BAZOOGLE, LLC TERMS AND CONDITIONS
A. BAZOOGLE GENERAL TERMS OF SERVICE. Thank you for selecting the Services offered by SEOrankmaker.com a BaZoogle LLC property, or its Affiliates (referred to as "BaZoogle," "we," "our," or "us") on this website. Please review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and BaZoogle (seorankmaker.com). By checking the box “I agree to the Terms and Conditions,” indicating acceptance electronically, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Services.
1.1 This Agreement describes the terms governing your use of the BaZoogle online services provided to you, including, without limitation, setup services, training, hosting, background technology, website content management system, mobile application development and/or services, Facebook application development and/or services, updates and new releases, (collectively, the "Services"). It includes by reference:
• Additional Terms and Conditions for the Services that you have selected, including from third parties.
• Any terms provided separately to you for the Services, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, if applicable, for the Services.
1.2 An "Affiliate" means all BaZoogle, LLC past, present and future direct and indirect parents, subsidiaries, affiliates, divisions, predecessors, successors, and assigns, and their past, present and future members, officers, directors, shareholders, representatives, employees, agents and attorneys, in their official and individual capacities, and all other related individuals and entities, jointly and individually.
2. YOUR RIGHTS TO USE THE SERVICES AND RESTRICTIONS
2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services, and BaZoogle reserves all rights of ownership in the Services not granted to you in writing here. As long as you meet any applicable payment obligations and comply with this Agreement, BaZoogle grants to you a personal, limited, nonexclusive, nontransferable right to use the Services that is valid only for the period of use provided in the ordering and activation terms, and only for the purposes described by BaZoogle on the website for the Services.
2.2 You agree not to use the Services in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by BaZoogle in writing, you agree you will not:
• Provide access to or give any part of the Services to any third party;
• Interfere with or disrupt BaZoogle LLC's site, services, computer systems, servers or networks, or violate the regulations or policies of such networks;
• Reproduce, duplicate, copy, deconstruct, reverse-engineer, sell, trade or resell the Services;
• Attempt to access any other BaZoogle systems that are not part of these Services;
• Excessively overload the BaZoogle systems used to provide the Services;
• Attempt to gain unauthorized access to BaZoogle, LLC's sites or services, others' accounts, private web sites, or computer systems or networks connected to BaZoogle, LLC's sites, through password mining or otherwise;
• Engage in any systematic extraction of data or data fields, including without limitation e-mail addresses;
• Frame the site in any way or otherwise attempt to defeat, modify or bypass any pages or functionality of the site;
• Collect information about others without their consent;
• Provide false information on your registration form, impersonate any person or the voice of any person, or otherwise attempt to mislead others about your identity or affiliation with a person or entity or the origin of a message or other communication;
• Transmit junk mail, spam, chain letters, or other unsolicited bulk e-mail or duplicative messages;
• Copy audio content without the permission of all parties to the conversation;
• Sell access to or use of any services available on BaZoogle, LLC's sites. Interfere with anyone's use or enjoyment of BaZoogle, LLC site;
• Harm minors in any way;
• Fail to respond to customer, copyright or trademark holders' questions within 3 business days;
• Promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons and creating "Crush" sites; or
• Use your home page (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond our site.
If you violate any of these terms, this Agreement and your right to use the Services may be terminated by BaZoogle in its sole discretion.
3. PAYMENT. For Services offered on a payment or subscription basis, the following terms apply, unless BaZoogle notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
a. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
b. You must pay with one of the following:
1. A valid credit card acceptable to BaZoogle;
2. A valid debit card acceptable to BaZoogle;
3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
4. By another payment option BaZoogle provides to you in writing.
c. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
d. BaZoogle will automatically renew your monthly or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement.
e. Additional cancellation or renewal terms may be provided to you on the website for the Services.
5.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Services. You grant BaZoogle a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services. You agree not use the Services for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. You agree that you will not use the Services to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. BaZoogle is not responsible for the Content or data you submit on the website.
