Agency Eagle (hereinafter referred to as “AE”) Product and/or Services Terms and Conditions

Agency Eagle, provides as the exclusive distributor of AE Product and/or Services, to the purchaser (referred to as “Client”, “You” or “Your” and variations thereof), through servers AE and its subsidiaries and/or partners own or control, a web site currently located at the URL www.agencyeagle.com marketing services such as Search Engine Optimization programs, Pay per Click Programs, Custom Development, etc.
(Collectively or individually these Product and/or Services are referred to as the “Product and/or Services,” as applicable). The following terms and conditions (these “Terms and Conditions”) between AE and You shall apply to all Product and/or Services. These Terms and Conditions, together with the attached order form (“Order Form”) constitute and are hereinafter referred to as the “Agreement.”

1. Product and/or Services

The Product and/or Services consist of various forms of internet marketing. For each Product and/or Services, the procedure for the Product and/or Services shall be as follows:
(a) You shall or AE (for additional fees) shall be authorized by You to customize the selected Product and/or Services by incorporating Your Content (website or marketing or any other content, such customized Product and/or Services shall hereinafter be referred to as “Your Product and/or Services”). AE reserves the right to omit Your Content in whole or in part if AE , in its sole discretion, finds any part of it to be in violation of the terms of Section 2.2 or inappropriate. You acknowledge that AE may, from time to time update its Technical Standards and Procedures which are published at http://www.agencyeagle.com and agree to periodically review the Technical Standards and procedures to ensure compliance therewith. Furthermore AE reserves the right to alter or change the Product and/or Services at any time without notice.; (b) Finally, AE shall, where applicable, produce the number of units and selection of Your Product and/or Services that you specified on the Order Form.

2. Registration of Your Information.

2.1. Your Obligations and Responsibilities. (a) You grant AE and its affiliates a non-exclusive right to use, copy, reproduce, modify, distribute, and integrate and combine with information provided by AE and third parties Your Content into Your Product and/or Services and vice versa (collectively, the “License”). (c) You acknowledge and agree that you have retained a copy of Your Content and you hereby release AE and any third parties involved in the creation or delivery of Your Product and/or Services from any and all liability for loss of, or damage to, the copy of Your Content that you provide to AE hereunder. You understand that Your provision of Your Content is not made in confidence and shall not be held in confidence by AE . (d) You agree that AE may contact You to inform You of other Product and/or Services and that AE may work with third parties to market information or Product and/or Services that may be of interest to You. (e) If the Client’s website is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. AE can create site content at an additional cost to the Client as an alternative. (f) Communication between AE and Client is essential to complete said services. The client must respond within two business days of a request for approval or feedback in order to maintain the project schedule. Approval delays or providing required materials to AE could cause corresponding delays in future tasks and cause AE to be late when providing work reports.
2.2. Your Representations and Warranties. You represent and warrant that: (a) Your Content is true, complete, and accurate, that it is your responsibility to verify that you have the legal right to use Your Content; (b) Your Content contains no (i) nudity, pornography, or other sexual materials; (ii) material that violates local, state or national laws; (iii) material that violates or infringes in any way upon the rights of others, including, without limitation, copyrights, trademark rights, or any other third party intellectual property, contract or, privacy or publicity rights; (iv) material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable or offensive; (v) content promoting or encouraging a raffle, contest, game, or pyramid scheme requiring payment of a fee by participants; (vi) vile content(vii) hate propaganda or fraudulent material or activity; or (viii) Your confidential information or trade secret or confidential information or trade secret of a third party; (c) You take full responsibilities for the content on your website, that you have the right to display that content and that AE is marketing that content per your direction and intention. (d) Your Content is in compliance with the Technical Standards and Procedures published by AE “and” GOiMarketing and does not otherwise interfere with the function or performance of the Site; (e) You will comply with all local, state and federal laws and regulations governing Your actions under this Agreement; and (f) To the extent that You purchase or register an Internet domain name, You hereby represent and warrant that (i) the statements that You make herein are complete and accurate; (ii) the registration of the domain name will not infringe upon or otherwise violate the rights of any third party; (iii) You are not registering the domain name for an unlawful purpose; and (iv) You will not knowingly use the domain name in violation of any applicable laws or regulations. It is Your responsibility to determine whether Your domain name registration infringes or violates someone else’s rights. Internet Domain names registered for You are Your property and you assume all liability associated with such Internet domain name. (g) You have full power and authority to enter into this Agreement and to perform Your obligations hereunder, including but not limited to all rights necessary to grant the License to Your Content. (h) You acknowledge that AE and the other affiliates of AE are third party beneficiaries to this Agreement

