WHEREAS the Client desires WebTopSite.com (known WTS) to provide, and WTS agrees to provide, certain commercial Internet services for Client in accordance with the terms and conditions hereinafter set forth; NOW THEREOF WTS and the Client agree as follows:
1. Services: WTS shall provide the Services as further described in these rules, regulations, policies, procedures and agreements for the Client. This Agreement shall act as the master agreement and cover all future Services contracted for by the Client from WTS . Schedules may be added to this Agreement and modified from time to time upon the agreement of the parties hereto, and each Schedule, as added or so modified, and mutually agreed upon, shall become incorporated into and form part of the terms of this Agreement.
2. Terms and Conditions: The Terms and Conditions attached to this agreement form an integral part of this agreement, are enforceable and binding as between the parties hereto and should be read by the Client before execution.
3. Termination of Service: WTS may terminate any or all Services in this Agreement immediately, without further obligation to the Client in the event of any violation of WTS 's Terms and Conditions or on site policy as posted on the WTS 's Corporate Website or at the location defined in each of the Schedules of Services. WTS reserves the right to monitor access to this service and to remove, at its sole discretion and without prior notice any informational material or software which it believes to be unlawful or objectionable. Violations of the Client Terms and Conditions are unethical and may be criminal offenses.
4. Compliance: WTS will not be in compliance with the Electronic Communications Privacy Act (E.C.P.A.). WTS reserves the right to refuse service to anyone.
5. Confidentiality: Each party shall maintain the confidentiality of all confidential information disclosed by the other party, including the existence and terms of this Agreement, and shall not copy or use any such confidential information except as allowed by this Agreement. The foregoing shall not apply to information which is or becomes publicly known otherwise than by reason of a breach of this Agreement or has been independently developed outside this scope of this Agreement.
6. Force Majeure: If at any time during the Term of this Agreement WTS is unable to provide the Services by reason of the occurrence of an event of Force Majeure, WTS will be excused from the performance of its obligations hereunder, during the continuance of such liability, provided that WTS provides notice of the occurrence of an event of Force Majeure within 75 hours of its occurrence and takes reasonable measures to prevent or remove the Force Majeure. Force Majeure means a fire, wind, flood, epidemic, earthquake, snowstorm, ice buildup, or any other act of Nature, explosion, equipment malfunction, damage to equipment or facilities, strike, riots, any government ordinance or any governmental regulation or order of any court, fraud, breaches of system security or any other event not within reasonable control of WTS , which renders continued provision of the Services under this Agreement illegal, unsafe or impracticable.
7. Copyrights: Without prior written approval by WTS , Client will not use the WTS forms, trade name and/or trademark in any advertising other than that provided by WTS .
a) Client gives WTS permission to do whatever is necessary to assist in getting the best possible rankings in the search engines. Techniques may include, but are not limited to, getting rankings by creating full page ads of Client's website, getting rankings by recreating separate websites, or getting rankings by creating blogs, RSS feeds, press releases, or social networking. Client also gives WTS permission to purchase any domain name they want to assist in Client rankings. Client understands that WTS works within the rules of the search engines and maintains the highest integrity while using the latest techniques to obtain the best results.
b) Client gives WTS permission to generate key phrases. Techniques may include, but are not limited to, scraping Client's website and Client's competitors' websites. Client may also submit key phrases when they place their order. Client will receive a list of the generated phrases and has three (3) days to respond if changes are requested. Beyond the three days, if no changes are requested, Client fully accepts the list of phrases generated by WTS to be used for this account. Client may also submit additional phrases at any time and WTS have need to approve it first ..
c) Client gives WTS permission to use Client's name, address and phone number when submitting to places that may include, but are not limited to, search engines, directories, blogs, RSS feeds, press releases, social networking, and article directories.
a) If Client mails, faxes, emails, or uses any other form of electronic transmission to send a check to WTS , Client agrees to give WTS permission to debit Client's account electronically;
b) If Client decides to use a credit card and for any reason there is a discrepancy, Client agrees to resolve the charge directly with WTS and not make any Charge Back .;
c) If Client attempts to put a stop payment on a check, or issue a charge back on a credit card, Client's actions would be construed as fraud. If Client is under a contract, said Client would then be responsible for the full payment due while WTS would reserve the right to terminate Client's services. In addition, Client may face legal action.
