Last Update: April 04, 2017
Previous Version: www.nativerank.com/old-terms
The following are the terms and conditions for use of the Native Rank, Inc – (“Native Rank”) various services (“Service”). Please read them carefully before agreeing to any Service provided by Native Rank, Inc. By signing any Native Rank Proposal for Services enrollment and submitting payment each party agrees to be bound by these Terms and Conditions, including signed proposals, all payment terms, policies, practices, rules, standards and guidelines provided to Partner in writing (and/or available at//nativerank.com/terms) related to the Services (collectively, the “Agreement”).
Any references to “you”, “your”, and “Partner” refers to the entity subscribing to the Services hereunder (“Customer”). Each party agrees that any of its representatives, employees, or any person or entity acting on its behalf with respect to the provision of or use of the Service, shall be bound by, and shall abide by, these Terms and Conditions. You further agree that you are bound by these Terms and Conditions whether you are acting on your own behalf or on behalf of a third party.
By accepting these Terms and Conditions, You; (a) agree to provide true, accurate, current and complete information in all material respects; and (b) agree to maintain and update this information to keep it true, accurate, current and complete in all material respects. If any information provided by You is untrue, inaccurate, not current or incomplete in any material respect, Native Rank has the right to terminate Customer account and refuse any and all current or future use of the Service and collect remaining subscription fees. Native Rank is not responsible for any inaccurate, or partial information.
In addition, You fully agree that any in the event of any breach damages would be difficult to quantify and calculate, You agree the actual damages will reasonably calculated, by the remaining balance of the account including all unpaid past and future invoices, plus any collections and or attorney fees.
You shall protect your password and take full responsibility for your own and third party activities that occur under your account. You agree to notify Native Rank of any unauthorized use of any Password or any other breach of security of which you are aware. You may not use any Password that is not issued directly to you or approved by Native Rank. The default contact will be used for all day to day communications, billing and technical communications unless otherwise specified by You.
The monthly fee for Native Rank Service is billed in advance on a monthly basis and is non-refundable. One-time set up fees are included on first month’s payments. All accounts set up by credit card will be collected monthly on the due date by a recurring credit card payment; however, a monthly invoice will still be issued for customer records upon request.
The commitment Period for Native Rank service is varies between 4 and 12 months, and the client will be notified before their contract ends. Native Rank will attempt to determine if You wish for your contract to be renewed, if Native Rank is unsuccessful through reasonable efforts, Native Rank will reserve the right to renew your contract on a month to month basis, and require a 30-day notice of cancelation.
By subscribing to Native Rank Service, you authorize Native Rank to bill you through your credit card company or selected method of payment in accordance with this Agreement. You confirm you are the owner of the credit card or have permission of the owner to incur these charges. Search Engines ultimately choose which rankings are assigned to websites. While our practices have historically given our customers higher search rankings, no SEO provider including Native Rank, Inc can guarantee rankings on search engines.
There will be no refunds or credits for partial months of service, or refunds for months unused with an open account. No exceptions will be made. Customer agrees to submit any disputes regarding any charge to your account in writing to Native Rank within ten (10) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge.
You are solely responsible for properly canceling your account. If you do not notify Native Rank, Inc. (30) thirty days before the end of your term with your intent to cancel. Native Rank will reserve the right to renew your contract on a month to month basis, and require a 30-day notice of cancelation.
You are solely responsible for canceling your account by contacting Native Rank, Inc. via email. You may submit all cancelation requests to email@example.com.
Upon cancellation, all of your data and stored information will be deleted immediately and cannot be restored.
If you cancel the service before the end of your contract term, you are responsible for payment of the remainder of the contract.
Native Rank Inc, at its sole discretion, reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your account or your access to your account, and immediate archival or deletion of all data in your account. Native Rank, Inc reserves the right to refuse service to anyone in its sole and absolute discretion.
In the event you choose to terminate services prior to completion of the contract term, You agree to pay an early termination fee equal to 100% of any remaining amount to be paid. In the event collection proves necessary, you further agree to pay any and all costs of collections including all attorney’s fees and court costs incurred by Native Rank, in connection the collection process of outstanding amounts.
Three day right of rescission applies to every client. This means that you may elect to cancel your account(s) without penalty within 3 days of the moment you pay for our products or services.
Termination by Native Rank
You acknowledge and agree that Native Rank, in its sole discretion, may suspend, discontinue or refuse any and all current and future access to or use of any portion of the Services at any time without notice to you in the event Native Rank reasonably believes that you have breached this Agreement. You acknowledge and agree that Native Rank shall have no liability or responsibility to you for termination, suspension or discontinuation of your access or use in the event you breach this Agreement, and that no portion of your fees will be refunded in such case.