3. Termination of Service.

This Agreement may be terminated by AE at any time in the event that You violate any term of this Agreement or for any other reason not prohibited by law.

4. No Warranty.

4.1 The products and/or services are provided “as is.” AE on its own behalf and on behalf of any third parties, including without limitation to third party beneficiaries does as follows: (i) makes no warranties of any kind, express or implied, statutory or otherwise, regarding the product and/or services, and specifically disclaims any implied warranties of noninfringement, merchantability, or fitness for a particular purpose; (ii) , does not warrant that the operation of the product and/or services will be uninterrupted or errorfree; (iii), does not make any representations regarding the use or the results derived from the product and/or services in terms of correctness, accuracy, reliability, lead generation, increase in business or otherwise; (iv) will accept no returns or exchange the product and/or services; and (v) specifically disclaims any warranties that product and/or services or services wiill function or are compatible with such computer hardware or software as you or others may use the product and/or services. You are solely responsible for ensuring that any computer hardware or software you use is compatible with and/or functions with the product and/or services.
4.2 website service disclaimer of warranty. The software and the services are provided on an “as is’ and “as available” basis, and your use of the software and the services, incuding without limitation, any material or data you download or otherwise obtain as a result of the software or services, is at your own risk. To the maximum extent permitted by law, the company hereby expressly disclaims all warranties of any kind, whether express, implied, statutory or otherwise, including, without limitation, implied warranties of fitness for a particular purpose, merchantability and noninfringement. The company makes no representation, warranty, or guaranty as to the timeliness, completeness, accuracy, quality or suitability of the services or the software, or any portion or feature thereof. The company does not represent or warrant that the services or the software or any portion or feature thereof (i) will be secure, timely, uninterrupted or error-free; (ii) will operate in combination with any other hardware, software, system or 10 data; (iii) will meet your requirements or expectations, including, but not limited to, your security requirements; or (iv) will be free of viruses or other harmful components. The company makes no representation or warranty that it will correct, or attempt to correct, any errors or defects in the software or services. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

