Local Search Boosters Terms
These Terms and Conditions (this “Agreement”, “Master Agreement“) is a legal agreement between Xtreme Websites, LLC a Maryland corporation (“Xtreme”, “us” or “we”), and the business by which the individual accepting this Agreement is employed or otherwise engaged (the “Client” or “you”). Xtreme and Client are each referred to herein as a “Party,” and collectively as the “Parties.”
This Agreement, together with any other applicable terms and conditions referenced herein, governs in its entirety the relationship between Xtreme and the Client in connection with the Products (as defined below) for which Client has purchased a subscription. By clicking a box or link indicating your acceptance, you agree to the terms of this Agreement. If you do not agree with the terms of this Agreement, you must not accept this Agreement, and you will not be permitted to use any of the Products or exercise any of the other rights set forth herein.
1.1 Product Subscriptions. Xtreme offers its clients subscriptions to various products and services (each, a “Product”). Use of Products is subject to additional technical standards, content rules, and other terms and conditions (of both Xtreme and its Partners (as defined below) (collectively, the “Product Terms”). The Product Terms can be seen under the “Local Search Boosters – Product Terms” section and are incorporated into, and form a part of, this Agreement.
1.2 Partners. Certain Products may involve the distribution of Client Content (as defined in Section 3.4) and/or other interactions with third parties (the “Partners”) that own or operate online business directories, search websites, social media websites, mobile apps or other online properties (the “Partner Sites”). Client acknowledges and agrees that (i) all content submitted for any Product shall be subject to the 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 Partner at any time in its sole discretion, or modified by Xtreme or the Partner at any time to comply with such policies, (ii) Xtreme does not guarantee that any content will be displayed on any Partner Site, and (iii) the appearance and/or location of any content placement may change at any time. XTREME SHALL HAVE NO LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN THE PARTNER SITES, FOR ANY DECISION BY A PARTNER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY CLIENT, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii) OR (iii) OF THE PRECEDING SENTENCE.
1.3 Implementation at Client’s Request. Xtreme may from time to time, at the request of the Client, assist Client with the implementation of certain features that are a part of the Products. This may include interaction with the Client’s website and webpages. Any such assistance provided by Xtreme is at the Client’s own risk. XTREME SHALL HAVE NO LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN THE CLIENT’S WEBSITE OR TO ANY CLIENT CONTENT OR OTHERWISE IN CONNECTION WITH SUCH ASSISTANCE.
- Fees and Payment.
2.1 Fees. By purchasing a subscription, you agree to any fee and payment terms that are described herein and/or during the online registration process. Any Product fees are exclusive of any sales, taxes, levies, duties or similar governmental assessments (other than taxes on Xtreme’s income). Client is responsible for paying any Taxes associated with its purchases hereunder. Purchased subscriptions may not be cancelled during the subscription term and any fees paid are nonrefundable. Client agrees that its purchases are not contingent on Xtreme’s delivery of any future functionality or feature.
2.2 Provision of Credit Card Information; Payment Terms. You will be required to provide Xtreme with a valid credit card number upon registration for a subscription. You hereby warrant and represent that you have the authority to provide such credit card information to Xtreme and shall be responsible for all charges made thereto. Xtreme will bill your credit card in advance of each Billing Period (as defined below) for the fees incurred for such Billing Period, as well as for any outstanding balances. Your “Billing Period” will be specified by Xtreme at the time of registration, though Xtreme reserves the right to change the term of future Billing Periods at any time. Any and all late payments shall accrue interest at the rate of one and one half percent (1.5%) of the outstanding balance per month (or the highest rate permitted by law, whichever is less). In addition, you are responsible for paying any reasonable expenses and attorneys’ fees that Xtreme incurs in connection with collecting late amounts. If any amount owed by you under this Agreement is overdue, Xtreme may, without limiting our other rights and remedies, suspend your access to the Products until such amounts are paid in full. Notwithstanding the termination provisions set forth in Section 4.2, if your access to the Products has been suspended for a period of seven (7) days or more for an overdue payment pursuant to the preceding sentence, Xtreme may, upon notice to you, immediately terminate this Agreement and cancel your account.
