TERMS & CONDITIONS

TERMS OF SERVICE

This Terms of Service (“TOS”) constitutes a valid and binding agreement between Review Mojo, Inc., a California corporation (“Review Mojo,” “We,” “Us,” or “Our”) and YOU (“YOU,” or “YOUR”).

THE REVIEW MOJO. SERVICES PROVIDED HEREUNDER AND AS OUTLINED ON THE ORDER FORM(S) ARE INTERNET MARKETING SERVICES, WHICH MAY INCLUDE SEARCH ENGINE OPTIMIZATION (“SEO”), PAY PER CLICK CAMPAIGNS, SOCIAL MEDIA MARKETING, VIDEO OPTIMIZATION, MOBILE MARKETING, CONVERSION OPTIMIZATION, REPUTATION MANAGEMENT, EMAIL MARKETING, BRAND DEVELOPMENT AND OTHER RELATED SERVICES OFFERED FROM TIME TO TIME (COLLECTIVELY, THE “SERVICES”). SEVERAL OF THE SERVICES, INCLUDING THE SEO SERVICES, ARE INTENDED TO INCREASE THE SEARCH ENGINE PLACEMENT OF YOUR WEBSITE THROUGH TARGETED THIRD PARTY SEARCH ENGINES AND INCREASE USER TRAFFIC (“TRAFFIC AND PLACEMENT”) TO YOUR WEBSITE (YOUR “SITE”). BY CLICKING THE “I AGREE” BUTTON AND ELECTRONICALLY SIGNING THE AGREEMENT, YOU HEREBY ACKNOWLEDGE AND UNDERSTAND THAT INCREASED TRAFFIC AND PLACEMENT IS DEPENDENT ON SEVERAL VARIABLES OUTSIDE OF Review Mojo’ CONTROL AND INCREASED TRAFFIC AND PLACEMENT IS NOT GUARANTEED. FURTHER, OUR PROVISION OF THE SERVICES DEPENDS GREATLY UPON YOUR PARTICIPATION IN A TIMELY AND EFFECTIVE MANNER (I.E., REVIEWING AND SIGNING OFF ON KEY WORDS, PROVIDING WEBSITE LOGIN INFORMATION, REVIEWING CONTENT, CONSULTING ON WEBSITE CHANGES, IMPLEMENTING OUR SUGGESTIONS, ETC.). YOUR FAILURE TO PARTICIPATE IN OUR PROVISION OF THE SERVICES MAY DELAY OR PREVENT US FROM PROVIDING THE SERVICES TO YOU. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PARTICIPATE IN OUR PROVISION OF THE SERVICES OR THE RESULTING IMPACT THAT THIS WILL HAVE ON OUR SERVICE DELIVERY, RANKING IMPROVEMENTS OR WEB TRAFFIC RESULTS. YOUR TRAFFIC AND PLACEMENT MAY DECREASE DURING THE PROVISION OF THE SERVICES BY US, WHICH MAY OR MAY NOT BE CAUSED BY OR RELATED TO THE SERVICES. YOU HEREBY DISCLAIM ANY AND ALL LIABILITY TO Review Mojo FOR ANY DECREASE IN THE TRAFFIC AND PLACEMENT OF YOUR SITE OR ANY OF THE FOLLOWING RISKS, WHICH ARE ALL RISKS INHERENT IN THE PROVISION OF SEO SERVICES (“INHERENT RISKS”):

”              Search engine companies (e.g., Google, Yahoo, Bing, etc.) (the Search Engines””) change algorithms from time to time (the “”Algorithms””) in order to improve search relevancy. Changes to such Algorithms can dramatically affect YOUR Site’s Traffic and Placement, and while We use reasonable efforts to account for such changes, We cannot control, predict or always address decreases in YOUR Site’s Traffic and Placement resulting from such modifications to the Algorithms by the Search Engines. We are in no way affiliated with the Search Engines and We in no way influence or control the Search Engine’s decisions associated with their Algorithms.”

