READ THIS AGREEMENT AND THE INCORPORATED DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY. THIS AGREEMENT CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND Sunrise Pro Websites, LLC d/b/a Bricks & Clicks Marketing.
ONLINE REPUTATION MANAGEMENT AGREEMENT
This Online Reputation Management Agreement (“Agreement”) sets forth the terms and conditions between You as a Subscriber (“Subscriber”) and Sunrise Pro Websites, LLC d/b/a Bricks & Clicks Marketing (“Bricks & Clicks Marketing”) in connection with Your subscription for Online Reputation Management services (“Reputation Management”).
This Agreement is incorporated into, made part of and is subject to Bricks & Clicks Marketing’s Terms and Conditions of Use (“Terms of Use”), which You may access by clicking here. All terms defined in the Terms of Use shall have the same meaning when used in this Agreement as provided in the Terms of Use unless otherwise noted.
1. GENERAL TERMS
Bricks & Clicks Marketing offers consulting services (“Services”) to Subscribers who subscribe to Online Reputation Management services (“Reputation Management”) and pay fees in connection therewith. Reputation Management Services are designed to assist the Subscriber’s efforts to increase the visibility of Subscriber’s website by boosting its rank and/or frequency of results returned by third party owned websites. In addition to agreeing to this Agreement and the Terms of Use, in order to subscribe to SEO, You must enter into and agree to be bound by the terms of Your Subscription Agreement and Invoice (“Subscription Agreement”) with Bricks & Clicks Marketing. You will have an opportunity to discuss the specific or individual terms applicable to Your subscription for SEO when you arrange for Your Subscription with Bricks & Clicks Marketing. Your Subscription Agreement will set forth the individual components and services that You select in Your subscription.
2. PAYMENT FOR SERVICES
As compensation for Rep Services provided by Bricks & Clicks Marketing, You agree to pay fees to Bricks & Clicks Marketing as set forth in Your Subscription Agreement. Subscription Fees are due and payable by You upon Your receipt of Bricks & Clicks Marketing’s Subscription Agreement, unless alternative payment arrangements have been made. Further terms that may affect Your payment obligations are set forth in the Terms of Use and are incorporated as if fully set forth herein. The Terms of Use, in its entirely, can be accessed by clicking here.
3. DURATION
Unless otherwise stated in Your Subscription Agreement, Your Subscription has duration of one year (12 months). Your Subscription Agreement with Bricks & Clicks Marketing will commence on the day that You a) agree to the Subscription Agreement; or b) receive a copy of the Subscription Agreement; or c) pay the initial payment due for the Subscription, whichever is earliest. The Subscription ends upon expiration of its duration.
You may not cancel Your Subscription(s) under any circumstances. You will be required to make all payments due during the duration of the Subscription regardless of whether You choose to use the Services available to You through Your Subscription. After expiration of Your Subscription(s), You and Bricks & Clicks Marketing may agree to extend or renew the Subscription Agreement under the Terms of Use and fees then in effect.
4. SUBSCRIBER CONTENT
In order to receive Services under Your Subscription, You may be required to provide certain Subscriber’s Content or other materials in which You may have proprietary or intellectual property interest. Any and all content supplied by You or created, edited or amended in connection with the Services in Your Agreement are subject to all licenses, warranties and uses set forth in the Terms of Use and its incorporated Privacy and Intellectual Property Policies, which are incorporated as if more fully set forth herein and may be accessed by clicking here.
5. SUBSCRIBER OBLIGATIONS
As a Subscriber, it is essential that You communicate with Bricks & Clicks Marketing and promptly provide all data, documents, content, art or other information needed by Bricks & Clicks Marketing without which Bricks & Clicks Marketing cannot provide Services under Your Subscription Agreement. Your failure to fulfill Your Subscriber’s Obligations is wholly out of Bricks & Clicks Marketing’s control and may prevent the completion of Services in a timely fashion or within the Subscription’s duration. If Services are not completed within the Subscription’s duration due to Your delay or failure to fulfill Your Subscriber Obligations, Bricks & Clicks Marketing may offer You an opportunity to extend or renew Your subscription at the fee then in effect at the time of Your renewal or extension or otherwise work with you, for an additional fee. However, under no circumstances will Bricks & Clicks Marketing i) provide any unused Services within after the Subscription has expired and not been extended or renewed, or other fee arrangements made in advance; or (ii) refund any money for any of the expired services.