2.3 Automatic Renewal. Xtreme will automatically renew each of your product subscriptions and charge your credit card at the beginning of each subscription renewal period, so long as your subscription has not been canceled. The automatic charge to your credit card will occur at the commencement of each subscription renewal. You acknowledge that the amount billed each Billing Period may vary for reasons such as promotional rates no longer being applied, changes in your subscription (for example, changes in the number of your locations under your subscription), changes in the amount of applicable sales tax or other reasons; and you authorize us to charge your credit card for such varying amounts. Xtreme may also periodically pre-authorize your credit card in anticipation of account or related charges.
- Use of the Products.
3.1 Right to Use. Xtreme and Partners hereby grant Client a limited, non-exclusive, non-transferable right to access and use the Products that Client has subscribed to solely in connection with Client’s legitimate business needs. This right will terminate in the event the applicable subscription is not renewed or this Agreement is terminated pursuant to Section 4.2, in which case Client will immediately cease any further use of the Products. Client is solely responsible for all use of the Products through any of its account(s).
3.2 Proprietary Rights. Xtreme technology partners own and retain all rights, title and interest (including all intellectual property rights) to the Products herein. Xtreme has the right to use all aspects of the technology and any software or other marketing materials in connection with the delivery of the Products hereunder.
3.3 Usage Restrictions. Client’s use of the Products is limited solely to those rights granted in Section 3.1. Client will not (i) copy, prepare derivative works of, decompile or reverse engineer any Product, or any portion of any of the Products, (ii) use the Products to store or transmit any malware, or for any unlawful or fraudulent purpose, or (iii) sell, resell, license, sublicense, distribute, rent or lease any Product. Client will not remove any trademark, copyright, or other proprietary rights notices which appear on the Products. In addition, Client will not use the Products for any unlawful or fraudulent purpose including, but not limited to: (a) impersonating any person or entity, (b) harvesting or collecting any personal information in violation of applicable law or (c) promoting any product, service or business that is unethical, obscene or in violation of any applicable law or regulation.
3.4 License to Client Content. Client hereby grants Xtreme non-exclusive, worldwide, paid-up, royalty-free, transferable (in the event of a sale or other change of control of Xtreme’s business), perpetual, irrevocable, unlimited use rights (or a subset of such rights) to use, distribute, copy, publish, syndicate, reformat and update (for example, to improve accuracy and/or standardize formats) any and all business listing and other information or content that is made available by or on behalf of you in connection with your use of the Products (“Client Content”). Xtreme may sublicense this right to any Partners and other online partners. This license will survive any termination or expiration of this Agreement. Client acknowledges and agrees that Xtreme shall be the source of record for Client’s business listing information and that Client will only make available information that it knows to be true.
- Term and Termination
4.1 Term. This Agreement is effective as of the date you register for a subscription (the “Effective Date”) and shall continue for a period of twelve (12) months (the “Initial Term”). Initial term may vary if the subscription is part of a larger All-Inclusive Service Agreement, at which point that agreement’s term will take precedence over this. After the expiration of the Initial Term, this Agreement shall renew automatically for a period of twelve (12) months, unless a prior cancellation request is received from client in accordance with this Section 4.2.
4.2 Termination. Either Party may terminate this Agreement and disconnect some or all of the Products at any time for convenience upon notice to the other Party to be effective at the end of your current subscription period (such cancellation notice may be provided through the client area at https://xtremeplatform.com). In the event of early termination, an early termination fee of 25% of the remaining term balance will be applied to the account. In addition, Xtreme may, upon notice to you, immediately terminate this Agreement and cancel your account in the event of your material breach of this Agreement.
4.3 Survival. Upon any termination or expiration of this Agreement, Client will pay Xtreme any fees due and payable prior to the effective date of such expiration or termination. The following provisions shall survive any termination of this Agreement: Section 3.4 (“License to Client Content”), this Section 4.3 (“Survival”), Section 5 (“Disclaimer and Limitation of Liability”), Section 6 (“Indemnification”), Section 7 (“Representations and Warranties”), Section 8 (“General Provisions”).
