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This Terms of Service is a contract agreement that governs “you” or “your” (customers, affiliates, resellers, and contracted partners, contracted workers and service partners) and us (RankPay LLC) and the use of the RankPay, LLC Web Site “RankPay” located at https://www.rankpay.com, including any services and features available on or through the Web Site such as:

SEO Services, Performance-based SEO Services, Amazon Optimization, Local Citations, Digital Marketing Consulting Services, Website Optimization Services, Website Maintenance, Blog Management, Social Marketing, Affiliate Partnerships, Co-Marketing Programs, Barter Relationships, White Label Implementations, Reseller Services, Coding, Script Installations, Website Audits, Content Optimization, On-page and/or Off-page Optimization, API Terms of Use, and Software Licenses.

The Website is made available by RankPay, LLC, and our Terms of Service is so important that we cannot provide our services to you unless you agree to them. We may change the Terms of Service from time to time, at any time, by posting such changes on the Site. PLEASE READ THESE CUSTOMER TERMS CAREFULLY, BY USING THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS OF SERVICE AS APPLIED TO YOUR USE OF THE RANKPAY WEBSITE AND ALL RANKPAY SERVICES. If you do not agree to these Terms of Service, you may not access or otherwise use the website or services.

1.) SEO Services

“RankPay’s Performance-Based SEO Services Program” begins upon the submission of desired keywords from a prospective Customer. Upon completion of RankPay’s Keyword Submission Process the Customer will receive “RankPay’s Introductory Welcome E-mail’ that displays that a RankPay Account has been created, and provides the customer with next steps in the “Account Set-up and Implementation Process” including an On-Page Optimization overview, and provides the Customer with contact information for RankPay Support via Phone, E-mail and/or Online Chat. “RankPay’s Introductory Welcome E-mail” also shares the destination pages for RankPay’s Blog, FAQ section, and process for submitting a Support Ticket through the Customer Dashboard.

The “Keyword Activation” date represents the date which each keyword and the associated destination page on the customer’s website has been approved by RankPay, and the Customer. Accordingly, “RankPay’s Performance-Based SEO Services Program” will begin on the date of approval from both RankPay and the Customer. This “Keyword Activation” date marks the beginning of the program, and remains in effect for (6) months, with the sole exception of the promotional period of November 1st through November 30th, 2018 — all new accounts approved and activated during that promotional time period will be allowed to deactivate keywords and/or cancel the program at any point in time as part of “RankPay’s Performance-Based SEO Services Program”. If customer cancels keyword, applicable monthly pro-rated charges will be applied based on the date of keyword deactivation, although there will not be any deactivation charges for those accounts approved and activated from November 1st through November 30th, 2018. All accounts approved and activated into “RankPay’s Performance-Based SEO Services Program” outside of the time period will be subject to the standard deactivation and closure terms noted in Section 2 below. All keyword deactivation(s) and/or account closure must be formally documented and provided to RankPay in writing directly from the account owner that originated the account, and submitted directly through RankPay’s Customer Dashboard Ticketing System at https://www.rankpay.com/login, and received by RankPay at support@rankpay.com.

Ranking reports are updated a minimum of (4) times per month within the Customer Dashboard which all Active RankPay Customers have a login/password to their specific programs. As an Active RankPay Customer, the Customer Dashboard is available at any time. Within RankPay’s Customer Dashboard, the Customer also has full access to their Account Information, All Active Keywords, All Pending Keywords, All Deactivated Keywords, a Keyword Watchlist to monitor non-active keywords, and a SEO Services Activity Description Report for their Active Keywords participating in “RankPay’s Performance-Based SEO Services Program.”

2.) SEO Services Pricing and Invoicing Terms

Pricing for each keyword is determined at the time of “Keyword Approval”, and pricing is therefore locked for the duration of “RankPay’s Performance-Based SEO Services Program”, and will not change at any time during the initial (6) month period. Customer invoicing is performed monthly by RankPay. The invoicing charges are based exclusively on ranking performance, and tied directly to the agreed-upon pricing during “Keyword Approval”. Customer invoicing takes place on the 1st day of each new month, and the keyword rankings on Google + Bing/Yahoo! determine the customer monthly charges.

