Terms & Conditions of Client Services

Terms And Conditions

A. REPRESENTATIONS AND WARRANTIES —

Our goal is to exceed your expectations by providing high-quality and professional consulting, development, marketing and web services to our clients. If you are not satisfied with the work, product(s) or marketing service(s), please tell us right away and we will attempt to correct any issue(s) within our control to ensure your complete and full satisfaction. For online marketing and advertising campaigns, we never guarantee a specific result online or in the search engine results because we do not control them, nor can we control user behaviors to your offer, product, service or solution. We do not control search engine algorithm updates, manual or automatic penalty assessments (past or present), link disavowment and removal, or relative competition. As such, no warranty or guarantee of rankings applies. If you have any questions or reservations, please contact us prior to making a payment for services. Thank you!

Each time an invoice is paid, the then-current version of these terms and conditions will apply. We recommend that you check the date of our most recent update to these terms and conditions and review any changes since the last time you paid an invoice. Although most changes are likely to be minor, we reserve the right, at any time and without notice, to add to, update, change, or modify these terms simply by posting a new version on this page. Any such addition, update, or change will be effective immediately upon publishing said update and/or updating this page. Your subsequent payments on future invoices are deemed as acknowledgment and consent to these terms and conditions.

B. BILLING AND INVOICING GENERAL TERMS & CONDITIONS —

Millennium Marketing Solutions, LLC DBA Home Remodeler SEO (hereinafter “Company” or “Contractor”) is the Company providing the products and/or services. Electronic and email communication are construed as a written notice in all communications by Company. These terms and conditions are referenced in all invoices issued by Company as these terms and conditions govern the invoiced services and the required amount due and payment(s) under the invoice. Invoices are due in full on the issue date unless otherwise stated below. Company may accept a deposit or provide payment arrangements as a courtesy to Customer but this shall not be construed as a waiver of the full balance due Company. Final payment on any invoice by Customer shall serve as notice and acknowledgment from Customer to Company that Customer is fully satisfied with the products or services rendered per the invoice and that Company has no further obligation on the services rendered by Company to Customer. Any and all payments made on an invoice shall be deemed to be full acknowledgment and acceptance of these terms and conditions by the Customer. In general, once payment is made on an invoice, no refunds will be issued as we begin work immediately and often render or deliver the products and/or services immediately or very quickly after payment is made. The customer acknowledges and understands this and both parties agree that the invoice is an agreement. Unless otherwise indicated by a primary or secondary written agreement, the invoice represents the full scope of the agreed-upon project and related products/services. Any scope changes or delays caused by the Customer may result in changes to the invoice and fees.

In general, an invoice is an agreement and shall become effective and due as of the date first issued by Company and terminate immediately upon final payment of the full balance due to Company. Invoices sent via email are considered written notice to Customer of the balance due. The Customer shall pay the Fees on or before the date due in accordance with the Invoice but not later than 7 days past the invoice date. Software development and website design projects may not be canceled in any way once the initial payment or the deposit is paid by the Customer. Company expends staff time in the final month winding down the campaign which includes necessary work and costs to terminate and wind down any project or campaign. Written notice of cancellation for non-recurring products or solutions may be emailed to support@hrs.homeremodelingseo.com or sent to our corporate billing address at 1685 S. Colorado Blvd, Ste S421, Denver, CO 80222. Company reserves all rights not expressly granted to Customer. Except as authorized in these terms and conditions, Customer shall not sell, rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify, or time share any work product provided or produced by Company to Customer. The company expressly retains and preserves all copyrights on original work products. Upon cancellation or termination of any service or solution provided by Company, Customer understands and acknowledges that the canceled services will be terminated which may include, but are not limited to, website technology and/or plugins provided by Company, theme licenses, 3rd party software, listing subscriptions, media room, and press release functionality on the client’s website. Customer understands and acknowledges that Company is not responsible for negative effects this may have on the Customer or Customer’s clients and Company hereby discloses that cancellation/termination of services may, in fact, have a negative effect on the web presence or search rankings of the company which canceled services and will affect the website functionality for the proprietary components that were installed by Company and removed by Company upon cancellation or termination of services. Company strongly advises that Customers inform and educate their clients ahead of time of these factors and dynamics so that they are fully informed of the potential outcomes of terminating services.