- Disclaimer and Limitation of Liability. THE PRODUCTS PROVIDED BY XTREME IN CONNECTION WITH THIS AGREEMENT ARE SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, XTREME MAKES NO, AND DISCLAIMS ALL, WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR OTHERWISE. THE XTREME PRODUCTS AND XTREME WEBSITE, AND OTHER WEBSITES, DATABASES AND/OR THIRD PARTY PROGRAMS CONTAINED WITHIN THE PRODUCTS, MAY CONTAIN BUGS, ERRORS, PROBLEMS AND/OR OTHER LIMITATIONS. XTREME HAS NO LIABILITY, WHATSOEVER, TO YOU OR ANY THIRD PARTY, FOR ANY CHANGES MADE TO THE CONTENT OF YOUR WEBSITE AS A RESULT OF XTREME’S ASSISTANCE IN IMPLEMENTING ANY PRODUCT FEATURES, ANY OTHER PARTY’S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY’S USE OF, OR INABILITY TO USE, XTREME WEBSITES, DATABASES AND/OR PROGRAMS. XTREME DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT ANY OTHER PARTY’S SECURITY METHODS, PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY’S USE OF XTREME’S WEBSITE, DATABASES AND/OR PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL XTREME OR ANY PARTNER BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IF XTREME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. XTREME WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THE AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THE AGREEMENT, AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND XTREME’S CONTROL. IN ADDITION, AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, XTREME’S MAXIMUM, CUMULATIVE LIABILITY UNDER ANY CAUSES OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL PRICES PAID BY CLIENT TO XTREME UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE FIRST CLAIM ARISES. To the extent any liability of Xtreme cannot be disclaimed, excluded or limited under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law.
- Indemnification.Client will defend, indemnify, and hold harmless, Xtreme, its third party licensors and Partners, and its affiliates, and each of its and their respective officers, directors, members, managers, employees, sublicensees, contractors and agents (collectively, “Indemnified Parties”) from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorney’s fees and expenses) arising from or related to: (a) any breach of the Agreement by you (including, but not limited to, any representations and warranties made herein); (b) any violation of any law or regulation arising from or in connection with your subscription; (c) any allegation arising from or relating to any Client Content, including, but not limited to, any allegation that any Client Content infringes or otherwise violates any trademark, trade name, service mark, copyright, license, trade secret, right of privacy or publicity or other intellectual property or proprietary right of any third party, constitutes false advertising, is defamatory and/or is in violation of any law or regulation; (d) any claim by any third party related to you or your products, services, webpages, websites or business; and/or (e) any third party dispute with you, including, without limitation, any injury suffered by a third party at your place of business or any other related issue.
- Representations and Warranties.You represent, warrant and covenant that at all times during the term of this Agreement:
- the individual accepting this agreement is authorized to act on behalf of you and to bind you to this Agreement;
- you have the full power and authority to conduct your business, to enter into this Agreement, and to perform your obligations under this Agreement;
- you have obtained, and grant to Xtreme, sufficient rights to access and use the Content necessary to deliver the Products in accordance with this Agreement;
- your execution, delivery and performance of this Agreement will not conflict with or violate: (a) any provision of law, rule, regulation, industry guidelines or codes of conduct to which you or your activities are subject; (b) any order, judgment or decree applicable to you; (c) any provision of your organizational documents; or (d) any agreement or other instrument applicable to you; and
- you will comply with all applicable federal, state and local laws, rules, regulations, court orders, judgments and decrees.
- General Provisions.
8.1 Promotional Materials. During the term of this Agreement, Xtreme may use Client’s name and logo for the purpose of referring to Client as a Xtreme client on Xtreme’s website and in its other promotional materials.
8.2 Policies. Client’s participation in any subscription shall be subject to all applicable Xtreme policies including, without limitation, the Privacy Policies posted on any Web Site on which Client listings are published, and any applicable Web Site specification requirements (collectively, “Policies”). The Policies may be modified by Xtreme at any time. The latest Policies can be found on this page. You should review the Policies regularly. By your continued participation in a Product subscription, you agree to all of the associated terms and conditions contained within the Policies effective at that time.
8.3 Representatives. Except as where otherwise stated, each Party is permitted to use contractors, agents and professional advisors (“Representatives”) in connection with this Agreement, but it is liable for their acts and omissions.
8.4 Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision, the affected Party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.
8.5 Waiver. The waiver by either Party of a breach or a default of any provision of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such Party.
8.6 No Agency; Independent Contractors. Nothing contained in this Agreement shall be deemed to imply or constitute either Party as the agent or representative of the other Party, or both Parties as joint venturers or partners for any purpose.
