Page Ranking : Terms of Service
Please Read Carefully
The following are the Terms of Service ("Terms") for use of PageRanking.com ("Page Ranking") provided to you ("Client") by Primal Strategies, LLC. ("Primal Strategies") through the website www.PageRanking.com ("Site")
You are requested to read these Terms carefully before you use the services on the Site. By using the Site, you agree to follow and be bound by the following Terms concerning your use of the Site. Page Ranking may revise the Terms at any time without notice to the Client.
If you do not agree to these Terms of Service, do not subscribe to or use the Site.
WHEREAS, the Client wishes to engage Page Ranking to provide search engine optimization and marketing services ordered by the Client and Page Ranking agrees to provide the services for the compensation and otherwise in accordance with the Terms contained in this Agreement.
In consideration of the mutual covenants set forth in this Agreement, the Client and Page Ranking hereby agree as follows:
1. USE OF SITE. The Site is intended to provide information about the Services offered by Page Ranking and is intended to generate customers for Page Ranking's Services. The Site's password protected sections are intended for the sole use of clients who have paid for Page Ranking's Services.
By accessing the site, the Client understands, acknowledges, and agrees to:
1.1. Not impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any person or entity, including without limitation, anyone from the Page Ranking or the Site;
1.2. Not to insert your own or a third party's advertising, branding or other promotional content into any of the Site's content, materials or services, or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes;
1.3. Not to obtain or attempt to obtain unauthorized access to computer systems, materials, information or any services made available on or through the Site through any means;
1.4. Not to engage in spidering, "screen scraping," "database scraping," harvesting of e-mail addresses, wireless addresses or other contact or personal information;
1.5. Not to engage in any automatic means of accessing, logging-in or registering on the Site or for any of the Site's services or features, or obtaining lists of users or obtaining or accessing other information, services or features on, from or through the Site, including, without limitation, any information residing on any server or database connected to the Site or any services offered on or through the Site;
1.6. Not to use the Site or the Site's services in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or such services, or interfere with any other party's use and enjoyment of the Site, including, without limitation, sending mass unsolicited messages or "flooding" servers with requests;
1.7. Not to use the Site or the Site's services or features in violation of the Page Ranking's or any third party's intellectual property or other proprietary or legal rights;
1.8. Not to use the Site or the Site's services in violation of any applicable law
1.9. Not to attempt (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt, make unauthorized use of, or otherwise alter or interfere with the Site or the Site's services, or any content on the Site or the Site's services; or obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Site
2. SEO PACKAGES & SERVICES. Page Ranking offers several packages and services ("Services") that can be purchased by the Client throughout the Site. The Services are intended to provide the Client's with preferential positioning in selected search engines and to report results on an ongoing and timely basis. Additionally, the Services provided are intended to ensure that the Client's website strategy is properly aligned with the Page Ranking's strategic SEO initiatives and compatible with "best practice" optimization techniques.
The Client understands, acknowledges, and agrees that:
2.1. The prices for the Services on the Site are subject to change and are non-negotiable.
2.2. The activities, strategies, and details for the Services offered on the site are subject to change.
2.3. Timelines, schedules, and deadlines are subject to change.
2.4. All information provided to the Client concerning the Services offered on Page Ranking are confidential and the intellectual property of Page Ranking.
2.5. Services on Page Ranking may only be purchased by individuals who are 18 years or older.
2.6. The purchase of any of Page Ranking's Services does not guarantee preferential positioning within select search engines.
2.7. The Client must provide personal and billing information when purchasing any of Page Ranking's Services. The information collected is subject to the Site's "Privacy Policy"
3. FEES. All Services offered by Page Ranking require a payment in full prior to the servicing of a Client's purchase/subscription. Client purchase/subscription are billed monthly and charged to the credit card provided to Page Ranking by the Client. The Client agrees to pay in full the prices (and all applicable taxes) for any purchases made either by credit/debit card concurrent with the Client's online purchase/subscription or by other payment means acceptable to Page Ranking.
The Client understands, acknowledges, and agrees that:
3.1. If payment is not received from the Client's credit or debit card issuer or its agents, the Client agrees to pay the full account balance due upon request by Page Ranking.
3.2. Services provided by Page Ranking to the Client will be discontinued immediately if the Client's account balance is not settled or is late. Page Ranking will resume servicing a Client's purchase/subscription immediately upon the successful receipt of payment and the settlement of the account balance in full.
3.3. If a Client's account balance is outstanding for 30 days, the Client's purchase/subscription is subject to immediate termination by Page Ranking. The Client will be given formal notice of the account termination and will have 30 days to pay the account balance in addition to any applicable cancellation or termination fees.