Example: Keyword ‘x’ has an agreed-upon price of $129 if the customer’s listing reaches Ranking #1-3 on Google. Keyword ‘x’ also has an agreed-upon price of $63 if the customer’s listing reaches Positions #7-10 on Bing/Yahoo!. If the customer’s listing is ranked #1 on Google and ranked #8 on Yahoo/Bing on the ‘Invoicing Day’ when the Monthly Rankings are run and completed, then the customer would be charged a total of $192 on the Customers Monthly Invoice. This example includes $129 for the increased ranking on Google, and $63 for the increased ranking on Bing/Yahoo.

Customer invoicing is based solely on progress of a keyword ranking into the Top 30 non-paid rankings on Google + Bing/Yahoo! search results pages, unless a custom invoicing program is created and approved by both the Customer and RankPay. Therefore, customers are never billed if their ranking has decreased from its original position at the time of “Keyword Activation”, or if the listing has not improved within the Top 30 non-paid rankings on either Google and/or Bing/Yahoo!. Customer invoicing is completed via the Customer Credit Card on file for the account, which the Customer provides and the Customer and RankPay approve. Customer’s credit card on file is automatically charged once per month based upon the rankings within the search engines on the ‘Invoicing Day’, which is the first day of each new month. No charges for “RankPays Performance-Based SEO Services Program” will be applied if the customer’s keyword ranking does not improve from its original position, or improves without earning rankings in the Top 30 non-paid rankings on Google and/or Bing/Yahoo!. If a customer deactivates a keyword before completing the (6) months of “RankPay’s Performance-Based SEO Services Program”, the customer’s credit card will be charged a “Deactivation Fee” of $200 for each “Active” Keyword that is transitioned to “De-active” status.

When a keyword has completed the (6) months of “RankPay’s Performance-Based SEO Services Program” – the keyword will automatically continue with the program. However, the customer has the ability to the following (3) program considerations at their sole discretion:

  1. Upon completion of (6) months with “RankPay’s Performance-Based SEO Services Program”, the customer can choose to deactivate any and/or all keywords at any time without any Deactivation Fee. If the customer chooses to deactivate keywords and cancel service, a pro-rated monthly service fee for that month will be charged based on the keyword ranking on the date of deactivation, and the Customer Account will be formally closed.
  2. Customer can choose to transition to “RankPay’s SEO Services Maintenance Program” if the keyword ranking reaches the top 10 positions on Google. If the customer chooses to transition to “RankPay’s SEO Services Maintenance Program” after the 6-Month Program is completed, the keyword pricing will then be reduced by 50% of the monthly program price, as long as the keyword remains in Active Status.
  3. Customer can elect to have their Account remain open, allowing “RankPay’s Performance-Based SEO Services Program” to continue for any and/or all existing Active keywords, and cancel at any time. If customer cancels keyword after (6) month program, applicable monthly pro-rated charges will be applied based on the date of keyword deactivation, although there will not be any deactivation charges. All keyword deactivation(s) and/or account closure must be formally documented and provided to RankPay in writing directly from the account owner that originated the account, and submitted directly through RankPay’s Customer Dashboard Ticketing System at https://www.rankpay.com/login, and received by RankPay at support@rankpay.com. RankPay will respond to the request and confirm in writing the keyword deactivation and/or the account closure. RankPay, at its sole discretion may elect to offer a custom program to customer’s based upon on its Search Accelerator Program, “Search Accelerator”:  https://www.rankpay.com/search-accelerator.

The purpose of “Search Accelerator” is to provide select customers “SEO Services” and “Managed Services” based on a custom program and custom pricing.  “Search Accelerator Solutions” are on month-to month contracts, and can be cancelled at any point in time with written notice.

If customer cancels “Search Accelerator”, an applicable monthly pro-rated charges will be applied based on the date of cancellation, although there will not be any additional cancellation fees.