8.7 Governing Law and Forum. This Agreement, and any disputes arising directly or indirectly from this Agreement, shall be governed by and construed in accordance with the laws of the State of Maryland, U.S.A, without regard to its choice of law provisions. If for any reason a claim proceeds in court rather than in arbitration, each of the Parties hereby waive any right to a jury trial and irrevocably consent and submit to the exclusive jurisdiction of the state and federal courts located in Montgomery County, Maryland, U.S.A for any such disputes, and hereby irrevocably waive any objections to the laying of venue in such courts.
Local Search Boosters – Product Terms
- Relationships with Publishers
a) Publishers Included. Xtreme may add new publishers (“Publishers”) to your subscription to Listing Builder from time to time. If a Publisher that is included in your subscription to Listing Builder is dropped from Xtreme’s publisher network, or if that Publisher no longer accepts listings from clients that are not small businesses, then such Publisher will no longer be included in your subscription.
b) Location Data. Publishers that are included in a subscription may incorporate your location data within their databases and may make the location data available to their respective data clients both during and after the term of the Master Agreement. Notwithstanding anything herein to the contrary, certain features of Listing Builder (for example, synchronization and directory publication) may not apply to data aggregators, submission Publishers, or navigational Publishers.
c) Publishers’ Terms. You may be required by certain Publishers to agree to such Publishers’ terms and conditions or other policies regarding the use of such Publisher Sites. In such event, if you wish to have your content published on such Publisher’s site, you hereby agree to comply with all such terms. Upon any actual or alleged failure to comply with such terms, in addition to our other rights and remedies, Xtreme will have the right to immediately suspend access to that Publisher or suspend the provision of the applicable Product subscription(s) until such failure is cured by you and/or, if directed by the Publisher, to terminate the applicable Product subscription(s).
d) Locations. If you are subscribed to a Listing Builder package that allows international locations, then the locations you purchased a subscription for may be located in any country unless prohibited by law. If you are subscribed to a Listing Builder package that only allows locations in the United States, then the locations you purchased a subscription for may only be located in the United States of America.
- Emails, Marketing, and Third-Party Content
a) Platform Usage. To the extent that Xtreme provides you with access to a Platform that: (1) provides you with the ability to monitor your customers’ reviews, from participating Publishers, by location; and (2) allows you to send review requests to your customers through our platform, you hereby agree that you shall use the Product and/or Beta only in accordance with these Product Terms and the Master Agreement. Access to any such Product and/or Beta is intended for your exclusive use. You may use such Product and/or Beta only in connection with your own customers concerning locations that are owned and operated by you. You may not use any such Product and/or Beta in any way that could potentially harm Xtreme and/or any third party, or derive revenue or commercial gain from the use of the Product(s) and/or Beta(s) that offer such functionality.
b) Marketing Laws. You represent and warrant that all third party content, including but not limited to customer information and customer lists that you provide to Xtreme and any communications you send arising out of or in connection with your use of the Platform, is accurate and up to date and will be in compliance with all laws, rules or regulations including but not limited to 15 U.S.C. §§ 7701-7713 (the CAN-SPAM Act), 47 U.S.C. 227 (the Telephone Consumer Protection Act), Canada’s An Act to Promote the Efficiency and Adaptability of the Canadian Economy by Regulating Certain Activities that Discourage Reliance on Electronic Means of Carrying out Commercial Activities, and to Amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act, SC 2010, c 23 (CASL), Data Protection Directive 95/46/EC, Privacy and Electronic Communications Directive 2002/58/EC and all national laws implementing such Directives and any and all relevant data privacy laws, rules, regulations, codes of practice and best practices (as may be amended, re-enacted or replaced from time to time) (collectively, “Marketing Laws”).
c) Marketing Laws Compliance. You further acknowledge that you are responsible for your own compliance with all applicable Marketing Laws in connection with your use of the Platform, and you represent and warrant that you comply with all such Marketing Laws. Accordingly, you represent, warrant and covenant that: (i) the customer lists were not created or shared with Xtreme in a manner that violates applicable Marketing Laws; (ii) each recipient has been given clear and conspicuous notice that his or her e-mail address and/or other contact information can be shared; and (iii) each recipient has given any required consent to receiving commercial e-mail and other forms of communication, including, but not limited to text messages; and (iv) you will be considered the sender of any communications under applicable Marketing Laws.
d) Text Messages. You will provide Xtreme with information and updates to customer information or opt-out requests promptly after receiving applicable requests under the Marketing Laws; You will ensure that any customer lists have been run against the most relevant suppression file operated by the relevant preference service and you will not provide Xtreme with any email addresses and/or other contact information, including, but not limited to phone numbers, that have previously opted out of receiving commercial messages from you; and you agree that Xtreme reserves the right to cap the number of emails and other forms of communication, including, but not limited to text messages, that may be sent using through or in connection with any Product(s) at its sole discretion.
e) User Content. You acknowledge and agree that the advice, opinions, offers, statements, or other information or other user content (e.g. in reviews) are those of their respective authors, and said authors are solely responsible for such reviews and that you are solely responsible for any data and/or content you submit through any Product(s).
