TERMS AND CONDITIONS

BEDROCK SEO MONITORING TERMS AND CONDITIONS

THESE ARE THE TERMS OF OUR AGREEMENT WITH EACH OTHER. ALL OF IT IS IMPORTANT SO TAKE A FEW MINUTES TO READ IT CAREFULLY. BY ENROLLING AND USING BEDROCK’S SEO MONITORING SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS AND CONDITIONS. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. YOU UNDERSTAND THAT BY USING THE SERVICES AND/OR THIS WEBSITE, YOU ARE PROVIDING “WRITTEN INSTRUCTIONS” TO BEDROCK MARKETS INC AND ITS EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, CONTRACTORS, DATA SOURCES AND SUPPLIERS, TO PROVIDE SEO MONITORING TO YOU IN THE FORM OF A MONTHLY PDF SNAPSHOT REPORT AND SPECIFIC RECOMMENDED ACTION ITEMS THAT ARE INTENDED TO IMPROVE YOUR GOOGLE AUTHORITY AND INCREASE YOUR SITES RANKING IN THE MAJOR SEARCH ENGINES.

1. TERMS OF USE

Notice: Your use of this service means that you have accepted these terms in their entirety. If you do not agree with these terms in their entirety, please terminate the service. These Terms and Conditions (this “Agreement” or “Terms of Use”) identifies what you can expect from Bedrock Markets Inc. (“Bedrock”) and what Bedrock expects from you. These Terms and Conditions apply to your purchase of SEO Monitoring services offered or provided by Bedrock and govern the relationship between Bedrock and you, even if you have agreed to other or conflicting terms and conditions of third parties associated with this business relationship or the provision of such services and/or products.

2. INTRODUCTION

Please read the following information carefully before using any of the products or services (the “Services”) provided by this Web site (this “Site”). By accessing or using any of the Services, you acknowledge that you have read, understood, and agree to these Terms of Use and to follow all applicable laws and regulations. If you do not agree with the Terms of Use, do not use the Services. We reserve the right, in our sole discretion, to modify or update these Terms of Use at any time without prior notice to you, which modifications and/or updates will be binding on you, except to the extent where prior notice of material changes is required by law in which instance written notice will be provided in accordance with applicable law, and we may refuse to provide you the Services for any reason or no reason at all. Please check the Terms of Use each time you visit this Site for the most current information.

3. PRIVACY AND INFORMATION SHARING

Since it affects your use of the Services, please review our Privacy Policy and Terms of Use. We collect, use and disclose information about your URL as provided in our Privacy Policy here. Our Privacy Policy is located on the Site and is incorporated into this Agreement, and you agree to accept the terms of the Privacy Policy as a condition to your acceptance of this Agreement. You acknowledge that Bedrock is providing the Services to you.

4. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

1. NOTHING IN THESE TERMS OF USE, INCLUDING SECTIONS 4 AND 5, SHALL EXCLUDE OR LIMIT OUR WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

2. OUR SITE, INCLUDING ALL CONTENT, MEMBERSHIPS, PRODUCTS AND SERVICES MADE AVAILABLE ON OR ACCESSED THROUGH THIS SITE, IS PROVIDED TO YOU “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER BEDROCK NOR ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER AS TO THE CONTENT, PRODUCTS OR SERVICES AVAILABLE ON OR ACCESSED THROUGH THE SITE, THAT A USER WILL HAVE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR SITE, MEMBERSHIPS, PRODUCTS OR SERVICES OR THAT OUR SITE, MEMBERSHIPS, PRODUCTS OR SERVICES WILL BE ERROR-FREE. IN ADDITION, BEDROCK AND ITS AFFILIATES AND OUR THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND INFORMATIONAL CONTENT. THEREFORE, YOU AGREE THAT YOUR ACCESS TO, AND USE OF, OUR SITE, MEMBERSHIPS, PRODUCTS, SERVICES AND/OR CONTENT ARE AT YOUR OWN RISK. BY USING OUR SERVICES AND OUR SITE, YOU ACKNOWLEDGE AND AGREE THAT NEITHER BEDROCK NOR ITS AFFILIATES OR SERVICE PROVIDERS OR SUPPLIERS HAVE ANY LIABILITY TO YOU (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF OUR SITE, CONTENT, MEMBERSHIPS, PRODUCTS OR SERVICES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING LIABILITY ASSOCIATED WITH ANY VIRUSES WHICH MAY INFECT YOUR COMPUTER EQUIPMENT.

3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, OR THROUGH OR FROM THE SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

5. LIMITATION OF LIABILITY

1. SUBJECT TO SECTION 4 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR SUBSIDIARIES AND AFFILIATES, AND OUR THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS SHALL NOT BE LIABLE TO YOU FOR: 1. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; OR

2. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

1. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES OR SITE;

2. ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

3. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;

4. YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; OR

5. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

3. THE LIMITATIONS ON OUR LIABILITY TO YOU IN SECTION 4 ABOVE SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

6. PAYMENT AND BILLING

In the event that we bill you directly, you agree that you will make any required payments to us on a timely basis on a monthly or annual basis (as determined by you when you enroll). You authorize us to bill your credit card or other account that you have designated, unless you tell us in advance to cancel your order. In the case of direct payment, you authorize us to:

(1) charge your credit card,

(2) automatically charge your credit card on a monthly or annual basis for your recurring monthly or annual renewals, as the case may be, and

(3) obtain automatic updates for any expiring credit cards you have provided Bedrock. Monthly or annual fees and renewal fees will be billed at the rate agreed to upon purchase. At cancellation, your Bedrock account will be de-activated and you will no longer be able to log into our Site and/or have any access to the Services. Except in the case of annual subscription commitments you have agreed to, which shall be nonrefundable, as permitted by law, if you cancel, you agree that fees for the first month of Service and any start-up costs associated with setting up your account (“Start-up Costs”) shall be nonrefundable, as permitted by law. With the exception of any subscription commitments agreed by you, if you paid fees in advance for any period longer than one month, then you may, with the exception of fees for the first month of Service and any Start-up Costs, obtain a refund on a pro rata basis for the period remaining after you cancel.

7. INTERNATIONAL USE

Because you can access this Site and use the Services internationally, you agree to follow all local rules about the Internet, data, e-mail, and privacy. Specifically, you agree to follow all laws that apply to transmitting technical data exported from the United States or the country of your residence.

8. APPLICABLE LAW

We perform the Services through our corporate headquarters located in the State of California. This Agreement shall be governed, interpreted, and enforced according to the laws of the State of California, regardless of California conflict of laws. Subject to Section 9 below (which provides for arbitration of claims between us to the maximum extent possible), you irrevocably and unconditionally consent and submit to the exclusive jurisdiction of the federal and state courts located in Butte County, California for any dispute or litigation arising out of, relating to, or the use or purchase of Services from Bedrock.

9. ARBITRATION

Not withstanding any other agreement to arbitrate or other agreement between you and any third party associated with this relationship or the provision of the Services, both Bedrock and you agree that any dispute, controversy or claim arising out of, or relating to this Agreement or the relationship contemplated hereby, or any interpretation, construction performance or breach of this Agreement or the Services provided by Bedrock shall be settled by confidential arbitration, in accordance with the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules (including without limitation the Supplementary Procedures for Consumer Related Disputes) as then in effect. The arbitrator may grant injunctions or other relief in such dispute or controversy. A single arbitrator with knowledge of electronic commerce will conduct the arbitration and the parties will mutually agree upon such arbitrator. In the event that the parties have not agreed upon an arbitrator within thirty (30) days of the date of the notice of intention to arbitrate, the arbitrator will be selected by AAA from its list of arbitrators. The arbitrator will conduct a single hearing no longer than one day in duration for the purpose of receiving evidence and will, if practicable, render a decision within fifteen (15) days after the conclusion of the hearing. The decision of the arbitrator will be final, conclusive and binding on all the parties to the arbitration. Judgment may be rendered on the arbitrator’s decision in any state or federal court. Although the cost of the filing fee for the arbitration will be borne equally by you and Bedrock, all other expenses of the arbitration will be paid by the party who incurred them. In addition to, and separate and apart from, the above agreement to arbitrate, you also agree that you will not participate in any way in any class action in connection with any dispute, controversy or claim, either as a class representative plaintiff or as a member of a putative class.

10. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS BEDROCK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS AND ANY THIRD PARTY PROVIDERS OF INFORMATION OR SERVICES TO THE SITE FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THESE TERMS OF USE OR YOUR VIOLATION OF APPLICABLE LAWS, RULES OR REGULATIONS. IN THE EVENT THAT WE ARE SUBJECT TO ANY CLAIM FOR WHICH WE HAVE THE RIGHT TO BE INDEMNIFIED BY YOU, WE WILL HAVE THE RIGHT TO, AT YOUR EXPENSE, ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY SUCH CLAIM, AND YOU WILL NOT IN ANY EVENT SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

11. TERMINATION OF RELATIONSHIP

1. These Terms of Use will continue to apply until terminated by either you or us as set out below.

2. If you want to terminate your legal agreement with us, you may do so, with or without cause, by notifying us at any time by calling 888-363-3377.

3. We may at any time terminate our legal agreement with you with or without cause (and for any or no reason).

We may also terminate our legal agreement with you if, among other reasons:

1. you have breached any provision of the Terms of Use (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms of Use);

2. we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

3. the provision of the Services to you by us is, in our opinion, no longer commercially viable.

4. If we terminate your Service without cause, Bedrock will refund to you a pro rata portion of any fees already paid directly to Bedrock for the Services that have yet to be provided. If this Agreement has not been terminated, it shall continue indefinitely, and you shall pay the corresponding fees for the Services.

12. MISCELLANEOUS

1. No waiver of any breach of any provision of these Terms of Use or of any agreement with us will constitute a waiver of any prior, concurrent, or subsequent breach of the same or other provisions. All waivers must be in writing. If any court of competent jurisdiction finds any part or provision of these Terms of Use or of any other agreement between you and us to be invalid or unenforceable, such findings will have no effect on any other part or provision of these Terms of Use or any other agreement between you and us. All waivers must be in writing.

2. We are not responsible for delay or failure to perform due to causes beyond our reasonable control.

3. The Terms of Use constitute the whole legal agreement between you and us and govern your use of the Services (but excluding any services which we may provide to you under a separate written agreement), and completely replace any prior agreements between you and us in relation to the Services.

4. Except as otherwise provided, we may send any notices to you to the most recent e-mail address you have provided to us.