6. CONFIDENTIALITY.
You and Bricks & Clicks Marketing agree that each shall maintain and not disclose any and all confidential or proprietary information that is received from the other as a result of or in connection with Your Subscription and/or Services provided in connection therewith. Neither You nor Bricks & Clicks Marketing will, without the other’s prior written consent, disclose to any third party any information concerning the other’s proprietary or confidential information and material, including but not limited to the business or method of working of the other party, which may be revealed as a result of or in connection with Your Subscription and/or Services, except as required by law, to the extent that such information may become public knowledge, may be acquired or generated by either party independently from something other than by a breach of this clause or to obtain legal or tax advice.
This clause shall survive termination of the Subscription Agreement.
7. WARRANTIES
By entering into this Subscription Agreement, You hereby acknowledge and agree that it is expressly subject to all warranties, promises and guarantees given and made by You, as a Subscriber to Bricks & Clicks Marketing and Bricks & Clicks Marketing to You as are set forth in the Terms of Use, which is incorporated herein by reference as if fully set forth herein. You may directly access the Terms of Use by clicking here.
8. DISCLAIMERS AND LIMITATIONS OF WARRANTIES
Bricks & Clicks Marketing uses reasonable efforts to provide the Services that You have Subscribed to receive. However, SEO results depend on innumerable factors and market variables that are outside of Bricks & Clicks Marketing’s control. As a result, although SEO is intended to assist you to meet Your goals, final results may vary.
SEO, INCLUDING, BUT NOT LIMITED TO ALL RELATED SERVICES, MATERIALS AND WEBSITE CONTENT, ETC. ARE PROVIDED “AS IS.” Bricks & Clicks Marketing EXCLUDES AND DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A GENERAL OR PARTICULAR PURPOSE. Bricks & Clicks Marketing IS NOT LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF SEO, ITS CONTENT AND/OR THE DATA OR SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. SEO, ITS FUNCTIONS, OR THE MATERIALS AND CONDUCT AVAILABLE IN CONNECTION THEREWITH ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. THE SUBSCRIBER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO THE USER’S AND/OR SUBSCRIBER’S USE OF SEO AND ITS ASSOCIATED MATERIALS, INCLUDING THE Bricks & Clicks Marketing WEBSITE OR RELATED SERVICES. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER Bricks & Clicks Marketing NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS ARE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES) ARISING OUT OF SUBSCRIBER’S USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OF SEO, ITS CONTENT AND/OR DATA OR SERVICES PROVIDED IN CONNECTION THEREWITH, WHETHER OR NOT Bricks & Clicks Marketing HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. LIMITATION OF LIABILITY
Bricks & Clicks Marketing DOES NOT GUARANTEE RESULTS. IN NO EVENT SHALL Bricks & Clicks Marketing BE LIABLE FOR GENERAL, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES WITHOUT LIMITATION AS TO WHETHER SUCH DAMAGES ARE CONSIDERED TO BE DIRECT, GENERAL OR CONSEQUENTIAL DAMAGES. Bricks & Clicks Marketing SHALL NOT BE LIABLE, (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) FOR ANY AND ALL CLAIMS RELATED TO THIS AGREEMENT, THE TERMS OF USE OR OTHER AGREEMENT, EXCEPT TO THE EXTENT OF Bricks & Clicks Marketing’S GROSS NEGLIGENCE OR WILLFUL CONDUCT. IT IS AGREED THAT SHOULD ANY LIABILITY ON THE PART OF Bricks & Clicks Marketing BE PROVEN, IT WILL NEVERTHELESS BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ANTICIPATE OR FIX THE AMOUNT OF DAMAGES THAT WERE PROXIMATELY CAUSED BY SUCH LIABILITY. THEREFORE IT IS AGREED THAT IN NO EVENT MAY THE SUBSCRIBER RECOVER AN AMOUNT IN EXCESS OF THE AGGREGATE OF FEES PAID TO Bricks & Clicks Marketing OR $500 IN THE EVENT THAT NO FEES WERE PAID, IN FULL AND COMPLETE SATISFACTION OF ANY AND ALL CLAIMS. IT IS AGREED THAT THE FOREGOING LIMITATION IS NOT INTENDED TO BE AND IS NOT A PENALTY.
10. AMENDMENT.
Bricks & Clicks Marketing reserves the right to modify, update, add, delete, revise and change this Agreement as well as the Terms of Use at any time. Such changes are effective, and You agree to be bound by such changes, when You “click” the Accept button on the Website, or 30 days from the date the changes are posted to the Website, whichever occurs sooner.
11. COMPLETE AGREEMENT
This Agreement, as well as the Terms of Use, Subscription Agreement, and any documents expressly referenced or incorporated therein, together constitute the full agreement between You and Bricks & Clicks Marketing as to the matters contained therein. Any term not specifically addressed in this Agreement shall be governed by the Terms of Use and incorporated documents. In the event of a conflict between this Agreement and the Terms of Use, the specific terms of this Agreement shall apply.
Version 1
Effective Date February 1, 2018