Unless otherwise stated, all fees are stated in United States Dollars. All fees are payable monthly in advance. We reserve the right to deactivate your access to the Service for failure to pay applicable. If you provide us with a credit card that expires during the term of this Agreement, we reserve the right to charge any renewal card issued to you as a replacement. You accept it is your responsibility to ensure Native Rank receives payment on time.
Each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information, except as expressly permitted under this Agreement, and shall not disclose such Confidential Information to any third party without such other Party’s prior written consent. Each Party shall take reasonable measures to prevent the disclosure and unauthorized use of Confidential Information of the other Party. The Client acknowledges that Native Rank uses proprietary software, analytics and tools, and the Client will not disclose any information related to the proprietary software or processes.
The term “Confidential Information” shall mean any information disclosed by one Party to the other Party in connection with this Agreement which is disclosed in writing or orally and is identified as “Confidential” or which a Party should reasonably believe is treated as confidential by such other Party, and any other information disclosed by Native Rank, Inc that relates to the Services (including your password) that is not publicly known. Notwithstanding the foregoing, “Confidential Information” shall not include information that: (i) was developed independently by the receiving Party without any use of the Confidential Information of the other Party or by employees of the receiving Party who have no knowledge of such Confidential Information; (ii) becomes known to the receiving Party, without restriction, from a third party without breach of this Agreement or any other obligation of confidentiality; (iii) was in the public domain at the time it was disclosed or enters the public domain through no act or omission of the receiving Party; (iv) was rightfully known to the receiving Party as demonstrated by prior written records at the time of disclosure; or (v) is disclosed by agreement of the Parties or pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving Party shall provide prompt notice thereof to the other Party and shall use commercially reasonable efforts to obtain a protective order or otherwise prevent public disclosure of such information.
The materials available via the Services, including without limitation, Codes, Certificates, text, information, documents, scripts, graphics, photos, organization, design, compilation, look and feel, illustrations, artwork, video, music, images, software, sounds, games, interactive features and all trademarks, service marks and logos or other works or materials (collectively, “Materials”) are owned by or licensed to Native Rank and/or a Third Party provider(s) and are protected under copyright, trademark and other intellectual property and proprietary rights laws. You must keep intact, and may not remove or alter any Materials or any copyright or other proprietary notices available via the Services, and you may not display or reproduce the Materials other than with the prior written consent of Native Rank.
You shall not: (i) use, or allow the use of, the Service or any Native Rank Technology, except pursuant to the limited rights expressly granted in this Agreement; (ii) use the Service in any manner that is inconsistent with user documentation, if any, supplied to you by Native Rank or inconsistent with Native Rank standard security procedures, if any, accessible through your user interface; (iii) attempt to reverse engineer, hack into, or compromise any aspect of the Service or Native Rank Technology, or attempt to access data of any other customer of Native Rank; (iv) remove, obscure or alter any legal notices, including notices of intellectual property rights appearing in or on any materials delivered to you by Native Rank; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service.
You agree to indemnify, hold harmless and defend Native Rank, at your expense, against any and all third party claims, actions, proceedings, and suits brought against Native Rank or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees) incurred by Native Rank or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of this Agreement, (ii) your use of the Service, or (iii) your unauthorized use of the Native Rank Services. In such a case, Native Rank will provide you with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. Native Rank reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
Limitation of Liability
IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES FOR ANY USE OF THIS SITE, OR USE OF ANY OTHER LINKED SITE, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE SITE AT YOUR OWN DISCRETION.
Representations and Warranties; Disclaimers
The information, reports and services included in or available through the Service may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Native Rank and/or its respective suppliers may make improvements and/or changes in the Service at any time, without obligation to notify any person or entity of such changes. Native Rank does not represent or warrant that (i) the Service will be error-free or accessible at all times, (ii) defects will be corrected, (iii) the Service or the server that makes it available, are free of viruses or other harmful component, or (iv) the use or the results of the use of the Service or the materials made available as part of the Service will be correct, accurate, timely, or otherwise reliable. You specifically agree that Native Rank shall not be responsible for unauthorized access to or alteration of your data.
THE SERVICES ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY NATIVE RANK EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. NATIVE RANK DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR PRODUCTS PROVIDED THROUGH THE SERVICE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
It is fully understood and agree’ed too, that Native Rank, website services are done at no cost. Errors omissions, time lines, and any other related items to websites, website design, website maintenance, and or changes to websites do not constitute any failure by Native Rank to meet any obligation of the services.
