Introduction

We are Hello SEO, with offices in Florida, United States (the “Service Provider,” “Provider,” “Hello SEO,” “we,” “us”). Our email address is info@HelloSEO.com. We and some of Our Representatives operate a range of websites, including Our Websites that list the products and services which we offer for sale to businesses.

These Hello SEO Digital Products and Services Terms and Conditions apply to sales of our digital products and services, including Hello SEO. We use the words “Service” and “Services” to refer to any or all such products and services.

You will need to accept the Terms before you order our Services. If you do not accept the Terms, you will not be able to order any Services from us. You should print a copy of the Terms, or save them to your computer, for future reference.

General Terms 

1. Definitions and interpretation

When the following words with capital letters are used in the Terms, this is what they mean:

“Agreement” means the Service Description, the Service Pricing, the Confirmation of Order and the Terms.

“Client” means “you,” the customer, “user,” “service recipient,” and/or “product recipient.”

“Charges” means the amounts payable by the Client to the Provider under or in relation to this Agreement and/or the Contract Documents (including expenses).

“Services” means the services required under or in connection with this Agreement and/or the Contract Documents.

“Term” means the term of this Agreement, and

1.1 How the Contract is Made between You and Hello SEO

(a) Please take the time to read and check your Order before you submit it to us.

(b) Your Order will not be accepted until we send you a Confirmation of Order. Once we send you a Confirmation of Order, the Agreement between us will be made. If you have placed an order for the Services with the help of our telephone sales team then once we provide you with the Confirmation of Order.

(c) If we are unable to supply you with a Service, for example because that Service is no longer available, we will inform you of this by email and we will not process your Order. If you have already paid for the Services, we will refund you the full amount as soon as possible.

(d) Some of our Services give you the option to upgrade or downgrade to a different version of that Service. If you want to upgrade or downgrade any Service that you have bought from us, you will need to follow the instructions in the relevant Services Terms. This also applies where we give you the option to upgrade from a Free Service to a full version of that Service. Please note that we do not offer upgrades and downgrades for all of our Services. We will try to make your upgrade or downgrade effective as soon as possible, but you agree that this may not happen until the start of a future Service Month.

(e) If any of the various parts of the Agreement is inconsistent with any of the other parts of the Agreement, the following order of priority will apply: (i) Confirmation of Order; (ii) Service Terms; (iii) General Terms; (iv) Additional Terms; (v) Service Description; and (vi) Service Pricing.

2. Term  

(a) The Agreement will begin on the date that we send the Confirmation of Order (“Effective Date”).

(b) If there is a minimum term requirement for a Service, this will be set out in the Service Terms and will be confirmed to you in the Confirmation of Order (“Minimum Term”). The Minimum Term, if any, begins on the date your digital products or services begin (“Start Date”). Your Services will continue on a month-to-month basis after the end of the Minimum Term, unless otherwise specified in the Service Terms, until cancelled by us or you. If there is no Minimum Term, your Services begin on the Start Date and continue on a month-to-month basis until cancelled by us or you. Each of these monthly periods will be known as a “Service Month”. By way of example, if the Start Date were April 11th, the first Service Month would run from April 11 to May 4 and the second Service Month would run from May 5 to June 4.

3. Our Services

(a) In return for the Fees, we will provide you with access to and use of the Services that you have bought.

(b) We try to perform the Services as described in the corresponding Service Descriptions.

(d) Some of our Services rely on third parties, for example Google™, Amazon™, Apple™, Samsung™, or Microsoft™, to do certain things. You acknowledge that:

(i) we may not be able to provide a particular Service feature where you do not meet criteria set down by a relevant third party;

(ii) we do not have any control or exercise influence over the third party’s own services; and

(iii) a third party’s service may stop or change from time to time. You acknowledge that these are Events Outside Our Control and that neither we, nor Our Representatives will be responsible for any impact these events may have.

(e) Some of our Services give you the option to use third party tools, widgets or Content, for example Google Maps™. If you use or add third party tools, widgets or Content then you agree that this use is subject to the terms and conditions of those third parties and that we are not responsible for the performance or non-performance of any third-party tools, widgets or Content.