All “Search Accelerator” closures and/or account closures must be formally documented and provided to RankPay in writing directly from the account owner that originated the account, and submitted directly through RankPay’s Customer Dashboard Ticketing System at https://www.rankpay.com/login, and received by RankPay at support@rankpay.com. RankPay will respond to the request and confirm in writing the “Search Accelerator” closure and/or the account closure.

3.) Managed Services, which includes:  Social Marketing, Blog Management, Website Maintenance, and Content Optimization

“Managed Services” governs any of RankPay’s Programs including:  “Social Marketing”, “Blog Management”, “Website Maintenance” and “Content Optimization”.  RankPay customers sign-up for “Managed Services” though the following page URLs and/or through RankPay’s White Label Partner Implementations or Resellers:

Social Marketing:  https://www.rankpay.com/social-marketing

Blog Management:   https://www.rankpay.com/blog-management

Website Maintenance:   https://www.rankpay.com/website-maintenance

Content Optimization:   https://www.rankpay.com/content-optimization

Additionally, existing customers of “RankPay’s Performance-Based SEO Services Program” can sign-up for “Managed Services” by selecting their desired program “Starter”, “Pro” or “Enterprise” via their secure access to the RankPay Customer Dashboard, located here:  https://www.rankpay.com/login

All “Managed Services” are on month-to month contracts, and can be cancelled at any point in time with written notice.  If customer cancels the “Managed Service”, an applicable monthly pro-rated charges will be applied based on the date of cancellation, although there will not be any additional cancellation fees. All “Managed Service” closures and/or account closures must be formally documented and provided to RankPay in writing directly from the account owner that originated the account, and submitted directly through RankPay’s Customer Dashboard Ticketing System at https://www.rankpay.com/login, and received by RankPay at support@rankpay.com. RankPay will respond to the request and confirm in writing the “Managed Services” closure and/or the account closure.

For “Website Maintenance”, RankPay provides the following Service Level Agreement (“SLA”) for Business Customers demonstrating:

1. 1 99.90% Uptime. The Service will serve Customer Content 99.90% of the time outside of Customer Planned Downtime. Customer Planned Downtime is from 2am-4am US CS(D)T. Additional Customer Planned Downtime may be excluded from the 99.90% Uptime measurement.

1.2 Penalties. If the Service fails to meet the above service level, the Customer will receive a credit equal to the result of the Service Credit calculation in Section 6 of this SLA.

2. Definitions.

2.1 Capitalized terms used in this SLA and not otherwise defined have the meanings ascribed to them in RankPay’s Terms of Service.

2.2 “Claim” means a claim submitted by Customer to RankPay pursuant to this SLA that a Service Level has not been met and that a Service Credit may be due to Customer.

2.3 “Customer” refers to the organization that has purchased and explicitly enabled “Website Maintenance” from RankPay’s “Managed Services”

2.4 “Customer Content” means any files, software, scripts, multimedia images, graphics, audio, video, text, data or other objects originating or transmitted from any web site owned or operated by customer and routed to, passed through and/or stored on or within the company’s website.

2.5 “Customer Planned Downtime” is downtime specified by RankPay that is to be excluded from any calculation of an Outage Period. This would apply to any time when the Customer has requested Service access suspended from their environment or from 2am-4am US CS(D)T.

2.6 “Customer Support” means the services by which RankPay may provide assistance to Customer to resolve issues with the Service.

2.7 “Force Majeure” refers to any downtime minutes that are the result of events or conditions beyond RankPay’s reasonable control. Such events might include but are not limited to any acts of common enemy (including, but in no way limited to DDoS attacks), the elements, earthquakes, floods, fires, epidemics, and inability to secure products or services from other persons or entities.

2.8 “Incident” means any set of circumstances resulting in a failure to meet a Service Level.

2.9 “Outage Period” is equal to the number of downtime minutes resulting from an Unscheduled Service Outage.

2.10 “Scheduled Availability” is the total number of minutes in the month minus any Customer Planned Downtime, and downtime caused by Force Majeure.

2.11 “Service” means, collectively, the information, tools, features and functionality offered by RankPay or through any software or other websites that RankPay utilizes to perform its obligations to the Customer.

