LocalClicks Pro provides a range of marketing products and services for small and medium-sized businesses (the “Marketing Services”). The Order Form (the “Order Form”) sets forth which Marketing Services are being purchased by the client who signed the Order Form (“you” or “Client”), the costs for such Marketing Services, and other relevant details. These Online Marketing Services Terms and Conditions (“Marketing Services Terms”) are incorporated by reference into and made a part of any Order Form submitted to LocalClicks Pro and govern the relationship between you and LocalClicks Pro. All Order Forms are subject to acceptance by LocalClicks Pro, in its sole discretion. The Order Form, the Marketing Services Terms, and the documents and/or links referenced in such documents are together referred to as the “Agreement.”
If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such legal entity to this Agreement, (ii) you have read and understood this Agreement and (iii) you agree, on behalf of the Client, to this Agreement.
The Marketing Services include, but are not limited to, the following products:
• Search Engine Marketing – Pay-Per-Click on Google, Yahoo, and Bing
• Search Engine Optimization
• Website Development
• Online Display Advertising
• Live Chat
• Facebook Advertising
• Social Media
• Reputation Management
A. Identification of Fees. You agree to pay the amounts set forth in the Order Form. The Fees are generally divided into product fees and set-up fees. Product fees are the recurring fees that you will be charged for the specific product you have purchased as shown on the Order Form. Service fees are for the delivery of any premium services that LocalClicks Pro may, from time to time, offer. Set-up fees are one-time fees for the set-up of campaigns or other services, including, but not limited to, publisher set-up, keyword generation, landing page creation, phone tracking set-up, and creative services. LocalClicks Pro reserves the right to change any of the Fees at any time, provided that such changes will not take effect until a new Order Form has been executed and delivered to LocalClicks Pro by you.
B. No Pass-Through Obligations. You are not entitled to any credits, discounts, rebates, refunds provided to LocalClicks Pro by its third-party publisher partners (the “Publishers”).
A. General. Once an Order Form has been accepted by LocalClicks Pro, you will be responsible for payment in full of all Fees, except as may otherwise be provided in Section 4(c) hereof. The Fees shown are not inclusive of sales, use or similar taxes which may be applicable. If applicable, sales, use and similar taxes shall be your sole responsibility and may be assessed on the invoice. Please note that the sales tax shown on an Order Form is only an estimate. The actual amount of sales tax will be determined at the time that payment is made. All payments are due in U.S. dollars.
B. Manner of Payment. You shall pay all amounts payable under this Agreement either by credit card (the “Client Card”), ACH (electronic debit from your bank account) or such other form of payment as LocalClicks Pro may, in its sole discretion, permit. You will be required to agree to the applicable payment authorization form(s), which also permit LocalClicks Pro to recover any Cancellation Fees (as defined below) in an authorized manner. With LocalClicks Pro’s prior approval, under certain circumstances, you may pay by check. In the case of payment through ACH, no amounts owing are considered paid until the electronic debit has been received by LocalClicks Pro’s bank.
C. Timing of Payment. Fees, as identified on the Order Form, are due in advance of each Month. If there are Set-Up Fees (as set forth on the Order Form), such Fees shall be paid in advance together with all amounts owed for the first Month. LocalClicks Pro shall have the right to charge the Client Card or debit from your account through ACH for Fees in accordance with these Marketing Services Terms and the Product Terms. You understand and acknowledge that all amounts owed must be paid in advance and that, in addition to being in breach of your contractual obligations, your campaign or service may be paused or terminated if timely payment is not received.
A. Term. The Agreement shall commence upon execution of an Order Form and, unless otherwise provided in the Product Terms, shall continue until all Marketing Services under Order Forms have been completed or canceled in accordance with the terms of this Agreement.