LOCAL SEO BUILDER
- Access to Content
a) Access to Google My Business Account. The client acknowledges and agrees to grant the agency access to their Google My Business account. This access is necessary to facilitate effective optimization and enhancement of the client’s profile ranking on Google. The agency will utilize proven ethical practices to make necessary edits, updates, and optimizations to the client’s Google My Business listing. The purpose of these actions is to enhance the client’s online visibility, improve their profile ranking, and ensure compliance with Google’s guidelines. The client understands that granting access to their Google My Business account is essential for the successful implementation of the agency’s services and for achieving the desired outcomes.
b) Access Consent. Some features may require Xtreme to access, on your behalf, Publisher accounts and, as applicable, to post content to and/or retrieve content from such accounts. By using a feature that requires Xtreme to access such accounts, you give Xtreme your consent and authorization to access such accounts and, as applicable, post content to and retrieve content from such accounts.
c) Photos and Videos. Xtreme may offer features that allow you to link to and share public photos and videos posted on various social media sites (e.g. Google Posting). For any photo or video collected via this feature that you display or link to, you hereby represent and warrant to Xtreme that you have the full legal right, power, and authority to share, display or link to such photo or video. You further represent and warrant that you will not use this feature in a manner that would be: (i) unlawful, or (ii) infringe, violate, or otherwise interfere with any intellectual property right, privacy right, or publicity rights of another party.
You represent and warrant that you have obtained or procured any and all necessary rights and permissions to grant Xtreme the right to publish, transmit, display, use, and host third-party content transmitted by you or on your behalf to Xtreme, in both a personally identifiable form and in a de-identified or aggregate form, to provide the Product and/or Beta to you. Xtreme reserves the right to withdraw your access to this feature at any time and for any reason.
d) Data Accuracy and Third-Party Analytics. The agency utilizes data from Google for features like keyword ranking, competition tracking, and map positioning within the product. The client acknowledges that these analytics are based on Google’s data, which may have limitations and variations beyond the agency’s control.
The agency is not responsible for the accuracy of these analytics, as they rely on external sources. The client understands that decisions based on this data are at their own risk and should exercise their judgment. The agency disclaims liability for any consequences arising from the use of these analytics. By using the product’s features, the client acknowledges the limitations of data accuracy and third-party analytics.
OTHER PLATFORM-RELATED TERMS
- European Customers
a) Data Controller. You agree that you shall be regarded as the data controller of the personal data of your customers which may be provided to Xtreme in connection with the review services. When providing the review services, Xtreme will act as a data processor in accordance with the applicable Marketing Laws. This entails that Xtreme must only act on instructions from the data controller in regards to the personal data about the end customers with the exclusive aim of performing the data controller’s obligations on its behalf. Xtreme will not communicate this personal data to any third parties, without the relevant data controller’s consent.
b) Personal Information. Xtreme shall take appropriate technical and organizational measures necessary to protect personal information and to comply with the obligations of a data processor under applicable Marketing Laws. At your request, Xtreme shall, in line with and to the extent provided for in the Marketing Laws, supply you with sufficient information to confirm that the appropriate technical and organizational security measures have been made. Upon termination of the Master Agreement or these Product Terms, Xtreme shall on your written request return all personal data and copies thereof, or shall destroy all such personal data and copies thereof. Xtreme is authorized to keep the personal data duly blocked for the purposes of complying with applicable laws, providing the services hereby agreed, or in any case for as long as any responsibility may be derived for them from the Master Agreement or these Product Terms. You agree that Xtreme may use sub-processors in the provision of any part of the services.