Monthly payments and invoicing for services will be done via credit card and are due on the 1^st of each month. Payments received after the 5^th of each month will be charged a monthly late fee equal to 10% of Payment amount. Late payments shall be applied (i) first, to late fees then due, and (ii) second, toward payment of monthly service fees. Payment must be made in full via credit card.

For any payment not received when due, Company may, in its absolute and sole discretion: (1) Suspend any and all services Company is providing Customer under the invoice(s); (2) charge interest at the highest rate permitted by law for any unpaid balance(s); (3) additionally, Company is entitled to recover any costs or fees expended in connection with the collection of unpaid invoices that become more than 30 days delinquent, including but not limited to, reasonable attorney’s fees, court costs and any related damages. The parties agree that this subparagraph shall apply regardless of the existence of any applicable primary or secondary written agreement and the parties agree that any primary or secondary agreement is amended to permit these rights.

Insufficient funds. Customer shall pay a fee of $50 for any returned payments due to insufficient funds available for monthly billing and processing of monthly payments due. Insufficient funds fees shall be applied (i) first, to insufficient funds fees then due, and (ii) second, toward payment of monthly service fees. Payments must be made in full via credit card.

Customer waives the right to charge back marketing fees for any reason. A chargeback means a credit, chargeback, reimbursement, or other payment issued to the Company in connection with marketing fees and services. Customer understands that once work has commenced, there are no refunds, whatsoever, under any circumstances.

Company will be responsible for all expenses required for the performance of the contractual services, except for the following, which will be paid for by Customer: Any additional services which are elected by the client such as additional website development, consulting, etc. Company will submit a budget and expense to be approved by the Customer and the Customer must approve the terms and the Company must receive payment before the work is done for any of these additional services.

C. WEBSITE DEVELOPMENT SERVICES —

COPYRIGHTS

Company exclusively owns a copyright on ALL of its own intellectual property such as content, software source code and custom website code, including but not limited to, text, content, images, designs, layouts, themes, videos, logos, technical data, documentation, programming code or other work product, that may be integrated into or become part of work being done for Customer. Customer acknowledges and agrees that the products, source code, object code, the software, the ideas, methods of operation, strategy, processes, know-how, aesthetic aspects, sub-systems and platform modules included in the products, graphical user interface(s) for the Products, and the look and feel of the Products are proprietary intellectual property which contain valuable trade secrets and all Intellectual Property Rights are owned exclusively by Company.

Customer acknowledges and understands that software and website development involves hundreds if not thousands of small details and that development of a new website or software product/integration often involves new ideas, evolutions, iterations or changes that the Customer would like implemented as the project develops over time. Customer also acknowledges that it is impossible for Company to anticipate Customer’s exact development and design wishes as the project gets underway and that the estimated time to complete a project in the invoice are solely a good faith estimate provided for the Customer’s own budget/resource planning and is in no way a guarantee the work performed and completed under the invoice will be completed under the time estimate provided. The actual amount of time required may be higher or lower for any number of reasons, many of which are stated herein. Any requests (oral or written) for changes, additions or revisions to the project AFTER development has started under this Agreement will incur an additional charge at the standard hourly rate of $110/hour. Company will notify Customer of any need to begin billing for additional development time in advance and Customer will need to approve the additional billing before Company continues any further work on the project. Customer acknowledges and understands that if Customer does NOT approve the additional time and billing needed to complete a project after the Company provides notice, the project will be suspended and may not be completed.

GRANT OF RIGHTS

While Website Development and/or SEO services are being performed, no 3rd party will be given access to the back-end/administrative controls of the website or any of the Customer’s online directories or social media accounts. This includes cPanel and registrar/manager access for 3rd parties. This is done to protect the Customer’s site and the delicate matters regarding Search Engine Positioning on Google and other search engines.

GUARANTEES

Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Company for inclusion on the website above are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Company and its subcontractors from any liability or suit arising from the use of such elements.

Company is not responsible for Customer’s overwriting finished SEO work to Customer’s site.  (i.e. Customer webmaster making changes and uploading over work already provided by Company). Customer will be charged an additional fee for re-constructing meta tags, content inclusion, etc. based on the hourly rate of $110/hour.