Modifications to Terms of Service and Other Policies
Native Rank has the right to change or modify any of the terms and conditions contained in this Agreement or any policy governing the Service, at any time, by posting the new agreement to the Native Rank website located at www.nativerank.com information/ or such other URL as Native Rank may provide. You are responsible for regularly reviewing the policy. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Native Rank or (ii) you continue to use the Service after Native Rank has posted updates to the Agreement or to any policy governing the Service.
The Services are hosted in the United States. Any dispute hereunder shall be governed by the laws of the State of Colorado, USA, without regard to conflict of law provisions. You agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Colorado, City and County of Denver and waive any objection based on inconvenient forum. You agree that: (i) the Website and the Services shall be deemed solely based in Colorado; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Native Rank, either specific or general, in jurisdictions other than Colorado. You further agree that service of any process, summons, notice or document by U.S. registered mail to your address shall be effective service of process for any action, suit or proceeding in the state and federal courts located in the State of Colorado, with respect to any matters to which it has submitted to jurisdiction as set forth above.
The parties to the Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by the Agreement.
Some of the Marketing Services may incorporate third-party products and services and Native Rank, may do so without your consent.
Native Rank Listing Services
Native Rank Listing Service publishes your business information and keeps your content up to date on key local listings such as Bing, Yelp, Google My Business, and other top local directories that are included in the version of the Service you have purchased (each such third party, a “Service Partner”).
Specific Service Partners included in the Service are subject to change from time to time at Native Rank’s sole discretion. Upon a change to the respective partners, no notice will be given.
You acknowledge and agree that all content submitted for the Service will be subject to the Service Partners’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Service Partner at any time in its sole discretion, or modified at any time to comply with such policies, Native Rank, does not guarantee that any content will be displayed on any Service Partner’s site, and the appearance and/or location of any content placement may change at any time, and the posting or updating of your content on Service Partners’ sites may be delayed for reasons beyond Native Rank’s control.
Removal. Because of the interconnected nature of Service Partner sites with other web sites and services, your content posted to such sites may be difficult to remove. For example, your content that is removed from a Service Partner site may persist on other web sites (including end-user web pages) or may be cached in search engine indexes.
Native Rank Website Services
Native Rank’s associated website services, including but not limited to Website creations, website maintenance, website updates, website changes, and all other related items are conducted as a free service, inconjunction to other paid services with Native Rank. As such any and all website services, hold no value and they’re for are not eligible for any damages.
Immediately upon agree’ing to a service offer by Native Rank that does include website services, we will begin writing custom content for your website based on your business, products/services and goals for the website (the "Custom Content"), and designing your website based on the information provided in the “Info Sheet”. We make every reasonable effort schedule a consultation with one of our service professionals to take place within one to two weeks of signing up for new service with Native Rank. We may also send you multiple communications regarding the creation and set-up of your website, including a link to your completed website for review, and we ask that you provide any feedback or revisions within the requested timeframes. Failure to respond within the requested time frames, will result in the launch your website. Any changes requested after the launch of the website, and or marked completion date by Native Rank may result in additional charges.
Domain Name Registration, you’re Domain Name should be registered and maintained by You. If requested, Native Rank, will provide an internet domain name for your website, subject to availability. If your website uses a domain You provide, you will be solely responsible for maintaining your internet domain name, including all renewals and paying all applicable registration and maintenance fees. In addition, you represent and warrant that you own all rights to such domain name or, alternatively, that you have the right to use the domain name in connection with your website.
Access to your Website, if not created by Native Rank. In order to perform the Services, you must provide Native Rank with access to your website’s content management system and keep Native Rank up to date if any changes to the credentials are made. Native Rank will only use such access in connection with performing the Services. You will continue to be bound by the terms and conditions of your website platform provider, and will ensure that Native Rank’s access does not violate any such terms or conditions. Native Rank, will make changes to your website, including content, “Meta Tags” and “H” tags. among other changes as related to the services provided by Native Rank. Native Rank will make every commercially reasonable effort to ensure the proper functioning of your website. Native Rank does not warranty any work done to Your website.
Native Rank reserves the right, to charge additional costs at any time for all services related to website /s. You will be notified and asked to agree before any additional costs occur.
Website Back Ups.
You understand and agree, it is your responsibility to back up and maintain your website. If your website is hosted by Native Rank, regular backup’s will be created on a monthly schedule.
Native Rank will make all reasonable efforts to ensure your website that is hosted by Native Rank is secure, and protected from Hackers and other various devious elements on the internet. You fully agree and understand any website not hosted by Native Rank, may result in additional charges if such events happen and Native Rank is requested to assist in securing the website.