(i) Unless otherwise provided in the Product Terms, you may cancel any Marketing Service at any time and for any reason by notifying LocalClicks Pro via email at firstname.lastname@example.org, and unless you pay the Cancellation Fee (as described below), such cancellation will be effective as of the later of
(a) completion of the initial Term as set forth on the Order Form (the “Initial Term”) or
(b) completion of one full Month after submission of the Cancellation Notice. For example, if you give the Cancellation Notice while you are in the middle of 2nd month of the 3-month term, the termination will be effective after completion (and payment) through and including the 3rd month.
(ii) LocalClicks Pro may terminate at any time for any reason on written notice to you (which may be provided by email).
C. Cancellation Fee. If you wish to cancel any Marketing Service immediately (without having to complete the Initial Term (as set forth on the Order Form) or the one Cycle notice period (as set forth above), you may do so, but you will have to pay a cancellation fee equal one full month for such canceled product or services.
D. LocalClicks Pro may, consistent with established payment practices, charge the Client Card or shall be permitted to cause payment to be made through ACH for the Cancellation Fee or LocalClicks Pro may invoice you for the Cancellation Fee, which invoice must be paid within seven (7) business days after the invoice date. No cancellation of an Order Form under this section shall take effect until the Cancellation Fee has been paid, meaning that LocalClicks Pro may continue the campaign, and you shall continue to be obligated to pay for the campaign in accordance with the terms of this Agreement. You acknowledge that the Cancellation Fee is not a penalty, but rather is a reasonable amount of liquidated damages to compensate LocalClicks Pro for your early cancellation of Marketing Services.
E. Cancellation Revocation. You may, on written notice to LocalClicks Pro (email is acceptable) revoke such termination within 30 days after you have provided LocalClicks Pro with the Cancellation Notice, in which case the Order Form will be reinstated and all applicable campaigns, if they had been stopped, will be re-initiated upon payment in full of all amounts owed. If the Cancellation Fee has already been paid, it shall be applied to the amount owing on the Order Form.
F. Termination for Cause. Either you or LocalClicks Pro may terminate the Agreement (which will terminate all current Order Forms) on 30 days prior written notice (the “Notice Period”) if the other party is in material breach of its obligations hereunder and such breach has not been materially cured by the conclusion of the Notice Period. For the avoidance of doubt, LocalClicks Pro makes no guarantees with respect to the performance of any campaign or any other service and therefore such performance shall not be a basis for termination pursuant to this Section.
G. No Refunds. You understand and agree that you will not be entitled to any refunds of amounts already paid to LocalClicks Pro, unless you properly terminate under Section 4(c) or LocalClicks Pro terminates under Section 4(b)(ii), in which case you shall only be entitled to a refund for the unspent balance of the then applicable Payment (as defined in the applicable Product Terms) or equivalent, which shall be your sole remedy.
H. Collection of Amounts Owed. Any amounts not paid by you when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). You agree to pay all costs of collection (including attorneys’ fees and costs and all other legal and collection expenses) incurred by LocalClicks Pro in connection with its enforcement of its rights under the Agreement.
Effect of Termination; Survival. You understand and acknowledge that due to the nature of the Internet, certain information regarding you that was posted on the Internet as part of the Marketing Services may continue to be available on the Internet following termination of Marketing Services and/or the Agreement. All provisions of the Agreement that by their sense or nature should survive termination of the Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall survive. Without limiting the generality of the foregoing, in the event of any termination, you shall remain liable for any amounts due to LocalClicks Pro as of the effective date of termination.
Hold Harmless. Developer hereby indemnifies and holds the Customer harmless from and against all claims, suits, threats, demands, liabilities, settlements, negotiation costs and expenses, other costs, and attorney fees relative to any third party’s claim that the Web Site or any of the Web Site content provided by Developer, infringes upon or interferes with any proprietary right of such third party, including but not limited to copyrights, trademarks, trade secrets, privacy rights, moral rights, patents, publicity rights, or any other right that may now or at any time in the future exist under any federal or state law.
Dispute Resolution. Except as specifically provided in this Agreement, the parties agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement, with a total claimed value in excess of the Small Claims jurisdictional limits of the Superior Court of the State of California shall be submitted to binding arbitration to be venued in San Luis Obispo, CA in accordance with the rules of the American Arbitration Association (the “Rules”). The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The parties shall each bear their own attorney fees with respect to such Arbitration but shall share equally the other costs and expenses of arbitration.