ACCESS

For the purposes of providing these services, Customer agrees to provide, if necessary:

• Give the Company website and FTP access to the main site for uploading new pages, and making changes for the purpose of optimization.
• Customer authorizes Company use of all client logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by Company for search engine positioning and optimization.

SCOPE OF WORK.

In the design and development of this proposed website, Company and Customer have agreed to develop a new website based on the Customer’s current website and content and will include the specifications as outlined by the Customer.  If there are any additional requirements requested from the Customer, the requirements will be agreed upon between Company and Customer.

Additional requirements can therefore require additional fees, which must be agreed upon in writing prior to starting work.  The fees can vary depending on how many alterations there are and how complicated they are to make.  Additional work outside the scope of the project as outlined in section [2] will be based on the hourly rate of $110/hour. The work is scheduled to be completed within 2 months of the date of this contract signing and receipt by both parties. Delays that are out of Company’s control may delay the process.  This includes delayed delivery of content (such as text, images, video, logo, etc.) to be provided by the Customer.

AMENDMENTS AND REVISIONS

The design of this webpage(s) will be specified to the requests of the Customer.  The webpage will be presented upon its completion and approved by the Customer before it is officially completed and launched.  A maximum number of 2 revisions to the website design may be requested.  Once these revisions are completed, if there are additional revisions that need to be made, a new agreement will be formatted with additional fees paid by the Customer. Differences in opinion in artistic direction cannot be controlled; however Company designers and artists will use their experience and judgment to complete a website which resembles the Customer’s visions as closely as possible.

CUSTOMER DELAYS

If for any reason there is a delay greater than three (3) business days in conveying any required material, images, login information, or content from the Customer to Company that is required to complete the project within the timeframe specified above in section “SCOPE OF WORK”, payment in full for the website development project shall be due to Company. Company shall not be responsible for on time delivery of the completed website. The website will still be completed as information or material becomes available.

LIMITATION OF LIABILITY

Company agrees to complete the website to their specifications and requirements by the agreed upon date.  Any additional revisions which are considered outside of this agreement will require a new agreement and additional fees.  If the Customer does not have a new agreement in place, Company is not responsible for completing any of the revisions requested by the Customer.  If a Customer is unhappy with the completed design of their webpage, Company may choose to make additional revisions or changes to the website at Company’s discretion. Once ownership of the website is accepted by the Customer, additional changes or updates will require additional work agreements for any work completed.

MODIFICATIONS BY A THIRD PARTY OR CLIENT

Company is only responsible for the work they complete.  If for any reason a third party causes damage, interruption, or errors to the website or it’s functionality elements, Company will not be held responsible for these damages. Company will modify or correct these changes or errors at a standard rate of $110/hr with the Customer’s prior approval.

D. SEARCH ENGINE OPTIMIZATION SERVICES —

Company agrees to provide Customer with Search Engine Optimization and Reporting Services (hereinafter referred to as “SEO”) as described in this agreement. Company is authorized to use any and all keywords and/or phases for development, improving the ranking of, and/or positioning the contents of the Customer’s URL in the search engines and/or directories that are most frequently used by the general public.

SEO Services are intended to provide the client with preferential positioning in selected search engines and report results on an ongoing and timely basis.  SEO Services include:

• Research keywords and phrases to select appropriate, relevant search terms.
• ‘On page’ optimization that includes editing and/or optimization of content, image optimization, video optimization (if applicable), meta data optimization, various html tags and page text as necessary prior to submission to selected search engines and directories.
• Create as required, additional web pages for the purpose of “catching” keyword/phrase searches.
• Obtaining “back links” from other related websites and directories in order to generate link popularity and website traffic.
• Hand-submit your pages to the search engines and directories that will yield the best results.
• Create positioning reports for main site and any associated pages showing rankings in the major search engines and under which keywords.

