My Extreme SEO Terms of Service
1.MXS Services.
MXS will provide Company with Search Engine Optimization and Search Engine Marketing services (the "Services") consisting of: the alteration of the web site, construction of additional web sites, accounts created with in social networks, communication of non-exclusive information regarding company to out side parties, and action on behalf of, in connection with marketing of Company or it's products and services.
2. Company Authorizations.
Company declares and affirms that it is, and will remain, licensed to do business and will not provide service or product out side of applicable law and regulations in any area in which company operates. MXS is not liable for any actions taken, or damages done by company is any way shape or form.
3. Termination of service.
This Agreement shall apply to a set of Services for the term set forth in the Agreement and will renew on a month-to-month basis thereafter unless Company provides written notice of non-renewal. Upon expiration of the initial term for a set of Services, either Company or MXS may terminate this Agreement without cause on 30 days prior written notice to the other. Termination by Company must be made in writing and delivered to "My Extreme SEO, Attn: Cancellation, 1746 f S. Victoria ave 142 Ventura California 93003." This Agreement may be immediately terminated by MXS without liability in the event Company has failed to perform any obligation required under this Agreement and all amounts due hereunder shall become immediately due and payable. In the event that Company instructs MXS to terminate a set of Services hereunder prior to the expiration of the required notice period, Company shall be liable for an early termination fee equal to the last full-month invoice from MXS for such Services. Company and MXS agree that such early termination fee is a reasonable estimate of damages suffered by MXS and shall constitute liquidated damages and not a penalty.
4. Flat-Rates.
Company agrees to make payments to MXS in U.S. Dollars that will be due and payable upon MXS providing written or electronic invoices to Company and must be paid within fifteen days after each such invoice. Late payments will incur a finance charge of 1.5% per month and Company agrees to pay all costs incurred in connection with collection of past due amounts (including collection agency fees and reasonable attorney fees).
5. Payment.
THE SERVICES PROVIDED BY MXS HEREUNDER, ARE PROVIDED "AS IS" AND MXS MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, CONCERNING THE SERVICES , INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. MXS'S LIABILITY HEREUNDER, IF ANY, SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE MONTHLY SERVICE FEE PAID BY COMPANY FOR THE MONTH IN WHICH THE DEFECT OR BREACH OCCURRED. IN NO EVENT SHALL MXS, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT OR COMPANY USE OF THE SERVICES, EVEN IF MXS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Limitations of Liability.
Company agrees to indemnify and hold harmless MXS and its affiliates and their respective directors, officers, employees, agents and suppliers against any and all losses, liabilities, claims, awards, damages, judgments, settlements, and costs, including fees and expenses, arising out of or related to (i) Company’s breach of this Agreement, (ii) Company's offer, sale, lease, servicing and/or financing of a product through any channel provided by MXS, and (iii) any other act or omission by Company or its associates. Company also acknowledges that company’s use of the Services in violation of this Agreement may cause MXS or its suppliers severe and irreparable harm for which monetary relief would be inadequate and that, upon such misuse or threatened misuse, MXS is entitled to seek injunctive relief to stop such misuse, in addition to MXS's other available remedies.
7. Authorization to act on company's behalf
The provisions of this Section shall apply to the extent the Services provided.
In the event that collection of company Inventory requires MXS or its third-party vendors to access Company’s computer systems to poll data, Company specifically requests and authorizes such access and will provide, and has all rights and authorizations required to provide, MXS with such system access and permissions as MXS reasonably requires. Company hereby grants to MXS a non-exclusive, world wide, royalty-free license to use Company’s Inventory (including all data and images associated with such Inventory records), Company’s name and URL and any trademarks, service marks and related assets provided to MXS by Company ("Materials") for use in connection with providing the services hereunder, including, without limitation, the right for MXS or it's third party providers to display such materials on websites in connection with providing the Services. Company further grants to MXS a non-exclusive, worldwide, royalty free right and license to use the Inventory in aggregate or statistical form. Materials are accepted by MXS upon the representation that (a) all Inventory is accurate and current, and (b) Company has the right to publish the Materials without infringing the rights of any third party and without violating any law. Images and descriptions contained in Company Inventory and related data may not contain Company contact information and MXS reserves the right to edit any such Inventory to exclude such information. MXS reserves the right, in its sole discretion, not to display or distribute any or all Materials. MXS will provide the ability for Company to specify individual products to exclude from the Inventory displayed on websites.
8. Confidentiality.
All information provided to Company in connection with this Agreement, including but not limited to, customer information, MXS pricing, Company reports, is proprietary and confidential. Company agrees not to disclose such information to third parties nor use such information for any purpose except as set forth in the Agreement. MXS agrees not to provide the names and addresses of Company's customers to any third party. This provision shall survive the termination of the Agreement. The parties acknowledge that the Confidential Information referred to above is of a special and unique character that gives it peculiar value and any breach of the obligations hereunder may cause the other party great and irreparable injury that cannot be adequately compensated by the payment of damages. Accordingly, without limiting any other remedies to which the other may be entitled, MXS or Company, as the case may be, shall be entitled to the remedies of injunction, specific performance and other equitable relief to redress any breach or prevent any threatened breach of this section (and the seeking party shall not be required to post any bond or prove any special damages as a condition therefore).
9. Excusable Delays:
MXS shall not be liable for delays in performance caused by fire, flood, act of God, explosion, accident, unavailability of parts or materials, energy shortage, labor trouble, war, acts of terror, inclement weather, sabotage, law or government regulation or any other cause reasonably beyond its control.
10. Requirements.
MXS reserves the right to amend these Terms of Service at any time, provided that MXS shall notify Company of any such amendments in writing, and Company hereby consents to receipt of such written notice via email or via the posting of such amended Terms of Service at the Internet address set forth above or at a page accessible to Company via MXS. This Agreement does not create a joint venture, partnership, employee, agency, franchise, or representative relationship between or among MXS and Company. This Agreement is non-transferable and is non-assignable by Company without prior written approval by MXS. This Agreement and the rights and duties of hereunder may be assigned by MXS to any of its affiliates without notice to Company. MXS may engage any of its affiliates and other subcontractors selected by MXS in its sole discretion to assist in performing services under the Agreement. This Agreement shall be construed and enforced in accordance with the laws of the State of California. Company agrees that venue for any action to enforce or interpret this Agreement shall lie in the state and federal courts located in Los Angeles County, California. Company AGREES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPABY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.