TERMS OF SERVICE
Last Updated January 8, 2015
BrandRep Terms of Service Agreement
PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
The following are terms of a legal agreement between you and BrandRep.
By purchasing BrandRep service(s) or submitting your credit card information you acknowledge that you have read, understood, and agree, to be bound by these terms and to comply with all applicable laws and regulations. Customer represents and warrants that customer is 18 years of age or older, that customer will provide true, accurate, current and complete information in the enrollment for the service, and that the customer has all requisite authority to bind to this agreement. This statement covers all BrandRep, Inc. products, services and BrandRep website located at http://www.brandrep.com (“Site”). If you do not agree to these terms and conditions, you must not accept this agreement and may not use the BrandRep site or services.
The Advertising Service (the “Service”) is provided by BrandRep, Inc. (“BrandRep”) a Delaware Corporation, to you (the “Customer”) (collectively “Parties” or “Party”) under the terms and conditions of this Service Agreement (the “Agreement”), which may be updated by BrandRep from time to time.
- SEO Site: (“SEO Site” or “CallSite”) shall refer to the website provided by BrandRep. The BrandRep website will place Customer information on a website owned and operated by BrandRep so that it appears like the Website is owned and operated by Customer. BrandRep reserves the right to decide whether, where, and how information will appear on the Website.
- SEO Plan: The Local SEO Plan is a fee-based service which includes the application of search engine optimization tactics designed to increase chances of achieving First Page Ranking on search engine results pages. Customer acknowledges that search results and First Page Rankings influenced by several factors not controlled by BrandRep
- Services: “Products & Services” shall refer to the various business categories that the Customer has selected to promote via BrandRep. BrandRep will make all reasonable efforts to fulfill the Services for the Customer.
- Customer Website: Customer Website: “Customer Website” shall refer to the website owned by the Customer. Customer agrees that BrandRep will not perform any cosmetic or architectural modifications on the Customer Website.
- Enrollment Date: “Enrollment Date” shall refer to the date at which the request for services to be performed by BrandRep for the Customer is accompanied by initial payment.
Ad Distribution Network:
“Ad Distribution Network” shall refer to BrandRep’s network of advertising channels, including but not limited to:
- Google (“Google Ad Network”)
- Bing and Yahoo! (“Bing Ad Network”)
- All other advertising channels (“BrandRep Ad Network”)
- Selected Keyword: “Selected Keywords” shall refer to individual words or word phrases comprised of a geography and keyword relevant to the Customer’s business that a Customer may select to have optimized by BrandRep. Customer agrees that BrandRep will make all reasonable efforts to optimize these Selected Keywords on the major search engines.
- Targeted Keywords: “Targeted Keywords” shall refer to individual words or word phrases that are associated to the Customer’s business topic. These are selected and optimized by BrandRep. Customer agrees that BrandRep will make all reasonable efforts to optimize these Targeted Keywords on the major search engines.
First Page Ranking:
“First Page Ranking” shall refer to Selected Keywords and Targeted Keywords that display any customer information on the first page of search results of (i) Google maps/places and/or; (ii) Google general search results pages. Customer information can be any of the following:
- Google+ Local Listing/Google Places Listing
- Customer’s previously existing site
- Customer’s BrandRep Website
- Customer’s listing within a local directory.
- Local Directories Service: The Local Directories Service is a fee-based service. We will enable Customer to view and manage its business listing information on various third party business directories and search engines that participate in the Local Directories Service (“Directory Partners”). BrandRep SHALL HAVE NO LIABILITY FOR ANY CHANGE WITHIN THE DIRECTORY PARTNERS’ SITES INCLUDED IN ANY BUNDLE, FOR ANY DECISION BY A DIRECTORY PARTNER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY CUSTOMER, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION.
- Lead Generation Plan: “Lead Generation Plan” is a managed service provided by BrandRep that will create and manage paid advertisements about your business and distributed across major search engines as well as a publisher network across the web.
- Ads: “Ads” shall refer to one or more advertisements submitted by BrandRep using the Lead Generation Plan; as such Ad may be modified as provided herein. Business agrees that Company may, at any time and for any reason, modify the Ads provided by Business to Company in order to comply with Publisher specifications or for any other reason. Business also agrees that Business’ modifications to Ads and/or Ad modification requests made by Business to Company once the Campaign order has been placed may not be processed, as some Publishers may not accept changes for Ads once a Campaign is active.