In interpreting the terms of this Agreement, the parties agree that the laws of the State of California shall be applicable. All suits permitted to be brought in any court shall be venued in San Luis Obispo County, State of California.
This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This Agreement may be changed, modified or amended only in a written agreement that is duly executed by authorized representatives of the parties. If any provisions hereof are deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability of effectiveness of the remainder of the Agreement shall not be affected and this Agreement shall be enforceable without reference to the unenforceable provision. No party’s waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.
LocalClicks Pro Website Terms
IMPORTANT: THESE ARE THE PRODUCT TERMS (THESE “LocalClicks Pro’s Website TERMS”) About LocalClicks Pro, LLC. (“LocalClicks Pro” OR “WE”) WEBSITES, THESE PRODUCT TERMS ARE REFERRED TO IN THE LOCALCLICKS PRO ONLINE MARKETING SERVICES TERMS AND CONDITIONS (THE “MARKETING SERVICES TERMS”) AND ARE INCORPORATED THEREIN.
PLEASE READ THIS CAREFULLY. YOUR EXECUTION OR APPROVAL OF AN ORDER FORM FOR MARKETING SERVICES WHICH INCLUDES LOCALCLICKS PRO CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE WEBSITE TERMS.
IN THE EVENT OF A CONFLICT BETWEEN THESE WEBSITE TERMS AND THE MARKETING TERMS AND/OR ORDER FORM, THESE WEBSITE TERMS SHALL CONTROL.
WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE PRODUCT TERMS AT ANY TIME. WE SHALL PROVIDE NOTIFICATION OF CHANGES IN THESE TERMS BY UPDATING THE LAST MODIFIED DATE SET FORTH ABOVE. ALL SUCH CHANGES SHALL BE BINDING UPON YOU ONCE POSTED, UNLESS SUCH CHANGES, ARE MATERIAL IN WHICH CASE SUCH CHANGES SHALL NOT TAKE EFFECT UNTIL THE NEXT TIME YOU SIGN AN ORDER FORM WHICH INCLUDES WEBSITE TERMS.
Terms not defined herein shall have the meaning outlined in the Marketing Services Terms.
- The website is a semi-custom design. You will be able to choose from a range of designs for your website, which will include:
- a website using responsive design to automatically optimize your site for mobile devices
- 5, 10 or 15 pages, as needed, and/or more pages per request of approved budget
- Original, web-optimized copy, as needed
- licensed graphic content, as needed
- 1 hour per month of website services such as website information updates, posting new Client Content or even switching to a different website theme to refresh your website’s look and feel (if you request services beyond your included monthly service time, you will be quoted an additional fee at our then prevailing hourly rate of $65.00)
- website hosting
- URL renewal (annual)
- access to LocalClicks Pro’s website content management system, which allows you to upload content and make certain adjustments and revisions to your website
Website Set-Up: Set-Up. Immediately upon sign-up for website design, we will begin writing custom content for your website based on your business, products/services and goals for the website (the “Custom Content”), and designing your website based on the theme, you select. We will schedule a consultation with one of our service professionals to take place within one to two weeks to review the completed website. We will also send you multiple communications regarding the creation and set-up of your website, including a link to your completed website for review, and we ask that you provide any feedback or revisions within the requested timeframes. However, if you are unable to review the materials or the completed website within the requested timeframes, we will launch your website so you can enjoy its benefits immediately, and any revisions can be made later after your review.
Registration Information: During the set-up process, you will provide LocalClicks Pro with the various information required to create your website. You acknowledge and agree to provide true, accurate, current, and complete information about your business and agree to promptly update the information if any of it changes. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if LocalClicks Pro has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, LocalClicks Pro may suspend your website and/or LocalClicks Pro may terminate its obligations hereunder.