(f) Where a Service feature involves setting up an account or setting up or administering a page or pages on a third-party website, you acknowledge that:

(i) where necessary, we are authorized to set up an account on your behalf;

(ii) we are authorized to administer the account, page or pages on your behalf; and/or access/manage your accounts, including your Google account. If you do not provide such authorization, we will not be able to complete this Service with respect to your Google page, or with respect to other third-party sites requiring you to provide similar authorization.

(ii) you are authorized and grant us permission to display all Content on the pages or account.

4. Changes to the Services and Terms

(a) We are always working to improve the Services and may change the Services or stop providing parts of the Services from time to time. This may be for a number of reasons, for example where changes are necessary because of a change in Laws or are desirable to keep up with developments in technology, or where things happen that make it unwise or difficult to continue to provide a Service in its current form. In the unlikely event that we think that the change is likely to have a serious detrimental effect on you or the business you represent, we will tell you about the change either by email or when you next log into the Services.

(b) When we notify you of a change to the Terms or the Services, the change will take effect not until at least seven (7) days after the date we notified you of the change. If we do not hear from you we will assume that you are happy with the change.

5. Legality and Liability

5.1 The Client shall not use the Website to host, store, send, relay or process any material, or for any purpose, which:

(a) is unlawful, illegal, fraudulent, or which breaches any applicable laws, regulations or legally binding codes;

(b) infringes any third-party rights; or

(c) may give rise to any form of legal action against the Provider or the Client or any third party.

5.2 The Client warrants that any and all marketing lists (including, without limitation, email marketing lists) provided by or on behalf of the Client to the Provider in connection with this Agreement and/or the Contract Documents are collected and collated in accordance with all applicable laws and regulations, and that Provider may use any such lists for the purposes of the Services.

5.3 In no event shall Provider, its employees, consultants, officers, directors, members, and/or agents be liable for any loss, direct or consequential damage, cost, expense, claim, or other liability of any kind whatsoever (including, without limitation, lost profits, lost revenue, and/or attorney fees), whether caused by, arising out of, resulting from, or occurring in whole or in part due to some negligent act of Provider. In no event shall Provider’s total cumulative liability (including, without limitation attorney’s fees) for any claims in connection with this Agreement and/or the Contract Documents exceed the fees paid to Provider for or otherwise in connection with the Services.

6. Intellectual Property Rights

6.1 Client grants to the Provider a non-exclusive license to use the Website to the extent required for the Provider to perform its obligations and exercise its rights under the Agreement.

6.2 All intellectual property rights in any works arising in connection with the performance of the Services by the Provider shall be the property of the Provider. The Provider hereby grants to the Client a non-exclusive royalty-free license to use any intellectual property created during the contractual term once said term has been completed in its entirety.

6.3 The Provider retains the right to use the Client’s logo on the Provider’s website for marketing or promotional purposes unless otherwise stated in the Statement of Work Agreement.

7. Fee, Charges and Payment

7.1 Fees

(a) The Fees will be as quoted in the Service Pricing from time to time.

(b) The Service Pricing will explain whether the Fees that you are to pay for the Services are one time Fees, recurring Fees (for example, monthly, annual, etc.), transaction-based service Fees or some other kind of Fees.

(c) The Fees for a Service exclude all applicable sales taxes and other taxes which will be added on to the Fees. An entirety of the Fees will be paid by you for Search Marketing PPC.

7.2 Payments

(a) When you submit your Order, you must provide us with the payment information that we request, which may include:

(i) details for a valid credit card from a card issuer acceptable to us; or

(ii) details for a valid bank account.

(b) You must keep your credit card or bank account information up to date at all times during the term of the Agreement. You authorize us to check your information (including any updated information), to obtain credit authorizations from the issuer of your credit card, and to either charge your credit card or debit your bank account from time to time for any sums payable by you to us.

(c) You must pay for the Services when we require you to. We will charge the card or take the money from the bank account whose details you give us when you place your Order.

(d) If you don’t pay when you are supposed to:

(i) we may charge you interest on the overdue amount at the lesser of 1.5% per month or the highest rate allowed by applicable Laws. This interest will accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether or not this payment occurs before or after any court judgment is made. You must pay us interest in addition to the overdue amount; and

(ii) we reserve the right to suspend or cancel all or part of the Services and your access to them.

