Privacy Policy

•  Consent to Privacy Policy. Information collected by SEO Commandos in connection with the Services (including end user information provided at registration or in connection with requests for support) is maintained in accordance with SEO Commandos’s Privacy Policy. By entering into these Terms, Licensee consents to SEO Commandos’s Privacy Policy.

•  Data Rights. SEO Commandos may use and disclose data derived from the use of the Services
(a) as part of SEO Commandos’s business operations, on an aggregate, anonymous basis such that any use or disclosure does not permit a third party to associate any particular data with Licensee and
(b) if required by applicable law. In addition, SEO Commandos may use data derived from the use of the Services for SEO Commandos’s internal purposes, including to operate, manage, maintain, develop, and improve SEO Commandos’s product and service offerings.

licensee representations and warranties

•  Licensee represents, warrants, and covenants to SEO Commandos that:
It has all rights, licenses, and permissions necessary to
(a) enter into these Terms;
(b) use the Services on behalf of each SMB whose profile, ranking, or other status is managed by Licensee through the Services; and
(c) use and process any data uploaded to the Services;

•  It will will comply with all applicable laws, rules, and regulations in connection with its use of the Services, including all applicable privacy and data security laws, rules, and regulations;

•  It will use the Services in compliance with all applicable terms and conditions of any third-party platform, including the applicable terms and conditions of Google, Inc. and its affiliates; and

•  it will not introduce or knowingly transmit any virus, malware, or other harmful code through the Services.

DISCLAIMER

LICENSEE ACKNOWLEDGES THAT ITS USE OF THE SERVICES ARE AT ITS OWN RISK. THE SERVICES ARE PROVIDED SOLELY ON AN “AS-IS” BASIS. SEO Commandos MAKES, AND LICENSEE RECEIVES, NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE. SEO Commandos EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. SEO Commandos DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THEY WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, DEVICE, SOFTWARE, OR OTHER MATERIALS. WITHOUT LIMITATION OF THE FOREGOING, SEO Commandos WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF ANY INFORMATION OR DATA; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES; (C) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (E) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR OF ANY INFORMATION OR DATA OBTAINED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SEO Commandos BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES OR LOST PROFITS (EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THESE TERMS OR ITS SUBJECT MATTER, INCLUDING DAMAGES ARISING FROM LOSS OF DATA, FROM THE DISABLING OF THE SERVICES, OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITATION OF THE FOREGOING, UNDER NO CIRCUMSTANCES WILL SEO Commandos’S TOTAL AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY AND ALL CLAIMS ARISING UNDER THESE TERMS, INCLUDING WITHOUT LIMITATION ARISING OUT OF LICENSEE’S USE OF THE SERVICES, EXCEED THE AMOUNTS PAID TO SEO Commandos FOR THE APPLICABLE SERVICE DURING THE ONE-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY (OR FOR SERVICES BILLED ANNUALLY, ONE-TWELFTH OF THE ANNUAL FEE PAID FOR THE THEN-CURRENT YEAR).

INDEMNIFICATION

Licensee agrees to indemnify, defend and/or settle, and pay damages awarded pursuant to any third-party claim brought against SEO Commandos arising from or relating to (a) Licensee’s use of the Services; (b) Licensee’s breach of these Terms (including any breach of Licensee’s representations, warranties, or covenants under Section 6). In the event any claim is made against SEO Commandos, SEO Commandos will promptly notify Licensee in writing of such claim, and promptly tender the control of the defense and settlement to Licensee (at Licensee’s expense) and cooperate fully with Licensee (at Licensee’s request and expense) in defending or settling such claim. Licensee will not enter into any settlement or compromise of any such claim without SEO Commandos’s prior written consent.

Confidentiality

•  Confidential Information. Licensee will (and will ensure that its employees will) maintain the strict confidentiality of the Services and all information and materials contained in the Services and all information and materials conveyed by SEO Commandos to Licensee in connection with the Services or otherwise under these Terms, including but not limited to, financial information, pricing information, marketing information and the Services’ features and modes of operation, inventions (whether or not patentable), techniques, processes, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, analysis and performance information, user documentation and other technical information, plans and data (collectively, the “SEO Commandos Proprietary Information”). This undertaking will not apply to information that becomes part of the public domain through no act or omission of Licensee or is in Licensee’s lawful possession (as demonstrated by written documentation) prior to the License Period.

