Client represents and warrants that all content provided to or used in connection with services provided by Rank Meow, including any third-party content displayed, linked, or otherwise distributed by Client (collectively, “Content”), shall not give rise to any claims, investigations, or proceedings by any third party or governmental authority for fraud, misrepresentation, defamation, trade disparagement, invasion of privacy, violation of any law or regulation, or infringement of intellectual property rights, including but not limited to copyright, patent, trademark, or trade name infringement (collectively, “Third-Party Claims”).
Client agrees to defend, indemnify, and hold harmless Rank Meow, its affiliates, subsidiaries, agents, and their respective officers, directors, managers, members, employees, contractors, consultants, successors, and assigns (collectively, the “Provider Parties”) from and against any and all claims, demands, liabilities, losses, damages, judgments, and expenses, including reasonable attorneys’ fees and costs, arising out of or related to any Third-Party Claims resulting from Client's Content.
Client acknowledges and agrees that the Provider Parties have made no representations, warranties, or guarantees regarding the potential benefits, profitability, or effectiveness of the digital marketing services (“Digital Services”).
The Digital Services are provided on an “as-is” and “as-available” basis without warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation implied warranties of merchantability, fitness for a particular purpose, non-infringement, or arising from course of dealing or usage of trade.
The Provider Parties do not warrant or guarantee that the Digital Services will be uninterrupted, secure, error-free, or achieve specific outcomes. The Provider Parties disclaim all responsibility and liability for the actions of third parties, including search engines, social media platforms, review platforms, and public relations channels.
Except as otherwise expressly provided in this Agreement:
(a) Neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation lost revenue, lost profits, or business interruption, even if advised of the possibility of such damages.
(b) Except for obligations arising under Section 1 (Indemnification), each party’s total liability under this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total fees paid by Client to Provider in the twelve (12) months immediately preceding the event giving rise to the claim.
Either party may terminate this Agreement for cause if the other party materially breaches any of its obligations hereunder and fails to cure such breach within thirty (30) days following written notice specifying the nature of the breach.
This Agreement may also be terminated immediately upon written notice if either party:
During the term of this Agreement and for a period of one (1) year following its termination or expiration, Client agrees not to, directly or indirectly, solicit, hire, or engage any employee, contractor, or consultant of Provider or its affiliates without Provider’s prior written consent.
Upon termination of this Agreement:
a. Organic Services
All SEO-related content and backlinks created by Provider and hosted on Client-owned websites are the property of the Client, provided that all fees have been paid in full. Content and backlinks placed on third-party platforms will no longer be managed post-termination and may be removed or expire based on those platforms’ policies. Access to analytics tools (e.g., Google Analytics, Search Console) will be transferred to the Client.
b. Social Media Services
All social content created by Provider and posted to Client-owned accounts will be deemed Client property if all invoices are paid. Administrative access to platforms such as Facebook, Twitter, Instagram, etc., will be transferred back to Client.
c. Web Services
All website content created by Provider and hosted on Client’s domain is the property of the Client if Web Services are paid in full and the Agreement's Initial Term, including web hosting and maintenance requirements, is completed. If hosting services are not renewed, Provider will, upon request, deliver a complete electronic copy of the website.
d. Paid Services
All prepaid services with outstanding deliverables will be fulfilled as outlined in the applicable Statement of Work and Account Manager plan. Prepaid services are non-refundable due to the strategic nature of Provider’s work but may be credited toward future Provider services.
These Terms, together with any executed Statement of Work or Proposal, constitute the entire agreement between the parties and supersede all prior understandings or agreements, written or oral. If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect.
This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles. Any legal action or proceeding arising under or in connection with this Agreement shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and each party irrevocably submits to the jurisdiction and venue of such courts.
Neither party shall be liable or deemed in default for any delay or failure in performance under this Agreement (except for payment obligations) resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, governmental actions, labor strikes, power outages, internet service interruptions, or failure of suppliers, subcontractors, or carriers.
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties agree to first attempt in good faith to resolve the matter through informal negotiation.
If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Phoenix, Arizona, before a single arbitrator. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
Each party shall bear its own costs and attorney’s fees associated with arbitration, unless the arbitrator determines that a party is entitled to recover reasonable attorney’s fees and costs as part of the award.
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