Terms

Web Site Terms

1. Terms

By accessing this web site, you are agreeing to be bound by these
web site Terms and Conditions of Use, all applicable laws and regulations,
and agree that you are responsible for compliance with any applicable local
laws. If you do not agree with any of these terms, you are prohibited from
using or accessing this site. The materials contained in this web site are
protected by applicable copyright and trade mark law.

2. Use License

  1. Permission is granted to temporarily download one copy of the materials
    (information or software) on Primate Masterminds, LLC’s web site for personal,
    non-commercial transitory viewing only. This is the grant of a license,
    not a transfer of title, and under this license you may not:

    1. modify or copy the materials;
    2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
    3. attempt to decompile or reverse engineer any software contained on Primate Masterminds, LLC’s web site;
    4. remove any copyright or other proprietary notations from the materials; or
    5. transfer the materials to another person or “mirror” the materials on any other server.
  2. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Primate Masterminds, LLC at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. Disclaimer

  1. The materials on Primate Masterminds, LLC’s web site are provided “as is”. Primate Masterminds, LLC makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Primate Masterminds, LLC does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.

4. Limitations

In no event shall Primate Masterminds, LLC or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Primate Masterminds, LLC’s Internet site, even if Primate Masterminds, LLC or a Primate Masterminds, LLC authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. Revisions and Errata

The materials appearing on Primate Masterminds, LLC’s web site could include technical, typographical, or photographic errors. Primate Masterminds, LLC does not warrant that any of the materials on its web site are accurate, complete, or current. Primate Masterminds, LLC may make changes to the materials contained on its web site at any time without notice. Primate Masterminds, LLC does not, however, make any commitment to update the materials.

6. Links

Primate Masterminds, LLC has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Primate Masterminds, LLC of the site. Use of any such linked web site is at the user’s own risk.

7. Site Terms of Use Modifications

Primate Masterminds, LLC may revise these terms of use for its web site at any time without notice. By using this web site you are agreeing to be bound by the then current version of these Terms and Conditions of Use.

8. Refunds

All services offered are done so with a no refunds policy. Actions taken for a client’s benefit are done so in good faith and said actions often take a tremendous account of time. While no results or outcome is guaranteed we pursue the client’s goals with actions based on the best available knowledge we have at any given time.

9. Governing Law

This Agreement shall be governed by the laws of the Commonwealth of Virginia, excluding conflicts of laws principle. The parties submit to the jurisdiction and venue of the City of Richmond, Virginia, with respect to any action arising, directly or indirectly, out of this Agreement or the performance or breach of this Agreement AND EACH PARTY AGREES NOT TO DISPUTE SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO.

10. Disputes

The parties stipulate that the stated venue is convenient. Primate Masterminds’ (Contractor) may recover all costs and expenses, including legal fees, court costs, collection fees or commissions, travel, and any other cost incurred by Contractor in enforcing this Agreement.

11. Jurisdiction and Venue

If any matter concerning this purchase shall be brought before a court of law, pre- or post-arbitration, Visitor agrees to that the sole and proper jurisdiction to be Richmond, The Commonwealth of Virginia. In the event that litigation is in a federal court, the proper court shall be the closest federal court to Richmond, Virginia.

General Terms and Conditions applicable to Use of a Web Site.

 

Website Hosting and Design and Promotion Terms of Service

This Terms Of Service Agreement (this “Agreement”) is between Primate Masterminds, LLC operating as localseo.org (“Primate Masterminds”) and the person (individual or legal person) who completes Primate Masterminds’ order  (the “Order”) incorporating this Agreement by reference (“Customer”).   This Agreement governs Customer’s use of Primate Masterminds’ Web hosting and design or promotion services.

Table of Contents
1.    Services
2.    Term
3.    Payments
4.    Law/AUP
5.    Customer Information
6.    Indemnification
7.    Disclaimer of Warranties
8.    Limitation of Damages
9.    Suspension of Services/Termination
10.    Request for Customer Information
11.    Back Up Copy
12.    Changes to Primate Masterminds’ Network
13.    Notices
14.     Force Majeure
15.    Governing Law/Disputes
16.    Miscellaneous

1.    Services.

Subject to the terms of this Agreement, and contingent on Customer’s satisfaction of Primate Masterminds’ approval requirements, Primate Masterminds agrees to provide the web hosting and/or design and/or promotion or consulting services described in the Order for the fees stated in the Order.