ACKNOWLEDGMENTS

Customer acknowledges the following with respect to SEO services:

• Company has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. Customer site may be excluded from any directory at any time at the sole discretion of the search engine or directory. Company will resubmit those pages that have been dropped from the index.
• Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, Company does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase or search term.
• Some search engines and directories may take as long as two months, and in some cases longer, after submission in order to index and/or list your site.
• Occasionally, search engines will stop accepting submissions for an indefinite period of time.
• Occasionally, search engines will drop listings for no apparent or predictable reason. Often listing will “reappear” without any additional submissions.  Should the listing not reappear, Company will re-submit the site based on the current policies of the search engine in question.
• Company is not responsible for changes made to the search engine business listings or other directory listings submitted by other parties that adversely affect the search engine rankings of the Customer’s listings.
• Some search directories offer premium or expedited listing services for a fee. Company encourages Customers to take advantage of these premium and expedited services. Customer is responsible for expedited service fees unless otherwise noted in the package Customer purchases. Customer will be notified in advance of any extra fees that may be incurred by Customer.

Customer agrees to submit all data, information, and content to Company in the format specified by the Company within 48-72 hours of request.

• Company details and graphics
• Supply us with logos, artwork, and other photo or video media that you would like us to use in your branding.
• Complete an initial consultation questionnaire in order for us to gather your company details, keywords, and other media to build your promotional resources.
• Company Online Resources
• Customer agrees to make it a priority to approve and follow up with issues in relation to Reputation Marketing. Example:  Supplying new Reviews each month, following up with original and unique responses to Customer reviews, obtaining video testimonials from customers, etc.
• Customer agrees to supply Company with reviews each month.

LIABILITY

Company warrants that it uses a wide variety of link building strategies and techniques from several different sources.  Due to the permanence of content on the Internet, we take great care in managing the links and content that are related to the Customer’s website domain.  But website content and/or links to the Customer’s domain are sometimes associated with 3^rd parties outside of our control. Company may not be held liable for website content or links generated by any 3^rd party site.

E. SOCIAL MEDIA SERVICES —

Permission and Authorization

Customer hereby authorizes and gives full permission to Company to perform the following on various social media sites for Customer or for customers of the Customer during the period of this Agreement.

• Setting up social media platforms such as Facebook, Instagram, Twitter, YouTube, etc.
• Creating content & designs and creating engagement as well as ongoing management of these social media platforms
• Post regular updates on social media sites. For the terms of this Agreement, it has been agreed upon that social media posts and updates will be posted once each on every day Monday through Friday for a total of 5 posts per week for the agreed upon social media sites for Customer or for customers of the Customer.
• Monitoring social media conversations
• Upload pictures, videos and other audiovisual elements
• Company shall ensure that there is uniform communication and brand strategy across all of the social media platforms

Information and Detail for Customer. Please note that the following details and information must be provided to Company on a regular basis by the Customer.

• Pictures: All pictures from events, product pictures, job photos, etc.
• Videos: All videos from events, product showcase videos, etc.
• Event details: Any and all event details in advance so that we can update the online portals and create a buzz about the events.
• Details of logins: All the login details for social media sites that already exist.
• Previously used promotional material: All previously used posters, ads, magazine ads, and other promotional material so that we have a good idea of the branding look and feel.
• Brand manual or any existing guidelines: A copy of any brand manual or guideline manual if it exists. Also, high resolution images of the logos.
• And any other important information and newsworthy items for the brand that can be shared with the online community.

SOCIAL MEDIA PLATFORMS

For this Agreement, the agreed upon social media platforms to post on will be Facebook and Instagram. Additional platforms can be included at a later date by written consent of both Customer and Company. Posting on additional social media platforms may incur additional fees based on written consent of both Customer and Company.

F. PAY PER CLICK SERVICES (PPC) —

Our PPC advertising campaigns are based around competitive analysis and optimum keywords are derived from extensive research and A/B split testing. Our goal will be to increase your web traffic/click-through rates (CTR) and conversions by identifying and or creating specific landing pages and targeting PPC ad copy for the critical search terms your prospects are searching on. By placing your web visitors onto a specific landing page that was designed for the term they searched for, you will increase conversion rates and in turn, generate a greater return on investment (ROI).

As part of each PPC advertisement management service program, we perform a great number of tasks. Specifically, these tasks include:

Keyword Research and Selection: Whether you have an existing pay per click internet advertising campaign or not, we perform keyword research as a best practice to ensure the campaigns are employing the appropriate keywords.

Creative Development: We write custom and unique creative (titles and descriptions) to help maximize click-through and conversion rates.

