marketing agreement is signed and/or payment is made.
WEBSITE DESIGN SERVICES – PEER365 TERMS OF SERVICE
- Before paying for our services it is the client’s responsibility to proof their own pages for errors. Any changes to the website content or design after the final payment has been made, may be subject to additional fees.
- After the project completion the client is the owner of the website. Peer365 Web Design doesn’t assume any responsibility or liability for the content or actions of the websites it designs. The clients are entirely responsible for all that is found on their websites. It is the client’s responsibility to make sure all the content furnished to Peer365 Web Design for inclusion in the web design project is not in violation of any third party copyright.
- The client understands that Peer365 Web Design does not provide any hosting services in connection with the web design project. Hosting services require a separate contract with a third party hosting provider. The client will be solely responsible for all hosting service charges. The client assumes all responsibility for the use and functionality of the web design project.
- After the project completion Peer365 Web Design will provide all the website files via e-mail or CD to the client for publishing. By the client’s request Peer365 Web Design will make a good faith effort to publish the website on the client’s hosting service at no extra charge. In the event Peer365 Web Design is not able after reasonable attempts to complete the publishing process, the client will be solely responsible for the website publishing. Once the website has been published, it is the client’s responsibility to check their own pages for errors (such as bad links, missing pictures, e-mail forms problems, etc.) and inform Peer365 Web Design within three days. Any correction of issues reported after that period may be subject to additional fees.
- Peer365 Web Design will under no circumstances be held responsible to satisfy unreasonable expectations or requests that lie beyond the scope of Peer365 Web Design’s offer of services to its client. It is Peer365 Web Design’s discretion to decide whether or not a request or an expectation is reasonable or lies within the scope of offer of services to its client. Peer365 Web Design is not responsible for any hosting related issues (such as website down or loading slow, e-mail accounts, e-mail forms functions, server issues, etc.) as they are beyond our control.
- The websites we create are tested, optimized and compatible with all major web browsers at the time of completion. Because of the nature of web design and programming work, websites may appear differently on different computers, screen resolutions, operating systems, mobile devices and browsing software. The client must be aware of these possible variations and Peer365 Web Design will not be held responsible for them.
- After the project completion it is the client responsibility to change all the sensitive information such as hosting account log-in, FTP passwords, Admin panel log-ins, etc. disclosed to us.
- Some of the websites we create (Control Management Systems, eShops, Forums) are based on third party open source software. This software is free for commercial and personal use and it is released under “GNU General Public License”. Peer365 Web Design makes no warranties, representations or assurance of the availability and functionality of any third party software.
- Peer365 Web Design cannot accept responsibility for any alterations made by third parties to the client’s pages once published. Such alterations include, but are not limited to, additions, modifications, deletions, Control Management Systems modifications or updates.
- A small sign stating “Design by Peer365 Web Design” will be added at the bottom of every web page created by Peer365 Web Design. The client may request to remove the sign for an additional fee of 10% of the total price of the services provided to the client in relation to the web page.
- All websites created by Peer365 Web Design are optimized for better search engine (Google / Yahoo / Bing) performance and ranking with terms like keywords, internal links, meta tags, page titles, etc., but Peer365 Web Design makes no warranties about the website acceptance by the search engines and the website position in the searches.
- LIMITATION OF LIABILITY: IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR ANY OTHER DAMAGES. OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR OUR SERVICES.
Should you have any questions or concerns about these terms and conditions, please send us an email. Thank you for doing business! We really appreciate it.
Effective Oct 1, 2011