5. Payments, Fees and Refunds.

5.1 In exchange for the services and rights granted to you in this Agreement, You agree to pay AE the published annual or monthly fee for the number of units of the Product and/or Services that You ordered, as specified on the Order Form at the time of Your order. AE bills on the monthly, quarterly or yearly anniversary of your order. All payments are final and nonrefundable. (a) All fees are due up front and then the work will follow. The work will be outlined on the proposal. For monthly campaigns the service fee is due at the beginning of the monthly cycle and the work will be complete as outlined by one month from the initial invoice date. For example, if a campaign is launched on the 15th of month 1, then the work will be completed by the following 15th of month 2, as well as the work report. To summarize, payment is required up front, and the monthly work will be completed by the end of the monthly cycle.(b) Multiple Months or Annual Contractual Obligation.The Client agrees to pay the one time setup fee and the monthly fee as shown in the Order Form. The monthly service fee must be paid for a contractual period of one year in monthly installments, after the expiration of this period, You and AE can enter into a new service contract. This contract does not go into automatic renewal upon termination of the initial contract. (c) Month to Month Contractual Agreement. You may wish to make payments on a monthly basis with no responsibility to renew the following month, as long as 30 days written notice is given to terminate services. (d) Contract and Service Termination. Month to Month Marketing Contract Termination. If You wish to end services and You are on a month to month service agreement, then You simply have to submit in writing the request to cancel services 30 days ahead of time. (e) Multiple Months or Annual Marketing Contract Termination. If You are on a multiple months or annual service contract, then You may end contract anytime by making a full payment of the remaining monthly fees. Alternately, You may terminate the Agreement on 30 (thirty) days written notice, without any penalty, if AE makes a material amendment to these standard terms and conditions that is to the detriment of You. AE may terminate the Agreement at any time without further notice if You have failed to pay the outstanding amount within a period of 30 (thirty) days of a written notice to do so. Should AE terminate the Agreement owing to a lack of payment on Your behalf, the remaining outstanding full contract value will become due and payable.
5.2 Refund Policy There will be no refunds for work completed. In short, we have a NO Refund Policy.
5.3 Monthly Service Fee Payment Schedules Monthly services exist on one of two possible payment schedules. You will either be on the 1st or 15th of the month payment cycles. This will be established when Your campaign is launched and will be decided depending on if the closest launch date is the 1st or the 15th of the month. All monthly invoices will correspond with your initial launch date. If your campaign launched on the 1st, then all following monthly invoices will be due on the 1st of each month, and same goes for the 15th cycle. There will be a five day grace period to receive the full monthly service fee. If the payment is not collected within 5 days of the invoice due date, then the campaign will officially be put on hold pending payment.
5.4 Non Payment and On Hold Re-Activation Terms When monthly service fees are not paid within the 5 day grace period, the campaign goes on hold. In order to re-activate your campaign we will charge a re-activation fee of $50.00 if the campaign is under 30 days past due on the most recent invoice. Once re-activated the campaign will re-launch on either the 1st or 15th of the month, and continue on a monthly billing cycle respectively to the re-launch date. Once a campaign reaches 30 days plus outstanding on the most recent invoice, all reporting and login credentials to Agency reporting systems will be deleted. This means You will lose all history to any ranking reports, custom analytics reports, and potentially to work reports. To re-activate a campaign that has gone 30 days or more outstanding on the most recent invoice, AE will charge a re-activation fee of $200.00.
5.5 Payment Methods Payment should be made via credit card. Credit Card payments will incur a service fee increase of 5% due to credit card processing fees incurred by the Agency.
5.6 Additional Fee Conditions PPC Fees – If You are availing of a Pay Per Click marketing campaign in Google, Yahoo, Bing or Facebook, the below applies. As an additional expense the Client is responsible for all spend and fees associated with PPC ads by providing payment directly to the search engine account.
5.7 Change of Keyword Fee If You are engaged in a Search Engine Optimization (SEO) campaign the following applies. If keywords need to be changed before the end of the initial duration stated on the proposal, a $70 charge per keyword will be incurred for on page optimization and processing labor.
5.8 Fixing of Unforeseen Website Errors and Issues If You are engaged in an SEO campaign the following applies. During month 1 of on page optimization, it is possible that the Agency will encounter unforeseen errors and issues within the website. If the Agency requires these errors or issues to be fixed, this will come at an additional charge to the Client.
5.9 Additional Website Content Fee If You are engaged in an SEO campaign the following applies. The initial proposal does not include a charge for website content writing. During month 1 the on page team will analyze the website to determine if the target URL’s require additional content or not. Sometimes new pages are required to be created or additional content will be required on an existing page. To quote this on the initial proposal would take too much time and analysis. Therefore please be advised that content creation is not included in the proposal. You will need to create content in a timely manner consistent with instructions given by AE. If You choose to have AE perform this duty there will be an additional charge for this.
5.10 Misc Additional Service Fees Any revisions, additions or redesign You request AE to perform that is not specified in this document shall be considered “additional” and will require separate addendum and payment. AE shall advise the client on any requested work that falls within these bounds.

