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1.0 AGREEMENT
The Answers 2 Marketing service ("Answers 2 Marketing"
or the "Service"), owned and operated by Answers 2 Marketing, Inc. is
provided to you ("client") under the terms and conditions of this Answers 2 Marketing
Service Agreement and any amendments thereto and any operating rules or policies
(collectively, the "Agreement"). Answers 2 Marketing reserves the
right, in its sole discretion, to change, modify, add or remove all or part of
the Agreement at any time. client will receive notice of such changes and/or
modifications pursuant to Section 16.0 regarding notices.
1.1 By accepting the terms and conditions of the Agreement,
client (a) represents and warrants that he or she is 18 years old or older;(b)
agrees to provide true, accurate, current and complete information about client
as prompted by the Account Registration Form; and (c) agrees to maintain and
update this information to keep it true, accurate, current and complete. If any
information provided by client is untrue, inaccurate, not current or incomplete,
Answers 2 Marketing, has the right to terminate client's account and refuse any
and all current or future use of the Service.
1.2 BY COMPLETING THE ACCOUNT REGISTRATION PROCESS AND
CLICKING THE "PURCHASE" BUTTON, YOU AGREE TO BE BOUND BY THE Agreement.
If these terms and conditions or any future changes are unacceptable to you, you
may cancel your account pursuant to Section 6.0 regarding termination of
service.
2.0 DESCRIPTION OF Answers 2 Marketing SERVICE
By completing this registration, client creates a Service
Account. Service packages include, Meta-Tag Generation, Link Popularity Program,
Tech Support, Web site Submission to Search Engines, Meta-Tag checking, and Web
site monitoring service (Business Pro Plus).
2.1 Meta-Tag Generation - Meta Tag generation tools to
increase a customer's Web site's ranking on search engines.
2.2 Link Popularity Program - Link popularity program to
increase Web sites linking to customer's Web site. It is entirely the clients
responsibility to view and approve the links distributed to clients for
participation in the Link Popularity Program. Answers 2 Marketing is not
responsible or liable for any of the content found at any of the sites in a
clients link list. client should call Answers 2 Marketing customer service and
not upload 'links.html' file if client finds any content on the linked sites to
be objectionable in anyway.
2.3 Tech Support - Live technical support via telephone,
email and online interactive chat on a computer browser.
2.4 Web site Submission to search engines - Submit
customer's Web site to search engine on the web.
2.5 Meta-Tag Checking - Online software that checks
customer's Web site HTML for errors, (Page Checker).
2.6 Web site Monitoring Service - client Web site
monitoring to alert a client when their Web site is not available. The Web site
Monitoring Service is provided on an "as is" and "as
available" basis without warranties of any kind, either express or implied,
including but not limited to warranties of fitness for a particular purpose.
Neither this agreement or any documentation furnished under it is intended to
express or imply any warranty that the Answers 2 Marketing Web site Monitoring
Service will be uninterrupted, timely or error-free. Answers 2 Marketing'S
LIABILITY TO client SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS
ACTUALLY MADE BY client TO Answers 2 Marketing OVER THE COURSE OF THE EXISTING
TERM.
3.0 client REPRESENTATIONS
client affirms, that he is the legal owner of the URL
specified in his account, an employee of the legal owner of the domain, or has
obtained express written permission from the legal owner of the domain for use
of the Service with the domain. client expressly agrees to indemnify Answers 2 Marketing
from any claims by a third party arising from use of the Service with the
specified URL.
4.0 ACCESS RIGHTS
The client grants Answers 2 Marketing permission to
access the URL monitored by the Service as part of his account services. client
acknowledges that the Service will involve continued access by the Service to
the specified URL monitored.
5.0 FEES
The client agrees to pay Answers 2 Marketing the
specified subscription fee for the specified service. Subscription fees are
dependent upon the service package selected.
5.1 MONTHLY PLAN BILLING: You will be charged for your
first 30 days of service. After the 30 days are over, we will begin charging
your account on a cycle billing system. Upon the 31st day of your account being
open, you will be charged for one month's service in advance. Your "billing
cycle" will be from that date to the same date of the next month.
5.2 SIX MONTH PLAN BILLING: You will be charged for your
first 6 months of service. After the first 6 months are over, we will begin
charging your account on a cycle billing system. Upon the 7th month of your
account being open, you will be charged for your next 6 months of service in
advance. Your "billing cycle" will be from that date to the same date
6 months from that time.
6.0 TERMINATION
6.1 Either client or Answers 2 Marketing may terminate
the Service with or without cause at any time and effective immediately and
without prior notice. Answers 2 Marketing may terminate by a written or email
notice to the client. Notices of termination initiated by client must be
telephoned into Answers 2 Marketing customer support for verification purposes. Answers 2 Marketing
shall not be liable to client or any third party for termination of Service.