”              Search Engines often times employ certain policies intended to discourage certain SEO activities (the Policies””). A Site’s single or repeated violation of these Policies can result in certain disciplinary actions, up to and including delisting from the Search Engines’ results (“”Penalties””). Additionally, Policies change from time to time, which could result in certain Penalties with or without prior notice from the Search Engines. YOU acknowledge that by entering into this Agreement and contracting with Review Mojo for the provision of the SEO Services, YOUR Site may be subject to Penalties, up to and including delisting from the Search Engines due to the SEO activities hereunder. Such Penalties may result in a substantial reduction in YOUR Site’s Traffic and Placement and are not under Our direct control.”

”              Changes to the Algorithms and Policies are not always provided with notice or adequate time for Review Mojo to adjust the SEO Services in order to prevent a temporary or permanent reduction in YOUR Site’s Traffic and Placement. Additionally, competitive actions of third parties and changes in keyword popularity can rapidly affect the Traffic and Placement of YOUR Site. These variables could lead to unpredictable fluctuations in YOUR Site’s Traffic and Placement, which We anticipate could affect YOUR Site on an ongoing basis.

”              Increased Traffic and Placement in no way guarantees that YOU will derive increased sales, revenue or sales conversions from YOUR Site, or that such increased user traffic will represent the quality of customer or target audience YOU are trying to reach. Such increases are largely dependent on the content of YOUR Site, the products and/or services YOU are providing, and other quantifiable and unquantifiable factors not under Our control. We will use reasonable efforts to increase YOUR Site’s Traffic and Placement, but in no way guarantee that YOU will derive increased sales, revenue or sales conversions as a result of Our SEO Services or any other Services hereunder.

  1. Order Process. From time to time, We may provide YOU an order form outlining the terms by which We will provide the Services to YOU for YOUR Site (Order Form(s)””) via a link provided by email along with these TOS. Such Order Form(s) shall specify the Site, the Services provided, the fee breakdown, the Term and Commitment of the applicable Order Form(s), the Payment Method, and any other relevant business terms related to Our provision of the Services under the applicable Order Form(s). The Order Form(s) shall become binding upon YOUR acceptance of the Agreement by clicking the “”I Agree”” button and electronically signing the Agreement. The parties may enter into additional Order Form(s) from time to time by undertaking the same process. Such Order Form(s) shall be subject to the terms and conditions of this TOS, and by agreeing to the provision of Services under any such Order Form(s), YOU are agreeing to the unmodified terms outlined in this TOS or a future updated versions of this TOS provided with future Order Form(s). Should any of the terms or provisions in the Order Form(s) and the TOS conflict, the terms of the TOS shall control.”

2              License. Subject to the terms and conditions of this Agreement, YOU authorize Review Mojo to provide the Services under the terms and conditions outlined in the Order Form(s). Further YOU grant Review Mojo during the Term, a royalty free, worldwide, sublicensable, non-exclusive license to utilize, market, display, perform, transmit, modify, develop, distribute and promote YOUR trademarks, logos, copyrighted materials and keywords (the “Marks”), as such Marks are provided by YOU to Us or incorporated on the Site, for the sole purposes of providing the Services hereunder. Additionally, YOU grant to Review Mojo the right to (a) refer directly or indirectly to YOU or the transaction contemplated in this Agreement, in any advertisement, news release or other publication of Review Mojo for the purpose of publicizing the activities hereunder and/or Our relationship with YOU and (b) to use the Marks for display on Our corporate web site for Our promotional purposes.

3              Payment.

3.1.         YOU must have a current valid accepted payment method as indicated during acceptance of the Order Form(s) (“Payment Method”), to sign up for Our provision of the Services. To the extent that the Services YOU order only require one-time payments, We will bill YOUR Payment Method upon YOUR acceptance of the applicable Order Form(s). Such charges are fully earned upon payment. YOUR failure to respond to any of Our requests that leads to Our inability to deliver the Services hereunder or delay in delivering the Services shall not entitle YOU to a refund for Our subsequent non-delivery or late delivery of the Services and We shall not be liable to YOU for any such failure.