(e) We may offset any amounts you owe us (whether in reimbursement or otherwise) against any payments we make to you.

8. Warranties

8.1 The Client acknowledges that:

(a) Search engine algorithms will change from time-to-time, which may affect the Website’s rankings in the organic section of search engine results pages, and the Provider has no control over such changes;

(b) The promotion of the Website may lead to higher traffic levels and bandwidth requirements for the Website, and the Client will be responsible for arranging and paying for such requirements; and

(c) Notwithstanding the Services, the Website’s search engine results page rankings and traffic levels may decrease as well as increase;

8.2 Provider does not warrant that any particular results will be achieved through the Services. Where the Provider indicates specific targets that it will attempt to meet through the provision of the Services, such targets are aspirational and are in no way guaranteed. Failure to meet any such targets shall not constitute breach of this Agreement or entitle the Client to damages of any kind. Except for the express representations and warranties stated in this Agreement and/or the Contract Documents, Provider disclaims any and all warranties associated with the Services, either express or implied, including, without limitation, warranties of merchantability and/or fitness for a particular purpose.

8.3 The Client understands and acknowledges that the ads will run until the budget has been depleted due to standard engagement rates determined by Facebook and/or Instagram. If the client wishes to have their ads continue to serve after their budget has depleted, they will be required to notify the Provider of an increase in Ad Spend either verbally or in written form. An increase in Ad Spend may result in an increase of management fees due by the Client. This is an advertising service and there is no guarantee of success (financial gain, website traffic, or other).

9. Service Availability and Security

9.1 You understand and acknowledge that the Services are not intended to be error free and that from time to time the Services may contain mistakes, be unavailable or may not be fully functional. This may be as a result of planned or required maintenance, repairs or updates, equipment failures, high volumes of internet traffic, interruption of telecommunications or digital transmissions links, network or system errors or many other factors.

9.2 We will try to minimize any disruption to your use of the Services, however, we do not promise that any Service will be provided on a continuous and uninterrupted basis, or that we will be able to correct any error that occurs in the Services. We will not be not liable for any interruptions to the Service availability or functionality, whether caused by an Event Outside Our Control or by anything else.

9.3 You should notify us if you notice any problems with the availability or functioning of the Services so that we can try to fix these problems.

9.4 We may temporarily suspend any Service at any time if:

(a) we believe this is necessary in order to carry out essential maintenance;

(b) we believe this is necessary in order to prevent or respond to hacking attempts, service attacks or other similar activities directed at our systems, or to deal with any other emergency technical issue;

(c) we have reason to believe that you are no longer using the Services or that the password and access codes we have provided to you are being misused, for example, where you fail to respond to emails from us or Our Representatives regarding your contact information; or

(d) this suspension is required by a third party with authority, including any of Our Representatives, ICANN and judicial, regulatory or governmental bodies.

9.5 Although all information transmitted to us is stored in operating environments which we believe are within industry standards for security, you acknowledge and agree that no data stored on or transmitted over the internet can be guaranteed to be 100% secure. We are not responsible for any security breach or any interception or interruption of Your Content, Your Data or any communications that you send through your use of the Services.

(a) You are responsible for securing and backing up Your Content and Your Data.

10. Termination

10.1 Liquidated Damages

Services are (a) one-time, (b) month-to-month or (c) defined term, then month-to-month. If Client has agreed to a specific term of service, then Client must fulfill the entire term length. Services may not be paused during the Term. If services are cancelled before the Term has expired, then Provider shall be entitled to collect FIFTY PERCENT (50%) of any remaining fees contemplated by this Agreement and/or the Contract Documents, whether or not invoiced, as liquidated damages immediately upon cancellation. Client agrees that quantifying losses arising from early cancellation of the Term is inherently difficult insofar as Provider may or may not have already allocated resources or made other business management decisions on the assumption that Client would continue service through natural expiration of the Term. Client acknowledges and agrees that the payment required by this section for early termination is not a penalty, but rather a reasonable approximation of damages that may result. For month-to-month terms, Provider will not refund any amounts that have already been charged.