Landing Page Identification: We identify the best existing destination or recommend improvements to facilitate site-level conversion.

Implement Campaign Tracking: We will work with Customer staff to implement tracking codes to aid in tracking conversions.

Advertisement Submission: We will upload and submit the keywords and associated creative to PPC Accounts.

PPC Account Settings: We will establish and monitor the numerous Account Settings (daily max spend, match type, countries, etc.) to maximize business goals.

PPC Bid Management: We provide PPC bid management tasks including bid gap monitoring, bid price changes, and bid position maintenance.

PPC Monthly Analysis: We perform a month-end analysis of campaign performance, including individual keyword costs, conversions, and performance trends.

Campaign Improvements: We will suggest and implement PPC campaign improvement, including changes to Title/Description copy, keyword list modifications, and bid adjustments.

Creative Testing: We will perform periodic testing of new creative (titles and descriptions).

Google, Facebook and other 3rd Party Media Fees: Monthly payments for PPC to Google Adwords, Facebook/Meta Ads Business Manager, Yelp Ads and any other 3rd-party advertising platforms will be placed on Customer’s credit card. Ad budget will be agreed upon in writing in advance between Company and Customer.

Customer Provided Material & Decisions: Customer will provide in a timely manner to Company all materials and decisions, including but not limited to text content, stock graphics, project pictures, customer logos in proper electronic format, etc., required by Company under this agreement.

G. PRINT DESIGN —

Design costs paid to Company are non-refundable. Printing costs paid to Company are refundable only if printing error is determined to be the responsibility of the Company. Company is not liable for damages incurred due to printing errors or problems from our files if full specifications from your printer were not provided or were incorrect/inaccurate, or if you supply the wrong files to your printer. Company never provides printing services, only print design. It is Customer’s sole responsibility to have design files printed and the Company has no responsibility in any way for the outcome of how Customer uses the design files provided by Company. Company will provide Customer with standard design file formats for a printer to use.

H. CONSULTING SERVICES —

Payments for all consulting services are non-refundable without exception. Consulting services provide immense value in the knowledge, advice, trade secrets, methods, strategies, tactics and other valuable considerations provided by us in and through the consultative process.  Because of the nature of these services we do not provided refunds on any payments made on any invoice for consulting services by Company.

I. CREDIT CARD AUTHORIZATION | CHARGEBACKS | DECLINES —

You authorize Company to bill all charges related to products and/or services provided by Company to the credit card provided by you and agree to pay these charges according to the cardholder agreement.  You agree that there are no refunds for any reason under the terms and policies stated herein. You hereby irrevocably authorize and instruct the card issuer to deny any chargeback requests relating to this charge authorization at anytime and for any reason and agree that fax, digital or electronic transmission of this agreement and/or payment on any invoice is mutually acceptable and legally binding under these terms and conditions and constitutes acknowledgment of these terms and conditions as noted on the associated invoice.

If, at any time after you have placed your order and made a payment for the product/service from our site or over the phone, you subsequently attempt to file a chargeback with your credit card company or your credit card is declined, we reserve the right to have your work removed from the Internet immediately and cease all work in progress.  In the event of a decline or chargeback being filed where you are still in possession of any of Company’s work product, we may commence any necessary legal action to prevent any unauthorized or unlawful use of our work or work product.  All files are to be returned to us immediately and are not to be used by the Customer at any future stage until the decline or chargeback issue has been resolved and we have been compensated for work performed, products and/or services, or both.

If we receive a decline, chargeback or payment dispute (i.e. Credit Card dispute or PayPal Dispute) from a credit card company or bank, your service and/or project will be suspended without further notice.  A $250.00 decline/chargeback fee (issued to recover fees passed on to us by our merchant account and/or back and labor to process), plus any outstanding balances accrued as a result of the chargeback(s) must be paid in full before service is restored, files delivered, or any further work is done. Instead of issuing a chargeback, contact us to address any billing issues or questions.  Requesting a chargeback or opening a credit card dispute for a valid charge from us is a fraud and is never an appropriate or legal means of obtaining a refund. Please read and make sure you fully understand our billing, payment terms and refund policy prior to making a payment. If any arbitration or legal proceeding is brought for the enforcement of these terms and conditions under this Agreement, or because of an alleged breach, default or misrepresentation in connection with any provision of this Agreement, or other dispute concerning this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney’s fees incurred in connection with such arbitration or legal proceeding.  This agreement shall be governed by and construed in accordance with the laws of the state of Colorado. Both parties agree to the exclusive jurisdiction and venue of the courts of Denver County, Denver, Colorado.