You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
a. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing , offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
b. Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);
c. Except as otherwise permitted by BaZoogle in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
d. Virus, trojan horse, worm or other disruptive or harmful software or data; and
e. Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.
5.2 Community forums. The Services may or may not include a community forum to exchange information with other users of the Services and the public. Please use respect when you interact with other users. BaZoogle does not support and is not responsible for the accuracy of others’ content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which BaZoogle is not responsible.
5.3 BaZoogle may freely use feedback you provide. You agree that BaZoogle may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant BaZoogle a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to BaZoogle in any way.
5.4 BaZoogle may monitor your content from time to time. BaZoogle may, but has no obligation to, monitor content on the Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect BaZoogle or its customers, or operate the Services properly. BaZoogle, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
6. USE LIMITATIONS.
6.1 You agree not to sell, distribute, disseminate or link to any sites for marketing, sales, distribution of: firearms, explosives, ammunition, tobacco (including e-cigarettes), alcohol products as well as any products or services that (i) you cannot legally sell, (ii) are misrepresented, and/or (iii) if sold using the website building Services, could cause BaZoogle or its affiliates to violate any law, statute or regulation. Additionally, BaZoogle may require you to place all or any portion of the Content behind password protection if BaZoogle determines that such Content is inappropriate for the community at large but does not otherwise violate the terms of this Agreement. If BaZoogle has requested you to place Content behind password protection or if you independently determine that the Content appropriately belongs behind password protection, you may not publish the password in such a way that negates the limited-access nature of the password protected site. If BaZoogle requests you to place any Content behind password protection and you fail to do so promptly, BaZoogle reserves the right to (a) place such Content behind password protection itself, or (b) terminate this Agreement.
6.2 You hereby acknowledge that BaZoogle may, from time to time, establish general practices and limits concerning the use of the Services, including without limitation, (a) the maximum number of days that email messages, guest book entries, discussion board postings or other content posted on your website will be retained by BaZoogle, (b) maximum limits on bandwidth usage that will be allotted to you (currently 25 GB per month), © maximum limits on storage space (currently 5 GB), (d) the maximum number of websites per member account, (e) maximum number of photographs or other data according to the type of member account, (f) maximum limits on the number of pages within each member website, and (g) maximum time limitations for the retention of Content following an account cancellation. BaZoogle further reserves the right to delete at any time without prior notice duplicate images uploaded for printing. Any of the foregoing limits will be consistent with the Services (including any upgrades) for which you have registered. You agree that BaZoogle has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Services. You further acknowledge and agree that BaZoogle reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
7. CANCELLATION. You may cancel your account or any part of the Services at any time. BaZoogle will not refund any pre-paid fees upon such termination or cancellation. To cancel your subscription, you must send an email to [email protected] BaZoogle reserves the right to collect fees, surcharges or costs incurred before you cancel your account in addition to any applicable cancellation fee(s).
You must provide us with the following information in order for us to process the cancellation:
a. The exact name of the Services that you would like to cancel
b. Your username and personal identification number (PIN)
c. Your email address
d. Your billing information, including the credit card number that was used when purchasing the Services
e. Reason for canceling the Services
If you have subscribed to one of our Services via PayPal, you may also cancel your subscription via your PayPal account.
Upon termination of your account for any reason, BaZoogle reserves the right to (a) collect all charges, fees, commitments and obligations incurred or accrued by you; (b) delete any of your Content, listings, messages or other information in connection with your Account; (c) prohibit your access to your Account, including without limitation by deactivating your password; and (d) refuse your future access to the Service. In no event shall BaZoogle be required to refund, redeem, or pay amounts to you upon termination of Service or return any of your Content.
8. REDIRECTING CURRENT DOMAIN. If you are moving an exiting domain from another webhost, to BaZoogle, you are responsible for changing the DNS settings with your domain registrar to those specified by BaZoogle. BaZoogle will assist in this process, if you provide BaZoogle with the information and authority necessary to make such changes.