2.    Term.

The initial service term of the Agreement shall begin on the date that Primate Masterminds generates an e-mail message to Customer announcing successful initial payment (via PayPal receipt, Recurly Receipt) (the “Service Commencement Date”) and shall continue for the number of months stated in the Order (the “Initial Term”).  Upon expiration of the Initial Term, this Agreement shall automatically renew for unlimited successive renewal terms of the same length as the Initial Term (each a “Renewal Term”) unless Primate Masterminds or Customer provides the other with written notice of non-renewal at least thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term, as applicable.  The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the “Term.”

3.    Payments.

(a)    Fees.  Fees are payable in advance on the first day of each billing cycle.  Customer’s billing cycle shall be monthly or annually as indicated on the Order, beginning on the Service Commencement Date.  Primate Masterminds may require payment for the first billing cycle before beginning service.  If the Order provides for credit/debit card billing, Customer authorizes Primate Masterminds to bill subsequent fees to the credit/debit card on or after the first day of each successive billing cycle during the Term of this Agreement.

Payments must be made in United States dollars. Customer is responsible for providing Primate Masterminds with changes to billing information (such as credit card expiration, change in billing address)   At its option, Primate Masterminds may accrue charges to be made to a credit/debit card until such charges exceed $10.00.  Primate Masterminds may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law.  Primate Masterminds may suspend the service without notice if payment for the service is overdue.  Fees not disputed within sixty (60) days of due date are conclusively deemed accurate.  Customer agrees to pay Primate Masterminds’ reasonable reinstatement fee following a suspension of service for non-payment, and to pay Primate Masterminds’ reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs.

(b)    Fee Increases.    Primate Masterminds may increase its fees for services effective the first day of a Renewal Term by giving notice to Customer of the new fees at least forty five (45) days prior to the beginning of the Renewal Term, and if Customer does not give a notice of non-renewal as provided in Section 2 above, the Customer shall be deemed to have accepted the new fee for that Renewal Term and any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).

(c)    Taxes.  At Primate Masterminds’ request Customer shall remit to Primate Masterminds all sales, VAT or similar tax imposed on the provision of the services (but not in the nature of an income tax on Primate Masterminds), regardless of whether Primate Masterminds fails to collect the tax at the time the related services are provided.

(d)    Early Termination.  Customer acknowledges that Primate Masterminds may terminate this Agreement at any time if Customer violates this Agreement or the Acceptable Use Policy posted at http://localseo.org/acceptable-use-policy (the “AUP”), which is hereby incorporated by reference in this Agreement.  Customer acknowledges that the amount of the fee for the service is based on Customer’s agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable.  In the event Primate Masterminds terminates the Agreement for Customer’s breach of the Agreement in accordance with Section 9 (Termination), or Customer terminates the service other than in accordance with Section 9 (Termination) for Primate Masterminds’ breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement.

4.    Law/AUP.  Customer agrees to use the service in compliance with applicable law and the AUP.    Customer agrees that Primate Masterminds may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customer’s use of the Services.  Amendments to the AUP are effective on the earlier of Primate Masterminds’ notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment.  Customer agrees to cooperate with Primate Masterminds’ reasonable investigation of any suspected violation of the AUP.  In the event of a dispute between Primate Masterminds and Customer regarding the interpretation of the AUP, Primate Masterminds’ commercially reasonable interpretation of the AUP shall govern.

5.    Customer Information.  Customer represents and warrants to Primate Masterminds that the information he, she or it has provided and will provide to Primate Masterminds for purposes of establishing and maintaining the service is accurate.  If Customer is an individual, Customer represents and warrants to Primate Materminds that he or she is at least 18 years of age.  Primate Masterminds may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer’s account until Customer has provided a written notice changing the Primary Customer Contract.

6    Indemnification.  Customer agrees to defend, indemnify and hold harmless Primate Masterminds, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer’s services in violation of applicable law or the AUP  by Customer or any person using Customer’s log on information, regardless of whether such person has been authorized to use the services by Customer.

7.    Disclaimer of Warranties.  Primate Masterminds DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.   TO THE EXTENT PERMITTED BY APPLICABLE LAW Primate Masterminds DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS.

8.    Limitation of Damages.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF Primate Masterminds AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR ONE MONTH OF SERVICE.

CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR INTERACTIONS WITH END USERS OF CUSTOMER’S SITE OR SERVICE. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, CUSTOMER HEREBY RELEASES Primate Masterminds FROM ANY AND ALL CLAIMS OR LIABILITY RELATED TO ANY PRODUCT OR SERVICE OF AN END USER, ANY ACTION OR INACTION BY AND END USER, INCLUDING END USER’S FAILURE TO COMPLY WITH APPLICABLE LAW, AND ANY CONDUCT OR SPEECH, WHETHER ONLINE OR OFFLINE, OF ANY END USER.

9.    Suspension/Termination.

(a)    Suspension of Service.  Customer agrees that Primate Masterminds may suspend or terninate services to Customer without notice and without liability for any reason, including, but not limited to, if: (i) Primate Masterminds reasonably believes that the services are being used in violation of the AUP;  (ii)  Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) Primate Masterminds reasonably believes that the suspension of service is necessary to protect its network or its other customers, (iv) Non-Payment of fees; or (v) as requested by a law enforcement or regulatory agency.  Customer shall pay Primate Masterminds’ reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.

(b)    Termination.  Any violation of The Agreement will result in termination of the account. Primate Masterminds maintains the right to terminate accounts without prior notification.

(c)    Returns/Refunds.  Upon termination of The Agreement by either Customer or Primate Masterminds, Customer understands and agrees that no refunds shall be paid or owed for any reason.

10.    Requests for Customer Information.  Customer agrees that Primate Masterminds may, without notice to Customer, (i)  report to the appropriate authorities any conduct by Customer or any of Customer’s customers or end users that Primate Masterminds reasonably and in good faith believes violates applicable law, and (ii)  provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.

11.    Back Up Copy.  Customer agrees to maintain a current copy of all content hosted by Primate Masterminds.  Customer’s use of this service is at Customer’s sole risk. While Primate Masterminds does try to maintain backups of Customer’s files and/or data, we accept no responsibility should backups be unavailable for any reason including, but not limited to, hardware failure, data corruption, or negligence.

12.    Changes to Primate Masterminds’ Network.  Upgrades and other changes in Primate Masterminds’ network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer’s hosted content and/or applications.  Primate Masterminds reserves the right to change its network in its commercially reasonable discretion, and Primate Maseterminds shall not be liable for any resulting harm to Customer.

13.    Notices.  Notices to Primate Masterminds under the Agreement shall be given via electronic mail to the e-mail address posted for customer support on http://localseo.org/contact.  Notices to Customer shall be given via electronic mail to the individual listed as the Primary Customer Contact on the Order.  Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered.  Customer may change his, her or its notice address by a notice given in accordance with this Section.

14.    Force Majeure.  Primate Masterminds shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond Primate Masterminds’ control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.

15.    Governing Law/Disputes.  The Agreement shall be governed by the laws of the Commonwealth of Virginia, exclusive of its choice of law principles, and the laws of the United States of America, as applicable.  The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods.  The parties submit to the jurisdiction and venue of the City of Richmond, Virginia, with respect to any action arising, directly or indirectly, out of this Agreement or the performance or breach of this Agreement AND EACH PARTY AGREES NOT TO DISPUTE SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO.  In the event that litigation is in a federal court, the proper court shall be the closest federal court to Richmond, Virginia.

16.    Miscellaneous.      Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property.  Neither party may use the other party’s name or trade mark without the other party’s prior written consent.  The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee.  Neither party will represent itself to be agent of the other.  Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement.  A party’s waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not.    The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties.   The following provisions will survive expiration or termination of the Agreement:  Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement.  There are no third party beneficiaries to the Agreement.  Neither insurers nor the customers of resellers are third party beneficiaries to the Agreement.  Customer may not transfer the Agreement without Primate Masterminds’ prior written consent.  Primate Masterminds’ approval for assignment is contingent on the assignee meeting Primate Masterminds’ approval criteria.  Primate Masterminds may assign the Agreement in whole or in part.

This Agreement together with the Order, Web Site Terms, Privacy Policy and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supercedes and replace any prior understanding or communication, written or oral.

Terms Of Service are subject to change without any prior notification.

Anything not listed in the Terms of Service is open to interpretation and change by Primate Masterminds’ administrators without prior notice.

By placing an order or opening an account, the subscriber agrees to the above-stated terms.

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