3.4. If a Client's account balance is outstanding for 60 days and Page Ranking's attempts to settled the balance with the Client are unsuccessful, the outstanding balance will be given to a third party collections agency. The collections agency will make formal attempts to settle the outstanding account balance and may or may not inform the credit bureaus of the outstanding balance.
4. CONTRACTUAL TERM. Page Ranking's Services are monthly subscriptions that may be purchased by the Client through the Site. SEO Packages and other Services offered by Page Ranking are subject to a six month contract, which requires the Client to purchase/subscribe to the Services for at least six months with six consecutive monthly payments.
The Client understands, acknowledges, and agrees that:
4.1. The contractual term will begin on the date when the Client successfully completes a purchase/subscription through the Site and will remain in effect for six consecutive monthly billing cycles.
4.2. The purchase of additional Services or changes to the Client's Services are subject to the contractual term and will cause the contractual term to restart from the date of the Client's requested change.
4.3. The termination or cancellation of the contractual term for the Services offered by Page Ranking, are subject to the Terms outlined in this Agreement
5. TERMINATION. Page Ranking may terminate, change, suspend or discontinue any aspect of the Site or the Site's Services at any time. Page Ranking may restrict, impose limits on, suspend or terminate a Client's access to the Site and/or its Services if we believe a Client's has violated the Terms of Service or applicable law, or for any other reason without notice or liability.
The Client understands, acknowledges and agrees that:
5.1. A Client's purchase/subscription will be terminated if payments for Page Ranking's Services are not paid in full within 30 days of the due date.
5.2. A Client's purchase/subscription will be terminated if the Client fails to cooperate with Page Ranking or hinders Page Ranking's ability to perform its Services.
5.3. The termination of a Client's purchase/subscription, prior to the completion of the contractual term, are subject to the cancellation fees outlined in this Agreement and will be paid by the within 30 days of termination.
6. CANCELLATION. A Client may cancel their purchase/subscription at any time by accessing their account on the Site, but cancellations fees may apply. All cancellations requests can only be completed upon the successful settlement of the account balance in addition to any associated cancellation fees.
The Client understands, acknowledges, and agrees that:
6.1. A $1,000 cancellation fee will be invoiced (not charged to the client’s credit card) to Client's who choose to cancel their purchase/subscription prior to the completion of the six month contractual term.
6.2. Cancellation requests will be granted only if the account balance has been settled. All applicable cancellation fees will be emailed to the client in the form of an invoice that must be paid within 30 days to avoid turning the invoice over to collections.
6.3. A Client may cancel their purchase/subscription without penalty or cancellations fees if they've successfully completed the six month contractual term as outlined in this Agreement.
7. REFUNDS. Page Ranking provides its Clients with Services that leverage the collective experience of our SEO experts. The information provided to Clients when implementing our Services are intangible experience, knowledge, and strategies that cannot be recovered from the Client. For this reason, Page Ranking DOES NOT offer refunds for its Services.
The Client understands, acknowledges, and agrees that:
7.1. Refunds are not granted for any reason to Clients.
7.2. The information, experience, knowledge, and strategies provided by Page Ranking throughout the Service to the Client are intangibles that may be used by the Client to continue with the optimization of the Client's site.
7.3. Formal refund requests may be submitted for review and consideration, but Page Ranking is not obligated to grant refunds for any reason. Formal refund requests may be emailed to billing[a]pageranking.com
8. CLIENT RESPONSIBILITIES. In order to receive Page Ranking's Services, Clients must work with Page Ranking to properly execute the strategy. These activities included, but not limited to, providing Page Ranking with important information, access, and rights to the Client's website. Failing to work with Page Ranking will hinder the effectiveness of a Client's results and Page Ranking cannot be held responsible for the impact of a Client's failed responsibilities.
8.1. The Client must provide Page Ranking with a single point of contact (Project Manager) to manage the Client's involvement in the implementation of Page Ranking's Services.
8.2. The Client must provide Page Ranking with all the necessary requirements, background information, company information, and access, required to properly implement Page Ranking's Services
8.3. The Client must authorize Page Ranking to use all the Client's logos, trademarks, website images, and content, for use in creating information pages and other uses deemed necessary by Page Ranking to aid in the successful implementation of its Services.
8.4. The Client is responsible for the implementation of SEO recommendations provided by Page Ranking, which may include dynamic programming, creation of new pages, creation of new content, and other recommendations required to aid in the successful implementation of its Services.
8.5. The Client is responsible for timely response times and execution of Client responsibilities. Failing to do so will cause delays, which Page Ranking cannot be held accountable for.