6 Credit Card Chargeback Policy and Procedure

6.1 Fraud policy. AE does not tolerate credit card and online fraud, and all fraud, without exception, will be prosecuted to the full extent of the law. In the event of fraud, we will pursue civil legal action seeking to recover any loss of income related to the fraud, including business, legal fees, research costs, employee down time and loss of revenues.
6.2 Fraudulent Disputes and Chargeback Policy AE offers extremely reputable services and always provides proof of work done by work reports at the end of the monthly cycle. By entering into this contract You understand that results are never 100% guaranteed and as long as the work is rendered by the end of the monthly service period AE has fulfilled their responsibility. We do have a cancelation policy in place for those that wish to terminate services early. As a competing business in a large market AE cannot afford to have credit card fraud and frivolous reversals. Therefore AE adopts strong legal measures to protect their online business and help the online community, including credit card processors, banks and other institutions to combat repeat offenders. Please note, even if You file a chargeback due to “services not rendered” or “services not as advertised” and the credit card company issues You the chargeback, this does not mean that You did not take illegal actions. Even credit card companies encourage merchants to take additional legal actions on chargeback’s unjustly issued to the client. As long as work has been done by the end of the stated deadline, any charge back successfully issued is illegal and will be combated. AE will pursue civil legal action seeking any loss of income related to the fraud, including business, legal fees, research costs, employee down time and loss of revenues.
6.3 Investigative Fee If You do not take advantage of our cancelation policy or arbitration process and unilaterally places a charge reversal request (chargeback) with the credit card company or any third parties, on purpose or by mistake, for any service order placed, and that has already been partially completed, there will be a $300 USD research fee charged to your account to cover investigative expenses to prove that the You did make the purchase and we did fulfill the order or are in the process of fulfilling the service order. By entering into this contract the You agree to pay this fee in addition to being liable for the service cost.
6.4 Post-Dispute Collection and Reporting Policy AE considers illegitimate credit card charge-backs to be fraud if the You made no reasonable effort to notify AE that a problem existed, or to resolve or clarify a situation or matter.In the event that the You win the charge back with the credit card company and AE believes a fraudulent dispute has not been resolved fairly through the financial intermediaries that partake in the transaction, AE will exercise their right to recover the fraudulently disputed charges plus additional costs via a third-party collection agency and the Client’s account will be reported to all credit bureaus as a delinquent collection account. AE considers charge reversal attempts to be frivolous/unwarranted/fraud if one of the items is true: (a) Client made no reasonable effort to work with AE to resolve any problems with the service. (b) Client did not follow the arbitration procedure outlined in this contract. (c) Client has not taken advantage of our cancellation policy and seek to reverse the transaction and obtain a refund outside of the agreed terms of service. (d) Client chargeback claim is under the category “services not as advertised” or “services not rendered” even though we have provided work reports or are in the process or fulfilling the monthly services within the stated deadline.
6.5 Fraudulent Chargeback Steps Taken by AE A “chargeback” occurs when the Client disputes a credit card charge. A fraudulent chargeback occurs when the Client attempts to dispute a charge for services that they have actually purchased. Attempting to dispute a valid credit card charge is fraudulent and is illegal. AE does not tolerate chargeback fraud, and we follow the following procedure when it takes place: (a) If Client attempts to dispute or deny a valid charge, we will first contact Client directly, because most disputed charges occur as a result of the customer not recognizing AE’s charge on their statement. Client will have ten (10) calendar days to reverse their dispute upon receipt of phone call, mail or our e-mail. (b) If Client does not reverse the dispute or otherwise attempt to resolve the situation, the Agency will file a police report with their local authorities and seek criminal charges against Client. (c) The Client’s account will be turned over to a collection agency, which will initiate collection activities as well as report their account as delinquent to all of the major credit bureaus. (d) If Client still does not resolve the situation by either reversing the dispute or reimbursing AE for the amount disputed plus the bank fees, AE will file a civil lawsuit against Client for the amount disputed, for bank fees related to the chargeback, for additional damages for the harm the Client chargeback causes to the AE’s merchant credit record, and for punitive damages as the courts do not take credit card fraud lightly.