“Campaign” shall refer to the unit of advertising for which Customer has contracted with BrandRep to place on the Customer’s behalf. A Campaign shall have a budget, an actual start and end date and shall consist of one or more ads placed at one or more publishers, each of which shall link through to the SEO site destination page. Each campaign shall be subject to this Agreement set herewith.
Phone Lead Tracking: “Phone Lead Tracking” shall refer to the Lead Generation Plan where BrandRep may provide the temporary use of telephone number(s) that are used to track the progress of your Lead Generation Campaigns throughout the Internet. We shall control these telephone numbers and may replace or change the telephone numbers without notice to the Customer.
“Tracking Data” shall refer to one or more of the following:
- Phone Number Tracking;
- E-Mail Tracking;
- Destination Page Tracking;
- Website Analytics Tracking
- Lead Generation Budget: “Lead Generation Budget” shall refer to the maximum allowable amount that the Customer, by agreeing to this Agreement, has given permission to BrandRep to spend for Lead Generation Plan. This budget amount includes any Lead Generation Plan management fees.
3. CONTENT PUBLISHING: BrandRep will use reasonable efforts to create and/or optimize existing truthful, positive, or neutral online content ("Welcome Content"), with the specific aim of promoting the Welcome Content on Internet search engine results above the content Client has identified as the unwelcome content (the "Unwelcome Content"). Client hereby authorizes BrandRep to (a) create original content (including content that represents Client or Client's designee), (b) use the content, trademarks, logos, photos, videos, advertisements, information, and other materials provided or identified by Client (the "Client Materials") to create and publish Web content, including content that represents on any websites we deems fit for the purposes of providing the Services. In addition, Client hereby grants us and our authorized personnel a worldwide, royalty-free, fully-paid, non-exclusive, transferable (in connection with an assignment of the Agreement), sub licensable (as necessary to perform the Services) license to use, reproduce, publicly perform, publicly display, publish, distribute, create derivative works of, and otherwise exploit any Client Materials as BrandRep deem appropriate to perform the Services. Client agrees to respond in a timely manner to our requests to review and approve information generated for Client and acknowledge that BrandRep may make unilateral content publishing decisions on Client's behalf should Client fail to meet the applicable response deadlines. Client acknowledges and agrees that BrandRep will own, subject to any Client Materials therein, all right, title, and interest in and to any materials, content, or other works of authorship created by us or on our behalf and used in connection with the Services. BrandRep acknowledges and agrees that Client will own all right, title, and interest in and to any Client Materials (c) optimization techniques, (d) procure domain names containing Client's name, the name of Client's designee, or names similar to Client's name or Client's designee, and (e) use a combination of these techniques, to promote Welcome Content above Unwelcome Content on Internet search engine results. BrandRep will procure any domain names or similar registrations that are required to be procured in connection with the services; we’ll pay all costs relating to these domain names or similar registrations, and will direct the domain names to a location identified by BrandRep.
4. TERM, PAYMENT, & MODIFICATION: The term of this agreement shall commence and become effective as of the enrollment date. Site creation is included with initial setup and monthly fee for Local SEO and Lead Generation plans. In addition, BrandRep may use any Customer-provided content to assist in site creation. Any content provided, Customer revisions, or site alteration requests after site is active on the internet may be subject to design fee ($49.00 per hour). The design fee will not be initiated if BrandRep is correcting an error on the site. Any other changes requested by the Customer will be subject to the $49.00 per hour design fee upon completion and publication of the site. These advertising services are on a MONTHLY REOCCURING BASIS with an initial three (3) month commitment period and shall remain that way until the end of the agreement or until Customer no longer requires services. Customer will be charged on credit card on file each month coinciding with the enrollment date. (If Customer signs up March 1st, credit card will be charged each month on the 1st of the month). Online Presence and Website Optimization differs in results with each client depending on area and saturation of industry
5. WORK FOR FREE: “Work For Free” shall refer to Local SEO service only. BrandRep will work towards Customer being ranked organically on the first page of Google for two (2) of the Selected Keywords or Targeted Keywords within the first Ninety (90) Days from Customer’s enrollment date. If BrandRep does not produce a first page ranking after a three-month time period, then the service will be extended free of charge until such time that a first page ranking has been achieved. Once first page ranking has been achieved, contract charges will resume as per client agreement established upon enrollment date.