9. CLIENT ACKNOWLEDGEMENTS. The Client understands, acknowledges, and agrees that:
9.1. Page Ranking accepts no responsibility for policies of third-party search engines, directories, or other web sites ("Third Party Resources") that Page Ranking may submit to with respect to the classification or type of content it accepts whether now or in the future. The Client's web site or content may be excluded or banned from any Third Party Resource at any time. The Client agrees to not hold Page Ranking responsible for any liability or actions taken by Third Party Resources under this Agreement.
9.2. The Client acknowledges that the nature of many of the resources Page Ranking may employ under this Agreement are sometimes very competitive. Page Ranking does not guarantee #1 positions, consistent positioning, "top 10 positions" or guarantee placement for any particular keyword, phrase, or search term. The Client acknowledges that Page Ranking's past performance is not indicative of any future results the Client may experience.
9.3. The Client acknowledges that SEO and submissions to search engines and directives can take an indefinite amount of time for inclusion, unless paid inclusion programs are employed. Each edit or change made to any resources employed by the Client will repeat these inclusion times.
9.4. The Client acknowledges that any of the search engines, directories, or other resources, may block, prevent, or otherwise stop accepting submission for an indefinite period of time.
9.5. The Client acknowledges that search engines may drop listings from its database for no apparent or predictable reason. Page Ranking shall re-submit resources to the search engine based on the current policies of the search engine in question and whether pay inclusion programs are being used.
9.6. Page Ranking will endeavor to make every effort to keep the Client informed of any changes that Page Ranking is made aware of that impacts the Services or Client's website. The Client acknowledges that Page Ranking may not become aware of changes to Third Party Resources, industry changes, or any other changes that may or may not affect Page Ranking's Services or the Client's website.
9.7. The Client acknowledges that some Third Party Resources only offer paid inclusion programs that require a fee, continued maintenance, or performance fees. The Client is solely responsible for all paid inclusion fees and must maintain adequate funds in any Third Party Resource's accounts in order to maintain inclusion.
9.8. Page Ranking reserves the exclusive right, for the duration of this Agreement, to approve or disapprove any design strategies, existing code or other techniques, whether requested by the Client or presently employed by the Client that are consider by Page Ranking to be detrimental to SEO and the successful implementation of its Services.
9.9. Page Ranking is not responsible for changes made to the Client's website by other parties that adversely affect Page Ranking's Services. Page Ranking is not responsible for the Client's overwriting of previously completed SEO activities. The Client will be charged an additional fee of $25.00/hour for re-constructing or fixing overwritten work.
10. DISCLAIMER OF ALL OTHER WARRENTIES. PAGE RANKING DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENTS EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH THE CLIENT. EXEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, PAGE RANKING PROVIDES ITS SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY'S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
11. LIMITED LIABILITY. IN NO EVENT SHALL PAGE RANKING BE LIABLE TO THE CLIENT FOR ANY INDRECT, SPECIAL, EXXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORSEEABLE OR ALLEDGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. PAGE RANKING MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES
12. CLIENT REPRESENTATIONS. The Client makes the following representations and warranties for the benefit of Page Ranking:
12.1. The Client represents to Page Ranking and unconditionally guarantees that any elements text, graphics, photos, designs, trademarks, or other artwork furnished to Page Ranking are owned by the Client, or that the Client has permission from the rightful owner(s) to use each of these elements, and will not hold harmless, protect, or defend Page Ranking and its subcontractors.
12.2. The Client guarantees any elements of text graphics, photos, designs, trademarks, or other artwork provided to the company for inclusion on the website above are owned by the Client, or has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Page Ranking and its subcontractors from any liability or suit arising from the use of such elements.
12.3. From time to time, governments enact laws and levy taxes and tariffs affecting internet electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Page Ranking and its subcontractors.
13. CONFIDENTIALITY. The parties agree to hold each other's Proprietary and Confidential Information in strict confidence. "Proprietary and Confidential" shall include, but not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties that are in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party pay be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Page Ranking and the Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
14. FORCE MAJEURE. Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
15. RELATIONSHIP OF PARTIES. Page Ranking, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership.
16. SUCCESSORS & ASSIGNABILITY. The Client may not assign this Agreement or the rights and obligations to any third party without the prior express written approval Page Ranking. Page Ranking reserves the right to assign subcontractors as needed to this project to ensure on-time completion. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators and successors.
17. SEVERABILITY. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
18. INTEGRATION. This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior Agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
19. DISPUTES. Client and Page Ranking agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Fairfax County, Virginia and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be selected in the sole discretion of the American Arbitration Association administrator and a licensed attorney with at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Virginia sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the Commonwealth of Virginia or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court.
20. CHANGES TO THE TERMS. Page Ranking reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms of Service, in whole or in part, at any time. Changes to the Terms will be effective when posted on Page Ranking's Site.