•  Non-Disclosure and Non-Use. Licensee will implement and maintain commercially reasonable measures to prevent the unauthorized use or disclosure of SEO Commandos Proprietary Information. Licensee will not disclose the SEO Commandos Proprietary Information to any third party. Licensee shall not use the SEO Commandos Proprietary Information for any purpose other than to exercise its rights under these Terms.

CHOICE OF LAW; ARBITRATION

•  Choice of Law. These Terms shall be governed by and interpreted in accordance with the laws of the State of California, without giving effect to its principles of conflict of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Transactions Act shall not apply to these Terms.

•  Arbitration. Except as provided in Section 4.3 (Injunctive Relief), any claim arising out of or relating to the Services or these Terms that cannot be resolved informally by the parties, after using commercially reasonable efforts to do so, shall be resolved by arbitration in Los Angeles, California in accordance with the Commercial Dispute Resolution Procedures of the American Arbitration Association and, in the event either party seeks injunctive or provisional relief, the Optional Rules for Emergency Measures of Protection; provided that you may not bring any claim more than one year after the incident first giving rise to such claim. The arbitration will be heard and determined by a single arbitrator who is a lawyer or retired judge with experience in the software industry. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction (and the parties agree to the non-exclusive jurisdiction of the state and federal courts located in Los Angeles County, California for such purposes). Each party shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, but not limited to, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration panel, except as may lawfully be required in judicial proceedings relating to the arbitration or by disclosure rules and regulations of securities regulatory authorities or other governmental agencies. No disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY.


MISCELLANEOUS

•  No Assignment. Licensee will not sublicense, assign, delegate, or otherwise transfer these Terms or any of the related rights or obligations for any reason, without the prior written consent of SEO Commandos, and any attempt by Licensee to do so will be void.

•  Use of Name; Publicity. SEO Commandos may list Licensee’s name and logo on SEO Commandos’s website and in SEO Commandos’s promotional materials. Except as provided in the previous sentence, neither party shall issue any press release nor make any public statement about the relationship contemplated by these Terms, without the prior written consent of the other party in each instance.

•  Notices. Legal notices under these Terms shall be in writing as follows:
(a) if to Licensee, to the email address provided upon registration; and
(b) if to SEO Commandos via email to: legal@SEO Commandos.com. Any notice shall be deemed given:
(i) when sent, if by email;
(ii) upon receipt if sent by personal delivery or by certified or registered U.S. Mail (return receipt requested); or
(iii) one day after it is sent if by next day delivery by a major commercial delivery service.

•  Force Majeure. SEO Commandos will not be responsible for any failure or delay in its performance under these Terms or in connection with any of the Services due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, pandemic, epidemic, war, terrorism, riot, acts of God, or outages caused by the failure of public network or communications components.

•  Entire Agreement. These Terms constitute the complete and exclusive statement of the terms and agreement between SEO Commandos and Licensee and supersedes all prior representations, understandings, and communications, oral or written, between the parties with respect to the subject matter of these Terms.

•  No Waiver. The failure of SEO Commandos to insist, in any one or more instances, upon the performance of any term of these Terms will not be construed as a waiver or relinquishment of its rights to such performance or future performance of such term, and the obligation of Licensee with respect to such term will continue in full force and effect.

•  Severability. If any provision of these Terms is invalid, unlawful, or unenforceable to any extent, the parties agree that such provision will be deemed modified to the minimal extent necessary to make it enforceable while still retaining the intent of the parties. In such event, the remainder of these Terms will not be affected, and the remaining provisions of these Terms will continue to be valid and may be enforced to the fullest extent permitted by law.

Changes to Terms. SEO Commandos may, in its sole and absolute discretion, modify these Terms from time to time. All changes to these Terms will be effective when posted, and we will provide prior notice of such changes to you via the Services or the contact information you provide to us upon registration. Your continued use of the Services following any changes to these Terms will constitute your agreement to be bound by such changes. If you object to any such changes, your sole recourse shall be to cancel the Services.