9. DESIGN SERVICES. If you are using BaZoogle’s website design services to create a new website or modify an existing website, the following terms apply to you.
9.1 Delivery Responsibilities of the Client. Within 14 days from the date of execution of this Agreement, you will deliver to BaZoogle all content to be included in the Website, including but not limited to textual materials, logos, photographs, sound files, databases, video files and other content ("Website Content") required to be included in the Website. All such Website Content shall be delivered to BaZoogle by email or on a flash drive. Logo files shall be in .jpg or .gif format (.gif preferred), photographs shall be in .jpg format, written text shall be in .txt, .doc or .wpd format, video files shall be in .swf, .avi or.mpeg format, and sound files shall be in mp3 file format. Logos and images should be a minimum of 600x600 pixels for the best image quality. Smaller images can be used, but enlargement may not be possible without loss of image quality. Client is solely responsible for the Website Content, including grammar, accuracy and image quality. Client agrees that the Website Content shall not violate the content restrictions described herein.
9.2 Website Mock-Up and Revisions. The process for the creation of visuals, such as graphics and page designs, consists of BaZoogle providing drafts and asking for feedback from you; the feedback is then used to produce another draft. There will be up to 3 rounds of this process.
9.3 Estimated Completion Date. BaZoogle will use its reasonable efforts to complete the website within 14 days after receipt of all Website Content from you. However, you acknowledge and agree that any changes or deviations in the specifications, site plan, mockups, graphics, or any other element of the Website, and your delays in fulfilling your responsibilities, include delivering Website Content and promptly reviewing and commenting on completed work will lead to delays in the completion schedule.
9.4 Delivery of Final Website. BaZoogle will notify you by email when the Website is complete.
9.5 Acceptance Period. You shall have a period of fourteen (14) days following delivery of the final Website during which you may engage in testing of the Website. You shall notify BaZoogle no later than the 14th day following delivery of any items contained in the Website that do not conform to specifications. In the event that you do not so notify BaZoogle within the 14 day period, you shall be deemed to have accepted the Website in all respects.
9.6 Maintenance Grace Period. This agreement includes minor web page maintenance to web pages over a one-month period, including updating links, making minor text changes and correction of any items raised by you that do not conform to specifications.
9.7 Copyrights and Trademarks. You represent to BaZoogle and unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to BaZoogle for inclusion in webpages are owned by you, or that you have permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend BaZoogle and its Affiliates from any claim or suit arising from the use of such elements furnished by you.
9.8 Laws Affecting Electronic Commerce. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. You agree that you are solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend BaZoogle and its Affiliates from any claim, suit, penalty, tax, or tariff arising from the your exercise of Internet electronic commerce.
9.9 Copyright to Webpages. Copyright to the finished assembled work of webpages produced by BaZoogle is owned by BaZoogle, unless otherwise agreed in writing. Upon full payment of the design fee, you are assigned non-exclusive rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to you, and remain the property of their respective owners. BaZoogle and its Affiliates retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
10. SEARCH ENGINE OPTIMIZATION (SEO) SERVICES
10.1 If you select a Search Engine Optimization ("SEO") Service, (other than “BaZoogle Buzz”) BaZoogle will provide you with SEO Services as further described herein. You understand and agree that BaZoogle will provide the SEO Services solely in accordance with the information provided by you in communications sent by You via email, online communication via the BaZoogle site, and/or subsequent telephone interviews with authorized BaZoogle representatives.
10.2 By proceeding with SEO, you grant BaZoogle permission to perform the actions specified in this Agreement on your site, and on your behalf, including submission of your site, and authored articles, to external sites and directories.
10.3 While BaZoogle will consult with you on Keyword selection, BaZoogle reserves the right to select the final Keywords chosen for optimization based on its expertise and generally accepted industry practices. If you do not agree with the selected Keywords you may terminate the SEO service in accordance with the terms of this Agreement.
