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SEARCHLITES, LLC

TERMS AND CONDITIONS

PLEASE READ CAREFULLY:

THESE TERMS AND CONDITIONS (“TERMS”) GOVERN YOUR USE OF OUR WEBSITE (“WEBSITE”) AND YOUR PURCHASE OF ANY SERVICES (“SERVICES”) FROM US; AND BY USING OUR SITE AND/OR PURCHASING ANY OF OUR SERVICES, YOU EXPRESSLY AGREE TO THESE TERMS OF USE IN FULL.  IF YOU DISAGREE WITH THESE TERMS OF USE OR ANY PART THEREOF, YOU MUST NOT USE OUR WEBSITE OR OUR SERVICES.

This Agreement was last revised on January 1, 2016

This Agreement (the “Agreement”) outlines the terms and conditions of the Services provided by SearchLites,LLC (hereinafter referred to as “SearchLites”, “Company”,”We“, “Us” or “Our”) to you (hereinafter referred to as“Customer”, “You” or “Your”).  SearchLites provides online reputation management services (the “Services”) to Customers through our Website.

Authorization and Provision of Services

You authorize us to perform certain online reputation management services (the “Services”) on your behalf to rebuild your online reputation.

If the Services rendered require that we collect information from you, you agree to provide the required information and understand that failing to so do may negatively impact your results. You authorize us to: (a) use your information to create content on your behalf that we may disseminate online; (b) use any information you provide to create and publish web content; (c) publish any or all content specific to you on any websites we deem fit for purposes of the Services; (d) modify any content as we see fit to provide the Services; (e) act on your behalf to create accounts on other sites in your name.

Company may create certain authorized web-based content for Customer in providing the Services, which shall be based on Customer’s submission of certain personal information in whatever format, structure or medium (“Customer Content”). Upon receipt of the Customer Content, Company shall have no further obligation to return, transfer or provide such Customer Content to Customer or to any third party designee of Customer’s except as specifically set forth in this Agreement.  All rights, title and interest in such Customer Content shall immediately vest to Company and Customer agrees that such Customer Content shall become the sole and exclusive property of Company.

In the event, Company holds the registration to a domain name exclusively used for Customer, Company will, upon written request, transfer the domain name to Customer, subject to any applicable fees and/or authorizations.

Company shall retain Customer records, including any Customer Content, used in the provision of Services in accordance with applicable law. Company will retain and destroy, as the case may be, Customer records in accordance with its Record Retention Policy.

Payment of Services

You expressly agree to pay the fees specified on your order invoice for the Services to be provided by the Company.  All fees are non-refundable except as otherwise specifically set forth hereunder. Company reserves the sole right to modify the fees for the Services. Notice of the revised fees shall be posted prominently on our Website under “Our Services.”

Notwithstanding anything to the contrary herein, we may, in our sole discretion, refuse to accept payment to perform our Services for any person without any limitations whatsoever.

Breach of this Agreement:

Without prejudice to Company’s other rights under these terms and conditions, if you breach these Terms in any way, Company may take such action as Company deems necessary and appropriate to deal with the breach, including suspending your access to the Website, prohibiting you from accessing the Website, blocking computers using your IP address from accessing the Website, contacting your internet service provider to request that they block your access to the Website and/or bringing court proceedings against you.

Termination

Any request to cancel the Services shall be made in accordance with the Notices section and may take up to ten (10) business days to process. Upon receipt of a Request to Cancel we will immediately cease performing the Services and we reserve the right to remove any online work performed on your behalf.

License to Use Website

Unless otherwise stated, SearchLites, LLC and/or its licensors own the intellectual property rights in the Website and any and all material on the Website, including without limitation Company’s Marks. Subject to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages from the Website for your own personal use, subject to the restrictions set out below and elsewhere throughout this Agreement.

You must not: (i) republish any material from our Website (including republication on another Website); (ii) sell, rent or sub-license any material from our Website;

(iii) display any material from our Website in public; (iv)reproduce, duplicate, copy or otherwise exploit material on our Website for any commercial purpose; (v) edit or otherwise modify any material on our Website; or (vi) redistribute material from our Website.

Acceptable Use

You must not use this Website in any way that causes, or may cause, damage to the Website or impairment of the availability or accessibility of the Website; or in any way which is unlawful, malicious, illegal, fraudulent or harmful, or in connection with any unlawful, malicious, illegal, fraudulent or harmful purpose or activity.

You must not use this Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities, including but not limited to, limitation, scraping, data mining, data extraction and data harvesting, on or in relation to this Website without our express written consent.  Further, you must not use this Website for any purposes related to marketing without our express written consent.

We may cease performing the Services at any time in the event we determine that you are violating, or have violated, Company’s acceptable use policy (“Acceptable Use Violation(s)). We may or may not notify you with respect to such Acceptable Use Violations, however we shall have no obligation to refund any of your fees in connection with the Services in such event.

We reserve the sole and exclusive right to refuse to perform the Services, or to refuse to perform any type of service, at any time.

Restricted Access

Access to certain areas of this Website may be restricted.  We reserve the right to restrict access to any areas of our Website, or this entire Website, at our sole discretion. If we provide you with a user ID and password to enable you to access restricted areas of this Website or other content or services, you must ensure that the user ID and password are kept confidential. We may disable your user ID and password in our sole discretion without notice or explanation.

Customer Content

In these Terms, “Customer Content” means any material (including but not limited to, written material, text, images, photographs, audio material, video material and audio-visual material) that you submit to this Website, for whatever purpose. You grant us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute Customer Content in any existing or future media. You also grant to us the right to sub-license these rights, and the right to bring an action for infringement of these rights.  Your Customer Content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or Company or a third party. You must not submit any Customer Content to the Website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint. We reserve the right to edit or remove any material submitted to this Website, or stored on our servers, or hosted or published upon this Website.

Notwithstanding our rights under these Terms in relation to Customer Content, we do not undertake to monitor the submission of any Customer Content to this Website or the publication of such Customer Content on the Internet.

No Warranties

This Website and the Services herein are provided “as is” without any representations or warranties, express or implied. We make no representations or warranties in relation to this Website, the information and materials provided on this Website or the Services. Without prejudice to the generality of the foregoing paragraph, we do not warrant that: this Website will be constantly available, or available at all; or the information on this Website is complete, true, accurate or non-misleading. Nothing on this Website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any legal matter you should consult an attorney.

Refund Policy and 30-Day Money Back Guarantee

Other than as set forth herein, all sales of Company’s Services shall be final.  Customer expressly understands and agrees that no refunds shall be given by Company, or any other party, for any amounts paid for the Services for any reason (“Refund Policy”).

Further, Customer expressly understands and agrees that the Services may not be successful.  Company does not guarantee that it can remove all of Customer’s negative online information.  Company also does not guarantee that it can remove any of Customer’s negative online information.

Further, Customer hereby expressly understands and agrees that since the Company can not, and does not, make any guarantees or warranties, the Customer agrees to forever relinquish the right to dispute credit card charges on the grounds that the Company has failed to either perform or deliver satisfactory Services.

Customer further understands that, because Company is an Internet-based business, Company never takes actual physical possession of the Customer’s credit card; the Customer understands and agrees that, for this reason, Company would typically have difficulty prevailing in credit card charge disputes with the Customer relative to a “Brick-and-Mortar” based business. Customer therefore relinquishes the right to dispute any credit card charges Customer incurs with the Company for the Services.

If Customer enters into a separate custom services agreement (“Custom Services Agreement”) with the Company for Services, then such Custom Services Agreement may include a 90-Day Money Back Guarantee (“Guarantee”).  In the event the Custom Services Agreement contains such a Guarantee, then such Guarantee shall be governed by the terms and conditions contained therein. If Customer has not entered into a Custom Services Agreement with Company with such a Guarantee provision, then all sales shall be final and are subject to the terms herein with respect to our Refund Policy.

Indemnity

You agree to indemnify Company for any costs, expenses, damages, settlements, fines or penalties (including reasonable attorneys fees and costs) and hold Company, its subsidiaries and affiliates, and their respective officers, directors, and employees(collectively, Company) harmless from and against any and all claims, suits, actions or causes of Action whatsoever (“Actions”) asserted against Company arising, directly or indirectly, out of your use of our Services or Website, or from your breach of any of the terms and conditions of this Agreement.

Limitations of liability

Company will not be liable to you or any third party(whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this Website or the Services provided by us:
(a) for any direct or indirect damages;
(b) for any special, incidental, consequential, punitive or exemplary damages; or
(c) for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data whatsoever.

These limitations of liability apply even if Company has been expressly advised of a potential loss.

Other Parties

You accept that, as a limited liability entity, Company has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against Company’s officers or employees in respect of any losses you suffer in connection with the Website or the Services. Without prejudice to the foregoing, you agree that the limitations of warranties and liability set forth herein shall protect Company’s officers, employees, agents, affiliates,subsidiaries, successors, assigns and sub-contractors,as well as Company.

Force Majeure

Company will not be deemed to have breached this Agreement or held liable for any failure or delay in the performance of all or any portion of its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control. Without limiting the generality of the foregoing, such causes include acts of God or the public enemy, fires, floods, storms, earthquakes, riots, strikes, boycotts, lock-outs, acts of terrorism, acts or war or war operations, restraints of government, power or communications line failure or other circumstances beyond our control, or by reason of the judgment, ruling or order of any court or agency of competent jurisdiction, or change of law or regulation (or change in the interpretation thereof) subsequent to the Effective Date of this Agreement.

Independent Relationship

No provision of this Agreement is intended to create or shall be construed to create any relationship between Company and Customer other than that of independent entities contracting with each other solely for the purpose of rendering and receiving the Services. Neither party, nor any of its respective representatives, shall be construed to be the partner, agent, employee, or representative of the other, and neither party shall have the right to make any representations concerning the duties, obligations, or Services of the other except as consistent with the express terms of this Agreement or as otherwise authorized in writing by the party about which such representation is asserted.

Arbitration

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator, unless the claim amount exceeds $1,000,000, in which case the dispute shall be heard by a panel of three arbitrators. The place of arbitration shall be Delaware. The arbitration shall be governed by the laws of the State of Delaware. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. The Commercial Arbitration Optional Rules for Emergency Measures of Protection are also incorporated by the parties. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award.  Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.

Privacy Policy

Our privacy policy is located at http://www.searchlites.com/privacy-policy (“Privacy Policy”) and governs the use of this Website and the Services provided by us.

Legal Notices

All notices required under this Agreement to Company shall be in writing and sent by certified mail, return receipt requested, hand delivery or overnight delivery by a nationally recognized service addressed as follows:

SEARCHLITES,LLC
16192 Coastal Highway
Lewes, DE  19958
Attention:  General Counsel

Amendment

Company may amend this Agreement from time-to-time. Revised terms and conditions will apply to the use of this Website from the date of the publication of the revised terms and conditions on this Website. Please check this page regularly to ensure you are familiar with the current version.

Assignment

Company may assign its rights and obligations hereunder to another party. This Agreement will be binding upon, and inure to the benefit of and be enforceable by, the respective successors and permitted assigns of the Company.

Ownership of Marks

Customer acknowledges Company’s sole and exclusive ownership of its respective trade names, commercial symbols, trademarks, service marks, and derivatives thereof, whether presently existing or later established (collectively “Marks”). Customer shall not use, reproduce or disseminate the Company’s name, designs, symbols, or Marks in any manner whatsoever.

Non-Solicitation

Customer shall not solicit or hire any employees, officers or directors of Company without the written consent of Company.

No Third-Party Beneficiary

This Agreement is not intended to create any legal, equitable, or beneficial interest in any third party or to vest in any third party any interest as to enforcement or performance.

Tax

Any applicable sales, use, or other similarly assessed and administered tax on Services provided hereunder, will be the sole responsibility of Customer. If Company is legally obligated to collect and remit sales, use, or other similarly assessed and administered tax in a particular jurisdiction, the tax will be reflected on the applicable invoice or subsequently invoiced at such time as Company becomes aware of such obligation.

Enforceability

The invalidity or unenforceability of any of the terms or provisions hereof will not affect the validity or enforceability of any other term or provision.

Severability

If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Governing Law and Venue  

This Agreement will be construed and governed in accordance with the laws of Delaware, without regard to choice of law principles. The exclusive venue and jurisdiction for any and all controversies, claims or disputes relating to this Agreement shall be Delaware Chancery Court.

Entire agreement

This Agreement constitutes the entire agreement between you and Company in relation to your use of theWebsite and our Services, and shall supersede any and all previous agreements relative to the subject matter hereof, and no other agreement, understanding, or representation, verbal or otherwise, relative to the subject matter hereof exists among the parties.

Binding Effect

This Agreement is a valid and binding obligation of each party, enforceable against such party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity.

Section Headings

Section headings are inserted for convenience only and will not be used in any way to construe the terms of this Agreement.

Construction

No rule of construction shall apply against any party or in favor of any party, and any uncertainty or ambiguity shall not be interpreted against any one party and in favor of the other.