Domains: If requested, LocalClicks Pro will provide an internet domain name for your website, subject to availability. If your website uses a domain you provide, you will be solely responsible for maintaining your internet domain name, including all renewals and paying all applicable registration and maintenance fees. Also, you represent and warrant that you own all rights to such domain name or, alternatively, that you have the right to use the domain name in connection with your website.
LocalClicks Pro Intellectual Properties and Third-Party Directories: LocalClicks Pro may create and post online, in the LocalClicks Pro Intellectual Properties or the directories of third parties, profile page(s) for you, which may include the following information: your name, phone number, email address, physical address, photos, videos, and information regarding your products or services and your business (the “Local Profile”). You acknowledge that because of the nature of the Internet, your Local Profile may remain on the LocalClicks Pro Intellectual Properties or third-party sites even after LocalClicks Pro is no longer providing Marketing Services to you.
LocalClicks Pro Attribution: LocalClicks Pro may include its name and/or logo, along with a hyperlink to a LocalClicks Pro website, on one or more of your website pages.
SEO: SEO is an optional service designed to increase your organic search visibility, brand footprint and reputation, leading to increased customer leads and targeted conversions. SEO comes in several packages:
- Ongoing new content in the forms of blog posts, infographics and social media posts
- Incorporation of social media and local elements into your website
- Creation and/or optimization of local business and social media pages and profiles
- Ongoing monitoring and notifications of new engagement (i.e. reviews) and in some cases publication and syndication of positive information intended to promote the business/brand.
LocalClicks Pro cannot and does not guarantee specific placement for any specific keywords or key phrases, nor the effect of the SEO services on search engine placement.
SEO Content. You will have the opportunity to review new website content before it goes live, but if you do not provide feedback within the requested timeframe, we will publish the website content as described by the email delivering it to you. Other new content such as blog posts, infographics, and social media posts will be prepared and published by our Content Guidelines, and you hereby approve LocalClicks Pro to disseminate such content, unless otherwise directed by you in writing.
Third-Party Sites. As a purchaser of SEO, you will be asked to authorize LocalClicks Pro to submit and manage Client Content (described below) as well as promote your Client Content on or through third-party websites and services, such as search sites, social networks, and messaging services, such as Facebook, Twitter, and others (“Third-Party Sites”). If you have, for instance, a Yelp listing, you will be asked to authorize LocalClicks Pro to access and manage that listing (so that LocalClicks Pro may validate, enhance and monitor the listing) or if you do not have a Google+ Local listing, you will be asked to authorize LocalClicks Pro to create one for you.
- Management. By authorizing LocalClicks Pro to establish relationships on your behalf with Third-Party Sites, you agree to be bound by the terms and conditions applicable to such Third-Party Sites.
- Promotion. LocalClicks Pro may use your social media accounts on your behalf to reach out directly to other social media page owners in order to promote the Client Content. Examples of such promotion include, without limitation: likes, +1s, shares, retweets, favorites, follows, subscribes, direct messages, comments, or posting status, links or photos.
- Removal. Because of the interconnected nature of Third-Party Sites with other Web sites and services, Client Content posted to Third-Party Sites may be difficult to remove. For example, Client Content that is removed from a Third-Party Site may persist on other websites (including end-user webpages) or may be cached in search engine indexes. Accordingly, although LocalClicks Pro will use commercially reasonable efforts to remove Client Content from Third-Party Sites when directed by you to do so through the SEO services, LocalClicks Pro cannot guarantee that Client Content will be completely removed from the Third-Party Sites or other websites or services.
- Description of Fees. You agree to pay the following, in the amounts set forth on the Order Form:
- All payments are due monthly consists of 30 days, your initial fee will begin upon LocalClicks Pro’s acceptance of your Order Form and/or prior to your website going live.
- Set-Up Fees refers to one-time fees for the set-up of LocalClicks Pro’s websites that require the migration of a significant amount of content. Any applicable LocalClicks Pro Set-Up Fees will be set forth on your Order Form, which will also indicate the maximum number of website pages included.