10.4 Through the Search Engine Optimization service, we try to improve search engine ranking on Google (U.S. version only) for selected keywords. We do not control search engines in terms of how they rank sites or how fast a site is indexed. BaZoogle does not guarantee the amount of traffic, rankings, or other increases in status online, or the length of time any improvements may take. These metrics are determined by factors that are out of our control. In addition, improvements to your website’s search engine ranking or other increases in status online could be lost at any time due to changes in the way a search engine ranks sites.
10.5 SEO services may include the following activities:
a. Analysis of current Google ranking
b. Adjustment of Keywords and related content to maintain/improve rankings
c. Editing of site content to further refine focus on Keyword related content
d. Additional site/link submissions to external sites relevant to your business or area of expertise
e. Addition of reciprocal links to your site in specific cases where external sites are relevant to your business.
10.6 BaZoogle may perform some or all of the services referenced above with the objective of improved search engine ranking, however BaZoogle does not guarantee any specific improvements or search optimization.
10.7 Your Responsibilities:
10.7.1 YOU ARE RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR WEBSITE; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING, PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS, AND ELECTRONIC PAYMENT PROCESSING. BAZOOGLE, ITS AFFILIATES, AND ITS SUPPLIERS WILL NOT BE HELD RESPONSIBLE FOR INACCURATE, INCOMPLETE, OR INAPPROPRIATE INFORMATION ON YOUR WEBSITE AND ANY RELATED POTENTIAL DAMAGES.
10.7.2 You understand that BaZoogle design team may not maintain copies of files or documents that are sent by you and that You are solely responsible for maintaining copies of this data.
10.7.3 You understand and agree that BaZoogle's performance under this Agreement is dependent upon the timely and satisfactory performance of Your responsibilities, including:
i. Required third party account creation and submission of credentials to BaZoogle representatives
ii. Updates to your site per specific instructions from BaZoogle
iii. Submission of information about your business to BaZoogle as requested
iv. Specific actions to be taken on third-party sites at the request of BaZoogle
10.7.4 In the event that BaZoogle is unable or delayed in performing its responsibilities as a result of Your delays or failures, BaZoogle may take specific actions including project cancellation, automatically approving the Keywords in BaZoogle’s sole discretion, building out a site with modified content without Your approval, and assessing charges related to missed appointments or other unmet responsibilities.
10.7.5 BaZoogle may provide the opportunity for you to review the selected Keyword(s), edits made to your web site content, and any article copy that may be included in your SEO package. If your feedback is not received within three (3) business days after BaZoogle provides you with materials for your review, BaZoogle will assume approval and proceed with the SEO project. BaZoogle reserves the right to specify final Keywords for optimization, and your sole remedy in the event of a dispute will be to cancel the project pursuant to this Agreement.
10.7.6 All content and article feedback is limited to errors and omissions notices only.
10.7.7 You will have the ability to modify your site content after project completion.
10.7.8 You permit BaZoogle to act on your behalf in submitting your site to major search engines and associated articles to online directories and forums, and use a dedicated email address on your account for the purpose of directory/site confirmations sent by third party sites, all at BaZoogle’s sole discretion.
10.7.9 You acknowledge and agree that changes to your site content may affect and limit improvements and optimization by the SEO service.
11. COPYRIGHT AND TRADEMARK NOTICES. All materials of the Service and the Software (as well as the organization and layout of the Service are owned and copyrighted or licensed by BaZoogle, its affiliates or its suppliers. All rights reserved. No reproduction, distribution, or transmission of the copyrighted materials of the Service, which includes the BaZoogle (and any successor Web sites or additional Web sites or any co-branded Web sites), and/or the Software, is permitted without the written permission of BaZoogle. Any rights not expressly granted herein are reserved.
