Terms & Conditions

Please read these terms and conditions carefully. They govern the use of this website and the provision of seobizs.com services described on this page, acceptance of which constitutes a legally binding contract.

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INTERPRETATION AND DEFINITION

In this agreement the following terms shall have the respective meanings assigned to them: “Agreement” means these Terms and Conditions, Service descriptions, Terms of Use, Payment Terms, and the Project Brief and any agenda. In the event of any conflict between the terms of this Agreement for the provision of Services, the details of the Project Brief shall prevail, except for payment terms where the Payment Schedule shall prevail; “SEOBIZS” means SEOBIZS CORPORATION, provider of online marketing solutions; “Client” means the Company that enters into an agreement with SEOBIZS, its employees, agents, representatives, and sub-contractors, to whom the Service is provided as set out in the Project Brief; “You” means any visitor to the SEOBIZS site; “Site” means the SEOBIZS website at www.seobizs.com ; “Commencement Date” means the date of commencement of the Services as set out on the signed Project Brief; “Fees” means the amounts payable by the Client for the Services provided by SEOBIZS as detailed in the Project Brief; “Initial Term” unless otherwise stated in Project Brief means either 180 days from Commencement Date for SEO contracts and 90 days from the Commencement Date for Google AdWords™ or Social Media advertising. “Payment Terms” means the agreed schedule of payments that the customer shall make to SEOBIZS for the provision of services forming part of these Terms and Conditions; “Services” means the services that SEOBIZS currently offers, details of which are on the SEOBIZS website and the services to be provided by SEOBIZS to the Client as specified in the Project Brief.

GENERAL

This Agreement is by and between SEOBIZS, its Clients their heirs, assigns, agents and contractors, and Users of SEOBIZS website and is made effective as of the date of electronic execution. By accessing the SEOBIZS website, you acknowledge and agree that you have read, understood, acknowledged, and agreed to be bound by all the terms and conditions of this Agreement.

TERMS OF USE

1. LICENSE
1.1 By offering this site for use, SEOBIZS provides a worldwide, nonexclusive, nontransferable, revocable, limited license to access and make personal use of the information and services on this website, strictly subject to and in accordance with these Terms. SEOBIZS reserves the right to amend or terminate this license at any time and for any reason.

1.2 Failure to comply with these Terms may result in the automatic termination of this license, without prior notice. Except for the limited license set forth in these Terms, SEOBIZS does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary materials.

1.3 The SEOBIZS name and logos are registered trademarks and may not be used without our written consent. You agree that all the materials displayed on or available through this website, including without limitation any and all names, logos, data, information, graphics, or underlying software, displayed on or available from this website are protected by copyright, trademark, and other intellectual property laws and are available for your personal use only. In connection with viewing and using this website, you are permitted to temporarily download one copy of the materials posted on this website onto a single computer for your personal, non-commercial use only.

1.4 You must not copy, modify, alter, download, publish, broadcast, distribute, sell or transfer any such materials unless expressly provided for in these Terms or with our express written permission. All rights not expressly granted herein are reserved. Downloading any information, content, or images from this website does not transfer any right or ownership of such information, content, or images to you and such information, content or images may be used solely in accordance with these Terms. All copyright and other proprietary notices contained in downloadable materials must be retained.

2. LINKS TO OTHER WEBSITES
2.1 Links to other websites are provided for your convenience. SEOBIZS does not control these other websites and cannot be responsible for the content or accuracy of the information or other material on these websites. Unless expressly stated on this website, the provision of a link to an external website does not constitute an endorsement or approval of that website or any of the products or services on that website. You should seek independent expert advice if you have any concerns regarding what services, products, or solutions may be suitable for you. SEOBIZS will not be liable for any damages or injury arising from your access to such sites or content.

3. LIMITATIONS ON THE USE OF THE SITE
3.3 You agree to use the Site only for lawful purposes. You agree that you will not use any device, software, or other instrumentality to interfere or attempt to interfere with the proper working of our site and that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. In addition, you agree that you will not use any robot, spider, another automatic device, or manual process to monitor or copy our web pages or the content contained herein, without the prior express consent SEOBIZS.

