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Terms of Service By signing up with KeywordXRAY.com, you agree to the following Terms of Service. This Agreement provides the terms and conditions governing the use of KeywordXRAY.com's services. You agree to use your KeywordXRAY.comT account in a manner that is consistent with all applicable laws and regulations and in accordance with the terms and conditions discussed herein. This Agreement is between KeywordXRAY.com, a Silver Star eMarketing LLC property (hereafter referred to as "the service provider") and all its subscribers (hereafter referred to as "the client"). Unless the context requires otherwise, the service provider, and/or its assigns shall be referred to as "us", "we", or "our" and the client shall be referred to as "you", "your", or "subscriber." I understand that the service provider, and/or its assigns do not guarantee, imply, or predict any type of profit or response from said services. The client irrevocably covenants, promises and agrees to indemnify the service provider and/or its assigns and to hold the service provider and/or its assigns harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature which the service provider and/or its assigns may sustain or to which the service provider and/or its assigns may become subject arising out of or relating in any way to the use of the services provided under this Agreement, including, without limitation, in each case attorneys' fees, costs, and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages or liabilities. Privacy Statement The service provider will not rent, sell, access, or in anyway use the client's customer database information. This information will be kept strictly confidential in the highest manner possible. Due to the nature of the technologies and Internet stability, the service provider and/or its assigns provide, service interruptions may occur. No full, partial, or prorate refunds will be made as adjustment for any such service interruption. The client hereby acknowledges that changes in the nature of the services which may be offered under this Agreement which are beyond the control of the service provider and/or its assigns do not constitute grounds for full or partial refund of any advance fees paid. Services Services to be Provided The service provider agrees to provide the client, directly, or through our subcontractors and affiliates, with services to aid in their online marketing activities. Service Fees By using KeywordXRAY.com's services, you agree to accept the fees you may incur as a result of using the service provider's software, including but not limited to, fees for supplemental services or features and purchases made through the use of the service provider. Subject to any applicable law, fees, and charges for KeywordXRAY.com's services are non-refundable unless the pricing terms for the applicable service expressly states otherwise. This Agreement and the client's use of KeywordXRAY.com's services shall become effective on the date the order is submitted by the client to the service provider ("Effective Date"). The Period of Performance of this Agreement shall commence on the Effective Date and shall automatically renew for additional like periods ("Renewal Periods") under the same terms and conditions as herein agreed, which may be amended from time to time, unless and until either party provides the other party with notice of termination (refer to account Cancellation instructions below) at least seven (7) days prior to any Renewal Period. The service provider will continue to renew automatically unless terminated by KeywordXRAY.com or until the client notifies KeywordXRAY.com of your intent to change your service renewal. For account cancellation instructions refer to the CANCELLATION POLICY found in these Terms of Service. Method of Payment The client must provide a valid method of payment (credit card or other pre-arranged payment method) prior to and during any time the client receives KeywordXRAY.com's Services. The Renewal Fees will be due three (3) full days prior to the recurring effective date of the Renewal Period, and will be automatically debited from the client's credit card prior to that date. Service fees for each Renewal Period will be invoiced thirty (30) days prior to the commencement of the Renewal Period. The client acknowledges and agrees that the service provider will not require any additional authorization for any recurring payments or automatic billing options. Accounts are considered in default if the payment is not received with three (3) days after the effective date of the Renewal Period. The service provider may suspend or terminate use of the KeywordXRAY.com's services if the client fails to provide a valid designated payment method upon request, or if KeywordXRAY.com is unable, for any reason, to bill charges to the client's designated payment method. If the payment is more than five (5) days past due, the client will be liable for any fees KeywordXRAY.com incurs in its efforts to collect any unpaid balances. Any billing problems or discrepancies must be brought to KeywordXRAY.com's attention within thirty (30) days from the date the client is billed. If you do not bring them to KeywordXRAY.com's attention within thirty (30) days, you agree that you waive your right to dispute such problems or discrepancies with KeywordXRAY.com. If you have any billing-related questions or want to stop a recurring payment from being charged to your designated payment method contact our billing support department through the KeywordXRAY.com support center. Acceptable Use Policy The client is solely responsible for the content of transmissions through the service. The service provider does however, reserve the right to take any action with respect to the service that it deems necessary, or appropriate, in KeywordXRAY.com's sole discretion if it is deemed that the client's transmissions or use of the Service may create liability for KeywordXRAY.com. The client's use of the service is subject to all applicable local, state, national, and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, trafficking of obscene material, anti-discrimination, or false advertising). The client agrees: (1) to comply with all United States laws, rules, and other regulations applicable in connection with the service; (2) not to use the service for illegal purposes; (3) not to use the service to infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (4) that illegal adult oriented websites featuring nudity and acts of a sexual nature are expressly prohibited; and (5) not to transmit through the service, through feedback or otherwise, any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material of any kind or nature. Termination We may terminate your account:
No Warranties WE MAKE NO WARRANTIES TO THE CLIENT OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICE KEYWORDXRAY.COM, ITS SUBCONTRACTORS AND AFFILIATES PROVIDE YOU. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE. We shall not be liable for any damages suffered by the client, whether indirect, special, incidental, exemplary, or consequential, including, but not limited to, loss of data or service interruptions, regardless of cause or fault. We are not responsible for lost profits or for loss of data or information. If notwithstanding this clause we are held liable to you. While we take all reasonable precautions to ensure your database is secure and protected the client understands and agrees that the service provider is under no obligation to export, extract, retrieve or "massage" the client's database except through our EXPORT function. Terms The client agrees: (1) to use our system in a manner that is ethical and in conformity with community standards; (2) to respect the privacy of other; (3) to respect the legal protection provided by copyright law, trade secret law, or other laws protecting intellectual property. 4) to accept notifications of service changes, commercial email and similar offers presented through the KeywordXRAY.com system or via email. If the service provider learns of a violation or likely violation of its' TERMS OF SERVICE, we will attempt to notify you. If you do not take immediate remedial action which is satisfactory to us, or in the event of a serious violation of the TERMS OF SERVICE, we reserve the right to terminate your account immediately. Every effort will be made to inform you prior to account termination, and to re-establish your account upon receiving such representations from you as we deem appropriate in the circumstances. KeywordXRAY.com constitutes that our Anti-Spam Policy is an inherent part of our Terms of Service. As such, by submitting to the terms outlined in our Terms of Service, you are also bound to the policies contained in our Anti-Spam Policy. We strictly prohibit any involvement in unsolicited commercial email (UCE) campaigns, commonly known as SPAM. We maintain a Zero-Tolerance policy against SPAM, be it direct, third party or any affiliate or similar agent acting on the account holder's behalf. All lists used in conjunction with the services provided by the service provider, are required to be 100% opt-in. Any merchant reported to be or caught violating these terms of service will be immediately terminated as per KeywordXRAY.com's Anti-Spam Policy. Assignment This Agreement is personal to you. You may not assign your rights under this Agreement without our prior written consent. If you do assign your rights, as would be the case were someone other than you to use your account, you shall remain liable to us for any fees due under this Agreement. We may assign this Agreement at any time. Change of Terms and Conditions We reserve the right to change the terms and conditions of this Agreement as needed. Use of our servers by you after said changes constitutes acceptance of those new terms and conditions. This includes, but is not limited to, the right to change our subscription rates at any time. If you do not agree to the new terms and conditions, you may terminate this Agreement in accordance with our cancellation policy. For changes in subscription rates, we will always give thirty (30) days notice prior to changing subscription rates. Notification of Account Changes You agree to provide us with such other information relating to your use of this service as we deem necessary or desirable. You agree to notify us if your address, email address, telephone number, or billing information changes. Notices All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been given on the date of delivery: if delivered personally to the party to whom notice is to be given; if sent by electronic mail with a cc: to sender; if sent by fax; or on the third day after mailing by first-class mail. General Provisions The subject headings of the articles and sections are for convenience only, and shall not affect the construction or interpretation of any of its provisions. If any portion of this Agreement is found invalid or unenforceable, that portion shall be severed and the remainder of this Agreement shall remain in force. This Agreement constitutes the entire Agreement between the service provider pertaining to its subject matter and supersedes all of our prior Agreements, representations, and understandings. Subject to Section I, no supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. This Agreement may be executed in one or more counterparts. Each shall be deemed an original, but all of which together shall constitute one and the same instrument. If an organization is the subscriber, the individual signing up for our services represents that he or she is duly authorized to enter into this Agreement on behalf of that organization. In the event of a dispute, the parties agree to submit the matter to the Community Dispute Resolution Service or any recognized Arbitration Board located within our state and county, before instituting litigation. |
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