2.12 “Service Credit” is the percentage of the monthly service fees for the Service that is credited to Customer for a validated Claim.

2.13 “Service Level” means standards Company chooses to adhere to and by which it measures the level of service it provides as specifically set forth below.

2.14 “Unscheduled Service Outage” are those interruptions to the Service that have not been previously communicated to the Customer and that result in the Customer’s application being unavailable to its customers or users. Unscheduled Service Outages exclude downtime minutes resulting from Customer Planned Downtime or downtime cause by Force Majeure.

3. RankPay’s “Website Maintenance” Service provides this SLA subject to the following terms.

3.1 In order to be eligible to submit a Claim with respect to any Incident, the Customer must first have notified RankPay Customer Support of the Incident, using the procedures set forth by RankPay, within (1) business day following the Incident.

3.2 To submit a Claim, Customer must contact RankPay Customer Support and provide notice of its intention to submit a Claim. Customer must provide to Customer Support all reasonable details regarding the Claim, including but not limited to, detailed descriptions of the Incident(s), the duration of the Incident, network traceroutes, the URL(s) affected and any attempts made by Customer to resolve the Incident.

3.3 In order for RankPay to consider a Claim, Customer must submit the Claim, including sufficient evidence to support the Claim, by no more than 3 business day after the end of the calendar month following the billing month in which the Incident which is the subject of the Claim occurs.

3.5 RankPay will use all information reasonably available to it to validate Claims and make a good faith judgment on whether the SLA and Service Levels apply to the Claim.

4. SLA Exclusions.

4.1 This SLA and any applicable Service Levels do not apply to any performance or availability issues:

(a) Due to factors outside Company’s reasonable control;

(b) That resulted from Customer’s or third party hardware or software;

(c) That resulted from actions or inactions of Customer or third parties;

(d) Caused by Customer’s use of the Service after Company advised Customer to modify its use of the Service, if Customer did not modify its use as advised;

(e) During beta and trial Service (as determined by Company); Or

(f) Attributable to the acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to Company’s Service by means of Customer’s Authorized Users’ accounts or equipment.

5. Service Credits.

5.1 The amount and method of calculation of Service Credits is described below in Section 6.

5.2 Service Credits are Customer’s sole and exclusive remedy for any violation of this SLA.

5.3 The total amount of Service Credits awarded in any twelve (12) month period shall not, under any circumstance, exceed one (1) month of a Customer’s cumulative total monthly service fees.

5.4 Service Credits for this SLA will only be calculated against monthly recurring fees associated with the Service.

6. Service Credit Calculation.

6.1 For any and each Outage Period during a monthly billing period, RankPay will provide as a Service Credit an amount calculated as follows: for downtimes below 99.90% uptime in the calendar month, the Service Credit will be $1.00 per 10 minutes down, or the total monthly charge, whichever is less.

4.) Proprietary Rights

RankPay owns, solely and exclusively, all rights, title and interest in and to the Site, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, software, etc.), code, data and materials on the website, and the look and feel, design, compilation and organization thereof, including, but not limited to, any copyrights, trademark rights, patent rights, database rights, moral rights and other intellectual property and proprietary rights therein; with the exception, in some cases, of submitted materials, as defined below in Section 8.  Your use of the Site does not grant you ownership of any content, code, data or materials that you may access on the Site.

All information you submit to RankPay is held as confidential and is not shared with anyone other than those who will help complete the job you contract us for. All content we provide is considered a “work for hire”, unless otherwise specified in an agreement between you and RankPay. Nonpayment of the agreed on price results in the copyrights belonging to RankPay. RankPay cannot be held responsible for similar content appearing anywhere nor can we be responsible for someone else misusing your content. It is your responsibility to police the content and protect your copyrights. You are responsible for any content you upload to your website. All of your content must be appropriately marked with licensing (or other permission status such as fair use) and reasonable attribution information, if not owned by you. If, as a consequence of a court judgment or allegation of patent infringement or for any other reason (not limited to patent issues), conditions are imposed on you (whether by court order, agreement or otherwise) that contradict the conditions of the posting of content or images to your site, they do not excuse you from the conditions of that action.  RankPay does not take any ownership of your content when you post it on our sites.