6. PAYMENT FEE ADJUSTMENT: BrandRep will reduce Customer’s Service Plan fee after a mutually agreed term and successful monthly payment count has been satisfied as defined on the Customer’s e-Agreement (“Adjusted Fee”). Customer will be billed the Adjusted Fee until Service is cancelled. Customer acknowledges that the Adjusted Fee does not apply to the “Lead Generation” and “Review Generation” Service Plans.
7. PAYMENT: Except as expressly set forth herein, all payments are non-refundable. If payment is made using a credit card or if there are any periodic charges for publication of a site, those charges may be billed automatically to a credit card provided by Customer. Customer agrees to have credit card on file charged monthly by BrandRep. Unless BrandRep provides a written billing agreement listing otherwise, charges will be automatically billed to the credit card Customer designated during the enrollment process. BrandRep reserves the right to collect and send to collection agencies any outstanding balance due 30 days after the payment due date. If Customer's credit card on file expires, Customer hereby gives BrandRep permission to charge the credit card with a later expiration date to allow for continued payment of BrandRep service. Customer may provide updated credit card information to BrandRep verbally, and allows BrandRep to use that information accordingly for continuation of service. In addition, a penalty fee may be incurred or cancellation may be initiated if Customer fails to update credit card information. Customer authorizes BrandRep to collect any charges related to the service of Customer's account.
8. PAYMENT CHANGES: Customer may designate another credit card at any time. In addition, a penalty fee may be incurred or cancellation may be initiated if Customer fails to update outdated or otherwise incorrect credit card information. Customer must notify BrandRep 10 days prior to make any changes to billing information or charging procedures
9. REFUND POLICY: All sales of all BrandRep services are final. No refunds shall be given by BrandRep or any other party, for any amounts paid for services, including, without limitation, any service charges or fees. Further, the Customer acknowledges and accepts the risk that BrandRep, may not succeed in finding all Internet content about the Customer. The Customer also acknowledges and accepts the risk that BrandRep may not succeed in effecting the removal and/or alteration of any Internet content about the Customer. No refunds shall be given by BrandRep for any reason. Further, the Customer hereby acknowledges and understands that he or she foregoes the right to dispute credit card charges incurred with the Company on the grounds that the Company has failed to deliver satisfactory services.
10. CANCELLATION: The BrandRep monthly service fee is valid from the period starting on the enrollment date and continues on a MONTHLY RECCURING BASIS with an initial three (3) month commitment period. If Customer wishes to terminate service after the commitment period has ended, Customer must cancel with five (5) day notice to not be billed for monthly charges. Customer agrees to direct all cancellation requests to BrandRep via email to email@example.com or via mail to BrandRep 16812 Armstrong Avenue Suite 200, Irvine CA 92606 Attn: Cancellation Department. Customer agrees that any charges incurred prior to cancellation are valid. Upon cancellation, BrandRep will remove the SEO site and may use for repurposing. If Customer cancels before monthly billing cycle is complete, Customer agrees to pay for entire month.
11. TERMINATION: BrandRep may at any time and at its sole discretion terminate service to any Customer for any reason. If Customer initiates an inquiry or disputes charges for services, BrandRep reserves the right to terminate the agreement between Customer and BrandRep with no refund available. Customer may terminate their signed agreement at any time with a one-time termination fee of $299 or by paying the monthly fees for the remainder of their order commitment term (whichever is less).
12. OWNERSHIP OF NON-Customer PROPERTY: Title and full ownership rights in and to the advertising services, together with any and all ideas, concepts, computer programs, and other technology supporting or otherwise relating to BrandRep Inc.'s operation of the BrandRep network and website(s) (collectively, the "BrandRep Materials"), shall remain at all times solely with BrandRep. Customer acknowledges that it has not acquired any ownership interest in the BrandRep materials and will not acquire any ownership interest in the BrandRep materials by reason of this Agreement.