3.2.         To the extent the Services YOU order has reoccurring charges as outlined on the Order Form(s), the following terms outlined in this Section 3.2 shall apply. We will begin billing YOUR Payment Method for monthly fees as specified on the applicable Order Form(s). We will continue to bill YOUR Payment Method on a monthly basis for the Services until YOU cancel. YOU may cancel the Services at any time after the applicable Commitment specified on the Order Form(s) as outlined in Section 8 hereof; however, there are no refunds or credits for partially used periods or any partially used Commitment(s). YOU are expressly agreeing that We are authorized to charge YOU a monthly fee as specified on the Order Form(s) to the Payment Method YOU provided during acceptance of the Order Form(s) (or to a different Payment Method if YOU change YOUR Payment Method by contacting Us). Please note that prices and charges listed on Our website(s) or the Order Form(s) are subject to change with notice. As used in this TOS, “billing” shall indicate either a charge or debit, as applicable, against YOUR Payment Method. We automatically bill YOUR Payment Method each month on the calendar day corresponding to the commencement of Our provisions of the Services. Such charges are fully earned upon payment. YOU acknowledge that the amount billed each month may vary for reasons that may include differing amounts due to promotional offers, and YOU authorize Us to charge YOUR Payment Method for such varying amounts. If YOUR Payment Method reaches its expiration date and YOU do not change YOUR Payment Method by contacting Us or cancel Our Services pursuant to Section 8 of this TOS, YOU authorize Us to continue billing that Payment Method and YOU remain responsible for any uncollected amounts. YOU must cancel Our Services before the Service period renews each month in order to avoid billing for the next month’s Services to YOUR Payment Method (except during a Commitment, which can only be terminated pursuant to Section 8).

3.3.         For certain Payment Methods, the issuer of YOUR Payment Method may charge YOU a foreign transaction fee or related charges. Check with YOUR bank and credit card issuers for details. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. YOU ARE FULLY LIABLE FOR ALL CHARGES RELATED TO THE SERVICES YOU ORDER, INCLUDING ANY UNAUTHORIZED CHARGES. YOU ACKNOWLEDGE THAT Review Mojo IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON. At any time, and for any reason, We may provide a refund, discount, or other consideration to some or all of Our customers (“Credits”). The amount and form of such Credits, and the decision to provide them, are at Our sole and absolute discretion. The provision of Credits in one instance does not entitle YOU to Credits in the future for similar instances, nor does it obligate Us to provide Credits in the future, under any circumstance.

Representations and Warranties.  YOU represent and warrant that: YOU have not entered into, and will not enter into, any oral or written agreement in conflict herewith; the Marks and any materials or information available through the Site do not and will not infringe any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity); YOU hold the necessary rights to permit the use of the Marks and Site by Review Mojo for the purpose of this Agreement, including without limitation, that YOU are the owner of the copyright in the Marks and Site or otherwise have received from the copyright owner or the publisher of the Marks and Site the right to promote, distribute and/or display, and otherwise exploit the Marks and Site in the manner contemplated by this Agreement; YOU will not use the Services provided hereunder to transmit or promote information on the Site or otherwise that: (i) is defamatory, harmful, abusive, obscene or hateful; (ii) performs any unsolicited commercial communication not permitted by applicable law; (iii) constitutes harassment or a violation of privacy or threatens other people or groups of people; (iv) is harmful to children in any manner; (v) violates any applicable law, regulation or ordinance; (vi) makes any false, misleading or deceptive statement or representation or (vii) constitutes phishing, pharming or impersonates any other person, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); and YOU will not use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan-horse routing, trap door, time bomb or any other codes, instructions or third-party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble property or information of end users through or in association with the Site or exploit the Service for such purpose.