7. Indemnity and Liability.

7.1 You agree to indemnify, defend and hold harmless AE , its affiliates, third party beneficiaries under this Agreement, and their respective employees, contractors and directors from all liability, damages, losses, costs or expenses (including, but not limited to, reasonable attorney’s fees and expenses) incurred in connection with any claim related to (i) a breach by You of a term, condition, representation, or covenant in this Agreement, or (ii) Your Content (including but not limited to warranty claims, consumer protection claims, and false or misleading advertising claims arising from materials included therein).
7.2 Client acknowledges the following with respect to services: (a) AE has no control over the policies of search engines with respect to the type of websites and/or content they accept now or in the future. The Client’s website may be excluded from any directory at any time at the sole discretion of the search engine or directory. (b) Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, Agency does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase or search term. (c) Due to the unpredictable nature of search engines, AE is not responsible for any loss of revenue due to the ranking or placement or the lack of such for the client’s website within the search engines. (d) AE is not responsible for changes made to the Web site by other parties that adversely affect the search engine rankings of the Client’s Web site. (e) AE is not responsible for other parties overwriting SEO work on Client’s site (e.g. Client’s staff or other third parties making changes and uploading over work already provided). The Client will be charged an additional fee for re-constructing Meta Tags, or other undesirable overwrites made by another party. (f) Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to AE for inclusion on the website or marketing materials, are owned by Client, or that the Client has received permission from the rightful owner(s) to use each of the elements. The Client will hold harmless, protect, and defend AE and its subcontractors from any liability or suit arising from the use of such elements. (g) Some search engines, directories, and article/press release publication sites may take as long as 3 to 6 months, and in some cases longer, after submission to list your site or publish the submitted content. Occasionally, search engines and publication sites will stop accepting submissions for an indefinite period of time. The Client understands that although work will be done to publish content, and submit their business into online directories, publication of content and successful directory submissions are not guaranteed. (h) Links that have been built to the Clients website are not guaranteed to last forever. The lifetime or duration of a link built to the Client’s website is dependent on the webmaster of the corresponding webpage containing the back-link and the search engines decision to index the page containing the back-link. AE will make its best effort to build links that will last longer, as opposed to shorter. When links built to the client’s website are documented on the work report, AE does not hold liability or responsibility for links that are no longer active or for broken links. (i) Certain factors can take a website offline or tell the search engines to not index a particular website or webpage. If a website goes offline or is de-indexed by the searched engines because of malware, a virus, robots txt, or another misc. reason, AE does not hold liability for this. (j) Not all components of the marketing campaign are reportable. The Client agrees not to hold AE liable for such line items in which no work report is provided. (k) AE’s obligation to perform Services hereunder shall be excused without liability when prevented by strike, act of God, governmental action, accident, act of war, act of terrorism or any other similar condition that is beyond its reasonable control. Client’s obligation to pay any fees shall continue except during any suspension due to Agency’s inability to perform under the Agreement/s. (l) AE’s obligation to perform Services hereunder shall be excused without liability when Client does not perform in accordance with Client’s obligations under the Agreement/s. AE agrees to resume performance of Services as soon as practicable following cessation of such condition. (m) AE makes no representations or warranties, whether written, oral, express or implied, with respect to the services, including, without limitation, all reports, summaries, information or recommendations prepared or issued, or additional services, if any, or with respect to any other matter hereunder. Each party hereby expressly disclaims any and all implied warranties.
7.3 In no event shall AE or its affiliates be liable to you or any third party for any special, consequential, incidental or indirect damages, including lost profits, however caused, on any theory of liability, including but not limited to tort, including negligence, and notwithstanding any failure of essential purpose of any limited remedy. In no event shall AE aggregate liability to you exceed the amount received by AE from you under this agreement.

8. Proprietary Rights.

As between the parties hereto, AE exclusively owns all right, title and interest in and to the Product and/or Services in perpetuity throughout the Universe. Notwithstanding anything to the contrary contained in this Agreement, in consideration and upon AE receipt of the payment set forth on the Order Form, the Product and/or Services is licensed (not sold) to You by AE on behalf of itself and its affiliates. AE does not transfer title to the Product and/or Services to You; this license shall not be considered a “sale” of the Product and/or Services. AE retains full and complete title to the Product and/or Services and all intellectual and industrial property rights therein. This non-exclusive license gives You the right to use and display the units of the Product and/or Services that are licensed to You hereunder. You may not resell, de compile, reverse engineer, disassemble or otherwise reduce the Product and/or Services to a human perceivable form. Except as provided for in this license, you may not copy, modify, network, rent, lease, sublicense, or otherwise distribute the Product and/or Services; nor can you create derivative works or any other works that are based upon or derived from the Product and/or Services in whole or in part. All rights in and to the Product and/or Services not expressly granted to you in this Agreement are reserved by AE.

9. Confidentiality Agreement

9.1 Use of Services; Exclusivity. All Services, including, without limitation, all reports, summaries, information or recommendations prepared or issued by AE containing data specific to the Client Website, are for the exclusive use of Client in connection with the Website. No other use is authorized under the Agreements. All reports, summaries, information or recommendations prepared or issued by AE hereunder shall become part of both parties’ Confidential Information. Each party agrees to protect Confidential Information from any unauthorized use or distribution, including, without limitation, unauthorized use or distribution of AE’s materials or AE’s reports, summaries or recommendations, by such party to competitors of either party, or to non-employees of either party. In recognition of the fact that other search engine related marketing activities may interfere with the Services, or otherwise impede the efficacy of the Services, during the Term Client shall not employ or engage any other search engine services provider that AE reasonably determines provides services that are competitive or harmful to the Services provided by AE.
9.2 Confidential Information. The parties agree that during the course of the Agreement/s, each party may have access to or be exposed to (such party hereinafter referred to as “Receiving Party”), directly and indirectly, confidential or proprietary information of the other party (“Disclosing Party”), including, without limitation, Agency materials, computer software, user information, data, knowledge, marketing plans, products, services, and costs, projections, and other financial information in oral, graphic, written, electronic, or machine readable form (collectively, the “Confidential Information”). Confidential Information shall not include information that the Receiving Party can demonstrate (i) to have been rightfully in the possession of the Receiving Party from a source other than the Disclosing Party prior to the time of disclosure of said information to the Receiving Party hereunder (“Time of Receipt”), (ii) to have been in the public domain prior to the Time of Receipt, (iii) to have become part of the public domain after the Time of Receipt by publication or by any other means except an unauthorized act or omission or breach of the Agreement/s on the part of the Receiving Party, its employees, or agents, or (iv) to have been supplied to the Receiving Party after the Time of Receipt without restriction by a third party who is under no obligation to the Disclosing Party to maintain such information in confidence.

10. Arbitration and Governing Law

10.1 Arbitration. If any dispute arises concerning the interpretation, validity or performance of the Agreement/s, or any of its terms and provisions thereof, then the parties agree to work in good faith to resolve any such dispute before resorting to the invocation of the arbitration right set forth below. Likewise, all issues, claims, materials, or findings associated with the dispute shall be considered Confidential Information by parties, and there shall not be any public claims or statements made in any form by either party. In the event the parties are unable to resolve their dispute in a reasonable amount of time, but no less than forty five (45) days from the non-breaching party’s written notice and description of breach to the other party, then the parties shall exclusively submit such dispute for binding determination before an arbitrator. The arbitrator(s) will be selected by “ADR.org”.
10.2 Governing Law and Jurisdiction. Client agrees that by conducting business with AE any legal action beyond arbitration will be guided by the laws of and take place in Los Angeles, CA; and the Client agrees to reimburse AE or any representative we may appoint for any legal expenses your actions may make us incur.

11. General

Except as provided herein, no modification of this Agreement shall be binding unless in writing and signed by You and an employee of AE of the Vice President level or above. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. No party shall be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond the party’s reasonable control, including without limitation, acts of God, any governmental body or failure of software or equipment of third parties. All rights and remedies hereunder are cumulative. This Agreement and any exhibits attached hereto constitute the entire agreement between You and AE with respect to the subject matter hereof.