d) Client understands that Client is responsible for their monthly charge, even if Client does not provide WTS all of the requested login credentials for WTS to do proper on-site optimization.
a) Client understands there is no long term commitment to this agreement. Client may cancel at any time. Client understands that upon cancellation, THERE IS NO REFUND FOR ANY REASON AT ANY TIME
b) Client is responsible for showing proof of cancellation upon request. Client may cancel via certified mail, so Client has copy of receipt. Client may cancel by phone, but Client is responsible for keeping record of cancellation number provided by WTS . Client may cancel by email, but cancellation must be sent from same email address WTS has on file and Client must include current form of payment in cancellation email that WTS has on file for validation. WTS would then reply to email with cancellation number that must be kept by Client for proof of cancellation. WTS is not responsible for any Client claiming to have cancelled without providing WTS a certified letter receipt, or providing WTS the originally generated WTS cancellation number that was provided to Client by either phone or email.
a) Low Monthly Fee "Ceiling" Guarantee - No matter how many Top Ranked Positions are achieved the maximum Client what ever package client order ..
b) Lifetime Price Guarantee - Client will never pay any price increases WTS may have for the website Client is submitting today.
c) Client also understands that if Client continues the monthly service, that there are no refunds on any monthly charges for any reason at any time.
12. Client understands the maximum Client can ever pay is his package he order .
13. Client fully understands that this agreement is based on rankings with the search engines. WTS is not responsible for how many clicks (traffic) or sales said Client gets. The number of clicks (traffic) or sales a Client receives is based on Client's own ability to sell Client's product or service, the quality of Client's website, and the demand for Client's product or service.
14. Client fully understands that once they are ranked, that any attempt to not live up to the financial obligation of their agreement may result in the loss ranking position until Client would make good on full payment of financial obligation.
15. Client fully understands that any extra website pages or domain names that are created by WTS to assist in the rankings for the Client are the property of WTS . However, Client is fully aware that Client is responsible for the snapshots (pictures) that WTS takes of the Client's main website. If Client's website includes any type of copyright or trademark infringement for any pictures, words, intellectual material, symbols, logos, or any other proprietary material owned by anyone other than said Client when WTS takes the snapshots of the main website, Client understands they are fully responsible for any and all charges, damages, legal issues, and any and all legal fees that are brought to the attention of WTS at any time by the owner and/or agent, representative, or legal counsel of said copyrighted/trademarked material. Client agrees that WTS will not be held responsible at any time, in any way for any issues related to said violation.
a) Client has read and understands the company policies and procedures and the refund policy;
b) Any provisions in part or in whole in this document found invalid will not invalidate any other provision;
c) As the buyer, Client understands that he/she may cancel this agreement any time within the next three (3) business days following the date on which Client agreed to this agreement. sent via certified Email, by telegram, or by telephone as long as the telephone notification is followed by written confirmation, within five (5) days. All services monies will be refunded if Client cancels this agreement as prescribed by law.
17. Jurisdiction: This Agreement shall be governed by the construed in accordance with the laws of the State of California and to the extent allowable, the substantive laws of the State of California shall apply to the agreement . Any legal action or other proceeding brought by either the Purchaser or Seller to enforce or interpret this Agreement shall be filed in California.
18. Arbitration: Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial [or other] Arbitration Rules [including the Optional Rules for Emergency Measures of Protection], and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Mediation Preceding Arbitration: If a dispute arises out of or relates to this agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.
Allocation of Fees and Costs: The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party.
19. Client agrees to use the services provided by WTS as permitted by applicable local, state, and federal laws. The Client agrees, therefore, not to use these services to conduct any business or activity or solicit the performance of any activity that is prohibited by law.
20. The account holder acknowledges that WTS is a commercial entity. WTS networks may be used by Clients to conduct legal businesses. The Client should not impinge upon the use of WTS services by other account holders. WTS services are not to be used to send unsolicited advertising or promotional material to other network users. Electronic mail and appropriate USENET news groups may be used in the conduct of legitimate business.