TERMS OF SERVICE
SEOBIZS offers internet marketing services that include, but are not limited to: search engine optimization (hereinafter “SEO”), Google Adwords®, Facebook and other Social Media advertising, Link Building, and Web design/development.

1. QUOTE FOR PROVISION OF SERVICES
1.1 All quotes supplied by SEOBIZS are valid for 30 days from the date the quote is provided. SEOBIZS may amend this provision during promotional periods. Acceptance can be provided in writing, via electronic mail, in writing, or via fax.

2. COMMENCEMENT OF SERVICES
2.1 SEOBIZS will send the Client an email requesting additional information for the Project Brief. SEOBIZS will commence work within fourteen (14) days after the date of receipt of the information.

2.2 SEOBIZS will use its best endeavors to provide Service to Client within a reasonable timeframe. SEOBIZS is not liable for delays to the project or anticipated timeframes for delivery of service.

3. PAYMENT TERMS
3.1 Client agrees to pay for the Products and Services in full prior to work commencing on the Project Brief unless otherwise agreed at SEOBIZS discretion. Invoices are payable within five (5) business days from the date of the invoice.

3.2 Client may request a full refund within seven (7) days of remitting payment to SEOBIZS, prior to work commencing. The client acknowledges that no refunds are available once work has commenced on the Project Brief and additional requests for refunds will require Management review.

3.3 For SEO Contracts, a one-time setup fee will be assessed and payment is required prior to work commencing. Monthly maintenance fees are not included in the setup fee. The client will be billed for each month for the maintenance fee until the customer provides SEOBIZS with a written cancellation request.

3.4 If the Client provides SEOBIZS with their credit card information, you authorize SEOBIZS to automatically charge your credit or debit card for charges that apply to your account. Recurring charges will be posted to your credit card until such time that you cancel your account in accordance with SEOBIZS’s cancellation policy.

3.5 Client may elect to have invoices paid by direct debit. By completing a direct debit request, the Client authorizes SEOBIZS to arrange for account funds to be debited to your account.

3.6 All payments to SEOBIZS. will be made in USD (USD Dollar).

4. LATE OR NON-PAYMENT
4.1 If payment has been declined or has not been made, the Client’s account will be suspended and a reactivation fee of $50 will apply.

4.2 For returned cheques due to insufficient funds, SEOBIZS reserves the right to request an alternate payment method.

4.3 If payment has not been received after 30 days, this will result in the termination of our services and any links and SEO work will be removed. Canceled accounts cannot be reactivated and any account history or information will not be retrievable. No refund will be given thereafter.

3. CLIENT OBLIGATIONS
5.1 Client will provide SEOBIZS with reasonable direct and remote access to its website, and shall provide such other reasonable assistance as SEOBIZS may request, including, but not limited to, providing source code and other statistical, diagnostic information, and other relevant information required to enable SEOBIZS to comply with its obligations under this Agreement.

5.2 SEOBIZS shall provide the Services during the continuance of this Agreement SEOBIZS will use reasonable efforts to provide Client with the Services in accordance with the estimated timeline set out in the Project Brief.

5.3 Where the Service being provided requires, SEOBIZS will liaise with the relevant web agency, hosting company, or another third party in order to provide the Services. SEOBIZS shall not be liable for any act or omission by the relevant web agency, hosting company, or another third party, if such act or omission results in SEOBIZS breaching its obligations under this Agreement.

5.4 SEOBIZS will not make changes to or update a Customer’s website prior to written or verbal consent from the Customer, stating that SEOBIZS has the right to make the agreed changes and the Customer, as the website owner, agrees to and takes full responsibility for those changes being made.

6. IMPLEMENTATION OF SEO SERVICE
6.1 SEOBIZS guarantees that the Client’s website will appear on the first page of designated Search Engines within an agreed period of time of the Commencement Date. If SEOBIZS is unable to achieve this ranking within that time period, SEOBIZS agrees to provide further optimization services until such time when the Client’s website is listed on the first page.

