Terms & Conditions

SERVICE AGREEMENT

At SEO Pros our goal is to provide world-class digital marketing, advertising, and technology to attract, nurture, and convert new customers to your business. Through various methods, we work to build, restore, and improve the online presence for businesses that work with us in various capacities. This Agreement (“Agreement”) is entered into by and between SEO Pros, LLC. (“SEO Pros”) with a place of business in Salt Lake City, Utah.

TERMS OF SERVICE

SEO Pros may update, alter, change our terms of service (ToS) or terms of use (ToU) at any time, for any reason, with or without notice.

REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE CLIENT.
Client represents, warrants, and covenants to SEO Pros, with the understanding SEO Pros is relying upon such representations, warranties, and covenants that (i) the links designated herein by Client contain content that is damaging and/or harmful to Client or Client’s Reputation; (ii) Client has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (iii) the execution and delivery of this Agreement and the performance by Client of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Client; (iv) upon execution and delivery of this Agreement by Client, this Agreement will constitute the valid and binding obligation of Client; (v) all information supplied by Client or its agents to SEO Pros or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (vi) Client will comply with all city, state and federal laws; and (vii) Client will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Client that is not explicitly designated in this Agreement.

NON-DISCLOSURE AGREEMENT.

As a result of this service, the Client may become aware of proprietary information, techniques, trade secrets, or other intellectual property used by SEO Pros in furtherance of its performance under this Agreement. The client is prohibited from using any such information gained from SEO Pros as the direct or indirect result of this Agreement, including but not limited to SEO Pros’s suppression techniques, content generation or optimization techniques, contact list, pricing, pricing structure, or other confidential, proprietary commercial information for Client’s benefit or to the commercial disadvantage of SEO Pros.

CONFIDENTIALITY

Each Party will exercise due diligence to maintain all information obtained as a result of this Agreement or any relationship between the parties, including but not limited to proprietary information, techniques, trade secrets, intellectual property, employee personal information, and communications between SEO Pros and Client in confidence and hereby agrees to use any such information solely in connection with the performance under this Agreement. “Due diligence” shall mean at least the same precautions and standard of care that a reasonable person in such business would use to safeguard proprietary information of its own and its other clients. This clause is not intended to prevent the Client from disclosing their level of satisfaction with the services provided by SEO Pros or the results thereof.

EARLY CONTRACT TERMINATION

You are entering into a time-specific contractual agreement with SEO Pros. Both parties are held to the terms laid out in this agreement. Should the Client or Site User request early termination of the contract, it must be with a 30-day written notice. SEO Pros may or may not honor the written termination notice, and it is up to the discretion of SEO Pros to terminate an early termination request. If SEO Pros agrees to release, Client/User will be released from the remaining contract value.

AUTO-RENEWAL

Your Subscription will automatically renew at the end of Your Subscription Term continuously and indefinitely for period equal to the Initial Term (each a “Renewal Term”) without action by You, and the Subscription membership fee will be charged to You at the time of renewal. By payment of Your initial membership fee, You are agreeing to pay a reoccurring subscription fee automatically (at the then-current rate in the SEO Pros Application) unless you cancel prior to the expiration of the current Initial Term or Renewal Term, as the case may be. Fees will be charged to Your original payment method automatically at the beginning of Your Subscription Term, and at the beginning of each Renewal Term thereafter on the calendar day corresponding to the commencement of Your current Subscription Term, unless You cancel Your Subscription in writing within 30 days prior to the end of your Initial Term.

PAUSING ACCOUNT SERVICES

You are entering into a time-specific contractual agreement with SEO Pros. Both parties are held to the terms laid out in this agreement. Should the Client or Site User request a Pause of the agreement/Contract/Service, it must be with a 30-day written notice. SEO Pros may or may not honor the written Pause of the agreement/Contract/Service notice, and it is up to the discretion of SEO Pros to Pause an account/Service/User/Site Access. If SEO Pros agrees to Pause, the Client/User will pay 50% of the monthly fee. Accounts may not be held on Pause status for more than three (3) months. Whereafter three (3) months, the account will be Unpaused, and the normal billing cycle will continue to be enforced. An account may only be paused once in a twelve (12) month period.

TERMINATION OF USE

SEO Pros may, in its sole discretion, at any time discontinue providing or limit access to LocationSync.com, any areas of the LocationSync.com, or Content provided on or through the Site. You agree that SEO Pros may, in its sole discretion, at any time, terminate or limit your access to or use of LocationSync or any content. SEO Pros may terminate or restrict your access to or use of LocationSync if SEO Pros determines, in its sole discretion, that you have infringed the copyrights of a third party. You agree that SEO Pros shall not be liable to you or any third-party for any termination or limitation of your access to, or use of, LocationSync or any Content, including Content that you may have shared. SEO Pros reserves the right to terminate any instance or access to LocationSync for any reason we deem fit, with or without written or oral notice.

MARKETING AND CASE STUDIES

SEO Pros may, in its sole discretion, at any time use Customer’s information for public case studies as a marketing tool for SEO Pros and publish this information online or in print materials.