12. ADDITIONAL TERMS YOU AGREE TO
12.1 BaZoogle does not give professional advice. BaZoogle is not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
12.2 BaZoogle services. You may be offered other services, features, products, applications, online communities, or promotions provided by BaZoogle ("BaZoogle Services"). If you decide to use any of these BaZoogle Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some BaZoogle Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You grant BaZoogle permission to use information about your business and experience to help us to provide the BaZoogle Services to you, including updating and maintaining your data, addressing errors or service interruptions, and enhancing the types of data and services BaZoogle may provide to you in the future. You grant BaZoogle permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. We may use this data to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new BaZoogle offerings to you and others. You also grant BaZoogle permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
12.5 You will track your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Services. If you become aware of any unauthorized access to your Services account, theft or loss of your password, you agree to contact BaZoogle as soon as possible. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services. You will be fully responsible for maintaining the confidentiality of your passwords, and you will notify BaZoogle, LLC immediately if you believe that the security of your account has been compromised. BAZOOGLE, LLC DOES NOT REPRESENT OR IN ANY WAY WARRANT THAT ACCOUNT INFORMATION WILL REMAIN SECURE AND BAZOOGLE, LLC SHALL NOT BE LIABLE FOR LOSSES OR DAMAGES RESULTING FROM ANY SECURITY BREACHES.
12.6. Footer. You understand that the phrase "Powered by BaZoogle" or some form of a BaZoogle, LLC services reference, with a link to our website, may be placed in the footer to each and every web page generated and transmitted by our system and/or displayed in any mobile phone or Facebook app provided by BaZoogle. (This can be removed at the client's request).
12.7 Internet Domain Names.
12.7.1 Independent Third Party Domain Name Vendors ("TPDNVs") who are ICANN accredited registrars, provide domain name registration services. You hereby authorize BaZoogle, if requested, to transfer in or acquire your selected domain name from TPDNVs. In order to receive a domain name, you must agree and remain agreeable through the use of the domain name, to the TPDNVs' terms of service which the TPDNVs may change at any time in their sole discretion. You understand that you are creating a separate contractual relationship between you and the TPDNVs, and that you, and not BaZoogle or its Affiliates, are responsible for all liability, and obligations in connection with that relationship.
12.7.2 If, after registering one or more domain names that are included with any BaZoogle Services, because of an incorrect registration of a domain name or otherwise, you choose to delete a previously registered domain name and subsequently register one or more additional different domain names, you will be charged the resulting domain name registration fees.
12.7.3 You will be listed as the registrant and administrative contact in connection with your domain name; however, BaZoogle or its Affiliates, may temporarily list itself as the registrant and administrative contact in the event that it changes to a different TPDNV until the TPDNV’s change is completed. You hereby authorize BaZoogle or its Affiliates, to list itself as the billing contact, technical contact and name servers in connection with your domain name and to take any actions BaZoogle deems appropriate in those capacities. However, upon termination of the Service, BaZoogle and its Affiliates, will immediately cease acting in those capacities including switching registrars. After such time, neither BaZoogle nor its Affiliates will be responsible to forward any notices, emails or other correspondence to you or to take any other actions in connection with your domain name. Additionally, in the event that your account is suspended by BaZoogle for lack of payment or any other reason, BaZoogle shall not renew any domain names that may become due for renewal during the suspension of the account. You will be solely responsible for all ongoing fees, as well as removing BaZoogle or its Affiliates as the billing, technical contact and name servers in connection with your domain name.
12.8 Other Third Party Vendors. The Services may include products or services, such as domain registration, hosting, plugins, mobile phone apps, Facebook apps, software or other tools, provided by an independent Third Party Vendor ("TPV"). We are not responsible for the actions or inaction of any TPV or the unavailability or malfunction of their network or services. BaZoogle it is not a party to, and shall not be involved in or responsible for, transactions, agreements, and/or disputes between you and any TPV ("TPV Dispute"). In the event of a TPV Dispute, you hereby release BaZoogle and its Affiliates from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any connected with such disputes.
12.9 No Guarantees. Some of the Services try to improve your website’s search engine ranking on Google (U.S. version only) for selected keywords. We do not control search engines in terms of how they rank sites or how fast a site is indexed. BaZoogle does not guarantee the amount of traffic, rankings, or other increases in status online, or the length of time any improvements may take. These metrics are determined by factors that are out of our control. In addition, improvements to your website’s search engine ranking or other increases in status online could be lost at any time due to changes in the way a search engine ranks sites.