Should client object to any terms and conditions of the Agreement or any
subsequent modifications hereto or become dissatisfied with the Service in any
way, client's sole recourse is to immediately: (1) discontinue use of the
Service; (2) terminate Service clientship; and (3) notify Answers 2 Marketing of
termination. Upon termination of the Service, client's right to use the Service
immediately ceases. client shall have no right and Answers 2 Marketing shall
have no obligation thereafter to forward any information associated with
client's account. If you pay for your clientship on a monthly basis, you may
cancel at any time and Answers 2 Marketing will not charge your card for any
additional months. Any amounts paid for the month in which you cancel and any
monthly fee(s) for any month expired before your termination are non-refundable.
If you are on the 6 month plan, you must cancel your subscription within 30 days
for a 50% refund of your current 6 month payment. After 30 days, all 6 month
subscriptions are non-refundable.
6.2 Termination. Either party may terminate the Agreement
on thirty (30) days notice if the other party has materially breached or is
otherwise not in compliance with any provision of the Agreement, and such breach
or noncompliance is not cured within such thirty (30) day period. Answers 2 Marketing
reserves the right to immediately suspend any customer access to Answers 2 Marketing
Services until such breach or noncompliance is cured.
6.3 Termination for Illegal or Other Activity.
Notwithstanding the foregoing, Answers 2 Marketing may, but has no duty to,
immediately terminate client and remove it from Answers 2 Marketing servers if Answers 2 Marketing
in its sole discretion concludes that client is engaged in illegal activities or
the sale of illegal or harmful goods or services, or is engaged in activities or
sales that may damage the rights of Answers 2 Marketing or others. Any
termination under this Section 6.3 shall take effect immediately and client
expressly agrees that it shall not have any opportunity to cure.
6.4 Waiver. client expressly waives any statutory or
other legal protection in conflict with the provisions of this Section 6.
6.5 Deletion of Information. Upon termination, Answers 2 Marketing
reserves the right to delete from its servers any and all information contained
in client's account, including but not limited to order processing information,
mailing lists, and any data generated by the Software.
6.6 The provisions of Section 13.0 (Proprietary Rights),
Section 12.0 (Indemnity), and Section 7.0 (Disclaimer of Warranties and
Liabilities) of this Agreement shall survive any termination of the Agreement.
7.0 DISCLAIMER OF WARRANTIES AND LIABILITIES
THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS
IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS
FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED
UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE Answers 2 Marketing
SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL
PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE. THE SECURITY MECHANISM
INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND client MUST DETERMINE
THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS. client ACKNOWLEDGES AND
AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH
THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT client
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. Answers 2 Marketing,
AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS,
EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL
THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE
OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF Answers 2 Marketing IS AWARE OF
THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM clientS USE OR INABILITY
TO USE THE SERVICES OR THE SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS,
OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF
PERFORMANCE OF THE SERVICES OR THE SOFTWARE. Answers 2 Marketing'S LIABILITY TO
client SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY
client TO Answers 2 Marketing OVER THE COURSE OF THE EXISTING TERM. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES,
SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
8.0 MODIFICATIONS TO TERMS OF SERVICE
Answers 2 Marketing may modify the terms and conditions
of the Agreement from time to time. Upon any change in the terms and conditions
of the Agreement, Answers 2 Marketing will notify client by emailing the changes
to current clients. By continuing to use the service, you agree to be bound by
the changes. If you do not agree to the changes, you may terminate your account
at any time by emailing support@Answers 2 Marketing.com.
9.0 MODIFICATIONS TO SERVICE
Answers 2 Marketing reserves the right to modify or
discontinue the Service with or without prior notice to client. Answers 2 Marketing
shall not be liable to client or any third party should Answers 2 Marketing
exercise its right to modify or discontinue the Service.
10.0 SUSPENSION OF SERVICE
Answers 2 Marketing reserves the right to suspend the
Service with or without cause at any time and effective immediately. Suspension
will be accompanied by written or email notice pursuant to Section 16.0
regarding notices.
11.0 NO RESALE OR ASSIGNMENT OF SERVICE
client agrees not to resell or assign or otherwise
transfer its rights or obligations under the Agreement without the express
written authorization of Answers 2 Marketing.
12.0 INDEMNITY
client agrees to indemnify and hold harmless Answers 2 Marketing
and its parents, subsidiaries, affiliates, officers, directors, shareholders,
employees and agents, from any claim or demand, including attorneys fees, made
by any third party due to or arising out of clients conduct, clients use of the
Service, the goods or services offered at clients Web site, any alleged
violation of the Agreement, or any alleged violation of any rights of another,
including but not limited to clients use of any content, trademarks, service
marks, trade names, copyrighted or patented material, or other intellectual
property used in connection with clients Web site. Answers 2 Marketing reserves
the right, at its own expense, to assume the exclusive defense and control of
any matter otherwise subject to indemnification by client, but doing so shall
not excuse clients indemnity obligations.