- Beta Products
a) Beta Access. You understand and acknowledge that Xtreme may, at its option, provide certain products, features and services that are in development by Xtreme and/or not yet made generally available to the public (each a “Beta Product” or a “Beta Service” or a “Beta,” collectively “Beta Products,” or “Beta Services” or “Betas”). Betas are made available on an “AS IS” and “AS AVAILABLE” basis for the sole purpose of evaluating the Beta and providing Xtreme with feedback on the marketability, quality and usability of the Beta.
b) Beta Development. Xtreme may discontinue any Beta at any time in Xtreme’s sole discretion and may never make them generally available. Any feedback that you provide (on your behalf or on behalf of your Clients who have been given access to any Beta) in connection with your use of a Beta may be used, modified and/or incorporated by Xtreme in its sole discretion, including in its Products and documentation and you grant to Xtreme a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable license to Xtreme to use any and all feedback, comments, and/or suggestions in Xtreme’s sole discretion with no obligation to you.
- Legitimate or Legal Business
The agency shall perform all optimization tasks and services outlined in this agreement on the condition that the client’s business is legitimate and operates within the bounds of the law. The client affirms that their business does not infringe upon the rights of others, including intellectual property rights, copyrights, trademarks, or any other legal rights. Furthermore, the client confirms that their business is not involved in any unlawful activities or practices.
In the event that the agency becomes aware of any violation of legal rights or unlawful activities associated with the client’s business during the course of providing services, the agency reserves the right to suspend or terminate the optimization services immediately, without any liability or obligation. The client shall indemnify and hold the agency harmless from any claims, damages, or legal consequences arising from the violation of rights or engagement in unlawful business practices by the client.
By entering into this agreement, the client acknowledges and assures the agency that their business is legitimate, operates within the bounds of the law, and does not infringe upon the rights of others.
- Health Information
a) Xtreme’s Products do not involve the transmission or storage of Protected Health Information or Electronic Protected Health Information (collectively “PHI”) as defined by the Health Insurance Portability and Accountability Act (“HIPAA”).
b) You agree that in no event will Xtreme be deemed a Business Associate as defined by HIPAA and you will take all necessary steps to ensure that Xtreme is not deemed to be a Business Associate to you or to any of your agents, representatives, clients or end customer(s).
c) You further agree and covenant that (i) neither you nor any third party acting on your behalf will transmit or make available any PHI to Xtreme or its affiliates or representatives, (ii) if you become aware of any PHI in Xtreme’s possession or transmitted through or received from Xtreme’s platform due to your actions or omissions or any actions or omissions of your employees, agents, representatives, clients or end customers, you will immediately notify Xtreme in writing, and you agree that Xtreme may immediately and in its sole discretion remove all such PHI from its systems, and (iii) you will immediately inform Xtreme in writing in the event of, and will provide any information reasonably requested by Xtreme related to: (A) any event that would require a breach notification under 45 CFR 164.400-414, or any similar state breach notification rule, to any client referred to you by Xtreme (provided that you will not be required to provide such notification if and to the extent that, in the reasonable determination of its counsel, to do so would be a breach of the HIPAA Rules); (B) any claim, suit or governmental investigation or inquiry related to your obligations as a Business Associate and/or under HIPAA, and (C) any other event that could be reasonably expected to affect your abilities to carry out the obligations of a Business Associate, as set forth in HIPAA.
- Master Agreement Terms
If you and Xtreme have entered into a written Master Agreement with different terms that explicitly apply to any of the above Product(s) and/or features, then such terms will continue to apply to the use of the applicable Product and/or feature. A violation of the Product Terms will be considered a material breach of the Master Agreement.
Xtreme cannot and does not: (i) guarantee the accuracy, usefulness, or completeness of any third-party content (e.g. reviews) or analytic content provided to you by Xtreme via the Platform; or (ii) endorse, adopt, or accept responsibility for the reliability or accuracy of any third-party content. Under no circumstances will Xtreme be responsible for any loss or damages resulting from your use of the Platform including but not limited to any loss or damages resulting from any information or other content made available in a review, or any analytics or any reliance thereupon.
Xtreme continues to innovate and update our Products and features and as such, these Product Terms may change from time to time. You should check back frequently to ensure that you understand all applicable policies and terms in these Product Terms and any changes hereto. In the event that Xtreme makes a material change or changes to these Product Terms that adversely impacts your rights under your Master Agreement, Xtreme will provide notice via contact’s client area.
Last Updated: 07/04/23