J. TERMINATION AND CANCELLATION —

Recurring services Agreement automatically renews annually at the end of each 12 month term. Customer must provide 30 day written notice of cancellation before end of 12 month contract term if Customer chooses not to continue beyond each twelve (12) month term.

Upon Customer termination, Company will work with Customer to transfer hosting and website files to the hosting account of Customer’s choice before the last day of this Agreement. There will be no charges incurred for these services as long as services are performed before the last day of this Agreement. There will be no charges incurred for these services unless an agent of the Customer overwrites any files or work completed by Company that must then be transferred again by Company (i.e. Customer webmaster making changes and uploading over work already provided by Company). Customer will be charged an additional fee for re-transferring website files, new hosting set-up, etc. based on the hourly rate of $110/hour.

If any provision of this Agreement is deemed to be invalid or unenforceable, the remaining provisions of this Agreement shall be valid and binding and of like effect as though such provision were not included.

K. GENERAL —

During the course of providing products and services to Customer, Company may document, record, notate and/or transcribe meetings conducted with and on behalf of Customer.  Company retains full and complete ownership of all work product and deliverables including any Intellectual Property rights, copyrights, design rights and know-how for any Products or Services delivered under all related invoices and any intellectual property developed during the course of performing the Services.  Customer acknowledges and agrees that the content, products, source code, object code, software, the ideas, methods of operation, processes, know-how, aesthetic aspects, sub-systems and marketing strategies are proprietary materials that contain valuable trade secrets and that all Intellectual Property Rights to the Products are owned exclusively by Company and its respective third parties, subject to any License between Company and its respective third parties.  In addition, Company shall own all improvements to the Company’s deliverables and services, enhancements to the Company’s deliverables and services, and derivative works of the Company’s deliverables and services. Customer hereby assigns and will cause Customer’s employees and independent contractors to assign, to Company, all of Customer’s rights in and to such deliverables and intellectual property.

Reservation of Rights. Company reserves all rights not expressly granted to Customer.  Except as expressly authorized in writing by Company, Customer shall not sell, rent, lease sublicense, distribute, transfer, copy reproduce, display, modify or time share any Deliverable.

Governing Law and Venue. These terms and conditions have been negotiated and executed in the state of Colorado and shall be governed by and construed under the laws of the state of Colorado. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Denver County, Denver, Colorado, and the parties hereto agree to and do hereby submit to the jurisdiction of such court. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY ON ANY MATTER WHATSOEVER OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

L. DISCLAIMER OF WARRANTY —

DISCLAIMER. EXCEPT AS EXPRESSLY DESCRIBED IN THIS WARRANTY SECTION, COMPANY MAKES NO WARRANTY OF ANY KIND. COMPANY DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, REPRESENTATIONS, AND CONDITIONS WITH RESPECT TO SERVICES AND DELIVERABLES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, GOOD TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION MAY NOT APPLY TO THE CUSTOMER. COMPANY DOES NOT WARRANT THAT THE SERVICES, ANY WORK PRODUCT OR DELIVERABLE PROVIDED WILL BE WITHOUT DEFECT OR ERROR.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN COMPANY, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES (COLLECTIVELY, “AGENTS”) SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.  THE CUSTOMER ASSUMES THE ENTIRE RISK AS TO THE USE AND PERFORMANCE OF THE PRODUCTS AND SERVICES AND THE APPLICATION OF THE DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CORRECTNESS, OR OTHERWISE.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, BOTH PARTIES EXPRESSLY WAIVE THE APPLICABILITY OF THE UNIFORM COMMERCIAL CODE AND ANY OTHER STATUTORY COMMERCIAL TERMS.