Resellers of “RankPay’s Performance-Based SEO Services Program”, including affiliates and white label implementations, blog management and social marketing services are contractually bound as if they are the clients, and RankPay is the provider. Any terms of service or contracts between resellers and clients remain between them and RankPay shall not be held liable for what any reseller of “RankPay’s Performance-Based SEO Services Program”, including affiliates and white label implementations, blog management and social marketing services does with content or any other promises they make to their customers.  All resellers of “RankPay’s Performance-Based SEO Services Program” and/or “Managed Services”, including affiliates and white label implementations, blog management and social marketing services, including writers, bloggers, or other people who freelance or work for RankPay agree to the following:

  1. Clients of RankPay cannot be used as your personal references. Your work is done for RankPay and not for the client. Any use of any RankPay Client’s Name for your personal gain, reference, or any other use may lead to legal action against you by the client or by RankPay.
  2. In some cases you may receive information about clients of RankPay. This information, by default, is to be considered confidential. You may not use or share this information with anyone outside of RankPay.
  3. No one who contracts to write content or do other work for RankPay may contact any client of RankPay without express permission of RankPay for any reason. By accepting work through RankPay, you agree to this no-compete clause even if you decide to stop accepting work from RankPay. You are allowed to accept work from any source while you accept work from RankPay and of course after you stop accepting work from RankPay, however any action on your part to contact clients of RankPay directly for the purpose of providing content to them will be cause for legal action.
  4. RankPay reserves the right to refuse any content or work that workers provide to us or to us for RankPay customers. RankPay is not obligated to notify you that we did not accept the content or the work you provided. Due to the unreliability of email, it is your responsibility to request confirmation that RankPay received any content or work you send to us. If you have no such confirmation, you may not be paid for that content since we may have not received it.
  5. If you accept work from RankPay, you agree to write content that can be passed on to the client as a finished product. If we have to rewrite or otherwise edit the content before it can be sent to the client, then the payment you receive for that content may be altered or you may not be paid at all, depending on the quality of the content you provided.
  6. All resellers of “RankPay’s Performance-Based SEO Services Program” or “Managed Services”, including affiliates and white label implementations, including writers, bloggers, or other contracted workers who freelance or work for RankPay may not reuse any content you provide to us in any way.  All content creation including “website copy”, “blog posts”, “social posts”, “images” and context used for meta information such as onpage optimization: “Meta Titles”, “Meta Descriptions”, “H1 Tags”, “H2 Tags”, “Alt Img Tags” for RankPay and RankPay customers must be completely original and unique.  You may not copy, modify, sublicense, or distribute any form of trademark or copyrighted materials, content or images.  All forms of content must exclusively be through original, proprietary methods or through licensing of content that you represent, warrant, and agree that no content posted or otherwise shared by you on or through any of the services (“Your Content”), violates or infringes upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, breaches or conflicts with any obligation, such as a confidentiality obligation, or contains libelous, defamatory, or otherwise unlawful material. RankPay does not take any ownership of your content when you post it on our sites. If content is posted on the customer website, the customer immediately and exclusively owns that content and/or image, and by its posting, the customer fully agrees that it can be used.  If you do not own the content or image, then you should not post it unless it is in the public domain.  You are responsible for any content or image that you upload to your website. All of your content must be appropriately marked with licensing (or other permission status such as fair use) and with reasonable attribution information, if not owned by you. If, as a consequence of a court judgment or allegation of patent infringement or for any other reason (not limited to patent issues), conditions are imposed on you (whether by court order, agreement or otherwise) that contradict the conditions of the posting of content or images to your site, they do not excuse you from the conditions of that action. It is not the purpose of this section to induce you to infringe any patents or other property right claims or to contest validity of any such claims; this section has the sole purpose of protecting the integrity that your content, images and attribution on your site is the sole responsibility of the customer website site owner. To the extent authorized by law, you agree to indemnify and hold harmless RANKPAY OR ITS AGENTS OR ANY OF ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, TRUSTEES, AFFILIATES, RESELLERS, PARTNERS or CONTENT SERVICE PROVIDERS (COLLECTIVELY, THE PROTECTED ENTITIES) from and against any and all claims, losses, expenses, damages, and costs, including ALL attorneys fees, resulting directly or indirectly from or arising out of (a) your violation of the Terms, (b) your use of any of the Services, and/or (c) all content, images and information that “You” make available on your website.
  7. Disputes about the payment for any content you provide to RankPay must be brought to our attention within 30 days or any due amounts are void. All disputes will be settled according to California State Law or by agreement in arbitration by the arbitrator of our choice.