12.10 Service Interruption. BaZoogle, LLC reserves the right to interrupt service periodically for maintenance and updates to our site.
12.11 External Links. BaZoogle, LLC's site may contain links to other sites. You agree that BaZoogle, LLC does not endorse any other sites and is not liable for any loss or damages related to the content, products or services available through those sites. Because BaZoogle, LLC has no control over such sites and resources, you acknowledge and agree that BaZoogle, LLC is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that BaZoogle, LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
13. DISCLAIMER OF WARRANTIES
13.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BAZOOGLE, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. BAZOOGLE AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
13.2 BAZOOGLE AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
14. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF BAZOOGLE, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, BAZOOGLE AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET BAZOOGLE SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF BAZOOGLE AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF BAZOOGLE, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold BaZoogle and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). BaZoogle reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by BaZoogle in the defense of any Claims.
15. CHANGES TO THIS AGREEMENT OR THE SERVICES. We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Services or when we notify you by other means. Please review the Agreement periodically on this website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Services, in whole or in part, including but not limited to, the Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Services after BaZoogle posts or otherwise notifies you of any changes, indicates your agreement to the changes.
16. TERMINATION. BaZoogle may immediately and without notice terminate this Agreement or suspend the Services provided to you, if you fail to comply with these terms or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect BaZoogle’s rights to any payments due to it. Other requirements regarding termination or cancellation of the Services may apply based on the specific ordering terms for the Services provided to you. Sections 1.2, 4, 11 through 21 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.
17. EXPORT RESTRICTIONS. You acknowledge that this website, the Services, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Services, or any part of the Services, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Services to anyone who you have reason to know may use the Services in the development of nuclear, chemical, or biological weapons.
18. GOVERNING LAW AND JURISDICTION. Wisconsin state law governs this Agreement without regard to its conflicts of laws provisions. Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the procedures specified in this section, which shall be the sole and exclusive procedures for the resolution of any such disputes. The parties acknowledge that they are waiving their right to a jury or court trial with regard to any dispute arising out of this Agreement.
a. Negotiation. The parties shall attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement by negotiation.
b. Mediation. If the dispute has not been resolved by negotiation, the parties will attempt to resolve the dispute through mediation in Wausau, Wisconsin, under the auspices of the American Arbitration Association, or with any mutually agreeable mediator. The mediation fee shall be borne equally by the parties.
c. Arbitration. Any dispute arising out of or relating to this Agreement (or the breach, termination or validity thereof) which has not been resolved by mediation shall be settled by binding arbitration in Wausau, Wisconsin, or any mutually agreeable location, in accordance with the then-current Rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. The costs of arbitration shall be subject to an order of the arbitrator(s). The prevailing party shall be entitled to an order awarding it all reasonable costs and attorneys' fees incurred by reason of the dispute, including the costs of any expert witnesses or consultants.
BaZoogle does not represent that information on the website for the Services is appropriate or available for use in all countries. BaZoogle prohibits accessing materials from countries or states where contents are illegal. You are accessing this website on your own initiative and you are responsible for compliance with all applicable laws.
19. LANGUAGE. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English.
20. GENERAL. This Agreement is the entire agreement between you and BaZoogle and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 15 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without the prior written approval of BaZoogle. However, BaZoogle may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by BaZoogle or © a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact BaZoogle via an email to: [email protected]
21. RELATIONSHIP TO CUSTOMER. BaZoogle, LLC and you shall perform all duties under this Agreement as independent contractors. Nothing in this Agreement shall be construed to give either party the power to direct or control the daily activities of the other party, or to constitute the parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking. The parties understand and agree that, except as specifically provided in this Agreement, neither party grants the other party the power or authority to make or give any agreement, statement, representation, warranty, or other commitment on behalf of the other party, or to enter into any contractor otherwise incur any liability or obligation, express or implied, on behalf of the other party, or to transfer, release, or waive any right, title, or interest of such other party.