Exclusions. This warranty excludes non-performance issues that result from third-party hardware or firmware malfunction or defect; software not developed by Company; incorrect data or incorrect procedures used or provided by Customer or a third party, or defects which are outside the reasonable control of Company. Customer will reimburse Company for its reasonable time and expenses for any Services provided at Customer’s request to remedy excluded non-performance issues. This warranty shall immediately cease if Customer or any third party modifies any portion of a Deliverable and/or modifies Customer’s system so that a Deliverable is no longer functional or appropriate.

M. LIMITATION OF LIABILITY —

TO THE EXTENT THAT ANY PRODUCTS AND SERVICES ARE SUBJECT TO A SECONDARY AGREEMENT, THEN COMPANY HAS NO LIABILITY IN RELATION TO SUCH PRODUCTS AND SERVICES UNDER THIS AGREEMENT AND THE PARTIES AGREE THAT – EXCEPT TO THE EXTENT EXPRESSLY PERMITTED UNDER THIS AGREEMENT – ANY CLAIM SHALL ONLY BE MADE UNDER THE TERMS OF THE APPLICABLE SECONDARY AGREEMENTS. THE CUSTOMER AGREES THAT IT CANNOT SEEK AWARDS FOR THE SAME DAMAGES UNDER BOTH THIS AGREEMENT AND ANY SECONDARY AGREEMENT.

IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY UNDER THESE TERMS AND UNDER ITS SECONDARY AGREEMENTS FOR THE PRODUCTS AND SERVICES EXCEED THE ACTUAL FEES PAID BY THE CUSTOMER TO COMPANY FOR THOSE PRODUCTS AND SERVICES AS DETAILED IN THE APPLICABLE INVOICE OR ORDER FORM.

COMPANY AND ITS AGENTS SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT DAMAGES, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES, OR INCIDENTAL DAMAGES, LOSS OF REVENUES OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, DATA LOSS, AND LOSS OF BUSINESS OPPORTUNITY EVEN IF COMPANY OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OR SUCH DAMAGES OR CLAIM OR IF CUSTOMER DEFAULTS.

N. CONFIDENTIALITY AND NON-DISCLOSURE

Each party agrees to keep in confidence any confidential or proprietary information it receives from the other party. “Confidential Information” means any and all business and technical information provided by or which will be provided or disclosed by Company to Customer concerning Company’s respective interests and activities which the Company deems proprietary and confidential, including but not limited to, Company’s communications and actions with customer (verbal and non-verbal), customers, software technology, software systems, source code, object code, design details, user interfaces, databases, financial information, trade secrets, know-how, algorithms, processing procedures and equipment, standards and specifications, product samples, product development plans, proposed products and services, business plans, business information, customer lists, prices, market and sales information and plans, search engine optimization know-how and methods, market research and analysis, keyword and vertical market research, niche and local search marketing strategies, business plans, internal materials, data, reports, ideas and any non-public information which concerns the Company’s business and operations disclosed in any form or format, including, without limitation, written or other tangible medium, graphic, oral, visual, digital, electronic and/or machine readable or other non-tangible medium (hereinafter “Confidential Information”). Customer agrees that it shall not disclose any of Company’s Confidential Information to third parties, including but not limited to, any public, private or online forum or reviews website. Customer’s payment on an invoice shall be construed as Customer’s acknowledgment and agreement with these terms and conditions of Confidentiality and Non-Disclosure concerning the relationship between Company and Customer and any Confidential Information that Customer may acquire during the course of conducting business with Company. Customer agrees that any breach related to Confidential Information may cause irreparable harm to Company. As a result of such breach, Company shall be permitted to seek injunctive relief and damages to prevent and limit any such harm.

ACKNOWLEDGMENT

The Customer hereby acknowledges having read these terms and conditions and hereby agrees to be bound by said terms and conditions. Payment on any invoice by Customer shall be deemed as customer’s acknowledgment, understanding and agreement to be bound by these terms and conditions.

MAILING ADDRESS FOR ALL WRITTEN NOTICES

Home Remodeler SEO
1685 S. Colorado Blvd
Ste S421
Denver, CO 80222
support[at]homeremodelerseo.com

PLEASE NOTE THAT THESE TERMS AND CONDITIONS MAY BE MODIFIED FROM TIME TO TIME AS NEEDED AT THE SOLE DISCRETION OF THE COMPANY.