5.) Limited License

You may access and view the content on the Site on your computer or other Internet-compatible device including mobile phones and tablets, and make single copies or prints of the content on the Site for your personal, internal use only. The Site and the Site’s services and any content and materials on the Site, are only for your personal, non-commercial use.

6.) Prohibited Use

You may not commercially distribute, publish or exploit the Site, or any content, code, data or materials on the Site, unless you have received the express written prior permission of RankPay or the applicable rights holder. Other than as set forth in Section 4. of this Terms of Services Agreement, you may not download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on the Site. If you make other use of the Site, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws, and you may be liable for such unauthorized use. RankPay will enforce its intellectual property rights to the fullest extent of the law.

7.) Trademarks

The trademarks, logos, service marks and trade names (collectively the “Trademarks”) displayed on the Web Site or on content available through the Web Site are registered and unregistered Trademarks of RankPay and other owners and may not be used unless authorized by the trademark owner. RankPay will enforce its Trademark rights to the fullest extent of the law.

8.) User Information

In the course of your use of the Site, you may be asked to provide certain personal information to us. Our information collection and use policies with respect to the privacy of such personal information are set forth in the Site’s Privacy Policy, which is incorporated herein by reference for all purposes. You, and not RankPay, are responsible for the accuracy, currency and content of such information.

9.) Submitted Materials

Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Site, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us (including, for example and without limitation, that which you submit or post to our chat rooms, message boards, online meetings and/or our blogs, or send to us via e-mail) (Submitted Materials) will be deemed not to be confidential or secret, and may be used by us in any manner consistent with RankPay’s Privacy Policy. By submitting or sending Submitted Materials to us, unless we agree otherwise specifically in writing, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights to such Submitted Materials (in whole or in part), and that any “moral rights” in Submitted Materials have been waived, and (ii) you grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed. We cannot be responsible for maintaining any Submitted Materials that you provide to us, and we may delete or destroy any such Submitted Materials at any time.

10.) Prohibited User Conduct

You agree that, while using the Web Site and the Web Site’s various services and features, you will not: impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any person or entity, including without limitation, anyone from RankPay or the Site; insert your own or a third party’s advertising, branding or other promotional content into any of the Web Site’s content, materials or services (for example, without limitation, in an RSS feed or a podcast received from RankPay or otherwise through the Web Site), or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; obtain or attempt to obtain unauthorized access to computer systems, materials, information or any services made available on or through the Site through any means; engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information; engage in any automatic means of accessing, logging-in or registering on the Site or for any of the Site’s services or features, or obtaining lists of users or obtaining or accessing other information, services or features on, from or through the Site, including, without limitation, any information residing on any server or database connected to the Site or any services offered on or through the Site; use the Site or the Site’s services in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or such services, or interfere with any other party’s use and enjoyment of the Site, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests; use the Web Site or the Web Site’s services or features in violation of RankPay’s or any third party’s intellectual property or other proprietary or legal rights; use the Site or the Site’s services in violation of any applicable law; attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, make unauthorized use of, or otherwise alter or interfere with the Site or the Site’s services, or any content on the Site or the Site’s services; or obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Site.