- Other Fees refers to any other fees for additional services that you request, such as for providing additional content or providing an SSL certificate.
- Timing of Payment. Prior to your initial set-up consultation, you will pay the First Months Payment for the initial month, and any Set-Up Fee or Other Fees, if applicable. Unless stated within our agreement. You understand and acknowledge that all amounts owed must be paid in advance of each month and that, in addition to being in breach of your contractual obligations, your LocalClicks Pro Website may become inaccessible if timely payment is not made.
- Manner of Payment. LocalClicks Pro Payments may only be paid by credit card.
Term/Termination. Your LocalClicks Pro subscription will begin upon LocalClicks Pro’s acceptance of your Order Form and payment of your first monthly Payment and shall continue until canceled in accordance with the Marketing Service Terms. SEO subscriptions are for a month-to-month and automatically bill unless canceled in accordance with the Marketing Service Terms. Notwithstanding the foregoing, if you subscribe to SEO and cancel your website subscription prior to completion of your SEO campaign, your SEO campaign shall be considered canceled and Cancellation Fees may apply.
- you will not trade, rent or sell users’ personal information;
- you will not share users’ personal information with third-parties for marketing and promotional purposes;
- you will allow users to opt-out of receiving marketing and promotional communications from you by email, phone and/or automated unsubscribe technology;
- upon request, you will provide users information regarding what data you have about them, change/correct data about them, and/or delete data about them;
- you will not knowingly collect or use any personal information from children under the age of 13; and
- you will take reasonable physical, electronic and procedural safeguards to protect users’ personal information.
Access to Information. You understand and acknowledge that LocalClicks Pro may, for purposes of quality assurance and campaign assessment, access the information that you store in, and messages that you send using, website. It is your obligation to advise LocalClicks Pro if you want such access to be limited and to determine whether your use of a website is in compliance with any privacy practices to which your business may be subject (such as the Health Insurance Portability and Accountability Act and other similar laws).
Disclosure of Information. In addition, you understand and acknowledge that we may disclose such of your information, including your contact and account information, to courts, law enforcement authorities and/or other relevant third parties, when such disclosure is necessary or advisable, at our sole discretion, to conduct an investigation, respond to a third party or law enforcement subpoena or court order, bring legal action or pursue other relief when you or a third party are or may be: (i) violating our terms and conditions of use; (ii) causing injury or other harm to, or otherwise violating our property or other legal rights, or those of other users or third parties; or (iii) violating federal, state, local, or other applicable law.
Legal Requirements. You acknowledge and agree that you are solely responsible for providing any disclaimers, notices or other content that you may be required to include on your website due to legal, licensing or other requirements specific to your profession, business, location or any other requirements. Similarly, if you are prohibited from making certain statements on your website due to legal, licensing or other requirements, it is your sole responsibility to inform LocalClicks Pro of such limitations and confirm your website is compliance in connection with each required approval. For example, if you are a lawyer and your provincial bar rules require you to include certain disclaimers on advertising materials, it is your responsibility to provide such disclaimers.
Licenses: LocalClicks Pro License. Subject to this Agreement, LocalClicks Pro hereby grants you a limited, revocable, non-transferable and non-exclusive license to your website. This license does not permit you, and you agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the LocalClicks Pro Materials (as defined below), or otherwise distribute in any way the LocalClicks Pro Materials other than as specifically permitted in these Product Terms. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the LocalClicks Pro Materials, create derivative works based on or in any manner commercially exploit the LocalClicks Pro Materials, in whole or in part, other than as expressly permitted in these Product Terms. Upon the cancellation of your website service, LocalClicks Pro shall immediately make your website inaccessible (subject to the transition assistance described below) and you will no longer have any rights to your website or the LocalClicks Pro Materials (defined below), except that you will have a perpetual non-exclusive license to use and publicly display the Custom Content in conjunction with advertising and promotional projects, entertainment applications, or prints, posters or other promotional purposes, but not for resale, license or other distribution. LocalClicks Pro reserves all rights not expressly granted in this Agreement.