13. CUSTOMER REPRESENTATIONS AND WARRANTIES: Customer represents and warrants to BrandRep that for the term of this Agreement: this Agreement constitutes a valid, binding, and enforceable agreement in accordance with its terms; information or data that Customer(including its agents or representatives) has provided or will provide for Advertising Services is and will be both accurate and complete to the best of Customer's knowledge; Customer is the authorized owner or representative of the business for which Advertising Services will be performed; and, Customer's SEO site will not violate any applicable law or regulation; does not infringe in any manner any third party rights, including, without limitation copyright, patent, trademark, trade secret, or other intellectual property right or right of privacy or publicity; is not false or misleading; has not and will not result in any consumer fraud, product liability, breach of contract, injury, damage, or harm of any kind to any person or entity; is not defamatory, libelous, slanderous, or threatening; is free of viruses; does not contain, promote, or offer any form of spyware, adware, or other advertising or information collection software; and/or does not contain, link to or promote any of the following: violence, hate crimes (whether racial or otherwise), illegal activities, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
14. CUSTOMER COVENANTS: Customer further agrees to perform as follows: Customer will not hold BrandRep or its affiliates liable or responsible for the activities of visitors who come to Customer's website(s) through Advertising Services. Customer agrees that it is solely responsible for any and all content or other materials that BrandRep places on a site on customer's behalf. If Customer sells or promotes adult materials, alcohol, tobacco products, or other age restricted products and/ or services, Customer will: (i) have age verification on its sites home page and in the sales process in compliance with all applicable laws and regulations; and (ii) shall not offer such products and/or services in jurisdictions in which they are prohibited or are in any way restricted.
15. SITE STRUCTURE AND TARGETING: Customer acknowledges and agrees that the standard site built by BrandRep for Customer will follow a pre-determined format. The site will contain up to five (5) tabs, each containing distinct and unique content, as well as a maximum of five (5) pictures to be used throughout the site, not including logo provided by Customer If Customer requests any changes, revisions, deletions, or additions to the standard site structure, Customer agrees to pay an additional design fee of $49 per hour. Any change to the standard site structure must be submitted before site is published online. Customer acknowledges and agrees that the site built by BrandRep for Customer will specifically target and optimize for one (1) city. Any additional target cities or locations requested by Customer will require an additional site built by BrandRep with all applicable and related charges. Although results commonly spread into areas surrounding the target city, BrandRep only guarantees placement for the stated target city. Customer acknowledges and agrees that it will be accorded one (1) minor text or picture revision per month to their website at no additional expense. The Customer can request changes be made to the text or pictures on the website. The revision cannot include alterations or modifications to the layout design of website or a complete redesign of the overall website. Customer agrees that BrandRep will charge a design fee of $49/hour for any additional changes to the website beyond the one (1) minor text or picture revision per month.
17. EXPORT COMPLIANCE: The Services, Website Content, other technology BrandRep may make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Client acknowledges that they are not named on any U.S. government denied-party list. In addition, Client shall not permit access to use of the Services, in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
18. REPORTING AND REVISIONS: BrandRep will primarily use an online reporting system, Client Dashboard Interface (CDI), to communicate site performance and search engine rankings. The CDI and email will be the primary form of communication between Customer and BrandRep. Customer will be issued a Customer name and password to their CDI by BrandRep. Customer agrees to use their CDI or email as the primary tool to submit revision requests, general questions, and viewing monthly reports and analytics.
19. COMMUNICATION: In efforts to consistently improve our services, BrandRep always wants to hear from our customers. Whether comments, suggestions, praise, complaints, or any other communication, BrandRep is listening. You grant BrandRep a perpetual, irrevocable, worldwide, royalty-free right and license to use, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, publicly perform, and publicly display (in whole or in part) your communication in any form, your name, and any related copyrights, moral rights, or other intellectual property rights.
