TERMS OF SERVICE FOR
ONLINE SEO TRAINING PROVIDED BY SEOINHOUSE.COM, LLC
By registering for a course with SEOinhouse.com, you agree that this program as a training program and not consulting services. As such, we are educating you on SEO, but are not responsible for the outcome of its implementation because we are not privy to your website, it’s architecture, platform, etc. As such, SEOinhouse.com, LLC shall not be held liable nor sued for any amount exceeding the amount you paid for the course.
Limitation of Liability
In no event shall either parties employees, consultants, officers or directors be liable for any indirect, consequential, incidental, special, punitive or exemplary damages, or for any loss of profits or revenue, regardless of whether we knew or should have known the possibility of such damages, and in no event shall our total cumulative liability, including attorneys’ fees, under this Services Agreement, exceed the fees paid to SEOinhouse.com for this course, even if such party has been advised of the possibility of such damages.
SEOinhouse.com Indemnification. SEOinhouse.com shall indemnify, defend and hold Client harmless against any claims brought against Client to the extent SEOinhouse.com infringed any trademark, copyright or patent in the United States or misappropriated any trade secret of a third party for the benefit of Client.
Client’s Indemnification. Subject to the preceding paragraph, Client agrees to indemnify, defend and hold SEOinhouse.com harmless against any claims brought against Client or SEOinhouse.com to the extent those claims are based upon allegations that Client (a) infringed intellectual property rights or (b) breached an agreement (if any) with any customer purchasing or licensing Client’s goods or services.
Conditions to Indemnification. The foregoing obligations are conditioned upon: (a) prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnity is claimed; (b) complete control of the defense and settlement thereof by the indemnifying party, provided that no settlement of an indemnified claim shall be made without the consent of the indemnified party, such consent not to be unreasonably withheld or delayed; and (c) reasonable cooperation by the indemnified party in the defense as the indemnifying party may request. The indemnified party shall have the right to participate in the defense against the indemnified claims with counsel of its choice at its own expense.
Definition of “Claims.” For purposes of the “indemnification” section, “Claims” means losses, actions, liabilities, damages, expenses and reasonable attorneys’ fees and expenses and court costs.
Disclaimer of Warranties
SEOINHOUSE.COM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, NOR WARRANTIES ALLEGED TO ARISE AS A RESULT OF CUSTOM AND USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE; AND NEITHER ASSUMES NOR ACCEPTS ANY LIABILITY TO THE COMPANY OR ITS CUSTOMERS WITH RESPECT TO THE QUALITY OR SUFFICIENCY OF ANY RESULTS TO BE ACHIEVED BY THE USE OF THE SERVICES AND ANY DELIVERABLES OR OTHER INFORMATION FURNISHED TO THE COMPANY. By signing this agreement, Client acknowledges that SEOinhouse.com neither owns nor governs the actions of any search engine. Client also acknowledges that due to fluctuations in the relative competitiveness of some search terms, recurring changes in the search engine algorithms and other competitive factors, it is impossible to guarantee number one rankings or consistent top ten rankings, or any other specific rankings for any particular search term.
SEOinhouse.com shall retain and exclusively own all right, title and interest in and to its computer programs, software, online platform and technology (“Technology”), its trademarks, trade names, brand names, logotypes, symbols, service marks, domain names and the goodwill of the business symbolized thereby (“Trademarks”) and its creative processes, business methods, procedures and methodologies, processes, techniques, ideas, concepts, templates, techniques and training and teaching materials and the like, trade secrets and know-how (“Knowledge”), as well as its copyrights, patents, trade dress or other intellectual property rights, including any Technology, Trademarks, Knowledge or copyrights, patents, trade dress or other intellectual property rights developed, generated or supplied by either party in connection with this Services Agreement, and all pre-existing works of SEOinhouse.com (and the same shall be applicable to the Technology, Trademarks and Knowledge of any subcontractor of SEOinhouse.com as well). You agree to take reasonable steps to prevent its employees and consultants from wrongfully appropriating SEOinhouse.com’s Technology, Trademarks and Knowledge.
Registration per registrant is based on per person, as would happen if this course were delivered in a live environment.
Opportunity to Cure
Prior to any claim for damages being made, you must provide SEOinhouse.com LLC with reasonable notice of any alleged deficiencies in performance and SEOinhouse.com LLC shall have a reasonable opportunity to cure any alleged defect in performance.
The terms and conditions of this Services Agreement regarding confidentiality, payment, indemnification, limitation of damages, liability and all others that by their sense and context are intended to survive the execution, delivery, performance, termination or expiration of this Services Agreement, shall survive and continue in effect.
If any provision of this agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Services Agreement will otherwise remain in full force and effect. This Services Agreement (including the exhibits) contains the entire agreement of the parties concerning this subject matter. No other agreement, statement, or promise made on or before the date of this Services Agreement concerning this subject matter will be binding on the parties. All waivers and modifications to this agreement must be in a writing signed by both parties. Excluding subcontracts by SEOinhouse.com, neither party may otherwise assign this Services Agreement, in whole or in part, or any license, right or obligation granted in this Services Agreement, to any other person or legal entity, without the prior written consent of the other party. In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recover costs and attorneys’ fees and expenses and court costs. All notices under this Services Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered to the respective addresses shown in this Services Agreement; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Services Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions.
Each party commits that in the event a dispute should arise under this Services Agreement or relating in any manner hereto, the parties will first endeavor to resolve their dispute by good faith negotiations between the parties. If the parties are unable to resolve their dispute, then the matter shall be reviewed by a senior level executive of each party. In the event these senior officers are unable to resolve the matter, the parties agree to attempt to mediate their dispute within thirty (30) days after the dispute initially arose, using a third party mediator in a location to be mutually determined by the parties. If the parties cannot agree on a location, then the mediation shall take place in Austin, Texas; provided, however, that upon the agreement of the parties, the mediation may be conducted by video conference. The costs of such mediation shall be equally divided between the parties. Such mediation shall be conducted by each party designating a duly authorized officer or other representative to represent the party, with authority to bind the party, and that the parties agree to exchange informally such information as is reasonably necessary and relevant to the issues being mediated. If such mediation is unsuccessful, than either party shall have the right to initiate litigation if either so elects. All mediation proceedings shall be confidential, and no information exchanged in such mediation shall be discoverable or admissible in any litigation involving the parties. In the event a party seeks injunctive relief, specific performance, or in the event of an approaching deadline prescribed by an applicable statute of limitation, then there shall be no requirement that such party utilize the mediation process referred to herein.
Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, or heirs and personal representatives, as applicable.