11. Rights Granted by You to Us

a) You grant to us a worldwide, non-exclusive, sub-licensable and permanent right to access, use, copy, store, modify and publish Your Content and Your Data on Our Websites or through any other form of media, for any purpose in connection with the Services or the Agreement, for our own marketing, research and promotional activities (including sharing Your Content and Your Data with selected third party social media and networking sites) and for the internal business purposes of us and Our Representatives, except where this is in any way restricted by any term of the Agreement or by any applicable Laws.

(b) You agree by requesting a site scrape of your existing website that you authorize us to conduct the site scrape on your behalf and have all the rights to the Content on your existing website to allow us:

(i) to perform the site scrape on your behalf; and

(ii) to use, fully access, copy, store, compile, recompile and index (at your request) any of the Content scraped in your Services including but not limited to any data and copyright works comprised therein, or any portion thereof, by automated means including web 'spiders' or 'crawlers'.

(iii) In no event will we be liable for any claims that the Content scraped from your existing website infringes the Intellectual Property Rights of any third party. If you are in any doubt as to ownership of the Content of your existing website please do not request the site scrape. This grant shall apply notwithstanding any contrary terms and conditions which you may apply to such website from time to time. Your continued use of the Services shall constitute a waiver of any applicable contrary terms and conditions and any other rights you may have, contractual or otherwise, to restrict the rights granted to us or Our Representatives under this paragraph 17(b).

(c) We may transfer the rights granted to us under this paragraph 11 to another organization.

12. Data and Privacy

(a) You will own all rights in Your Data and you are solely responsible for ensuring the legality, reliability, integrity, accuracy and quality of Your Data.

(b) You will make sure that all use of the Services by you, or your employees, agents and contractors, will meet all relevant data protection and privacy Laws

(c) We are the sole owners of all rights in Our Data and we may use it at our discretion and without restriction, including after cancellation of any or all of the Services. You must not:

(i) disclose any of Our Data to anyone; or

(ii) use any of Our Data for any marketing or promotional purposes or in any way that is inconsistent with our Privacy Policy or applicable Laws.

13. Confidentiality

(a) As a result of entering into the Agreement, you may get access to, information about us which is not known publically (“Confidential Information”). You must keep this secret and you are not allowed to share it with any third party or allow any third party to look at it, and you must make sure that your employees, agents and subcontractors, meet these rules too.

(b) You must make sure that our Confidential Information is only used by people who need it in order to carry out duties they may have in connection with the Agreement

(c) This paragraph 13 will not prevent you from sharing information which is already known generally to the public or known to you outside of the Agreement.

(d) If you become aware of any actual or threatened unauthorized use or sharing of any of our Confidential Information, you must tell us as soon as possible.

14. Our Liability to You

(a) There is no limit under the Agreement to what we or any of Our Representatives will be liable for if we have committed fraud or if someone dies or is severely injured due to our gross negligence.

(b) Except for the matters set out in paragraph 14(a), neither we nor any of Our Representatives will, in any circumstances, be responsible for any

(i) loss of profits, sales, business, or revenue

(ii) loss, or corruption of data, information or software or loss of use of information;

(iii) loss of business opportunity;

(iv) loss of savings you expected to make;

(v) loss of goodwill; or

(vi) loss or damage that you and we would not have thought likely at the time the Agreement was formed.

(c) If we do not keep to these Terms, we will only be responsible for losses you have suffered which you and we would have thought likely at the time the Agreement was formed. We are not responsible for any other loss that you suffer, whether that loss is caused because we have not kept to our obligations under the Agreement, because of something we have done or not done, because we have made defamatory statements or otherwise as a result of:

(i) you using or relying on the Services;

(ii) you not being able to use the Services;

(iii) any mistake, fault, failure to do something, missing information, or virus or other form of computer programming malware in the Services or if the Services don’t work properly because of Events Outside Our Control;

(iv) theft or destruction of information or someone getting access to our records, programs or services without our permission; or

(v) any information, data, message or other material which you email, post, upload, reproduce, send, or otherwise distribute or receive using the Services

(d) Except as set out in the Terms, we do not make any promises in relation to the Services. Where any promises would be implied into the Agreement by law, we exclude these as far as it is within our rights to do so. It is up to you to decide whether the Services are suitable for your needs. We won’t be responsible for this. We do not make any promises concerning the performance, results or success rates that may be achieved by any Service.

