Matomy SEO User Agreement

PLEASE READ THIS MATOMY SEO USER AGREEMENT ("USER AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY MATOMY SEO, LLC ("COMPANY"). BY CLICKING ON THE "CREATE MY ACCOUNT" BUTTON ON THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS USER AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS USER AGREEMENT, YOU MUST CLICK ON THE "CANCEL" BUTTON AND, AS A RESULT, YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY COMPANY. COMPANY'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS USER AGREEMENT. IF USER AGREEMENT IS CONSIDERED AN OFFER BY COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

The website located at http://www.matomyseo.com/ (the "Site") is owned and operated by Company, and is accessed by you as an advertiser ("Advertiser") or publisher ("Publisher") (collectively, "Customer") pursuant to this User Agreement. Where you register as an Advertiser, this User Agreement, as well as your use of the Matomy SEO Offerings (as defined below), is governed by and incorporated into that certain Master Services Agreement, as well as any constituent Insertion Order entered into in connection therewith (collectively the MSA, and together with this User Agreement, the "Agreement"). To the extent that anything in or associated with this User Agreement is in conflict or inconsistent with the MSA, the MSA shall take precedence unless otherwise stated to the contrary therein. For purposes of the Agreement, any reference to Publisher shall include any and all in-house or third party marketing agents, partners, affiliates and/or publishers providing services to Publisher in connection with the Matomy SEO Offerings.

  1. RESTRICTIONS ON USE.
    Individuals that are in anyway affiliated with, agents of, working for or employed by any Internet search engine organization may not register to use the Site and/or Services.
  2. INFORMATION USAGE/NON-CIRCUMVENTION.
    Under no circumstance can individuals divulge, record or abuse any information pertaining to Advertisers, Publishers and/or websites made available by and through the Matomy SEO Offerings including, but not limited, to names, email addresses, contact information, URLs, financial details, public announcement of transactions and descriptions or images pertaining to the foregoing. Under no circumstance may a Publisher contact an Advertiser, or an Advertiser contact a Publisher, directly. Such contact will result in the applicable Customer's immediate termination from the Company program, as well as all other remedies available to Company at law or in equity. All communication between Publishers and Advertisers must be channeled through Company.
  3. DESCRIPTION OF SERVICES/Matomy SEO.
    Company sells search engine optimization and link-building services (collectively "Services") including, but not limited to, through the use of certain Internet-based content and /or advertisements as further described on the Site and in the MSA (collectively, the "Advertising Creative"). The Advertising Creative includes, without limitation, as further defined and detailed on the Site and in the MSA: Text Link Ads, Inlinks, Presell Pages, Content Marketing, Webmaster Outreach, Directory Submission and Forum Links. By clicking below, you agree to become either an Advertiser that seeks to purchase Advertising Creative, or a Publisher that wishes to publish/distribute Advertising Creative, as the case may be, in connection with the Services. You also certify that you will use the Site only for the purpose of browsing the Advertising Creative s inventory, with a bona fide, good faith interest in buying or publishing/distributing Advertising Creative, as applicable, and you will not access the Site for any other reason.
  4. MARKETING.
    Publisher represents and warrants that Publisher's performance hereunder, including the publication/distribution of the Advertising Creative, as well as the use and operation of the Publisher websites, forums and other web venues (and any and all content, articles, blogs posts and other material appearing or linked to therein) (collectively, "Publisher Media"), will: (a) comply with all applicable state and federal laws, rules and Federal Trade Commission implementing regulations including, without limitation, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, the Federal Communications Act, Federal Trade Commission Guidelines Concerning the Use of Endorsements and Testimonials, and all rules and regulations promulgated under any of the foregoing; and (b) not infringe upon the third party proprietary and/or intellectual property rights of any individual or entity. Company, or its Advertisers, will provide Publisher with the Advertising Creative. Unless otherwise authorized in advance in writing, Publisher shall not alter, modify or otherwise make any changes to Advertising Creative in any manner, whatsoever. Publisher will not use inappropriate content on, or in connection with, the Advertising Creative and/or Publisher Media including, without limitation, content that promotes or contains language referring to: (a) the use of alcohol, tobacco or illegal substances, nudity, sexually explicit material, pornography, profanity, adult-oriented content, expletives or inappropriate language; (b) illegal or unethical activity, deceptive acts, racism, hate, material that promotes violence, "spam," mail fraud, gambling, pyramid schemes, investment opportunities or illegal advice; (c) libelous, defamatory, infringing, false or misleading content, or other content that is contrary to public policy; (d) content that may expose Company and/or its Advertisers, clients, affiliated or associated companies to negative publicity; (e) piracy (of software, videos, audio/music, books, video games, etc.) hacking/cracking/phreaking, emulators/ROMs, or distribution of copyrighted materials; (f) content that violates the rights of others, such as intellectual property or privacy rights; (g) activities generally understood as Internet abuse including, but not limited to, the sending of unsolicited bulk electronic mail or the use of Spyware; or (h) content that is otherwise offensive or inappropriate in Company's sole discretion. For the purposes of the Agreement, "Spyware" means computer programs or tools that: (i) alter an end-user's browser or other settings or use an ActiveX control or similar device to download ad supporting software without providing fair notice to and obtaining affirmative consent from the end-user; (ii) prevent an end-user's reasonable efforts to block the installation of or disable or remove unwanted software; (iii) remove or disable any security, anti-Spyware or anti-virus technology on an end-user's computer; (iv) send e-mail through an end-user's computer without prior authorization; or (v) open multiple, sequential, stand-alone advertisements in the an end-user's Internet browser which cannot be closed without closing the Internet browser or shutting down the computer.
  5. BILLING.
    All Advertising Creative is, for the most part, purchased by Advertisers on a thirty (30) day billing cycle ("Monthly Programs"), unless the applicable Program (as defined in the MSA) requires a multi-month prepayment ("Prepaid Programs"). In addition, even where Advertiser is engaged in a Monthly Program, Advertiser may be billed in advance for certain third party costs, such as vendor, publisher and affiliate fees ("Prepaid Amounts"). Where Advertiser is enrolled in a Monthly Program, Advertiser's Advertising Creative will continue to run, and Advertiser will be billed each and every billing period, until: (a) Advertiser fails to pay any amounts when due hereunder, or under the applicable MSA; or (b) Advertiser notifies Company, in writing, of its intent to terminate the applicable Program before the end of the then-current thirty (30) day billing period (or such longer termination period as may be set forth in the MSA). Any late payments will result in Advertiser's Advertising Creative being removed immediately. If at any point in time, a purchased Advertising Creative item is no longer available, Company reserves the right to replace the applicable Advertising Creative item with one of similar price, quality and theme. All Advertisers making payment via credit card or PayPal ("Payment Method") for Monthly Programs will be billed on a monthly, recurring basis for as long as the applicable Monthly Program remains active. Advertiser acknowledges and agrees that Company will not obtain any additional authorization from Advertiser for this recurring payment. In connection with Monthly Program recurring payments, Advertiser's Payment Method will be charged on the applicable Due Date each month; provided, however, that Prepaid Amounts shall be billed prior to the date that the first Advertising Creative is placed in connection with the applicable Monthly Program. For purposes of this User Agreement, each Advertiser's "Due Date" occurs thirty (30) days from the date that the first Advertising Creative is placed in connection with the applicable Monthly Program. If additional Advertising Creative is subsequently purchased, they will be billed on a prorated basis using the original Due Date to measure the applicable days of publication. The fees will appear on your Payment Method statement through the identifier "textlinkads." No refunds will be given for any reason after the applicable Due Date, as well as a twenty-four (24) hour cancellation period that occurs after the applicable Due Date, has elapsed. You shall be responsible for paying any and all applicable sales tax (if any) due to all taxing authorities arising from, or in connection with, your use of the Advertising Creative and/or Services. All fees are payable in United States currency. Failure to use the Advertising Creative and/or Services does not constitute a basis for refusing to pay any of the associated fees.
  6. CANCELLATION.
    If Advertiser wishes to discontinue any Advertising Creative, Advertiser can login to Advertiser's account to cancel, or simply email Company at billing@matomyseo.com before the applicable Due Date, as well as a twenty-four (24) hour cancellation period that occurs after the applicable Due Date. No refunds will be given for any reason after the applicable Due Date, as well as a twenty-four (24) hour cancellation period, has elapsed.
  7. PUBLISHER COMPENSATION.
    Publisher will be sent payment on the 1st day of each calendar month for amounts earned in the preceding calendar month, with payment based on the Publisher's Net Revenue share based on Advertising Creative placement during the previous calendar month. For purposes of this User Agreement, "Net Revenue" shall mean all revenue actually collected from the applicable Advertiser attributable to the applicable Advertising Creative; less credit card fees, hosting fees, internal processing costs (generally collectively ~5%); refunds, credits and bad debt. Company reserves the right to alter the marketplace price of any Advertising Creative, either up or down, based on market demand. The price range of the Advertising Creative varies across the Company network. All Publishers will be sent a notification of the price range that they will be offered for inclusion of applicable Advertising Creative on their Publisher Media. Any Advertising Creative placed for a partial month will be paid out on the amount of days the Advertising Creative was active on the applicable Publisher Media. All payments are based on a thirty (30) day month.
  8. CONTROL OF SERVICES.
    Customer will observe and comply with all registration requirements of Company, as well as Company's technical requirements for the proper display of Advertising Creative. Company reserves the right to modify the Advertising Creative, Site and/or Services at any time, including the discontinuation thereof. Company has the right to suspend Customer's access to the Services at any time, for any reason.
  9. PROPRIETARY RIGHTS.
    All Advertising Creative, content and other material posted or made available by and through the Site and/or Services including, but not limited to, the design, selection, arrangement and coordination of the Site and/or Services (collectively, "Matomy SEO Offerings"), is owned by, or licensed to, Company and is protected under applicable copyright, trademark and other proprietary (including, but not limited to, intellectual property) rights. Except as expressly provided in the Agreement, no part of the Matomy SEO Offerings may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without Company's prior express written consent. Except as expressly provided in the Agreement, Customer is not granted any rights or license to patents, copyrights, trade secrets, rights of publicity or trademarks with respect to the Matomy SEO Offerings, or any document, software, services or other materials viewed at or through same. The posting of information or material by and through the Matomy SEO Offerings by Company does not constitute a waiver of any right in or to such information and materials. The "Matomy SEO" name and logo are trademarks of Company. All custom graphics, icons and service names are trademarks of Company. All other trademarks are the property of their respective owners. The use of any Company trademark without Company's express written consent is strictly prohibited.
  10. LICENSE GRANT.
    As a Customer, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Matomy SEO Offerings in accordance with the Agreement. Company may terminate this license at any time for any reason. Unless otherwise expressly authorized by Company, you may only use the Matomy SEO Offerings for your own personal, non-commercial use. No part of the Matomy SEO Offerings may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Matomy SEO Offerings and/or any portion thereof. You may not create any "derivative works" by altering any aspect of the Matomy SEO Offerings. You may not use the Matomy SEO Offerings in conjunction with any other third-party content. You may not use any automated means or form of scraping or data extraction to access, query or otherwise collect content or other information from the Matomy SEO Offerings. You may not exploit any aspect of the Matomy SEO Offerings for any commercial purposes not expressly permitted by Company. You further agree to indemnify and hold harmless Company for your failure to comply with this Section 10. Company reserves any rights not explicitly granted in the Agreement.
  11. USAGE.
    Customer will not use the Matomy SEO Offerings for any purpose that is illegal, pornographic, infringing, obscene, abusive or in any offensive manner including, but not limited to, violating the security of any computer network. Customer is legally responsible for any claims resulting from Customer's access to the Matomy SEO Offerings, and its use of the Matomy SEO Offerings, and it shall indemnify and hold Company harmless from and against any and all claims arising therefrom.
  12. EXCLUSIVITY PROVISIONS.
    1. A. Publisher is not permitted to alter, modify or in any way edit the Advertising Creative provided by Company in any way without the prior written consent of Company.
    2. If Customer is a Publisher, Customer agrees that it will use the Matomy SEO Offerings exclusively for placing Advertising Creative designed to drive traffic and increase popularity of the Advertiser (or such Advertiser's products and/or service) featured in the applicable Advertising Creative. This exclusivity provision does not apply to contextually driven advertising programs (for example, the Google Adsense program, Yahoo Search Marketing Ads) or to any other non-static HTML link ads (for example, AdBrite).
    3. If Customer is an Advertiser, this User Agreement imposes no restrictions on its right to use any advertising services that it deems appropriate.
    4. Regardless of whether Customer is an Advertiser or a Publisher, Customer understands that other users will have access to the Matomy SEO Offerings, including competitors of Customer.
  13. DISCLAIMER OF WARRANTIES.
    1. A. Company undertakes no responsibility to monitor or otherwise police the content, or use, of the Advertising Creative or other activities of Publisher, Advertisers and/or other third parties. You understand and agree that Company is not responsible for and shall have no obligation and incur no liability to you in connection with any Advertising Creative and/or other information made available by and through the Matomy SEO Offerings. Please use caution, common sense and safety when using the Matomy SEO Offerings. You are solely responsible for your interactions with other Site-users including, but not limited to, Customers and/or other third parties. Because Company is not involved in such interactions, in the event that you have a dispute with one or more Site-users, Customers and/or other third parties, you hereby release Company including, but not limited to, its officers, directors, members, agents, subsidiaries and employees, from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes. Company reserves the right, but has no obligation, to monitor disputes between you and other Site-users, Customers and/or other third parties. You understand and agree that Company is not responsible or liable in any manner whatsoever for your inability to use and/or qualify as either a Publisher or Advertiser or to use any associated the Matomy SEO Offering functionality. You understand and agree that Company shall not be liable to you or any third party for any modification, suspension or discontinuation of the Matomy SEO Offerings or any products and/or services offered by any Publishers and/or Advertisers.
    2. THE Matomy SEO OFFERINGS ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, COMPANY MAKES NO WARRANTY THAT: (A) THE Matomy SEO OFFERINGS WILL MEET YOUR REQUIREMENTS; (B) THE Matomy SEO OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) YOU WILL QUALIFY AS EITHER A PUBLISHER OR ADVERTISER; OR (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE Matomy SEO OFFERINGS WILL BE ACCURATE OR RELIABLE. THE Matomy SEO OFFERINGS MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. COMPANY WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE Matomy SEO OFFERINGS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR OTHERWISE THROUGH OR FROM THE Matomy SEO OFFERINGS, ANY PUBLISHER AND/OR ANY ADVERTISER, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
  14. LIMITATION OF LIABILITY.
    YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE Matomy SEO OFFERINGS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION AND/OR SERVICES PURCHASED OR OBTAINED FROM, OR TRANSACTIONS ENTERED INTO THROUGH, THE Matomy SEO OFFERINGS; (C) THE FAILURE TO QUALIFY AS EITHER A PUBLISHER OR ADVERTISER; AND (D) ANY OTHER MATTER RELATING TO THE Matomy SEO OFFERINGS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND ANY AND ALL OTHER TORTS. YOU HEREBY RELEASE COMPANY FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATION STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF COMPANY TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY. THE Matomy SEO OFFERINGS WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.
  15. CONFIDENTIALITY.
    For purposes of this User Agreement, "Company Confidential Information" includes, without limitation, the identities of the Advertisers and Publishers in Company's network, all Company software, technology, programming, technical specifications, materials, guidelines and documentation Customer learns, develops or obtains that relate to the %1$s Offerings, and any other information designated in writing by Company as "confidential" or any designation to the same effect. Company Confidential Information does not include information that has become publicly known through no breach by Customer or Company, or information that has been (a) independently developed without access to Company Confidential Information as evidenced in writing; (b) rightfully received by Customer from a third party; or (c) required to be disclosed by law or by a governmental authority. Customer will not disclose any Company Confidential Information to any third party, nor will Customer use any Company Confidential Information except as expressly permitted by, or as required to achieve the purposes of, the Agreement. Customer will take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information of a similar nature, to keep confidential the Company Confidential Information. Customer agrees that monetary damages for breach of confidentiality under this Section 15 may not be adequate and that Company shall be further entitled to injunctive relief without the requirement to post a bond.
  16. TERMINATION.
    Unless set forth to the contrary in the MSA, either Customer or Company may terminate the Agreement at any time by notifying the other party in writing (with email sufficing as a writing). Any fees paid hereunder are non-refundable and non-cancelable. Upon termination of the Customer's account, Customer's right to use the Matomy SEO Offerings will immediately cease and Customer will remove all Advertising Creative from Customer's websites. If a Publisher violates the Agreement, Publisher waives its right to qualify for payments under the Agreement and any payments due to Publisher are cancelable in Company's sole discretion.
  17. DISPUTE RESOLUTION PROVISIONS.
    The Agreement shall be treated as though it were executed and performed in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Unless set forth to the contrary in the MSA, should a dispute arise concerning the %1$s Offerings, the terms and conditions of the Agreement or the breach of same by any party hereto, the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association in New York, New York, in accordance with the then current Commercial Arbitration rules of the American Arbitration Association. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing herein shall be construed to preclude any party from seeking injunctive relief in order to protect its rights pending arbitration. To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Company and its employees, officers, directors, members, representatives and assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney's fees and court costs that Company incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (a) does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (b) is an independent agreement.
  18. ELECTRONIC SIGNATURES.
    Where applicable, Customer may accept this User Agreement via electronic means rather than via a handwritten signature ("Electronic Acceptance"). Customer acknowledges and agrees that by clicking on the "Create My Account" button, or taking such other action as may be designated by Company as a means of accepting this User Agreement, Customer is submitting a legally binding electronic signature and is entering into a legally binding contract. Customer acknowledges that Customer's electronic submission constitutes Customer's agreement and intent to be bound by this User Agreement. Pursuant to any and all applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, CUSTOMER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE AND/OR SERVICES OFFERED BY COMPANY. Further, Customer hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other law in any jurisdiction which requires an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
  19. COPYRIGHT POLICY/DMCA COMPLIANCE.
    Company reserves the right to terminate the Customer account of any Customer who repeatedly infringes upon third-party copyright rights. If you believe that a copyrighted work has been copied and/or posted via the Matomy SEO Offerings in a way that constitutes copyright infringement, you should provide Company with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification and location on the Site (or otherwise) of the copyrighted work that you claim has been infringed upon; (c) a written statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, such as telephone number or e-mail address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for Company's Copyright Agent for notice of claims of copyright infringement is as follows:
    Matomy SEO, LLC
    Attn: DMCA/Copyright Agent
    77 Water Street 12th Floor
    New York, New York 10005
    support@matomyseo.com
  20. INDEMNIFICATION.
    You agree to indemnify and hold Company, its parents, subsidiaries and affiliates, and each of their respective members, officers, directors, employees, agents, co-branders and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys' fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your use of Matomy SEO Offerings; (b) your breach of the Agreement; and/or (c) any dispute between you and any Site-user, Publisher, Advertiser, any third party or any other entity. The provisions of this Section 20 are for the benefit of Company, its parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
  21. MODIFICATION OF AGREEMENT.
    Company may amend this User Agreement from time to time in its sole discretion, without specific notice to you; provided, however, that any amendment or modification to the: (a) arbitration provisions, prohibition on class action provisions or any other provisions applicable to dispute resolution (collectively, "Dispute Resolution Provisions") shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) payout, pricing and/or billing provisions ("Billing Provisions") shall not apply to any payments earned, or charges incurred, as applicable, prior to the applicable amendment or modification. The latest User Agreement will be posted on the Site, and you should review the User Agreement prior to using the %1$s Offerings. By your continued use of the %1$s Offerings, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within this User Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, or payments earned or charges incurred prior to the amendment or modification of the Billing Provisions, which shall be governed by the Dispute Resolution Provisions and/or Billing Provisions then in effect at the time of the subject dispute, payments earned or incurred charges, as applicable).
  22. MISCELLANEOUS
    The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control. If any provision of the Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable. The Agreement is not assignable, transferable or sub-licensable by Customer except with Company's prior written consent. Each party agrees that this User Agreement, together with the MSA and any Order Form (as defined in the MSA), is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this User Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of the Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
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