This Terms of Service Agreement (the “Agreement”) is an agreement between you (the “User” and or “Client”) and Encoda Group™ Inc. (DBA “SetMySite.com,” “SetMySite™,” “Set My Site,”, “we”, or “us”). We provide Users with certain services (as defined below) to help maintain websites by providing general web design, website management and administration, website hosting services, communication tools, and online store (ecommerce) tools and services (collectively, the “Services”) directly and through the website and associated domains of https://setmysite.com (the “Site”). By using the Site in any way you are agreeing to comply with these terms, our Privacy Policy and any other legal notices or conditions or guidelines posted on the Site which we may update without notice and we encourage you to check out here at any time.

SEO Service Terms of Use

1. SetMySite will provide Client with Search Engine Optimization Services (hereinafter refer red to as “SEO”) as described in this contract. SetMySite will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client’s website.
2. All invoices must be paid in full within 7 days of billing.
3. SetMySite’s SEO services are intended to serve two main purposes: 1) to provide the Client with increased exposure in search engines, and 2) to drive targeted online traffic to the site.
4. SetMySite’s SEO Services may include (but are not limited to):
   • Researching keywords and phrases to select appropriate, relevant search terms.
   • Modifying keywords and phrases submitted by client or using variations thereof
   • Obtaining “backlinks” from other related websites and directories in order to generate link popularity and traffic.
   • Editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary.
   • Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.
   • Recommend, as required, additional web pages or content for the purpose of attempting to rank for various keyword/phrase searches.
   • Create traffic and ranking reports showing rankings in the major search engines if such a feature is included with a particular SEO plan or agreed to.
   • Creating blog posts.
5. For the purposes of receiving professional SEO services, Client agrees to provide the following:
   • Administrative/backend access to the website for analysis of content and structure.
   • Permission to make changes for the purpose of optimization, and to communicate directly with any third parties.
   • Unlimited access to existing website traffic statistics for analysis and tracking purposes.
   • Authorization to use client pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary for search engine optimization purposes.
   • If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages.
6. Client must acknowledge the following with respect to SEO services:
   • All fees are non-refundable.
   • Licensed stock photos may be used
   • All fees, services, documents, recommendations, and/or reports are confidential.
   • SetMySite has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
   • Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, SetMySite does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
   • SetMySite is authorized to publish business information, Client logos, and other business related items around the web.
   • Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO.
   • Some search directories offer expedited listing services for a fee. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion or expedited service fees.
   • Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. SetMySite does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
7. SetMySite is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
8. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to SetMySite for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend SetMySite and/or any of its subcontractors from any liability or suit arising from the use of such elements.
9. SetMySite is not responsible for the Client, hosting company, colleague, partner, employee, or webmaster editing or overwriting SEO 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 if needed or requested, based on the hourly rate of $79 per hour.
10. Notwithstanding any other provision of this Agreement, SetMySite’s obligation to provide SEO services shall cease in the event the Client’s conduct overwrites the SEO services provided. For example, if the client or other related uploads content without consulting SetMySite, then SetMySite’s obligation to provide SEO services shall terminate.
11. Furthermore, the Client understands they should not modify page links, page titles, content, images, meta data, alt tags, or other website content without first consulting SetMySite as such modifications can affect SEO efforts and results.
12. Changing the website template, design, or META tags can impact rankings, and traffic. We strongly advise and recommend that the Client never change any META details or content on a landing page or website without informing us beforehand. SetMySite will not be responsible for any rankings, traffic loss as a result any changes to META, content, design or theme change from any party including but not limited to theme developers and updates, plugin developers and updates, or WordPress updates.

1. Giving Us Access to Other Accounts and Services

Some of our Services may require you to give us access to or require you to provide login information and password information for accounts or services you may have with third party providers. When you provide this information to us or give us access to these third party accounts you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords.

2. Copyright Complaint Policy

If you believe any Materials infringe your copyrighted works, you may provide a notification of claimed copyright infringement to your Webmaster / Account Manager for copyright complaints. As SetMySite.com asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If any material located on or linked to by your Website violates copyright, you are required to remove or request that such material or links be removed. You warrant that all materials provided by you have been properly licensed, and that use by SetMySite.com in carrying out our assignment does not infringe the rights of third parties. In no event will SetMySite.com be liable for any copyright infringements that exist on your Website. If any part of your website is found to be in violation of a third party’s copyrights, the liability of any infringement ultimately falls on you, the company displaying the imagery. It is your obligation to verify that images, video, text and other Content used on your Website(s) do not violate a third party’s copyrights, even if that Content is supplied by SetMySite.com.