(e) We do not control the Content made available by your use of the Services and we do not guarantee the accuracy, truth, quality or appropriateness of this Content for your needs. By using the Services, you may be exposed to Content that is offensive or indecent (including spam), or which may contain viruses or other computer programming malware. Under no circumstances will we or Our Representatives be liable in any way for any Content posted, emailed, transmitted or otherwise made available by your use of the Services.

15. Contractual Authority

(a) You confirm that:

(i) you have the authority and are signing the Agreement (1) in your individual capacity, (2) as a representative of the business on whose behalf you are signing the Agreement, and (3) as a representative of the business for whose benefit the Services are being purchased (if such business is not the same as the business on whose behalf you are signing the Agreement); and

(ii) you are over eighteen (18) years of age.

16. Other Important Terms

16.1 Each of the paragraphs of the Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.

16.2 We may transfer our rights and promises under an Agreement to another organization. We will tell you if this happens

16.3 No person, other than you and us, will have any rights to enforce any of the terms of the Agreement.

16.4 By execution of the Agreement, the signer of the Agreement personally and individually undertakes and assumes, jointly and severally with the business on whose behalf the individual is signing, the full performance of the Agreement including payment of amounts due under the Agreement.

16.5 If we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you.

16.6 All references in the Agreement to “written” or "writing" will include email unless stated otherwise.

16.7 The Agreement contains the whole agreement between you and us relating to the Services and supersedes all other oral or written communications, undertakings and agreements, if any, between us relating to the Services. You acknowledge that you have entered into the Agreement without relying on any previous statement or promises made by us, unless those statements or promises are expressly included in the Agreement. However, this paragraph 16.7 does not in any way limit our liability for making fraudulent statements in connection with the Services or otherwise.

16.8 Our sales representatives have no authority to make any changes to the Agreement or to commit us in any manner whatsoever in contradiction to the provisions expressly set forth in the Agreement.

16.9 We are not in any kind of partnership, contract of employment or joint venture with you. Nothing in the Agreement will be taken as authorizing you to act as our agent.

16.10 The Agreement will be governed by, and interpreted in accordance with, the laws of the State of Florida, (without reference to its conflicts of laws principles).

16.11 In any legal proceedings, both parties agree to waive any rights they may have to participate in any class, group or representative proceeding and both parties agree to waive any right they may have to a trial by jury.

16.12 Indemnification – Customer shall indemnify and hold harmless Hello SEO (and its past and present officers, directors, parent and subsidiary entities, owners, shareholders, representatives, affiliates, employees, independent contractors, consultants, co-branders, divisions, partners, related companies and agents, from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Hello SEO as a result of any claim, judgment, or adjudication against Hello SEO related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer or on behalf of Customer to Hello SEO (the “Customer Content”), or (b) a claim by anyone that Hello SEO’ use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Hello SEO must: (i) give Customer reasonable written notice of a claim; and (ii) allow Customer to control, and provide best efforts to cooperate with Customer in the defense of such claim and all related negotiations and proceedings.

16.13 Disclaimer of All Other Warranties – Hello SEO does not warrant that the SEO services will meet the customer’s expectations or requirements. Any and all statements of past performance or experience are not promises or assurances by the company of any future results. The entire risk as to the quality and performance is with customer. Except as otherwise specified in this agreement, Hello SEO provides its services “as is” and without warranty of any kind. The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

16.14 Limited Liability – in no event shall Hello SEO be liable to customer for any indirect, special, exemplary, punitive or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. Pr.business makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties that may appear or be used in connection with Hello SEO’s services.

16.15 Customer Representations – Customer makes the following representations and warranties for the benefit of pr.business:

Customer represents to pr.business and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to pr.business are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend pr.business and its officers, directors, parent and subsidiary entities, owners, shareholders, representatives, affiliates, employees, independent contractors, subcontractors, consultants, co-branders, divisions, partners, related companies and agents from any claim or suit arising from the use of such elements furnished by Customer. Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to pr.business for inclusion on the website above are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend pr.business and its subcontractors from any liability or suit arising from the use of such elements.

From time-to-time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend pr.business and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.