Platform License. Upon execution of an Order Form and for so long as an Order Form is in effect that includes your website and your account is in good standing, you will be granted a revocable, non-transferable, non-sublicensable, non-exclusive, limited license to access LocalClicks Pro’s website content management system that allows you to upload content and make limited adjustments and revisions to your website. Without limiting any other disclaimers contained in the Agreement, LocalClicks Pro will in no way be responsible for any errors, defects or downtime caused by your use of the content management system. Your access shall be password protected and you agree that you may not share your password with third parties or otherwise provide access to the content management system to third parties. If the security of your username(s) or password(s) is compromised in any way, or if you or one of your agents suspects that it may be, you shall immediately contact LocalClicks Pro. LocalClicks Pro is not responsible for any loss or damage suffered by the compromise of any password. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in the content management system, software, data, applications, methods of doing business or any elements thereof, or any content provided therein (including any templates provided). You may only access the content management system via a Web browser, a mobile application or in a manner otherwise approved by LocalClicks Pro. You will not attempt in any way to reverse engineer, alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the content management system. LocalClicks Pro may terminate the foregoing license, at any time and for any reason.
LocalClicks Pro Materials:
- Ownership. Other than any Client Content (as described below), (i) all material and services comprising website or SEO, including, but not limited to, the design of and “look and feel,” layout, email templates, photographs, graphics, images, text, audio, video, messages, interactive and instant messaging, design and functions, software, software documentation, files, documents, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “LocalClicks Pro Materials”), and (ii) all of LocalClicks Pro’s trademarks, logos, and brand elements (“LocalClicks Pro Marks”), are owned by LocalClicks Pro or other parties that have licensed their material or provided services to LocalClicks Pro, and are protected by copyright, trademark, trade secret and other intellectual property laws. You will not (and will not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in any LocalClicks Pro Materials or LocalClicks Pro Marks.
- Infringing Content. LocalClicks Pro will promptly notify you if the use of any LocalClicks Pro Materials infringes or could infringe the intellectual property rights of any third party. In such event, LocalClicks Pro will remove such LocalClicks Pro Materials from your website and will use commercially reasonable efforts to provide replacement content. You agree not to use any such LocalClicks Pro Materials after notice of such infringement or potential infringement.
Your Content and Data.
- As between you and LocalClicks Pro, you own all of the content, including any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information, that you provide to LocalClicks Pro for inclusion in your website or that you directly (or indirectly via website visitors) add, post or share via your website (referred to as “Client Content”). You hereby grant LocalClicks Pro and its affiliates a perpetual, irrevocable, license to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit your Client Content in connection with your LocalClicks Pro website. LocalClicks Pro may use your Client Content to the extent it is (or has been) accessible on your website to advertise and promote your website, and may list and otherwise refer to you and your business as users of the LocalClicks Pro service. LocalClicks Pro’s license to your Client Content is non-exclusive, meaning you may use your Client Content for your own purposes or let others use your Client Content for their purposes. LocalClicks Pro’s license to your Client Content is fully-paid and royalty free, meaning LocalClicks Pro does not owe you or any third party anything else in connection with LocalClicks Pro’s use of the Client Content. LocalClicks Pro may exercise its rights anywhere in the world.
- You are legally responsible for your Client Content and LocalClicks Pro is in no way responsible for it. You represent and warrant that:
- you own all rights to Client Content or, alternatively, you have the unrestricted right to give LocalClicks Pro the rights described above, including the right to display the Client Content on your website;
- you have paid and will pay in full any fees or other payments that may be related to the use of the Client Content; and
- the Client Content does not infringe the intellectual property rights, privacy rights, publicity rights, moral rights or other legal rights of any third party.