3. Rules

You agree to all of the following:

a. You hereby certify that you are at least 18 years of age and have the legal capacity to agree to these terms and conditions.

b. You will ensure the email address provided in your account registration is valid at all times and will keep your contact information accurate and up-to-date.

c. You will not use the Services or Materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading.

d. You will not use the Services or Materials if you are located in a country embargoed by the U.S., or are on the U.S. Treasury Department’s list of Specially Designated Nationals.

e. You will not use the Services or Materials to impersonate another person.

f. You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by SetMySite.com without our express written permission.

g. You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials or that may impact the ability of any SetMySite.com user to access the Services.

h. You will not access the Services through automated methods. The Services may only be used or accessed through an electronic device through manual control at all times.

i. You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the Services or Materials by any means other than through the interfaces provided by SetMySite.com.

j. You will not attempt to or actually override any security component included in or underlying the Materials or Services.

k. You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on SetMySite.com’s infrastructure.

l. You will not require SetMySite.com to publish, Content, or links to Content, that is:

• i. Pornographic, sexually explicit, or violent.
• ii. Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another).
• iii. Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.
• iv. Breaches another’s privacy.

m. SetMySite.com may determine in its sole discretion whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be permanently restricted from holding an account or using SetMySite.com’s Services. If SetMySite.com reasonably determines that your account is being used for illegal or fraudulent activity then your account with us may be immediately terminated at which point any financial data for billing will be erased. We may also report you to law enforcement officials in the appropriate jurisdictions.

4. Payment Information

You agree to supply appropriate payment for the services received from SetMySite.com, in advance of the time period during which such services are provided. Subject to all applicable laws, rules, and regulations, all payments will apply to the oldest invoice(s) in your billing account. You agree that until and unless you notify SetMySite.com of your desire to cancel any or all services received, those services will be billed on a recurring basis.

Should such a card in someone else’s name result in a “chargeback” (withdrawal, cancellation or refund) due to he or she contacting their bank, you will be responsible for repaying any such funds that have been removed. It is your responsibility to contact the cardholder and ask him or her to negate the chargeback request by contacting his or her bank. Furthermore, you agree that any chargebacks cannot exceed 30 days back from the date of request to your bank or financial service.

As a client of SetMySite.com, it is your responsibility to ensure that your payment information is up to date, and that all invoices are paid on time. You agree that until and unless you notify SetMySite.com of your desire to cancel any or all services received, those services will be billed on a recurring basis, unless otherwise stated in writing by SetMySite.com. SetMySite.com reserves the right to bill your credit card or billing information on file with us. SetMySite.com provides a 7 day grace period from the time the invoice is generated and when it must be paid. Any invoice that is outstanding for 7 days and not paid will result in a suspension of your account and any other associated services until account balance has been paid in full. Access to the account will not be restored until payment has been received.

a. If you purchase any Services that we offer for a Fee, you agree to allow SetMySite.com, or our third party service providers to store your payment card information. You expressly agree that we or third parties that you sign up for through our services or by way of referral are authorized to charge you (i) a monthly Fee for any applicable Services billed on a monthly basis, (ii) any other Fees for Services you may purchase, and (iii) any applicable taxes in connection with your use of the Services to the payment card you provide and to reimburse us for all collection costs and interest for any overdue amounts. If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees.

The credit card used to collect any setup fee will be the same card used to process your monthly recurring payment.

5. Cancellation of Services

Cancellations can be initiated by contacting SetMySite.com via phone or email and explicitly requesting a cancellation of services. In order to reduce the likelihood of mistakes or fraudulent/malicious requests, you must fill out a Cancellation Request Form to complete your cancellation request so can confirm your identity and verify your request. Service cancellation will be completed within 1 (one) business day upon receipt of your Cancellation Request Form. Upon your request to cancel, you understand and agree that cancellation may render any files, emails, or data associated with your customer account as potentially unrecoverable. All purchases are final and no refunds will be available or issued with the exception of billing mistakes such as double billing or wrong plan implementation. It is your responsibility to cancel services in a timely manner before any scheduled payment processes. We ask that you notify us at least one (1) business day in advance of any scheduled payment so we can properly close your account and avoid any previously scheduled payment from auto-processing.

Failure or inability to pay the monthly fee associated with your service is not an indication of cancellation nor will it result in a cancellation of your subscription. Failure or inability to pay the monthly fee for any reason will result in a series of automated emails being sent to the contact email address that we have on file for your account in an effort to make you aware of the billing issue. One billing issue notification email will be sent to you daily for a period(s) 7 consecutive days with a website hyperlink that will allow you to correct or update your billing information. Failure to correct or update your billing information within this 7 day grace period will result in a suspension of all your services with SetMySite.com, which include hosting if that is a service that we provide to you. Our billing system will continue trying to process the outstanding payment with the card that we have on file for your account until you update your billing information, contact us to update your billing information via phone, or contact us to cancel your subscription to our services. If you update your card information via the billing details hyperlink, the billing system will attempt to check and verify your new card details immediately upon submission. If the card details are correct and accurate, the system will process the payment at that time.