6.1.1 Client acknowledges that SEOBIZS may, as part of the client’s SEO campaign, add links and content to the client’s website. If the client chooses to reject these additions, their First Page Guarantee may be rendered void, at the discretion of SEOBIZS.

6.2 Client acknowledges that the guarantee applies only to selected keywords chosen by the Client. SEOBIZS will advise Client to which keywords guarantee applies.

6.3 Client acknowledges that Search Engine Optimization (“SEO”) is governed by many factors which are outside the direct control of SEOBIZS. Search Engines are third-party systems with unknown variables, algorithms, and indexing decisions that can change at any time and without notice over which we have no control. SEOBIZS will use best efforts, techniques, and accepted standards to improve the Client’s Search Engine Ranking but cannot guarantee of #1 ranking of the Client’s website on any major Search Engine using the Client’s desired keywords. The client further acknowledges that the website’s ranking with a particular Search Term will rely on both the relevancy of that term on your pages and the popularity of that term on other websites.

6.4 Client further acknowledges and understands that a website’s rankings may go backward. The client agrees if this were to happen, no liability will be on SEOBIZS, and no refunds or discounts given.

6.5 SEOBIZS is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.

6.6 SEOBIZS is not responsible for the Client overwriting SEOBIZS work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content.

6.7 SEOBIZS follows a strictly ethical SEO policy and will not be responsible for any bans or search engine suspension for the following:

duplicate sites, duplicate content or pages, redirects, or doorway pages.
link farms or any spanning techniques which may harm the website’s ranking with Google.
Increased traffic or sales
hidden links
automated website submission software or websites
6.8 Client acknowledges that SEOBIZS will add an “SEO Services” by “SEOBIZS” link to the footer section of each website they work on. This is SEOBIZS branding and to remove it will cost $250.

7. IMPLEMENTATION OF GOOGLE ADWORDS®
7.1 SEOBIZS shall provide the Client a management service of a Google AdWords® account in accordance with the terms set out in the Project Brief.

7.2 Client expressly permits SEOBIZS to create a Google AdWords™ account on their behalf. Client acknowledges that Google AdWords™ are subject to Google’s Terms and Conditions. The client’s account will be deemed active once Google™ approves it for online advertising. SEOBIZS is not liable if the Client’s account is rejected.

7.3 SEOBIZS acknowledges that the Client owns the Google AdWords™ Account developed by SEOBIZS. Upon expiration of the term of this agreement, the Client may retain the account and all its configuration.

7.4 SEOBIZS will send a draft to the Client once work is complete. The client agrees to review and approve said draft within fourteen (14) business days. Smart SEO is not liable for errors or omissions once the ads are deployed.

8. FACEBOOK AND SOCIAL MEDIA ADVERTISING
8.1 SEOBIZS agrees to promote the Client’s company on Facebook® and/or Social Media sites including but not limited to Twitter™, YouTube™, Digg™, and LinkedIn™ through targeted advertising campaigns per the agreed specifications set out in the Project Brief.

8.2 Client agrees to provide SEOBIZS with information (ad banners and website links) within ten working days after the Commencement Date and further agrees that they will comply with any technical specifications provided to the customer by SEOBIZS. Drafts will be sent to the Client for approval before being submitted to the relevant site.

8.3 Client agrees that any images to be used in advertisements will be supplied to SEOBIZS. The client acknowledges that if images are not provided, additional design fees may be payable. SEOBIZS will include these additional fees on the invoice.

8.3 Client acknowledges that Facebook and other social media sites reserve the right to refuse adverts at any time for any reason, whether or not the same has already been acknowledged and/or previously published, including but not limited to for reasons relating to the contents of the advertisement or any technology associated with the advertisement. SEOBIZS will make every effort to create a substitute advertisement. If the advertisement is rejected due to content, SEOBIZS shall require the Client to supply a new copy acceptable to the aforementioned sites. SEOBIZS cannot be held liable for the rejection of ads by third-party websites. Client acknowledges that if an advertisement previously accepted and displayed on a social media site is then subsequently removed by said site, prior to the end of the agreed period, SEOBIZS is not liable for this decision and no refund will be payable.

