Please read these Terms of Service carefully. They form a legally binding agreement. By signing the Service Agreement, or by requesting or using the Services, the Client agrees to all of the following. These Standard Terms of Service (“Terms of Service”), together with the Service Agreement to which they are attached (together, the “Agreement”), govern the purchase and provision of the Services by AI Reputation, Inc., a Delaware corporation (“Company,” “we,” or “us”), to the client identified in the Service Agreement (“Client” or “you”).
1.1 Scope of Services. The Company provides online reputation management, privacy, concierge, and review management Services. The Service Agreement specifies the particular Services purchased.
1.2 Acquiring Services for a Named Party. The Client must be the person or entity, or an authorized representative of the person or entity, for whom the Services are performed (the “Named Party”). If the Client purchases on behalf of another person, the Client must have authority to do so and will provide verification on request. Where the Named Party is a minor, the Client must be the parent or legal guardian.
1.3 Not Legal Advice. In providing the Services, the Company is not acting as the Client’s attorney and does not provide legal advice.
2.1 Advocate. The Client authorizes the Company to act as the Client’s reputation and privacy advocate, to search the public Internet using available tools, and to take reasonable actions to provide the Services, including optimization techniques that promote welcome content above unwelcome content. The Client understands that such techniques can have unpredictable effects.
2.2 Cooperation. The Services require information from the Client and the Client’s active participation, including timely review and approval of content and removal actions. The quality and timeliness of the information the Client provides may affect the results.
2.3 Accounts and Domains. Where reasonably required, the Client authorizes the Company to create accounts and register domain names in the Client’s name for the purpose of providing the Services, and the Client will cooperate as needed.
2.4 Content Publishing and License. If content creation and publishing are included, the Client grants the Company a worldwide, royalty free, nonexclusive license to use, reproduce, modify, publish, and distribute the materials the Client provides (“Client Materials”) and related web content for the purpose of providing the Services. The Company will own all content it creates in connection with the Services (“New Content”), subject to the Client Materials. The Client owns the Client Materials. Once all amounts due are paid in full, all right, title, and interest in the New Content will transfer to the Client.
2.5 Content Approval. The Company will obtain the Client’s approval before publishing content under the Client’s name.
2.6 Permitted Use. The Client will not use the Services for any unlawful purpose, or to impersonate others, defame, harass, or violate the rights of any person, or to provide false or misleading information. The Company may take corrective action, including suspension or termination, if the Services are used improperly.
3.1 Fees. The Client will pay all fees in the amounts and on the schedule stated in the Service Agreement. Fees for Services already performed are nonrefundable.
3.2 Taxes. The Client is responsible for all applicable sales, use, and similar taxes, excluding taxes on the Company’s income.
3.3 Recurring Billing. Where the Client pays by card and has elected recurring billing, the Client authorizes the Company to charge the card for the Services for the Initial Term and any month to month period that follows, until the Services are canceled as described in Section 4.
3.4 Late Payment. If any amount is more than thirty (30) days past due, the Company may suspend or terminate the Services after reasonable notice.
4.1 Initial Term. The initial term of the Services is twelve (12) months, beginning on the start date in the Service Agreement (the “Initial Term”). The Client commits to the Initial Term, and fees for the Initial Term are payable in full as scheduled even if the Client stops using the Services, except as required by law.
4.2 Month to Month After the Initial Term. After the Initial Term, the Services continue on a month to month basis at the then current monthly fee, unless either party cancels.
4.3 Renewal Notice and How to Cancel. Before the Initial Term converts to month to month, and before each subsequent monthly renewal charge, the Company will send the Client a reminder by email. The Client may cancel at any time during the month to month period, effective at the end of the current billing month, by using the online cancellation link in the Client’s account or reminder email, or by emailing [email protected]. The Company will confirm cancellation by email and will not require the Client to mail a letter or call a phone line to cancel.
4.4 Price Changes. The Company may change the monthly fee for the month to month period on at least thirty (30) days written notice. The Client may cancel before the new price takes effect.