VIOLATION OF TERMS OF USE

In the case of a violation of these Terms of Use or a breach of any other law within the jurisdiction in which SEO Pros resides or operates, the following apply:

SEO Pros may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary for connection with any investigation or complaint regarding your use of the Site, or to identify, contact, or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) SEO Pros’ rights or property, or the rights or property of visitors to or users of the Site, including SEO Pros’ customers. SEO Pros reserves the right at all times to disclose any information that SEO Pros deems necessary to comply with any applicable law, regulation, legal process, or governmental request. SEO Pros also may disclose your information when we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that SEO Pros may preserve any transmittal or communication by you with SEO Pros through the Site or any service offered on or through the Site, and may also disclose such data, if required to do so by law or if SEO Pros determines that such preservation or disclosure is reasonably necessary either to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property, or personal safety of SEO Pros, its agents and employees, users of or visitors to the Site, and the public.

You agree that SEO Pros may, in its sole discretion and without prior notice, terminate your access to the Sites and/or block your future access to the Sites if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of any of our Sites. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice and will cause irreparable harm to SEO Pros, for which monetary damages would be inadequate. You consent to SEO Pros obtaining any injunctive or equitable relief that SEO Pros deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies SEO Pros may have at law or in equity.

If SEO Pros does take any legal action against you as a result of your violation of these Terms of Use, SEO Pros will be entitled to recover from you, and you agree to pay all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to SEO Pros. You agree that SEO Pros will not be liable to you or any third party for termination of your access to the Site due to any violation of these Terms of Use.

VALIDATING YOUR TRANSACTION(S)

After you place an order, SEO Pros will check the information you give us for validity by verifying your payment method or shipping address. We reserve the right to reject any order you place with us and/or limit quantities on any order without giving any reason. If we reject your order, we will attempt to notify you using the email address you have provided us with the order.

Content; Intellectual Property

Your rights of access and use of our Intellectual Property are restricted as follows:

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel,” and arrangement of such Content, contained on our Site are owned, controlled, or licensed by or to SEO Pros, and is protected by trade dress, other trademark law, copyright law, patent law, and various other intellectual property rights and unfair competition laws.
Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way (including “mirroring”) to any other computer, server, website, or another medium for publication or distribution or any commercial enterprise, without SEO Pros’ express prior written consent.

You may use the information on SEO Pros products and services (such as white papers, support articles, and similar materials) purposely made available by SEO Pros for downloading from the Site, provided that you: (1) not remove any proprietary notice language in all copies of such documents nor make modifications to any portion of the information; (2) use such information only for your personal, non-commercial informational purpose; (3) not copy or post such information on any networked computer or broadcast it in any media; and (4) not make any additional representations or warranties relating to such documents.

Website and App Uses and Restrictions

Your use of the Site is restricted, including, but not limited to, the following rules:

You may not use any deep-link, page-scrape, robot, spider, crawl, index, internet agent, or other automatic devices, program, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site. SEO Pros reserves the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or any SEO Pros server; or to any of the services offered on or through the Site, by hacking, password “mining,” or any other illegitimate means.

You may not probe, scan, or test the Site’s vulnerability or any network connected to the Site, nor breach the security or authentication measures of the Site or any network connected to the Site. You may not reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Site, or any other customer of SEO Pros, including any SEO Pros account not owned by you, to discover its source or to exploit the Site or any services or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or SEO Pros’s systems or networks or any systems or networks connected to the Site or SEO Pros.

You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted within the Site or with any other person’s use of the Site.

You may not forge headers or otherwise manipulate identifiers to disguise the origin of any message or transmittal you send to SEO Pros on or through the Site or any Service offered on or through our Sites. You may not pretend that you are, or represent, someone else, nor may you impersonate any other individual or entity.

You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use or to solicit the performance of any illegal activity or other activity which infringes the rights of SEO Pros or others.

You further agree that:

You are at least 18 years of age;
You have read and agree to the Terms of Use and Privacy Policy and will comply with all obligations and restrictions;
You are able to, and authorized, to create a binding legal obligation;
Your agreement, acknowledgment, and acceptance for the purchase of, or agreement for, any product, services, terms, conditions, pricing, and/or restrictions may be evidenced by clicking “I Agree” or “Accept” or “Submit” or “Purchase” or “Complete” and you agree that such an action will be considered and treated the same as though you physically signed such purchase or other agreement pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. Secs 7001, et seq.,
You will use the website for your own use and will not provide either information about any other person or information that is inaccurate and/or incomplete, nor will you otherwise conduct fraudulent activities;
You will not tamper with the Site.

Links to Third-Party Websites or Services

This Site or other sites supporting our Services may contain links to other independent third-party websites, services, or software (“Linked Sites”). These Linked Sites are provided solely as a convenience to you. Such Linked Sites are not under SEO Pros control, and SEO Pros is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. If you use the Linked Sites, you will leave our Site and be subject to the terms of use and privacy policies applicable to those websites, services, and software. You will need to make your independent judgment regarding your interaction with these Linked Sites.