13.0 PROPRIETARY RIGHTS
13.1 Software License. Answers 2 Marketing hereby grants
client a non-exclusive, non-transferable license to use the Software in object
code form only on a server controlled by Answers 2 Marketing for the sole
purpose of creating and maintaining Web site data on such server. client is not
being granted any right to copy the Software or to use it on computers other
than a server controlled by Answers 2 Marketing. client also acknowledges and
agrees that the Software is intended for access and use by means of web browsing
software, and that Answers 2 Marketing does not commit to support any particular
browsing platform. Answers 2 Marketing reserves the right at any time to revise
and modify the Software, release subsequent versions thereof and to alter
features, specifications, capabilities, functions, and other characteristics of
the Software, without notice to client. If any revision or modification to the
Software materially changes clients ability to conduct business, clients sole
remedy is to terminate the Agreement pursuant to Section 6 regarding termination
of service.
13.2 Answers 2 Marketing Intellectual Property. client
acknowledges and agrees that content available from Answers 2 Marketing or the
Service, including but not limited to text, software, music, sound, logos,
trademarks, service marks, photographs, graphics, or video, is protected by
copyright, trademark, patent, or other proprietary rights and laws, and may not
be used in any manner other than as specified in Section 12.1 above.
14.0 client PRIVACY
14.1 client Information. Answers 2 Marketing maintains
information about client and the clients Data on servers, including but not
limited to clients account registration information, client's customer order
information, Meta-Tag information, Link Grouping and Server status records
("client Information"). client agrees that Answers 2 Marketing may use
client Information in aggregate form for marketing or other promotional
purposes.
14.2 client agrees that Answers 2 Marketing may disclose
client Information in the good faith belief that such action is reasonably
necessary: (a) to comply with the law; (b) to comply with legal process; (c) to
enforce the Agreement; (d) to respond to claims that the client Web site is
engaged in activities that violate the rights of third parties; or (e) to
protect the rights or interests of Answers 2 Marketing, Answers 2 Marketing or
others; provided, however, that nothing in this section shall impose a duty on Answers 2 Marketing
to make any such disclosures.
14.3 Password. client shall receive a password from Answers 2 Marketing
to provide access to and use of the Software and Services. client is entirely
responsible for any and all activities which occur under clients account and
password. client agrees to keep its password confidential, to allow no other
person or company to use its account, and to notify Answers 2 Marketing promptly
if client has any reason to believe that the security of its account has been
compromised.
14.4 Technical Access. client acknowledges and agrees
that technical processing of client Information is and may be required: (a) for
the Service to function; (b) to conform to the technical requirements of
connecting networks; (c) to conform to the technical requirements of the
Service; or (d) to conform to other, similar technical requirements. client also
acknowledges and agrees that Answers 2 Marketing may access client's account and
its contents as necessary to identify or resolve technical problems or respond
to complaints about the Service.
15.0 FORCE MAJEURE
Neither party shall be liable to the other for any delay
or failure in performance under the Agreement resulting directly or indirectly
from acts of nature or causes beyond its reasonable control.
16.0 NOTICES
Any notices or communications under the Agreement shall
be by electronic mail or in writing and shall be deemed delivered upon receipt
to the party to whom such communication is directed, at the addresses specified
below. If to Answers 2 Marketing, such notices shall be addressed to support@Answers2Marketing.com
or 1633 Main Street, Milpitas, California 95035, USA. If to client, such notices
shall be addressed to the electronic or mailing address specified when client
opens an account with Answers 2 Marketing.
17.0 MAINTENANCE AND SUPPORT
17.1 client can obtain assistance with any technical
difficulty that may arise in connection with client's utilization of the
Software or Services by requesting assistance by email to support@Answers 2 Marketing.com
or call 408-946-4607. Answers 2 Marketing reserves the right to establish
limitations on the extent of such support, and the hours at which it is
available.
17.2 client is responsible for obtaining and maintaining
all telephone, computer hardware and other equipment needed for its access to
and use of the Software and Services and client shall be responsible for all
charges related thereto.
17.2 client is responsible for obtaining and maintaining
all telephone, computer hardware and other equipment needed for its access to
and use of the Software and Services and client shall be responsible for all
charges related thereto.
18.0 ENTIRE AGREEMENT
The Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all
previous proposals, both oral and written, negotiations, representations,
writings and all other communications between the parties.
19.0 GENERAL
The Agreement and the relationship between client and Answers 2 Marketing
shall be governed by the laws of the state of California without regard to its
conflict of law provisions. client and Answers 2 Marketing agree to submit to
the personal and exclusive jurisdiction of the Superior Court of the State of
California for the County of Santa Clara or the United States District Court for
the Northern District of California. Answers 2 Marketing's failure to exercise
or enforce any right or provision of the Agreement shall not constitute a waiver
of such right or provision. If any provision of the Agreement is found by a
court of competent jurisdiction to be invalid, the parties nevertheless agree
that the court should endeavor to give effect to the parties intentions as
reflected in the provision, and agree that the other provisions of the Agreement
remain in full force and effect. client agrees that regardless of any statute or
law to the contrary, any claim or cause of action arising out of or related to
use of the Service or the Agreement must be filed within one (1) year after such
claim or cause of action arose, or be forever barred. The section titles in the Agreement
are for convenience only and have no legal or contractual effect.
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