4.5 Effect of Termination. On termination: all rights to the Services end; the Company stops performing the Services; the Company may, at its discretion, remove content it published and allow domains it registered to lapse, except that the Client may make a one time written request before termination for the Company to transfer websites and domain names to the Client, which the Company will make reasonable efforts to do with the Client’s cooperation; and the Client will pay all amounts that remain due. Sections 2 through 9 survive termination.
5.1 Mutual Warranties. Each party represents that it has the authority to enter into this Agreement and that the Agreement is binding on it. If content creation or publishing is included, the Client further represents that the information it provides is accurate, that it has the right to grant the licenses in Section 2.4, and that the Client Materials do not infringe the rights of any third party.
5.2 No Outcome Guarantee. The Company does not guarantee the identification, removal, suppression, or alteration of any specific content, the removal of any specific personal information, that New Content will appear in search results, or that the Services will achieve any particular result, because of the complexity of the Internet and the changing nature of search algorithms and online content. THE SERVICES ARE PROVIDED “AS IS.” THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
5.3 Internet Delays. The Services may be subject to limitations and delays inherent in the use of the Internet. The Company is not responsible for delays or failures outside its reasonable control.
6.1 Exclusion of Indirect Damages. The Company will not be liable for any indirect, special, incidental, or consequential damages, or for lost profits, lost revenue, lost data, business interruption, or lost goodwill, even if advised of the possibility.
6.2 Cap on Liability. The Company’s total liability arising out of or related to the Services or this Agreement will not exceed the fees paid by the Client to the Company in the twelve (12) months before the event giving rise to the claim. Nothing in this Agreement limits liability that cannot be limited under applicable law.
7.1 Confidential Information. Each party will protect the other’s confidential information with at least reasonable care and will not use it outside the scope of this Agreement. The Company’s methods and strategies and the Client’s personal information are confidential. The usual exclusions apply for information that is public, already known, received from a third party, or independently developed.
7.2 Privacy. The Company’s collection and use of personal data is governed by its Privacy Policy, which is incorporated into this Agreement by reference.
8.1 Binding Arbitration. Any claim or dispute arising out of or relating to this Agreement will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator, and proceedings may be held by video or telephone.
8.2 Class and Jury Waiver. The Client and the Company waive any right to a jury trial and agree that claims will be brought only in an individual capacity, and not as a plaintiff or class member in any class or representative proceeding.
8.3 Small Claims. Either party may instead bring an individual claim in a small claims court of competent jurisdiction, so long as the claim stays in that court and on an individual basis.
8.4 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules, and consistent with the Federal Arbitration Act. Where applicable consumer protection law gives a Client rights that cannot be waived, nothing in this Agreement limits those rights.
9.1 Notices. Notices to the Company may be sent to [email protected] or to the Company’s notice address in the Service Agreement. Notices to the Client may be sent to the email or address in the Service Agreement.
9.2 Compliance with Laws. Each party will comply with all laws applicable to its performance under this Agreement.
9.3 Force Majeure. Except for payment obligations, neither party is liable for delays or failures caused by events beyond its reasonable control.
9.4 Waiver and Severability. A delay in exercising a right is not a waiver. If any provision is unenforceable, it will be replaced with an enforceable provision that most nearly achieves its intent, and the rest of the Agreement remains in effect.
9.5 Assignment. The Client may not assign this Agreement without the Company’s prior written consent, which will not be unreasonably withheld. The Company may assign this Agreement in connection with a merger, acquisition, or sale of assets.
9.6 No Publicity; Relationship. Neither party will use the other’s name or marks for marketing without prior written consent. The parties are independent contractors.
9.7 Entire Agreement. The Service Agreement together with these Terms of Service is the entire agreement between the parties and supersedes all prior understandings. It may be amended only in a writing signed by both parties. If there is a conflict, the Service Agreement controls over these Terms of Service.
This page is provided for reference and is not legal advice. Final terms are subject to review by counsel.