11.) Public Forums, Blogs, and Article Directories

We may, from time to time, make online communities, messaging services, chat services, bulletin boards, message boards, blogs, other forums and other such services available on or through the Web Site. In addition to any other rules or regulations that we may post in connection with a particular service, you agree that you will not upload, post, transmit, distribute or otherwise publish through the Web Site or any service or feature made available on or through the Web Site, any materials which: restrict or inhibit any other user from using and enjoying the Web Site or the Web Site’s services; are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, indecent or are otherwise objectionable to Article Content Provider and RankPay, in its discretion; constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law; violate, plagiarize or infringe the rights of third parties, including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary rights; contain a virus, spyware, or other harmful component; contain embedded links, advertising, chain letters or pyramid schemes of any kind; or constitute or contain false or misleading indications of origin, endorsement or statements of fact.

It is important to remember that comments, materials and information submitted to a public forum or online community may be recorded and stored in multiple places, both on our Web Site and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read, view or access them eventually. Therefore, you should not disclose any sensitive, personal, proprietary or confidential information, about yourself or others, in your comments or other submissions to our public forums or other online communities, such as to our blog(s).

12.) Right to Monitor and Editorial Control

We reserve the right (but have no obligation) to monitor or review all materials posted or submitted to the Web Site or through the Web Site’s services or features by users (including, for example and without limitation, our blog(s)), and we are not responsible for any such materials posted by users. However, we may disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post, delete or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of this Terms of Services Agreement, our policies or applicable law.

13.) Linking to the Web Site

We may insist that any link to the Web Site be discontinued, and we may revoke your right to link to the Web Site from any other web site at any time upon written notice to you, and in such event you agree to discontinue any such linking activity.

14.) Indemnification

You agree to defend, indemnify and hold RankPay, its affiliates, and its and their directors, officers, employees, trustees and agents completely harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Site, “SEO Service” or “Managed Services”, and your placement or transmission of any message, content, information, software or other materials through the Site, or your breach or violation of the law or of this Terms of Services Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

15.) Orders for Products and Services

We may make certain products available to visitors and registrants of the Site. You may only order products if you are 18 years old or older. You agree to pay in full the prices (and all applicable taxes) for any purchases you make either by credit/debit card concurrent with your online order or by other payment means acceptable to RankPay. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us. Certain products that you purchase and/or download on or through the Web Site may be subject to additional terms and conditions presented to you at the time of such purchase or download.

16.) Third Party Web Sites

You may be able to link from the Web Site to third party web sites and third party web sites may link to the Web Site (“Linked Sites”). You acknowledge and agree that we have no responsibility for, nor do we endorse or sponsor, the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of ours.

17.) Copyright Agent

We respect the intellectual property rights of others and require that the people who use the Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to support@rankpay.com.

  1. Your address, telephone number, and email address;
  2. A description of the copyrighted work that you claim has been infringed. There may be a charge to have content removed, if it will cost RankPay to remove it. Our cost will be passed on to you, the claimant.
  3. A description of where the alleged infringing material is located;
  4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  5. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
  6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

18.) Disclaimer of Warranties

THE SITE AND ITS SERVICES, CONTENT, FUNCTIONS AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE”, AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS OR CONTENT, IMAGES OR INFORMATION ON THE SITE, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE (INCLUDING, WITHOUT LIMITATION, THROUGH OUR BLOG(S)) SHALL CREATE ANY WARRANTY. RANKPAY ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SITE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE SITE, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SITE. WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, WE HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE SITE OR IN CORRESPONDENCE WITH RANKPAY OR ITS AGENTS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, TRUSTEES, AFFILIATES, RESELLERS, PARTNERS or CONTENT SERVICE PROVIDERS (COLLECTIVELY, THE PROTECTED ENTITIES).

 

19.) Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND IN NO EVENT WILL RANKPAY OR ITS AGENTS OR ANY OF ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, TRUSTEES, AFFILIATES, RESELLERS, PARTNERS OR CONTENT SERVICE PROVIDERS (COLLECTIVELY, THE PROTECTED ENTITIES) BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON) EVEN IF RANKPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL “THE PROTECTED ENTITIES” BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OF SERVICE OR YOUR USE OF THE RANKPAY SITE OR SERVICES EXCEED 25% IN THE AGGREGATE OF THE AMOUNT, IF ANY, PAID BY YOU TO RANKPAY FOR YOUR USE OF THE SITE OR PURCHASE OF SERVICES VIA THE SITE.