20. CUSTOMER INDEMNIFICATION OBLIGATIONS: Customer agrees to indemnify, defend, and hold harmless BrandRep, its distribution partners, its licensors and licensees, and affiliated companies, and any of their officers, directors, employees, representatives and agents, from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a "Claim") for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Advertising Services performed on behalf of Customer, Customer's client's website(s) or contents therein, Customer's conduct, acts or omissions, or any alleged or proven breach by Customer of any term, condition, agreement, representation, or warranty herein, excluding any Claim that arises solely from the acts or omissions of BrandRep or its agents or employees. BrandRep will notify Customer of any claim, action, or demand for which indemnity is required in the reasonable opinion of BrandRep and will cooperate reasonably with Customer at Customer's expense. At the election of BrandRep, Customer shall advance to BrandRep amounts in satisfaction of such Claim, which BrandRep may hold in escrow pending resolution of such Claim. The law firm Customer chooses to defend BrandRep must be experienced in defending similar claims and will be subject to BrandRep's approval, which will not be unreasonably withheld. Customer may not settle any lawsuit or matter relating to the culpability or liability of BrandRep without the prior written consent of BrandRep. BrandRep will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, BrandRep shall have the right to set off any liability of Customer to BrandRep with respect to a Claim against any amounts held on deposit with BrandRep by Customer.
21. THIRD PARTY SERVICES ARE NOT BrandRep SERVICES: BrandRep works with a number of partners and affiliates. BrandRep is not responsible for and does not endorse or accept any responsibility for the availability, contents, products, services or use of any Third Party service provider. BrandRep makes no guarantees about the content or quality of the products or services provided by such Third Party service providers. You agree and consent to BrandRep registering you for Third Party services for a fee additional to and separate from the fees you pay BrandRep. BrandRep is not responsible for webcasting or any other form of transmission of Third Party service provider. BrandRep is providing these services to you only as a convenience, and the inclusion of any added service to your business through BrandRep does not imply endorsement by BrandRep of the Third Party service provider. You acknowledge that you bear all risks associated with access to and use of services provided by Third Party service provider and agree that BrandRep is not responsible for any loss or damage of any sort you may incur from dealing with a third party. You should contact the Third Party service provider if you have any concerns regarding services or membership with Third Party service providers.
22. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER: Customer acknowledges and agrees that it will not hold BrandRep or any third-party suppliers liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service or other unavailability of the Internet or website(s) in which the advertisements are published for whatever reason. BrandRep makes no representations or warranties relating to the results of Advertising Services, including without limitation, the number of impressions or click-through and any promotional effect or return on investment thereof. As BrandRep relies on third parties for certain data, BrandRep makes no guarantees regarding the accuracy, reliability, or completeness of any usage statistics. In no event shall BrandRep be responsible for any consequential, special, lost profits, or other damages arising under this Agreement. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action, fire, flood, earthquake, power failure, riot, explosion, labor, or material shortage, carrier interruption of any kind or work slowdown.
23. FORCE MAJEURE: Neither Customer nor BrandRep will be in breach of its obligations under this Agreement (other than obligations to pay monies due) in the event that, for cause or causes beyond its reasonable control, such party is unable to perform, in whole or in part, any one or more of its obligations under this agreement. Such causes will include, but not limited to, labor disputes, governmental regulations or controls, fire or other casualty, inability to obtain materials or services, technical failure or difficulties, problems or interruptions with the Internet, computer viruses, snow storms, hurricanes or other acts of God, insurrection, or any other cause not within the reasonable control of BrandRep or Customer.
24. ENTIRE AGREEMENT: This Agreement between BrandRep and Customer supersedes any other oral or written agreements regarding the advertising services specified in this agreement. Neither Customer nor any agent of BrandRep may amend these terms and conditions or add any provision to or delete any provision from this Application or any addendum, and any such amendments, additions or deletions are void. No oral or written representation made by any person that purports to modify this agreement is binding on BrandRep Inc. Moreover, Customer confirms that Customer has not relied upon any such representation in entering into this Agreement.
25. ARBITRATION CLAUSE: In the event that any of the provisions of this Agreement are held to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect. Any enforcement related to this contract shall be venue in Orange County, California.
26. GOVERNING LAW: Customer and BrandRep agree that this agreement and all disputes relating to this agreement will be governed by and interpreted according to the laws of the State of California.
27. AUTHORITY: The person submitting credit card information or subscribing to serve hereby certifies that he or she is either Customer, or that he or she has been lawfully authorized to submit Agreement and authorize the placement of advertising on behalf of Customer.
Terms of Service are subject to change without notice.