GEO-SEO Software Terms of Use
1. Acknowledgements: Subject in each case to the terms listed in this Agreement, you hereby acknowledge and agree that the Software may only be used for lawful purposes. The Software is provided subject to the terms and conditions of this license, as they may be amended by the Company, and any guidelines, rules or operating policies that the Company may establish from time to time (collectively, the "license"). The Company may modify the terms of the license and may discontinue or revise any or all other aspects of the Software in its sole discretion. Except as otherwise provided in the license, all such changes shall become effective upon the Company providing notification of the revised license to the Client. The license is available only to persons who can form legally binding contracts under applicable law. Client hereby waives any claim for damages from any problems that may arise from installation of the Software, including without limitation any disruption or damage caused by Company or its personnel.
2. Right to Disable Access: The Company, at its own discretion, may immediately disable Client’s access to the Software without refund if the Company believes in its sole discretion that Client has violated any of the policies listed above or elsewhere in this license.
3. No Rights in Software: This license does not mean you own any part of the Software; this is only a license agreement for use on one website designated by Client. Client and its staff, affiliate, sub contractors and others parties under the control of Client will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Software, documentation, or data related to the Software; remove any proprietary notices or labels from the Software, modify, translate, or create derivative works based on the Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Software.
Unless you are an authorized reseller of the Company, you may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with the Software, or any content, including but not limited to newsletters, distributed to you by the Company in connection with the Software. Violation of these restrictions may result in the termination of this license.
4. Client Information: In using the varied features of the Software, Client may provide information about employees of the Client, owners of the Client and/or contractors under the employ of the Client (e.g., name, contact information, or other registration information) to the Company. The Company may use this information and any technical information about Client’s use of the Software to tailor Client’s presentations to Client. The Company will not provide Client’s contact information to third parties that Client has not authorized for that purpose, unless required by law.
5. Indemnification: Client hereby agrees to defend, indemnify and hold harmless the Company, Shawn Schulte, business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that (i) arises from any alleged breach of this license, (ii) arises from the content or effects of any messages you distribute using the Software or (iii) otherwise arises from or relates to Client’s use of the Software. In addition, Client acknowledges and agrees that the Company has the right to seek damages when you use the Software for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this license, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages.
6. Warranty Disclaimer; Remedies: USE OF THE SOFTWARE AND ANY RELIANCE BY CLIENT UPON THE SOFTWARE, INCLUDING ANY ACTION TAKEN BY CLIENT BECAUSE OF SUCH USE OR RELIANCE, IS AT CLIENT’S SOLE RISK. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY OUTSIDE THOSE EXPRESSLY SPECIFIED IN THIS AGREEMENT AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE. THE SOFTWARE IS PROVIDED "AS IS" AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
7. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL THE COMPANY OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "THE COMPANY") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF THE COMPANY 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, THE COMPANY IS FOUND LIABLE TO CLIENT FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), SOFTWARE LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY TO CLIENT ARISING IN CONNECTION WITH THIS LICENSE SHALL BE LIMITED TO THE AMOUNT CLIENT PAID FOR THE PRODUCTS IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY THE COMPANY TO CLIENT IN THAT TWELVE (12) MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CLIENT.
8. Intellectual Property Information: GEO-SEO Software is Copyright 2005-2010 owned by the Company. All rights are reserved. GEO-SEO Software is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. By way of example only, and not as a limitation, "GEO-SEO Software" and the GEO-SEO Software logo are trademarks of the Company, under the applicable laws of the United States and/or other countries. Client agrees that Client’s staff, affiliates, employees and other parties under its control will not copy any code or methods of the Software. Client agrees that it will not sublicense, sell, or otherwise distribute any intellectual property owned by the Company.
9. Miscellaneous: If any provision of the license is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this license will otherwise remain in full force and effect and enforceable.
The Company and Client agree that this license is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this license, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this licensor existing at law or equity shall be considered a waiver of such right or remedy. No agency, partnership, joint venture, or employment is created as a result of the license, and Client does not have any authority of any kind to bind the Company in any respect whatsoever.
In any action or proceeding to enforce rights under the license, the prevailing party will be entitled to recover its costs and attorneys' fees. The license shall be governed by the laws of the Florida, USA without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the license shall be brought in the state or federal courts located in Sarasota, Florida.