Terms and conditions

Last modified: April 14, 2024

1. Description of Services

We have designed this agreement to be as straightforward as possible. We intend to fully protect our clients and our company without getting too deep into the legal jargon and becoming hard to understand. Take your time to review this agreement and make sure you both understand and agree to everything within it. If you have any comments, concerns, or suggestions don’t hesitate to contact us.

All of Brand SEO Agency, LLC services are delivered via a service subscription-based agreement model or through a contractual agreement. By agreeing and starting one or any of our service subscriptions you agree and understand that you and your project are subject to the terms laid out in this client agreement.

Brand SEO Agency, LLC, a corporation organized and existing under the laws of North Carolina is a consulting firm and will be referred to within this agreement as “the Agency.” Anyone securing any of our subscription-based services or otherwise is referred to within this agreement as “the Client.”

Beginning when the Client makes the initial payment through the Agency’s website, the Agency will provide the service(s) as outlined within the subscription that is selected by the Client.

Unless explicitly stated otherwise, any updates, new features, or new products shall be subject to these terms. 

The Client understands and agrees that the service(s) is provided “AS-IS” and that the Agency assumes no responsibility for the timeliness, deletion, delivery of its products, or failure to store any user communications, subscription, or user setting.

2. Payment for Services

In consideration of the service(s) to be performed by the Agency, the Client agrees to compensate the Agency for the service(s) rendered through the service subscription(s). The Agency’s fees for the service(s) specified in the Description of Services, above, will be charged according to the schedule described.

The Client will pay the Agency’s costs and expenses monthly unless the service subscription(s) specify to the contrary (some services are rendered at a one-time cost).

All the Agency services are sold as automatically recurring service subscription(s) that renew(s) monthly on the anniversary of the purchase date unless otherwise stated.

Once the Client’s service subscription(s) is completed the Client will no longer receive updates and support for any of the Agency’s products or services without entering into another service subscription(s) agreement. Any Client-specific graphic collateral, content domain name(s), plugins, etc., created over the term of the service subscription(s) that are unique to the Client will be given over to the Client as their own with full rights to use. However, plugins, components, email services, social media services, and anything else created and used in the relationship and during the duration of the subscription(s) that are not specific to the Client and are property of the Agency will remain solely the property of the Agency and will not be given to the Client unless specifically noted or purchased separately through another agreement.

A renewal service subscription price will be agreed upon during the time of request and is not guaranteed to be the original price of the previous service subscription as things are subject to change and adjustments.

3. Refunds

All sales are final. Due to the digital nature of our work, there is nothing to return, and the product is essentially the time and work we perform and can’t get back. If you have any issue with our service or product please contact us and we will do everything in our power to resolve the issue or make reasonable adjustments. There are no refunds. By becoming a Client you agree that you understand there are no refunds. All fees are non-refundable and the Client is not entitled to any refund for any Services or Products purchased.

4. Plugins Required

In building and supporting any service subscription(s) agreement special plugins and components are often required. These plugins and components usually have associated costs and/or subscriptions to use. During the service subscription(s) agreement, The Agency will use its license for any plugins and components that require a license or purchase that the Agency has on file. Should a special plugin or component be required to accomplish any aspect of the service subscription(s) agreement that the Agency does not own the Client will be required to obtain such license for use in the service subscription(s) agreement. After the service subscription(s) agreement is completed or immediately upon termination of the service subscription(s) agreement any licenses that have been used under the Agency’s account will revert to the Agency and the Client will be required to obtain their licenses for those plugins and components. Use of the Agency’s plugin and component licenses does not constitute ownership or transfer of ownership to the Client in any manner.

5. Term/Termination

This Agreement may be terminated by either party at any time for any reason.

6. Relationship of Parties

It is understood by the parties that the Agency is an independent contractor concerning the Client and not an employee of the Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Agency.

7. Work Product Ownership

Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the “Work Product”) developed in whole or in part by the Agency in connection with the service subscription(s) shall be included as part of the service subscription(s) upon completion. Should the service subscription(s) be terminated by either party before its completion termination the entirety of the “Work Product” will revert solely to the Agency unless conveyed otherwise through some other agreement executed by both parties.

8. Laws Affecting Electronic Commerce

The Client agrees that the Client is solely responsible for complying with laws, taxes, and tariffs that governments enact and fix from time to time in connection with Internet electronic commerce, and shall indemnify, hold harmless, protect, and defend the Agency and its subcontractors from any cost, claim, suit, penalty, or tariff, including attorneys’ fees, costs, and expenses, arising from the Client’s exercise of Internet electronic commerce.

9. Confidentiality

The Agency will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Agency, or divulge, disclose, or communicate in any manner any information that is proprietary to the Client. The Agency will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Agency will return to the Client all records, notes, documentation, and other items that were used, created, or controlled by the Agency during the term of this Agreement. The Client understands that the Agency has developed processes, systems, and settings of software in such a way that it is highly confidential and proprietary to the Agency. The Client agrees not to divulge such processes, systems, and settings of software to anyone or allow them through the Client’s access to be viewed by anyone other than the Client alone. The Client understands that divulging such confidential and proprietary methods would cause the Agency losses and damages that the Client would be responsible for recouping. This provision shall continue to be effective after the termination of this Agreement.