9. LINK BUILDING
9.1If requested SEOBIZS shall provide the link-building services as specified on the SEOBIZS website and to the agreed specifications on the Project Brief.

9.2 The number of links stated in the Project Brief is the number of links that SEOBIZS will provide on the link-building report. The number is correct at the point at which the report is generated and quality controlled, whereupon it will be emailed to the Client.

9.3 SEOBIZS offers no guarantee for the length of time each link will remain live after the point at which it has been confirmed and reported on the Customer link report.

9.4 Client acknowledges that SEOBIZS is not liable for the content of those sites. Use of any such linked website is at the Client’s own risk.

9.5 The inclusion of any link does not imply endorsement by SEOBIZS of the site.

9.6 Client acknowledges that linking to “bad neighborhoods” or receiving links from “link farms” can seriously damage all SEO efforts. SEOBIZS does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.

10. COPYWRITING
10.1 SEOBIZS agrees to produce written material for inclusion on the Client’s website upon the request of the Client and per the agreed specifications in the Project Brief.

10.2 SEOBIZS agrees that it will be the sole author of the work, which will be original work by SEOBIZS copywriter, free of plagiarism. SEOBIZS agrees to use reasonable care to ensure that all facts and statements in the work are true and that the work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity, or any other right of a third party

10.3 Client may provide an additional copy to SEOBIZS. Client accepts full responsibility for all detail contained in the copy provided to SEOBIZS and agrees to use reasonable care to ensure that all facts and statements in the work are true and that the work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party.

10.4 SEOBIZS acknowledges that Client has the right to edit the work in a time frame agreed upon in advance as it deems appropriate for publication and that SEOBIZS will cooperate with Client in editing and otherwise reviewing the work prior to publication.

10.5 Client agrees that they are responsible for reviewing the final draft for accuracy to include spelling and grammatical errors, statements, and assertions. SEOBIZS is not liable for errors discovered after publication.

11. WEB DESIGN AND DEVELOPMENT
11.1 SEOBIZS agrees to design and develop a website at the Client’s request and will deliver the work to the agreed specifications in the Project Brief.

11.2 Client is solely responsible for preparing and posting detailed descriptions of each of its Project Briefs, including providing samples illustrating Client’s creative brief (“samples”), site structure, number of pages required, the applicable deadline, and other relevant terms and conditions. Client agrees to provide information to SEOBIZS within 30 days of signing the agreed Project Brief.

11.3 Client agrees to supply SEOBIZS with adequate photography or imagery to use in the design, or SEO may recommend a stock photography bundle to suit the project. The client acknowledges that an additional fee may be assessed for any stock photography we acquire.

11.4 Client agrees that if it fails to deliver information or content to SEOBIZS to enable development work to commence within thirty (30) days, SEOBIZS may at its discretion consider the project canceled. The client also agrees that no refund would be payable under this circumstance and will not hold SEOBIZS liable for subsequent breach of this Agreement.

11.4 SEOBIZS will send the Client a “Web Draft” once work is completed. The client agrees to review and test the website for grammatical, spelling, graphical errors, and coding bugs. Client hereby agrees that it is their sole responsibility to notify SEOBIZS of any such errors during the revision cycle and before the final files have been generated. The client agrees to provide feedback and revisions to SEOBIZS within fourteen (14) working days after receipt of the draft.

11.6 Client is responsible for acquiring and purchasing a domain name. SEOBIZS may at its discretion advise the Client on suitable names.

11.7 Client hereby acknowledges that SEOBIZS is not responsible for any errors, grammatical or otherwise found in the submitted material Client provides towards the development of the website.

11.10 SEOBIZS agrees to resolve any errors or implement revisions requested by the Client. The client agrees that a maximum of three revisions are available.

