1. REPUTATION SERVICES
SEO PROFILE DEFENDER provides a variety of online reputation management services (the “Services”). A general description of the services may be found at profiledefenders.com website The Service Agreement signed by Client shall specify the scope of the specific Services that Client is purchasing under this Agreement. The Client must be the individual or entity, or an authorized representative of the individual or entity, for whom the Services will be performed. If not, Client must provide verification that it has the authority to secure Services on the third party’s behalf or must be the parent or legal guardian of a minor for whom Services are purchased. All services are binded by our contract terms below unless specifically state in the contract that the terms & conditions here within are superseded.
2. AUTHORIZATIONS AND CLIENT RESPONSIBILITIES
2.1 Reputation Advocate. Client authorizes Company to be Client’s reputation advocate. In this role, Client authorizes Company to, among other things, use Client’s information to search the Internet and the “deep Web” using any tools available and to take actions based on the results of these searches that the Company deems reasonably necessary in order to provide the Services. Because search remediation activities are included in the Services, Client also authorizes Company to use optimization techniques to promote welcome content above unwelcome content on Internet search engines. Client recognizes that such techniques may have unpredictable side-effects, including but not limited to negative responses from others. We are not Client’s lawyer and do not offer legal advice, nor does this Agreement or the Services create any attorney-client relationship or legal representation. We do work on your behalf in an effort to improve your overall reputation online and you give us such permission to do so.
2.2 Your Cooperation Required. To perform the services, the Company requires information from the Client and the active participation of the Client to review and approve content, among other things. Client agrees to provide the information required by Company in order to perform the Services, and Client understands that the quality and quantity of the information that Client provides to Company may impact the effectiveness of the Services. Client also agrees to timely and promptly respond to requests for information and content approvals.
2.3 Accounts and Domains. Client authorize Company to act on Client’s behalf in creating accounts on other websites in Client’s name as Company reasonably determines is beneficial to providing the Services. If the acquisition of a domain names is included in the Services, Client will cooperate with Company as necessary to procure any domain names or similar registrations and will direct the domain names to a location identified by the Company.
2.4 Content Publishing. If content creation and publishing is included in the Services, Client authorizes Company to use the information Client provides (the “Client Materials”), as well as any publicly available information that Company reasonably deems to be useful in providing the Services, to create and publish Web content, including content that represents Client. Client grants Company the right to modify and publish any or all of the Client Materials or Web content created therefrom on any websites Company reasonably deem appropriate for the purposes of providing the Services, and Client hereby grant to the Company and its authorized personnel a worldwide, royalty-free, fully-paid, non-exclusive, transferable (in connection with an assignment of the Agreement), sublicensable (as necessary to perform the Services) license 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 Client Materials as we deem appropriate to perform the Services. The Company will own, subject to any Client Materials therein, all right, title, and interest in and to any materials, content, or other works of authorship created by or on behalf of the Company and used in connection with the Services provided under this Agreement (the “New Content”). The Company acknowledges and agrees that Client will own all right, title, and interest in and to any Client Materials. Following the end of the Engagement, and provided that all amounts due under the Agreement have been paid in full, then all right, title, and interest in all New Content will revert to the Client.
2.5 Permitted Use. The Company does not allow its Services to be used in connection with any illegal activities or activities that it reasonably deems improper in its sole discretion. The Company reserves the right to take preventative or corrective actions to protect the Company and its users if it determines its Services are being used for improper purposes. Client’s use of the Services is conditioned on Client’s compliance with the rules of conduct set forth in this Section. Any failure to comply may result in termination of Client’s Engagement and the Services. While using the Services, Client are not to: (a) impersonate any person or entity, falsely state or otherwise misrepresent Client’s affiliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information; (b) defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (c) access or use (or attempt to access or use) another user’s account without permission; (d) transmit any software or materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature; (e) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any aspect or portion of the Services; (f) “frame” or “mirror” any aspect or portion of the Services; (g) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Services (if applicable); or (h) harvest or collect information about or from other users of the Services. Subject to the limited rights to use the Services pursuant to this Agreement, Company retains all rights, title and interest in and to the Services, including all related intellectual property contained therein.
2.6 HIPAA. If you are a Covered Entity, as that term is defined in the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and you intend to disclose, transmit, or otherwise provide access to Protected Health Information, as defined in 45 C.F.R. § 160.103, to Company in connection with the services described above, then you must (1) notify Company of your status as a Covered Entity
3. FEES AND PAYMENT FOR SERVICES
3.1 Fees for Services. Client agrees to pay all fees specified in the Service Agreement. Client is responsible for providing complete and accurate billing and contact information and for notifying us of any changes to such information. Except as otherwise expressly stated on a Service Agreement, all sales are final, payment obligations are non-cancelable and fees paid are non-refundable. If you are on a contract with a credit card that is due to expire during the billing period then your card will be billed the last day the month before your card is due to expire. If you do not make your future payments in the billing cycle then we have the right to send your payment to collections.
3.2 Credit Card Authorization. By submitting a credit/debit card (“Payment Accounts”) data to the Company, Client authorizes the Company in its complete discretion to submit a financial transaction(s) to Client’s issuing bank for settlement. Client agrees to contact the Company in the event that the Client desires to cancel a recurring charge, prior to the next billing cycle, though cancellation of the recurring charge may not relieve Client of your legal obligation to pay. Should Client fail to contact the Company, Client agrees to indemnify and hold the Company harmless from any losses or damages that Client suffers as a result of a recurring charge. If Client thinks that there is an error on your account, including an incorrect amount or unauthorized transaction, Client agrees to contact the Company prior to the next billing cycle.
3.3 Taxes, Late Fees and Penalties. Client shall be responsible for paying any applicable taxes related to each Service Agreement. Payments by the Client are due and payable on dates set forth in Service Agreement. If payment is not received by due date, Client shall be assessed a late fee on the overdue amount at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If the amount owing by Client under any Service Agreement is thirty (30) or more days overdue, Company may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full.
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