6. Insufficient Funds and Expired Credit Cards

If SetMySite.com is unable to bill your credit or debit card for any reason, including but not limited to insufficient funds, out-of-date credit cards, expired credit cards, and cards that have been lost, stolen, or otherwise compromised, it is your responsibility to update your billing information or add a new payment method to your account as quickly as possible. You may update your billing information by phone or by secure online portal. There is a 7 day grace period for past due accounts. Failure to correct or update your billing information within this 7 day period will result in a suspension of all your services with SetMySite.com including hosting if we are providing it. Our billing system will continue trying to process payment with the card we have on file until you update your billing information, contact us to update your billing information, or contact us to cancel your subscription to our services.

SetMySite.com is not responsible for any bank fees, overdraft charges, over draft protection fees, or any other fees or penalties that may be imposed on you by your bank or financial institution as a result of attempting to charge your card.

Failure to update your billing information is not considered a cancellation of services. In the event that you fail to update your credit card or change your billing information within the allowed 7 day grace period, your account will be considered past due and temporarily suspended. SetMySite.com may, at its sole discretion, attempt to bill your account at any time during or after the 7 day grace period in order to resume your service and subscription. Updated credit cards and/or topped off bank accounts that have sufficient funds will be automatically charged at which point SetMySite.com will resume services. Please allow up to one (1) business day for services to resume.

SetMySite.com reserves the right to cancel your account and not resume service at our sole discretion due to fraud, consistent billing issues, criminal activity, or any other violation of these terms.

7. Taxes

You take full responsibility for all taxes and fees of any nature associated with Services, including any sales tax related to the purchase or sale of Commercial Products. SetMySite.com shall not be liable for any taxes or other fees to be paid in accordance with or related to the Commercial Products. When purchasing or selling Commercial Products, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority. Any tools provided as Materials or in connection with the Services indicating estimated taxes due are for illustration purposes only.

8. Termination

a. Services may be terminated by us, without cause, at any time within our discretion if there is a violation of these terms.

b. Services may be terminated by you, without cause, by notifying us and following the cancellation procedures set forth above in Section 5.

c. SetMySite.com may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.

d. Notice of termination of Services by SetMySite.com may be sent to the contact e-mail associated with your account. Upon termination, SetMySite.com has the right to delete all data, files, or other information that is stored in or associated with your account on our servers as well as our Service and Materials.

9. ERRORS AND ACCESS TO SITE

YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR WEBSITE, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: SALES TAX CALCULATIONS, PRODUCT PRICING, PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS, ELECTRONIC PAYMENT PROCESSING, SPELLING & GRAMMAR, PRIVACY POLICIES, COOKIE POLICIES, IMAGE ALT TAGS, SITE META DATA, IMAGE META DATA, PRODUCT OR SOFTWARE LICENSES, PRODUCT OR SOFTWARE BILLING. SETMYSITE.COM WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU FURTHER UNDERSTAND THAT SETMYSITE.COM MAY NOT MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.

10. Links to Third Party Websites; No Implied Endorsement

Our Site may contain links to other websites owned by third parties. Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of any such links or as the result of the presence of such links on the Site. In no event shall any reference to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party.

11. DISCLAIMER OF WARRANTY

THE SERVICES AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SETMYSITE.COM AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER SETMYSITE.COM NOR ITS LICENSORS WARRANT THAT ACCESS TO THE SITE, THE MATERIALS AND/OR THE SERVICES AVAILABLE ON OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES SETMYSITE.COM OR ITS LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE MATERIALS OR THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND YOUR RELIANCE UPON THE SERVICES AND/OR THE MATERIALS IS AT YOUR SOLE RISK. IN ADDITION, SETMYSITE.COM IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE SITE TO ANYONE.

IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT, TAX, LEGAL OR OTHER PROFESSIONALS. THE SERVICES DO NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE.