11.11 Client acknowledges that any change requests after final approval has been given to SEOBIZS or after the website is live in Production, SEOBIZS reserves the right to require the Client to sign a new contract and pay any subsequent fees. SEOBIZS will not commence work on subsequent change requests until full payment has been received.

11.12 Client acknowledges that SEOBIZS will add a “Web Design” by “SEOBIZS” link to the footer section of each website they work on. This is SEOBIZS branding and to remove it will cost $250.

12. HOSTING
12.1 Client’s website should be hosted on a reliable server, based in the country of Search Engine interest, with constant availability, for optimum results.

12.2 SEOBIZS may recommend changing the Client’s host or server, in order to protect the interests of your website’s ranking within the Search Engines. SEOBIZS offers no guarantees to interruption of hosting services and cannot accept liability for losses caused by the unavailability, malfunction, or interruption of this service.

12.3. Client may elect to host their website with SEOBIZS for an additional annual fee. Client agrees to pay the annual hosting charge in advance of the commencement of hosting services

12.4 Client acknowledges that SEOBIZS may from time to time be required to perform maintenance, upgrades, or replacements to servers. SEOBIZS reserves the right to suspend access to such server during the required time to do the maintenance, upgrade or exchange the server. In this event, SEOBIZS will notify the Client via e-mail at least 24 hours before the due date and time for maintenance.

INTELLECTUAL PROPERTY AND COPYRIGHT
13.1 The technology and content provided on the SEOBIZS Site unless specified otherwise are owned by or licensed to SEOBIZS. Content includes but is not limited to text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code, and software.

13.2 SEOBIZS and its licensors retain all proprietary rights to that content and technology and by continuing to use this website, Client acknowledges said content and technology are protected by Australian and international intellectual property laws.

13.4 For all content, imagery, or photography provided to SEOBIZS in the provision of services, Client hereby warrants:

i) they own the intellectual property rights in that content;

ii) that content does not infringe the intellectual property rights of a third party;

iii) that content is not fraudulent, stolen, or otherwise unlawful;

iv) that content does not violate any applicable law, statute, ordinance, or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, or criminal law);

v) that content is not defamatory, unlawfully threatening, or unlawfully harassing; and

vi) that content does not contain viruses or other computer codes, files, or programs that are designed to limit or destroy the functionality of other computer software or hardware.

13.4 SEOBIZS reserves the right to refuse any content it considers to be in contravention of any of the above statements.

14. STOCK IMAGERY/PHOTOGRAPHY
14.1 Client acknowledges that copyright to any stock imagery or photography used on Client’s websites is retained by the owner.

14.2 Client acknowledges that such images can therefore not be used or re-used for any other purpose and can only be used as they were placed onto your website by SEOBIZS. Any editing of the dimensions in which they appear may contravene their usage rights.

15. TRUTH IN ADVERTISING
15.1 Client hereby warrants that there is nothing in any advertisement or other material provided to SEOBIZS, or in any material to which the advertisement or other material links or refers, that violates any personal or proprietary right of any third party, constitutes false advertising, is harmful, or violates any law or governmental regulation.

15.2 Client agrees to indemnify and hold harmless SEOBIZS, its employees, directors, heirs, and assigns against all liability, loss, damage, and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material

16. ASSIGNMENT OF INTELLECTUAL PROPERTY TO CLIENT
16.1 All copyright and other intellectual property rights in any work created, commissioned, or otherwise acquired by SEOBIZS during the implementation of any contract between SEOBIZS and Client shall remain with SEOBIZS until full payment has been received.

16.2 Upon full payment, SEOBIZS hereby agrees to transfer to the Client all rights title, and interest in the copyright and other intellectual property rights in all artwork, manuals, information, material reports, source code, and other output which is produced, extended or modified during the production of the work outlined.