 

20.) Applicable Laws and Dispute Resolution

We control and operate the Site from our offices in the United States of America. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. This Terms of Services Agreement and the relationship between you and us shall be governed by the laws of the United States and the State of California, without regard to its conflict of law provisions. All parties agree that in the event of any dispute with respect to this Terms of Services Agreement or any respective obligations hereunder, such dispute shall be settled by arbitration in the County of San Diego, State of California, in accordance with the commercial rules of the American Arbitration Association. Any award rendered by the arbitrators shall be final and judgment may be entered upon it in any court of competent jurisdiction.

No agency relationship: The parties agree that no joint venture, partnership, employment, or agency relationship exists between you and RankPay as a result of the Terms or from your use of any of the RankPay Website or Services.

Integration: These Terms of Service constitute the entire agreement between you and RankPay relating to this subject matter and supersede any and all prior communications and/or agreements between you and RankPay relating to the RankPay Website and use of the “RankPay SEO Service” or “Managed Services”.

Our failure to exercise or enforce any right or provision of this Terms of Services Agreement shall not constitute a waiver of such right or provision. If any provision of this Terms of Services Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Terms of Services Agreement remain in full force and effect.

21.) Indemnification

To the extent authorized by law, you agree to indemnify and hold harmless RANKPAY OR ITS AGENTS OR ANY OF ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, TRUSTEES, AFFILIATES, RESELLERS, PARTNERS or CONTENT SERVICE PROVIDERS (COLLECTIVELY, THE PROTECTED ENTITIES) from and against any and all claims, losses, expenses, damages, and costs, including ALL attorneys fees, resulting directly or indirectly from or arising out of (a) your violation of the Terms, (b) your use of any of the Services, and/or (c) the Content you make available on any of the Services.

 

22.) Termination & Refunds

RankPay may terminate, change, suspend or discontinue any aspect of the Site or the Site’s services at any time. We may restrict, impose limits on, suspend or terminate your access to the Site and/or its services or features (e.g., our blog(s)) if we believe you have violated this Terms of Services Agreement or applicable law, or for any other reason without notice or liability. RankPay maintains a policy that provides for the termination in appropriate circumstances of the Web Site use privileges of users who are repeat infringers of intellectual property rights. “Insolvent” accounts are active accounts that have not paid their monthly invoice within (7) business days from the initial date of insolvency. These “Insolvent” accounts will remain active for (90) days in RankPay’s program, and then they will be terminated. During the (90-day period), RankPay will e-mail the “Insolvent” a minimum of (3) times displaying the outstanding balance based upon the invoices which have not been paid. If correspondence efforts have not been responded to by the “Insolvent” account after the (90-day) period, RankPay will then send the “Insolvent” account to an Independent 3rd Party Collections Agency inclusive of the outstanding balance owed. If the account does not pay the outstanding balance, or comply with the Independent 3rd Party Collections Agency, and then subsequently re-creates a new account, RankPay is permitted to charge the credit card to bring the outstanding balance current, before proceeding with the new account activation. RankPay will utilize its proprietary Fraud Prevention System to help identify and detect “Insolvent”, “Terminated” and/or “Fraudulent” accounts from “RankPay’s Performance-based SEO Service Program” or RankPay’s “Managed Services”. Cancellation of a RankPay account is permitted unless the account currently has one or more active keywords. Due to the nature of our performance-based services, our upfront pricing and the fact that customers are not charged unless they receive an enhanced search engine ranking, and that the terms of “Managed Services” are agreed upon upfront; refunds cannot be provided. All keyword deactivation(s), “Managed Services” program cancellations, and/or account closure must be formally documented and provided to RankPay in writing directly from the account owner that originated the account, and submitted directly through RankPay’s Customer Dashboard Ticketing System at https://www.rankpay.com/login. RankPay will respond to the request and confirm in writing the keyword deactivation,”Managed Services’ program cancellation, and/or the account closure.

23.) Changes to Terms of Service

RankPay reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms of Service, in whole or in part, at any time. Changes to the Terms of Service will be effective when posted.