READ THIS AGREEMENT AND THE INCORPORATED DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY. THIS AGREEMENT CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND FLIPSIDE PRODIGY INC. d/b/a AGENCY ACCESS.
SEARCH ENGINE OPTIMIZATION AGREEMENT
This Search Engine Optimization Agreement ("Agreement") sets forth the terms and conditions between You as a Subscriber ("Subscriber") and Flipside Prodigy Inc. d/b/a Agency Access ("Agency Access") of 360 Motor Pkwy, Ste 700. Hauppauge, NY 11788 in connection with Your subscription for Search Engine Optimization services ("SEO").
1. GENERAL TERMS
2. PAYMENT FOR SERVICES
Unless otherwise stated in Your Subscription Agreement, Your Subscription has duration of one year (12 months). Your Subscription Agreement with Agency Access will commence on the day that You a) agree to the Subscription Agreement; or b) receive a copy of the Subscription Agreement; or c) pay the initial payment due for the Subscription, whichever is earliest. The Subscription ends upon expiration of its duration.
4. SUBSCRIBER CONTENT
5. SUBSCRIBER OBLIGATIONS
As a Subscriber, it is essential that You communicate with Agency Access and promptly provide all data, documents, content, art or other information needed by Agency Access without which Agency Access cannot provide Services under Your Subscription Agreement. Your failure to fulfill Your Subscriber's Obligations is wholly out of Agency Access' control and may prevent the completion of Services in a timely fashion or within the Subscription's duration. If Services are not completed within the Subscription's duration due to Your delay or failure to fulfill Your Subscriber Obligations, Agency Access may offer You an opportunity to extend or renew Your subscription at the fee then in effect at the time of Your renewal or extension or otherwise work with you, for an additional fee. However, under no circumstances will Agency Access i) provide any unused Services within after the Subscription has expired and not been extended or renewed, or other fee arrangements made in advance; or (ii) refund any money for any of the expired services.
You and Agency Access agree that each shall maintain and not disclose any and all confidential or proprietary information that is received from the other as a result of or in connection with Your Subscription and/or Services provided in connection therewith. Neither You nor Agency Access will, without the other's prior written consent, disclose to any third party any information concerning the other's proprietary or confidential information and material, including but not limited to the business or method of working of the other party, which may be revealed as a result of or in connection with Your Subscription and/or Services, except as required by law, to the extent that such information may become public knowledge, may be acquired or generated by either party independently from something other than by a breach of this clause or to obtain legal or tax advice.
This clause shall survive termination of the Subscription Agreement.
8. DISCLAIMERS AND LIMITATIONS OF WARRANTIES
Agency Access uses reasonable efforts to provide the Services that You have Subscribed to receive. However, SEO results depend on innumerable factors and market variables that are outside of Agency Access' control. As a result, although SEO is intended to assist you to meet Your goals, final results may vary.
SEO, INCLUDING, BUT NOT LIMITED TO ALL RELATED SERVICES, MATERIALS AND WEBSITE CONTENT, ETC. ARE PROVIDED "AS IS." AGENCY ACCESS EXCLUDES AND DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A GENERAL OR PARTICULAR PURPOSE. AGENCY ACCESS IS NOT LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF SEO, ITS CONTENT AND/OR THE DATA OR SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. SEO, ITS FUNCTIONS, OR THE MATERIALS AND CONDUCT AVAILABLE IN CONNECTION THEREWITH ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. THE SUBSCRIBER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO THE USER'S AND/OR SUBSCRIBER'S USE OF SEO AND ITS ASSOCIATED MATERIALS, INCLUDING THE AGENCY ACCESS WEBSITE OR RELATED SERVICES. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER AGENCY ACCESS NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS ARE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES) ARISING OUT OF SUBSCRIBER'S USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OF SEO, ITS CONTENT AND/OR DATA OR SERVICES PROVIDED IN CONNECTION THEREWITH, WHETHER OR NOT AGENCY ACCESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. LIMITATION OF LIABILITY
11. COMPLETE AGREEMENT
Eff. Date January 29, 2015