Native Rank Dashboard
The Native Rank dashboard, work in conjunction with various third party services, and is subject to changes and up dates at anytime. Native Rank’s dashboard is offered to current clients, as a courtesy service which hold no warranty and or guarantee’s. All reasonable efforts are made to ensure the proper function of the dashboard, by Native Rank’s standards.
Paid Advertising Services (PPC)
Native Rank will determine when possible, in its sole discretion, on which online properties (the "Publishers") the advertising content ("Ads") will run during the course of any campaign. Unless other specified in the Signed Agreement. You acknowledge that Native Rank does not operate or control the Publishers – You further acknowledge that at any time during a campaign, the Publisher mix, and or medium may change and that Native Rank makes no guarantees about when or where the Ads will be displayed by the Publishers.
Native Rank will use commercially reasonable efforts to place Ads such that they will be seen by consumers in the target locales identified during the campaign initiation process, but Native Rank does not guarantee that your Ads will only be displayed in the target locales.
Native Rank, will make every reasonable effort to ensure the published campaign is meeting Your expected performance metrics, but Native Rank does not guarantee any results what so ever.
Native Rank, will create all content required for any Ad to related to Native Rank Paid Advertising Services. Upon request, Native Rank, will first ensure approval of Ads and Content by You. You acknowledge that you may be limited in your ability to make further modifications to your Ads after they have been enabled by Native Rank. You acknowledge delays on your part to approve Ads and or Content, over 24 hours will not constitute a breach of service and billing will continue. You acknowledge if you request to approve Ads and or Content it is Your sole responsibility to ensure the notice of approval or requested changes is submitted to Native Rank in no less than 24 hours.
With respect to Paid Advertising Native Rank, shall have sole discretion to select the individual words or phrases ("Keywords") to be used in connection with the campaign. You may also request the use of certain Keywords. While Native Rank will make reasonable efforts to use these Keywords, Native Rank makes no guarantees that all such Keywords will be used. To the extent that Native Rank, uses Keywords of its choosing, it shall be under no obligation to disclose such Keywords to you. To the extent that you elect to use Keywords that include the names of your competitors or trademarked terms ("Competitor Keywords"), you do so at your own risk and acknowledge and agree that you bear all liability associated with such action. Without limiting the foregoing, you further acknowledge that Native Rank may, at any time and in its sole discretion, remove Competitor Keywords, but will not have the obligation to do so. In addition, if you or your business is regulated by any professional, governmental or other regulatory rules or guidelines restricting your use of advertising, it is your sole responsibility to notify Native Rank and ensure compliance.
Native Rank’s Seo services are designed to increase traffic to your website originating from major search engines, within the organic results. Native Rank cannot guarantee ranking positions. You fully understand Native Rank, uses proprietary network of websites to provide back links to your site, as well as other commercial methods. Native Rank does not disclose the url’s domain names or any other relevelent information related to the backlinks. You fully acknowledge Native Rank is under no obligation and shall not be under no obligation to disclose such Back Links to you.
Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party. This Agreement constitutes the entire agreement between the parties regarding the use of the Services and the Website and supersedes all prior or contemporaneous communications between the user and Native Rank with respect to the Website and the Services. If any provision (or part thereof) of this Agreement is determined by a court of competent jurisdiction as part of a final non-appealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms.
Mutual Non-Disparagement. The parties agree that they will not, at any time, make any comments about each other that are, or could be interpreted to be, disparaging or derogatory or that paint the other party in a negative light. Specifically, both parties agree, among other things, not make any disparaging, derogatory or negative comments about Company officers, directors, owners, employees, products, policies or practices. Company’s obligation pursuant to this Section is limited to comments made by members of Company’s Board of Directors or Company’s officers. If either party breaches the commitments contained in this Section, that party will be liable to the other for any resulting harm incurred. Both parties agree the Mutual Non-Disparagement shall include online review sites, and other forms of online reviews. Each party agree for each violation a Damages will be accessed at $1,000.00 per violation and will be strictly enforced if subject review is not removed within 10 days of notice to offending party.
Entire Agreement. The Agreement (which includes the Order Form, all applicable Product Terms and any payment authorization forms) sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. It may be changed only by a writing signed by both parties. During the entire engagement with Native Rank, no written, oral, email, and or in person discussions will at any time supersede the agreement set forth and signed. Any changes to the agreement must be agreed to, and signed by both parties. You agree, any such item not signed by both parties does not warrant a change to services and or terms of this agreement.
Any obligation of the parties relating to limitations on liability and indemnification shall survive termination or expiration of this Agreement.