Last updated: January 2013
THIS IS AN AGREEMENT BETWEEN YOU AND SEOP
These Terms and Conditions (the “Terms and Conditions”) govern your business’ (the “Business,” “your Business,” “your,” or “you”) advertising services with SEOP. SEOP provides users with a variety of internet-based services (the “Service” or “Services”). Please read this page carefully. This is an agreement between you and SEOP. In using SEOP’s Services you accept all the terms and conditions of this Agreement. Your continued use of our Services or SEOP Web Pages after any such changes have been made will signify your assent to the changed Terms of Service. If you do not accept these Terms of Service, do not use SEOP Services.
SEOP OFFERS THE SERVICE TO YOU CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THIS AGREEMENT. YOUR USE OF THE SERVICE CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR AGGREEMENT.
HOW SEOP MAY MODIFY THIS AGREEMENT AND THE SERVICES
SEOP reserves the right to change the terms, conditions, and notices under which it offers any of its Services at any time, for any reason, and without notice, and such modifications shall be deemed effective immediately upon posting of the modified terms. You are responsible for regularly reviewing these Terms of Service, and any Service-Specific Rules, because your continued use of the Services following the posting of changes to this Agreement or the Service-Specific Rules will mean you accept those changes.
YOUR BUSINESS’ LOCAL SEO CAMPAIGN WITH SEOP
You grant SEOP the right and license, during the term of your Business’ advertising on SEOP and thereafter, to copy, display, modify (as necessary for formatting purposes) and distribute through SEOP any and all materials provided to SEOP with respect to your Business’ advertising, including without limitation, your Business’ logos and/or trademarks, taglines and/or marketing messages, artwork, images, videos and photography (collectively, the “Business’ Content”).
SEOP shall have the right to use the Business’ Content in its editorial, marketing or promotional activities, online postings, emails, or any other media. You agree that you will not be entitled to payment for SEOP’s use of the Business’ Content. Subject to the terms herein, you may request removal of the Business’ Content from SEOP by notifying your CBS Local fulfillment team contact at cbs.local@seop.com.
SERVICES NOT INTENDED FOR MINORS
The Services are not intended for children under the age of 18. By using the Services, you represent and warrant that you are at least 18 years old.
NO COMMERCIAL, UNLAWFUL OR HARMFUL USE OF THE SERVICE
You represent and warrant that your usage of the Services will only be for lawful purposes and will be done in accordance with these Terms of Service, and all applicable laws generally. You also represent and warrant that you will not use any of the Services to violate any law, regulation or ordinance or any right of SEOP or any third party, including, without limitation, any right of privacy, publicity, copyright, patent or trademark or other intellectual property right. You further represent and warrant that you have the adequate legal capacity to abide by these Terms of Service and any applicable Service-Specific Rules.
BUSINESS’ REPRESENTATIONS AND WARRANTIES
You represent and warrant to SEOP that (i) the Business owns all the Business’ Content, and none of the Business’ Content shall infringe upon the intellectual property rights of any third party; (ii) you have the right and authority bind the Business to this Terms and Conditions; (iii) the Business will at all times comply with all applicable laws and regulations; and (iv) the Business will not provide to SEOP, and the Business’ website does not contain, any content that is obscene, pornographic or otherwise offensive in nature.
INDEMNIFICATION
The Business shall fully protect, indemnify and defend SEOP, its parent company and all of their respective agents, officers, directors, shareholders, partners, employees, licensees, vendors and suppliers, and each of their successors and assigns (collectively, “Indemnified Parties”) and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state or federal laws or regulations, property damage, attorneys’ fees and court costs, based upon or arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to (i) any breach of the Business’ (or your) representations, warranties, or obligations as provided in this Terms and Conditions, (ii) the Business’ advertising, products or services or the provision thereof to consumers, the Business’ website and links therefrom, the Business’ use or misuse of Tracking Lines and/or Recording Service and any Business’ Content, WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRICT LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE, BY SEOP OR THE INDEMNIFIED PARTIES.
LIMITATION OF LIABILITY
IN NO EVENT WILL SEOP BE LIABLE TO YOU OR YOUR BUSINESS FOR ANY LOSS OR DAMAGES RELATED TO YOUR BUSINESS’ ADVERTISING ON SEOP. FURTHERMORE, IN NO EVENT WILL SEOP BE LIABLE TO YOU OR THE BUSINESS FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL.
DISCLAIMER OF WARRANTIES AND GUARANTEES
SEOP MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF RELIABILITY, USEFULNESS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM THE COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE.
You acknowledge that SEOP neither owns nor governs the actions of any Search Engine.
CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES
The laws of the State of California (excluding the laws and principles with respect to conflicts of law) govern this Terms and Conditions. You hereby consent and agree that the state or federal courts in Orange County, California are the exclusive forum for litigation of any claim by you arising under this Terms and Conditions, and you submit to sole and exclusive jurisdiction in Orange County, California, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside Orange County, California. This Terms and Conditions may not be modified or amended other than by SEOP. If any provision or provisions of this Terms and Conditions shall be held to be invalid or unenforceable, the rest of this Terms and Conditions will remain in full force and effect.
INTERPRETING THE AGREEMENT; ASSIGNMENT
If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect. A printed version of this Agreement and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. SEOP may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement. Except as expressly stated herein, this Agreement constitutes the entire agreement between you and SEOP with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and SEOP with respect to the Service. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.
YOU HAVE LIMITED TIME TO BRING YOUR CLAIM
YOU AND SEOP AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
COPYRIGHT AND TRADEMARK NOTICES; OTHER ACKNOWLEDGEMENTS
SEOP, the SEOP name and logo, and/or other SEOP products and services referenced herein may also be either trademarks or registered trademarks of SEOP in the United States and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, e-mail addresses, logos, people, places and events depicted herein are fictitious. No association with any real company, organization, product, domain name, e-mail address, logo, person, places or events is intended or should be inferred. Any rights not expressly granted herein are reserved.
COPYRIGHT INFRINGEMENT
SEOP respects the intellectual property of others, and asks its users, advertisers, licensors and service providers to do the same. If you believe that your work has been copied and is accessible on or through the Service in a way that constitutes copyright infringement, please contact SEOP for resolution.