FURTHER, SETMYSITE.COM AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICES OR THE MATERIALS OR THE SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITE, THE SERVICES OR THE MATERIALS OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION LOCAL REGULATIONS AND ORDANCES AS WELL AS EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. NEITHER SETMYSITE.COM NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE SITE, ITS SERVERS, THE MATERIALS OR THE SERVICES, OR ANY E-MAIL SENT FROM THE SITE OR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THIS AGREEMENT APPLIES SOLELY TO THE SERVICES PROVIDED. WE HOST WEBSITES FOR CERTAIN THIRD PARTIES (“THIRD PARTY SITES”). THIRD PARTY SITES INCLUDE CONTENT GENERATED BY THIRD PARTIES AND ARE NOT UNDER THE MANAGEMENT AND CONTROL OF SETMYSITE.COM. SETMYSITE.COM IS NOT RESPONSIBLE FOR SUCH THIRD PARTY SITES, INCLUDING WITHOUT LIMITATION, THE ACCURACY, SUFFICIENCY, CORRECTNESS, RELIABILITY, VERACITY, COMPLETENESS OR TIMELINESS THEREOF, ANY LINK CONTAINED THEREIN, OR ANY CHANGES OR UPDATES THERETO, OR ANY GOODS OR SERVICES SOLD THEREON. YOUR ACCESS OR USE OF ANY THIRD PARTY SITE IS GOVERNED BY THE TERMS APPLICABLE TO SUCH THIRD PARTY SITE. THE HOSTING OF ANY THIRD PARTY SITE BY SETMYSITE.COM DOES NOT IMPLY AN ENDORSEMENT THEREOF BY SETMYSITE.COM, OR OF THE PROVIDER OF SUCH CONTENT OR SERVICES, OF ANY THIRD PARTY SITE.

12. LIMITATION OF LIABILITY

WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF SETMYSITE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE SETMYSITE.COM AND HOLD SETMYSITE.COM AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, MATERIALS, SITE, YOUR CONTENT, COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGHOUT THE SITE. YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

13. EXCLUSIVE REMEDY

IN THE EVENT OF ANY PROBLEM WITH THE SITE, THE SERVICES, THE MATERIALS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SERVICES AND THE MATERIALS. UNDER NO CIRCUMSTANCES SHALL SETMYSITE.COM, ITS AFFILIATES, OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

14. Termination/Exclusion

We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for you or for all our users at any time and in our sole discretion. All of these changes shall be effective upon their posting on the Site or by direct communication to you unless otherwise noted. We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement. For avoidance of doubt, SetMySite.com has no obligation to store, maintain or provide you a copy of any content that you or other users provide when using the Services.

15. Indemnification

You agree to indemnify, hold harmless, and defend SetMySite.com and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively “Indemnified Parties”) from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys’ fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your use of the Services, the Site or the Materials, (ii) your Content, or (iii) any Commercial Products you offer on or through the Site or using our Services. This includes, but is not limited to, any breach or violation of this Agreement by you. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.

16. Amendments

We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. We may also, in the future, offer new services and/or features through the Site (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement and are your responsibility to inquire about or request.

17. Disputes

The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the state of California without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the United States of America. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in California, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

18. Privacy

We encourage you to read the Privacy Policy, and to use the information it contains to help you make informed decisions. Please also note that certain information, statements, data and content (such as photographs) which you post to the Site are likely to reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge and agree that your submission of such information is voluntary on your part. Further, you acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion. Disclosures of user information to third parties are further addressed in the Privacy Policy.

19. Other

You acknowledge that a violation or attempted violation of any of this Agreement will cause such damage to SetMySite.com as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that SetMySite.com shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by SetMySite.com in obtaining such an injunction, including, without limitation, reasonable attorney’s fees. You agree that no bond or other security shall be required in connection with such injunction.

In no event shall you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of SetMySite.com, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the Site or any content used or displayed through the Site.

20. Terms You Post on Your Site

You are responsible for drafting the terms of use for any website that we service, manage, or host. This includes Privacy Policies, Terms & Conditions, Copyright and Trademark information, Cookie Policies, and or any other content required by local, state, national, or foreign governments in which you do business in or which a visitor may be located in. SetMySite.com can provide you with a generic privacy policy that will be posted to your site free of charge upon request. If you disagree with any of the statements or language within your generic privacy policy or other content provided by us, it your responsibility to draft a custom content and post it on your website or request that we post it for you.

You agree to indemnify and hold harmless SetMySite.com and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns from and against any and all liability, loss, claim, damages, expense or cost (including but not limited to attorneys’ fees), arising from or related to the use of, access to, interaction with or reliance upon, your site, including the purchase, sale or other distribution of Commercial Products.

21. Miscellaneous

a. If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.

b. If we fail to enforce any of this Agreement, it will not be considered a waiver.

c. Any amendment to or waiver of this Agreement must be made in writing and signed by us (or confirmed via email communications as permitted at our discretion).

d. You will not transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent.

e. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

f. This Agreement does not confer any third party beneficiary rights.

g. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

22. Acknowledgement

BY USING THIS WEBSITE AND OR OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS & CONDITIONS OF THIS AGREEMENT.