Website Transactions

Any product or service transactions available through the Site (“Transactions”) are subject to the SEO Pros Terms of Use, Privacy Policy, and all disclaimers and applicable terms and conditions that appear elsewhere on the SEO Pros site. The Transactions may include limitations on dates, times, services, or availability indicated in the details, specific terms, or related electronic communication you receive from SEO Pros. You agree that all Transactions are non-refundable, unassignable, non-transferable, and maybe further limited by the Transaction details. Subject to availability and in SEO Pros sole discretion, you may be able to pay for your product or service Transaction with major credit cards issued in the United States of America. Credit and debit cards will be charged when an order is placed, and the card is authorized. Client understands that if paying by ACH or electronic check, SEO Pros will submit electronic check via 3rd party processor. SEO Pros will rely solely on the information provided by Client to process check electronically. 3rd party processor will process the electronic check for all initial and recurring payments.

Disclaimer of Warranty

YOU EXPRESSLY AGREE THAT THE USE OF THESE SITES AND SERVICES IS AT YOUR SOLE RISK. NEITHER SEO PROS, NOR ITS SUBSIDIARIES OR AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THESE SITES, OR (II) THE ACCURACY, COMPLETENESS, RELIABILITY, OR CONTENT OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, DESCRIPTIONS), SERVICE, PRODUCT, OR TRANSACTION PROVIDED THROUGH THESE SITES. THE SITES AND ALL CONTENT AND OTHER INFORMATION CONTAINED WITHIN THE SITES, AND SOFTWARE, PRODUCTS, AND SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL INFORMATION PROVIDED WITHIN THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. SEO Pros CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITES WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.

SEO PROS HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITES OR THE CONTENT, STATEMENTS, OR OTHER INFORMATION CONTAINED WITHIN OR ON THE SITE, OR THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SEO PROS DISCLAIMS ANY, AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY SEO Pros SOFTWARE OR SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES.

UNLESS EXPRESSLY STATED OTHERWISE IN A SEPARATE AGREEMENT WITH SEO PROS, YOUR SOLE REMEDY AGAINST SEO PROS FOR DISSATISFACTION WITH THE SITES, SERVICES, OR ANY CONTENT IS TO STOP USING THE SITES OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability, or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, or theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence, or any other cause of action.
SEO Pros reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend, or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
Limitation of Liability

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL SEO PROS, ITS SUBSIDIARIES, AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, ITS CONTENT, STATEMENTS, AND OTHER INFORMATION CONTAINED THEREIN, OR THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE OR THESE TERMS OF USE, EVEN IF SEO PROS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS OF USE, SEO Pros IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE OR ANY CONTENT, SEO PROS’ LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNTS PAID FOR SUCH TRANSACTION, PRODUCT, OR SERVICE. TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (1) THE AMOUNTS PAID BY YOU DURING THE SIX MONTHS PRECEDING THE BRINGING OF ANY CLAIM, OR (2) 100.00 USD. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

Indemnity

You agree to indemnify and hold SEO Pros, including our officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, and affiliates, harmless from any demands, losses, liabilities, claims, or expenses (including attorneys’ fees), made against SEO Pros by any third party due to, arising out of, or in connection with your use of the Site.

Violation of These Terms of Use

In the case of a violation of these Terms of Use or a breach of any other law within the jurisdiction in which SEO Pros resides or operates, the following apply:

SEO Pros may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact, or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) SEO Pros’ rights or property, or the rights or property of visitors to or users of the Site, including SEO Pros’ customers. SEO Pros reserves the right at all times to disclose any information that SEO Pros deems necessary to comply with any applicable law, regulation, legal process, or governmental request. SEO Pros also may disclose your information when we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that SEO Pros may preserve any transmittal or communication by you with SEO Pros through the Site or any service offered on or through the Site, and may also disclose such data, if required to do so by law or if SEO Pros determines that such preservation or disclosure is reasonably necessary either to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property, or personal safety of SEO Pros, its agents and employees, users of or visitors to the Site, and the public.

You agree that SEO Pros may, in its sole discretion and without prior notice, terminate your access to the Sites and/or block your future access to the Sites if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of any of our Sites. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice and will cause irreparable harm to SEO Pros, for which monetary damages would be inadequate. You consent to SEO Pros obtaining any injunctive or equitable relief that SEO Pros deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies SEO Pros may have at law or in equity.

If SEO Pros does take any legal action against you as a result of your violation of these Terms of Use, SEO Pros will be entitled to recover from you, and you agree to pay all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to SEO Pros. You agree that SEO Pros will not be liable to you or any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

Void Where Prohibited

SEO Pros administers and operates the Site from its location in Utah, USA. Although the Site is generally accessible worldwide, not all features, products, or services discussed, referenced, provided, offered through or on the Site are available to all persons or in all geographic locations or appropriate or available for use outside the United States. SEO Pros reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on the Site is void where prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative, and you are solely responsible for complying with applicable local laws.