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SEO Services Terms and Conditions

1. Termination. Customer may not terminate this Agreement during the SEO Term. Any termination of this Agreement by Customer must be in writing and signed by an authorized representative of Customer and faxed to (917) 591-8537 or e-mailed to contracttermination@yodle.com. If Customer breaches any provision of this Agreement, Yodle will notify Customer of such breach, and Yodle may suspend or terminate Customer’s Services. If such breach is capable of being cured, Customer will have 10 days to cure such breach; provided that Yodle is not required to provide an opportunity to cure if Customer subsequently commits the same breach. If such breach cannot be cured or is not cured within the cure period, if any, Yodle may terminate this Agreement and/or pursue all other available remedies, including recovery from Customer of Yodle’s costs and attorneys fees incurred in pursuing such remedies. Notwithstanding the foregoing, Yodle may terminate the Services at any time in its discretion without cause, with a refund only of any prepaid but unapplied fees, if any. The provisions of Paragraphs 2-7 and this sentence survive the termination of this Agreement.

2. Fees and Payment. Customer will pay Yodle all amounts due under this Agreement, and Customer hereby authorizes Yodle to charge the credit card or other payment method provided. All amounts due are automatically charged monthly in advance, and are not refundable except as set forth in Paragraph 1. If Yodle does not receive timely payment of any amount due under this Agreement, Customer agrees to pay all amounts due on the account upon demand and will reimburse Yodle for all charges and fees Yodle incurs in collecting payment.

3. Ownership. Yodle owns any content or technology it provides to Customer, and Yodle may use any data generated from the Services and may disclose this data for any purpose on an anonymous basis.

4. Indemnification. Customer agrees to indemnify and hold harmless Yodle, its successors, officers, directors, employees, designees and agents from and against any and all claims, actions, demands, costs, liabilities and expenses (including reasonable legal and accounting fees) arising or resulting from Customer’s website.

5. DISCLAIMERS. THE SERVICES ARE PROVIDED "AS IS" AND YODLE MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OR OTHERWISE WITH RESPECT TO THE SERVICES OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF.

6. LIMITATIONS. YODLE WILL NOT BE LIABLE TO CUSTOMER (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM CUSTOMER’S RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING COST OF COVER, LOST REVENUES OR PROFITS OR LOSS OF BUSINESS OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER YODLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR KNEW OF THE POSSIBILITY THEREOF. IN ANY EVENT, YODLE’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO YODLE HEREUNDER WITHIN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

7. General. This Agreement (a) shall be governed by the laws of the State of New York (other than the conflicts of laws provisions thereof) and Customer hereby consents to the jurisdiction of the Federal or state courts in New York County, and waives any jurisdictional, venue or inconvenient forum objections thereto, (b) may be amended only by a writing signed by both parties and (c) constitutes the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties with respect to the subject matter hereof. The parties' rights and obligations will bind and inure to the benefit of their respective successors and assigns. These terms shall be severable and construed to the extent of their enforceability in light of the parties' mutual intent. Customer expressly agrees that any varying or additional terms contained in any purchase order or any other written notification or document issued by Customer in relation to the Services shall be of no effect and is accepted for administrative convenience only.