- LocalClicks Pro may, but has no obligation to, monitor the Client Content or Customer Data on your website or stored in the website content management system. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect LocalClicks Pro or its customers, or operate the Marketing Services properly. LocalClicks Pro, in its sole discretion, may refuse to post, remove, or require you to remove, any Client Content or Customer Data, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. LocalClicks Pro may, in its discretion, also require you to place all or any portion of the Client Content behind password protection. If LocalClicks Pro has requested Client Content be placed or has placed Client Content behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password. If LocalClicks Pro requests that you place any Client Content behind password protection and you fail to do so promptly, LocalClicks Pro may place such Client Content behind password protection itself, or immediately terminate this Agreement.
Third-Party Sites. Depending on the services you purchase and your individual circumstances, you may give LocalClicks Pro access, including by providing login and password information, to certain third-party accounts and services such as Google+, directories, and Google Analytics, to allow LocalClicks Pro to use and or modify those sites on your behalf. When you give LocalClicks Pro access to a third-party site, or request that LocalClicks Pro establishes an account with a third-party site, you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give LocalClicks Pro such access, login information, and passwords. In addition, you are authorizing LocalClicks Pro to use the functionality of such third-party site on your behalf, in any manner LocalClicks Pro sees fit. LocalClicks Pro will take actions such as registering you with such third-party site and managing and accessing your account and information (including listing and profile information) on such third-party site. Because of the interconnected nature of the internet, your information posted to third-party sites may be difficult to remove. For example, even if your information is removed from or updated on a third-party site, it may persist on other websites (including other web sites) or may be cached in search engine indexes.
Transition Assistance. Unless your website service is terminated because of your breach of this Agreement, upon termination of your website and/or SEO service and for a period of 30 days thereafter (the “Transition Period”), LocalClicks Pro will use commercially reasonable efforts to provide you transition assistance, including:
- transferring ownership of any domain that LocalClicks Pro may have obtained on your behalf;
- working with you to enable you to have continued access to your presence on third-party sites (for example, by providing you with instructions on how to transfer the accounts; provided, LocalClicks Pro will not provide or transfer to you any LocalClicks Pro-hosted e-mail addresses or passwords);
- providing a disk or other method to transfer you the Custom Content; and
- providing such other assistance as LocalClicks Pro may choose to provide in LocalClicks Pro’s sole discretion.
After the Transition Period, LocalClicks Pro will have no further obligation to provide you assistance and LocalClicks Pro shall have the right, but not the obligation, to delete all of your Client Content. You acknowledge and agree, however, that LocalClicks Pro is under no obligation to remove any content that has been disseminated to third-party sites.
Communications. In purchasing website and/or SEO, you agree to receive communications from time to time from LocalClicks Pro via email or text message. You may stop receiving these alerts by notifying LocalClicks Pro at Sales@LocalClicksPro.com. You acknowledge and agree that we may send a response email to confirm your change in settings.
Comments and Feedback. Any questions, comments, suggestions, ideas, feedback, or other information provided by you to LocalClicks Pro are not confidential and you hereby grant LocalClicks Pro, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such information as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.
Indemnification. In addition to the indemnification obligations set forth in the Marketing Services Terms, you agree to indemnify, defend, and hold harmless LocalClicks Pro and its third-party affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys’ fees and expenses), arising from or relating to: (i) any Client Content; (ii) the Custom Content (except relating to copyright infringement), provided that it has been approved by you; and (iii) violation of the terms and conditions of any third-party site by you or anyone using your account.
Disclaimers. IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE MARKETING SERVICES TERMS, LOCALCLICKS PRO (I) MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO YOU BY OR ON BEHALF OF LOCALCLICKS PRO (INCLUDING ANY REPORTING, ANALYTICS AND SIMILAR INFORMATION) OR ANY CONTENT AVAILABLE ON OR THROUGH YOUR REACHSITE (INCLUDING ANY CONTENT SUBMITTED BY AN END-USER); AND (II) CANNOT AND DOES NOT GUARANTEE SPECIFIC PLACEMENT FOR ANY SPECIFIC KEYWORDS OR KEY PHRASES, NOR THE EFFECT OF THE SEO SERVICES ON SEARCH ENGINE PLACEMENT GENERALLY.