Ownership. Review Mojo retains all right, title and interest in and to Review Mojo’ algorithms, business practices, computer programs, flowcharts, schematics, techniques, know-how, methods, processes, and procedures, whether used to provide the Services hereunder or not, and related information, improvements, enhancements or derivatives thereto (the “Processes”) and ownership of all intellectual property rights pertaining thereto, in whole or in part, shall be, vest with, and remain the exclusive property of Review Mojo. YOU shall not be an owner of any copies of, or have any interest in the Processes that may be used. All right title and interest in the Marks and the Site will remain the exclusive property of YOU or YOUR licensor, and Review Mojo claims no copyright or other proprietary right in the Marks or the Site.

6              Indemnification. YOU agree to indemnify, hold harmless and defend Review Mojo and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, business partners and licensors (collectively, the “Indemnified Parties”) at YOUR expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by Review Mojo arising out of or relating to (a) YOUR violation or breach of any term of this Agreement, (b) the Marks, (c) the Site, (d) the Services, provided such liability does not arises from Our gross negligence or willful misconduct in providing the Services, (e) the Inherent Risks and (f) any claim related to YOUR products or services or arising from personal injury, including death, to any person or from property damage occurring by reason of defect in YOUR products or services or by reason of the neglect, omission, commission or fault of YOU.

7              Disclaimer of Warranty and Limitation of Liability.

7.1.         Warranty Disclaimer. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Review Mojo MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF THE PERFORMANCE OF THE SERVICES OR INFORMATION PROVIDED HEREUNDER. USE OF THE SERVICES IS AT YOUR SOLE RISK, INCLUDING THE INHERENT RISKS OUTLINED ABOVE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Review Mojo SPECIFICALLY PROVIDES NO WARRANTY OR GUARANTY OF ANY KIND THAT (I) YOU OR YOUR SITE WILL RECEIVE ANY TYPE OF GUARANTEED BENEFIT FROM THE USE OF THE SERVICES; OR (II) YOUR USE OF THE SERVICES WILL INCREASE OR IMPROVE THE TRAFFIC OR PLACEMENT OF YOUR SITE, THE TRAFFIC QUALITY TO YOUR SITE, OR REVENUES DERIVED THEREFROM.

 

7.2          TO THE MAXIMUM EXTENT PERMITTED BY LAW, Review Mojo, ITS AFFILIATES, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, MANAGERS, SHAREHOLDERS, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) SHALL NOT BE LIABLE TO YOU UNDER ANY TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER THEORY IN EQUITY OR IN LAW FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT EVEN IF Review Mojo AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF Review Mojo OR ANY OF THE RELATED PARTIES EXCEED THE AMOUNT THAT YOU PAID TO US OR OUR DESIGNEES DURING THE ONE (1) MONTH PRIOR TO THE TIME THE CAUSE OF ACTION GIVING RISE TO LIABILITY AROSE.

8              Term & Termination:

9              This Agreement will take effect on the date YOU accept an Order Form(s) and the TOS and will continue in effect unless terminated earlier pursuant to this Section (the “Term”). This Agreement may be terminated by YOU by providing fifteen (15) days prior written notice to Review Mojo at info@reviewmojo.co or sent to Review Mojo, Inc., 21550 Oxnard St., Ste #995, Woodland Hills, CA 91367, unless YOU have outstanding commitment period(s) for YOUR payment of Services as specified on the Order Form(s) (“Commitment”), in which case YOU may terminate at the end of such Commitment or after such Commitment by providing fifteen (15) days prior written notice. Additionally, YOU may terminate during any such Commitment only by providing fifteen (15) days prior written notice and immediately paying Review Mojo all amounts due under the Agreement through the relevant Commitment(s). Review Mojo may terminate this TOS and/or any Order Form(s) at any time, with or without cause, including during the Commitment, by providing notice to YOU. Notwithstanding termination or expiration of this Agreement, YOUR disclaimers of liability at the beginning of this TOS and Sections 3, 4, 5, 6, 7, 8, 9, 10, and 11 shall survive. Termination shall be in addition to any rights and remedies available to either party at law or equity or under this Agreement. Upon such termination of this Agreement, all amounts due to Review Mojo hereunder from YOU shall become immediately due and payable.