10. Sponsors, Third Parties, and Advertisers

The Client’s correspondence or business dealings with, or participation in promotions of, sponsors, third parties, or advertisers found on or through the Agency, its services, etc., including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between the Client and such sponsor, third party or advertiser. The Client agrees that the Agency shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such sponsors, third parties, or advertisers on the Agency’s website(s), collateral of any kind, its services, etc.

11. Intellectual Property Information

All materials on the Agency’s website, brandseoagency.com, (”Online Materials”), including, without limitation, names, logos, trademarks, service marks, images, articles, columns, graphics, photographs, illustrations, artwork, blog posts, audio clips, themes, video clips, software, and other elements making up the Agency’s marketing material, etc., are protected by copyrights, trademarks and other intellectual property rights owned and controlled by the Agency or by other 3rd parties. Except as specifically provided herein, no Online Materials may be copied, reproduced, republished, downloaded, posted, transmitted, distributed, or resold in any way, or otherwise used for any purpose, without the prior written permission of the Agency or the respective owners. Unless otherwise specifically allowed by these Terms, the Client may not add, delete, distort, or otherwise modify the content or the products provided by this site. Any unauthorized attempt to modify any Online Material, to defeat security features, or to utilize this site for other than its intended purposes is strictly prohibited.

The Agency and its respective logos, product names, and service names are trademarks of the Agency. All other trademarks appearing on the the Agency’s website(s), collateral of any kind, its services, etc. are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made.

12. Links

The Agency may provide, or third parties may provide, links to other websites or resources. Because the Agency has no control over such sites and resources, the Client acknowledges and agrees that the Agency is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, accuracy, quality, advertising, products, or other materials on or available from such sites or resources. The Client further acknowledges and agrees that the Agency shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such site or resource.

13. Employees

The Agency’s employees or contractors, if any, who perform services for the Client under this Agreement shall also be bound by the provisions of this Agreement. At the request of the Client, the Agency shall provide adequate evidence that such persons are the Agency’s employees or contractors.

14. Assignment

The Agency’s obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of the Client and the Agency.

15. Entire Agreement

This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written relating to any subscription-based services.

16. Severability

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

17. Non-Waiver

The failure of the Agency to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. 

The Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the service subscription(s) and its service(s) or the Terms must be filed within 90 days after such claim or cause of action arose or be forever barred.

18. Amendment

No amendment, waiver, or discharge of any provision of this Agreement shall be effective against the Client or the Agency without the written consent of the Client and the Agency.

19. Refusal or Discontinuance of Service

The Agency reserves the right to refuse, terminate, or restrict service to any user for any reason or no reason at all.

20. Email

The Agency may occasionally send the Client emails related to the purchase of product(s) and services from the Agency. The Agency may also send the Client occasional email newsletters relating to any of the Agency’s products or services updates, promotions, and the like. The Agency will never sell or release the Client’s email to any third-party vendors. The Client may opt out of these emails at any time without penalty.

21. Applicable Law

This Agreement will be governed by the laws of the State of North Carolina. Any dispute arising from the terms of this agreement or breach of this agreement will be governed by the laws of the State of North Carolina and the Client agrees to personal jurisdiction by the state and federal courts sitting in Alamance County, North Carolina. The parties hereby expressly waive trial by jury in any action, proceeding, or counterclaim brought by either of the parties against the other on any matters whatsoever arising out of or in any way connected with these Terms and agree to submit to binding arbitration.

22. Disclaimer of Warranties

THE CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT:

a. THE CLIENT’S USE OF THE AGENCY IS AT THE CLIENT’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE AGENCY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

b. THE AGENCY MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE CLIENT THROUGH THE SERVICES WILL MEET THE CLIENT’S EXPECTATIONS, (v) ANY ERRORS IN THE SERVICES WILL BE CORRECTED, (vi) OR THAT THIS WEB SITE, ITS CONTENT, PRODUCTS, AND THE SERVERS ON WHICH THE WEB SITE, PRODUCTS, AND CONTENT ARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT THE CLIENT’S OWN DISCRETION AND RISK AND THE CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE CLIENT’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CLIENT FROM THE AGENCY OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

e. THIS WEBSITE MAY CONTAIN VARIOUS COMBINATIONS OF TEXT, IMAGES, AUDIOVISUAL PRODUCTIONS, OPINIONS, STATEMENTS, FACTS, ARTICLES, OR OTHER INFORMATION CREATED BY THE AGENCY OR BY THIRD PARTIES. DUE TO THE NUMBER OF SOURCES FROM WHICH CONTENT IN THIS SITE IS OBTAINED, AND THE INHERENT HAZARDS OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS, OR INACCURACIES IN SUCH CONTENT. ACCORDINGLY, SUCH CONTENT IS FOR THE CLIENT’S REFERENCE ONLY AND SHOULD NOT BE RELIED UPON BY THE CLIENT FOR ANY PURPOSE.

f. INFORMATION, PRODUCTS, AND/OR CREATED BY THIRD PARTIES THAT THE CLIENT MAY ACCESS ON THE SITE OR THROUGH LINKS IS NOT ADOPTED OR ENDORSED BY BRINN AND REMAINS THE RESPONSIBILITY OF SUCH THIRD PARTIES.

23. Limitation of Liability

THE CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT CONCERNING THE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THIS SITE, IN NO EVENT SHALL THE AGENCY OR ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THIS PARAGRAPH SHALL ALSO APPLY TO (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT’S TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.

24. Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE AFOREMENTIONED LIMITATIONS MAY NOT APPLY TO THE CLIENT.