17. TERM OF AGREEMENT AND CANCELLATION
17.1 The Initial Term for the Agreement for Services shall continue as follows unless otherwise mutually agreed upon in writing:

– 180 days for search engine optimization contracts

– 90 days for Google AdWords™ and Social media advertising contracts

17.2 Following the Initial Term, this Agreement shall renew at the end of each 30-day period for a successive 30-day term unless either party provides a minimum of 7 days’ written notice of its intention not to renew or if both parties agree to enter a new contract term for a determined time period.

17.3 Cancellations become effective on the day processed by SEOBIZS. The client will be notified of the cancellation via email.

17.4 If the Client cancels before the end of the initial contract term a $50 penalty will be assessed.

DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
18.1 SEOBIZS warrants that the services provided will at the time of delivery correspond to the specifications provided in the agreed upon Project Brief.

18.2 Client acknowledges that SEOBIZS does not warrant or make any representations concerning the accuracy of design, content, features, features, functions, and performance of any web pages created by SEOBIZS or any advertisement placed on social media websites or otherwise, nor does it warrant or make any representations concerning the accuracy, likely results, or reliability of any optimization services it provides.

18.3 Client hereby agrees that the responsibility to check the performance, accuracy, and quality of any web pages created by SEOBIZS rests solely with them.

18.4 Client hereby agrees that SEOBIZS is not liable for any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third-party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism, and war or any act or omission of any third party services.

18.5 Client agrees SEOBIZS is not liable for the absence of services as a result of illness or holiday.

18.6. The content on this Site is for general information only and use and is not intended to address your particular requirements. In particular, the content does not constitute any form of advice, recommendation or arrangement by SEOBIZS and is not intended to be relied upon by users in making (or refraining from making) any specific investment or other decisions. Appropriate independent advice should be obtained before making any such decision. Any arrangements made between Client and any third party named on this Site is at Client’s sole risk and responsibility.

18.7 USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITATION, SEOBIZS MAKES NO WARRANTY OR GUARANTEE THAT THIS WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL SEOBIZS OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, ACCOUNT PROVIDERS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “SEOBIZS”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF SMART SEO SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, SEOBIZS IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF SEOBIZS TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

21.1 TERMINATION
21.1 Client acknowledges and agrees that SEOBIZS, at its sole discretion, may suspend access to this website, suspend services or terminate this Agreement if the Client:

i. fails to pay any sum due under this Agreement and such sum remains unpaid for 5 days after written notice from SEOBIZS that such sum has not been paid;
ii. ceases to carry on business or become insolvent, or have an administrator or receiver appointed or enter into liquidation or enter into any agreement with its creditors; or
iii. fails to fulfill any of its obligations under any part of this or any other agreement that it has with SEOBIZS; or
iv. interferes with or impairs the Service, or SEOBIZS’s ability to deliver the Services.
vi. behaves in a manner found to be unlawful, inconsistent with, or in violation of, the letter or spirit of the terms of this Agreement.

22. CONFIDENTIALITY
22.1 Save as provided in this Agreement each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives that are of a confidential nature and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging its obligations under the Agreement and shall ensure that such employees are subject to corresponding obligations of confidentiality.

23. INDEMNIFICATION
23.1 Client agrees to indemnify and hold harmless SEOBIZS, its employees, directors, heirs, and assigns against all liability, loss, damage, and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material.

24. SEVERABILITY
24.1 If any provision of these Terms is held to be unenforceable, or invalid, for any reason, then that provision is deemed to be modified to the extent required to remedy the unenforceability or invalidity or if it is not possible to remedy the unenforceability or invalidity, that provision is to be severed from these Terms and these Terms will otherwise remain in full force.

25. JURISDICTION
25.1 This Contract shall be governed by the laws of East 43rd Street, New York, NY-USA. The parties submit all disputes arising between them to the courts in East 43rd Street, New York, NY-USA, and any court competent to hear appeals from those courts of the first instance.

26. ENTIRE CONTRACT
26.1 These Terms are the entire agreement between the parties regarding the use of this Website and the purchase of any services and supersede all previous negotiations, commitments, and agreements about the website and the services.