9.1.         Arbitration Procedures. YOU and Review Mojo agree that, except as provided in Section 9.4 below, all disputes, controversies and claims related to this Agreement (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in this TOS. In the event of a conflict between the terms set forth in this Section 9 and the JAMS Rules, the terms in this Section 9 will control and prevail.

Except as otherwise set forth in Section 9.4, YOU may seek any remedies available to YOU under federal, state or local laws in an arbitration action. As part of the arbitration, both YOU and We will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in this TOS, (i) YOU and Review Mojo may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.

BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND Review Mojo WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

9.2.         Location. The arbitration will be conducted in Los Angeles County, California, unless the parties agree to video, phone and/or internet connection appearances.

9.3.         Limitations. YOU and Review Mojo agree that any arbitration shall be limited to the Claim between Review Mojo and YOU individually. YOU AND Review Mojo AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

9.4.         Exceptions to Arbitration. YOU and Review Mojo agree that any Claim seeking to enforce or protect, or concerning the validity of, any of YOUR or Review Mojo’ copyrights, trademarks, or patents and any claim for equitable relief related to such Claims are not subject to the above provisions concerning negotiations and binding arbitration.

10           Non-Solicitation. YOU agree that during the Term of this Agreement and for a one (1) year period after expiration or termination of this Agreement, YOU will not (1) directly or indirectly solicit, induce, encourage or attempt to solicit or induce any Review Mojo employee to discontinue his or her employment with Review Mojo; (2) usurp any opportunity of Review Mojo that YOU become aware of during the Term of this Agreement or which is made available to YOU on the basis of YOUR relationship with Review Mojo; or (3) directly or indirectly interfere with, solicit, induce or attempt to influence any person or business that is a customer or business partner of Review Mojo, except for the benefit of Review Mojo.

11           Additional Terms and Conditions.  This TOS may be amended only by a writing executed by both Parties unless modified from time to time by Review Mojo and provided with new or modified Order Form(s). The next time YOU modify the terms of Order Form(s) or enter into new Order Form(s), YOU may be prompted to agree to or decline an updated version of this TOS. YOU must agree to all revisions to the TOS if YOU want Review Mojo to continue providing the Services under any Order Form(s). If YOU agree to such modifications to the TOS, YOU agree that such modified TOS shall apply to all prior and current Order Form(s) between YOU and Review Mojo, including Order Form(s) that have expired or terminated to the extent applicable. This TOS shall be is governed by, and will be construed under, the laws of the United States of America and the laws of the State of California, without regard to choice of law principles. Except as provided in Section 9 above (and claims proceeding in any small claims court), all disputes arising out of or related to Our provision of the Services or claims arising out of YOUR Site shall be subject to the exclusive jurisdiction of the state and federal courts located within Los Angeles County, California and YOU agree to submit to the personal jurisdiction and venue of such courts. This Agreement constitutes the entire, final and integrated agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings and communications, whether oral or written, between the Parties relating to the subject matter hereof. YOU agree that no joint venture, partnership, employment, or agency relationship exists between YOU and Review Mojo as a result of this Agreement or YOUR use of the Service. This Agreement shall not be assigned (by operation of law or otherwise) or transferred in any manner by YOU without the prior written consent of Review Mojo. YOU shall comply with the U.S. Export Administration Laws and Regulations and shall not transfer, export or re-export to any embargoed countries or denied persons or prohibited entities any information received from any disclosure made by Us hereunder or the direct product thereof. If any part of this Agreement is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Agreement shall be given full force and effect. YOU acknowledge that a breach of this Agreement would cause irreparable injury to Review Mojo for which monetary damages are not an adequate remedy. Accordingly, We shall be entitled to seek injunctive relief and other equitable remedies in the event of such breach. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by Us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Neither Review Mojo nor its affiliates shall be responsible or liable for delays to perform hereunder due to strikes, lockouts, embargoes, labor problems, fuel or power shortages, fire, floods, accidents, civil disturbances, war, acts of God, or other cause beyond their control.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS TOS AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO UTILIZE THE SERVICES, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS.