Last updated January 1st, 2023
AGREEMENT TO OUR LEGAL TERMS
We are You 1st Marketing (“Company,” “we,” “us,” “our ”), a company providing marketing services for North America.
We operate the website https://www.you1stmarketing.com (the “Site”), as well as any other related products and services that refer or link to these legal terms (the “Legal
Terms”) (collectively, the “Services”).
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and You 1st Marketing LLC, concerning your access to and use of the Services, Email Marketing, Marketing Services, SEO, branding, Social Media. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.
The Business Services are intended for users who are at least 18 years of age. If you are a minor, you must have your parent or guardian read and agree to these Legal Terms prior to you using our Services and sign for your as a designated signer agreement.
We recommend that you print a copy of these Legal Terms for your records.
- OUR SERVICES
- INTELLECTUAL PROPERTY RIGHTS
- USER REPRESENTATIONS
- USER REGISTRATION
- PURCHASES AND PAYMENT
- RETURN POLICY, CHARGEBACKS & CANCELATION
- PROHIBITED ACTIVITIES
- USER GENERATED CONTRIBUTIONS
- CONTRIBUTION LICENSE
- GUIDELINES FOR REVIEWS
- SOCIAL MEDIA
- THIRD-PARTY WEBSITES AND CONTENT
- SERVICES MANAGEMENT
- TERM AND TERMINATION
- MODIFICATIONS AND INTERRUPTIONS
- GOVERNING LAW
- DISPUTE RESOLUTION
- LIMITATIONS OF LIABILITY 23. INDEMNIFICATION
- USER DATA
- CONTACT US
- OUR SERVICES
The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management
Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-
Leach-Bliley Act (GLBA).
- INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
Intellectual Property Agreement
This Intellectual Property Agreement (the “Agreement”) is made and entered into as of [Date] (the “Effective Date”) by and between [Your Company Name], having its principal place of business at [Company Address] (referred to as “Owner”), and You 1st Marketing, a company located at [You 1st Marketing Address] (referred to as “You 1st Marketing”).
WHEREAS, You 1st Marketing is engaged in the business of website development, content creation, Google Business listings, AI integration, SEO services, and markup structure optimization (collectively referred to as the “Services”);
WHEREAS, Owner desires to engage You 1st Marketing to provide the Services for its website and online presence;
WHEREAS, You 1st Marketing acknowledges that the websites, content, information, Google Business listings, AI integration, SEO strategies, and markup structure optimizations created by You 1st Marketing for Owner (collectively referred to as the “Intellectual Property”) are valuable assets to Owner and should be protected;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
- Ownership of Intellectual Property
A.1 You 1st Marketing acknowledges and agrees that all Intellectual Property created, developed, or modified by You 1st Marketing under this Agreement shall be the exclusive property of Owner. You 1st Marketing assigns, transfers, and conveys all right, title, and interest in and to the Intellectual Property to Owner.
A.2 You 1st Marketing further acknowledges that the Intellectual Property is confidential and proprietary to Owner and shall not be disclosed, used, or exploited for any purpose other than as explicitly authorized by Owner.
A.3 Owner shall have the sole discretion to modify, reproduce, distribute, display, publish, sublicense, or otherwise use the Intellectual Property in any manner it deems appropriate.
- Non-Disclosure and Confidentiality
B.1 You 1st Marketing agrees to maintain the confidentiality of any non-public information or trade secrets disclosed by Owner, including but not limited to website specifications, business strategies, marketing plans, and any other proprietary information related to Owner’s business.
B.2 You 1st Marketing shall not disclose or use any confidential information for its own benefit or for the benefit of any third party without the express written consent of Owner.
C.1 You 1st Marketing agrees that during the term of this Agreement and for a period of [Insert Duration] after its termination, You 1st Marketing shall not engage in any business activities that directly compete with Owner or offer services similar to the Services provided under this Agreement within [Insert Geographic Limitations].
D.1 You 1st Marketing agrees to indemnify and hold Owner harmless against any claims, liabilities, damages, losses, or expenses (including reasonable attorney’s fees) arising out of or in connection with any infringement of third-party intellectual property rights by the Intellectual Property created or provided by You 1st Marketing under this Agreement.
- Governing Law and Jurisdiction
E.1 This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction]. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of [Insert Jurisdiction], and the parties consent to the personal jurisdiction and venue of such courts.
- Entire Agreement
F.1 This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings, or representations.
- Pricing of Transfer, Takeover, or New Owner of Intellectual Property.
Intellectual Property and Fee Structure
You1st Marketing acknowledges that in relation to Websites, Google Search, Google ADS, Google Business Listings, Media, Content, Graphic Design services (collectively referred to as the “Services”), it has the right to charge a fee for content purchase on all monthly and annual contracts for the buyout of the content, data and intellectual property of it’s “Services”.
The Transfer fee structure for specific services is as follows:
- Graphic Design: A fee of $150 per graphic.
- Leads & Campaign Creation: A fee of $2000.00.
- Basic Websites Transfer: A fee of $4000.00 for content purchase.
- Google Business Listing Transfer: A fee of $500 per listing.
- Social Media Transfer: The fee for Social Media services will vary depending on the time serviced, ranging from $1,000 to $10,000.
- Google ADS Takeover: A fee of $1000 per AD.
- Advanced WebsitesTransfer: (CRM, Database, E-Commerce)
$10,000 to $100,000 depending on size and complexity.
- Special Pricing: Any other form of marketing or related services not specifically mentioned above will be specially priced by our accounting team.
- Clients must be in active status and notify us at firstname.lastname@example.org, contact form on our website https://www.you1stmarketing.com/contact/, or a phone call and speak to one of our representatives at our company.
Furthermore, it is acknowledged that in the event of a takeover, where the intellectual property is transferred to a new business owner or marketing company/agency, there may be additional charges or negotiation of fees. Such actions will be evaluated and priced on a case-by-case basis by our accounting team.
By engaging You 1st Marketing for the Services, the client agrees to the specified fee structure and acknowledges that the fees are subject to change upon mutual agreement between both parties.
Content Intellectual Property Content Rights Clause:
We are the owner or the licensee of all intellectual property rights in our Services, Marketing, Content, Content Creation, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the
Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States
and around the world.
The Content and Marks are provided in or through the Services “AS IS” for your personal, non-commercial use or internal business purpose only.
Your use of our Services
Subject to your compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES” section below, we grant you a non-exclusive, non-transferable, revocable license to:
access the Services; and
■ download or print a copy of any portion of the Content to which you have properly gained access.
solely for your personal, non-commercial use or internal business purpose.
Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to:
email@example.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.
Please review this section and the “PROHIBITED ACTIVITIES” section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.
Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose,
commercial or otherwise, without acknowledgment or compensation to you.
You are responsible for what you post or upload: By sending us Submissions through any part of the Services you:
■ confirm that you have read and agree with our “PROHIBITED ACTIVITIES” and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful,
to the extent permissible by applicable law, waive any and all moral rights to any such Submission; us the above-mentioned rights in relation to your Submissions; and
■ warrant and represent that your Submissions do not constitute confidential information.
■ warrant that any such Submission are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant
You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.
- USER REPRESENTATIONS
By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not under the age of 13; (5) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Services; (6) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (7) you will not use the Services for any illegal or unauthorized purpose; and (8) your use of the Services will not violate any applicable law or regulation.
use of the Services (or any portion thereof).
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future
- USER REGISTRATION
You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the Services. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.
- PURCHASES AND PAYMENT
We accept the following forms of payment: – Mastercard – PayPal order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors. commercial endeavors except those that are specifically endorsed or approved by us. enforce limitations on the use of the Services and/or the Content contained therein. • Use the Services in a manner inconsistent with any applicable laws or regulations. limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection • Use a buying agent or purchasing agent to make purchases on the Services.
You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.
You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for
any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel products or services purchased per person, per household, or per
- CANCELLATION POLICY
I authorize the above named business to charge the credit card indicated in this authorization form according to the terms outlined above. This payment authorization is for the goods/services described above, for the amount indicated above only, and is valid for the payment plan set forth above. By signing this agreement that the customer named above understands that these services are a process to complete the services rendered. You assume the responsibility for your purchase, once the process is started there is a no refund/cancelation policy and no refunds will be issued. The buyout options to cancel the contract here-in are 3 months of monthly service price point paid up front. I certify that I am an authorized user of this credit card and that I will not dispute the payment with my credit card company; so long as the transaction corresponds to the terms indicated in this form.
- (A) CHARGEBACKS, NON PAYMENT & RESUMING SERVICES
Chargebacks Fee Correction to Resume Service as Active Client:
$175 administration fee (5% processing fee) for each chargeback Chargeback.
Reserve the right also during chargebacks to put all current services on hold, temporary cancel or stopped until the client is active
All services including the website will not be activated until all fees have been paid in full.
- PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any
As a user of the Services, you agree not to:
- Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
■ Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
■ Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or
■ Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
■ Make improper use of our support services or submit false reports of abuse or misconduct.
. Engage in unauthorized framing of or linking to the Services.
■ Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use,
features, functions, operation, or maintenance of the Services.
. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and
Delete the copyright or other proprietary rights notice from any Content.
■ Attempt to impersonate another user or person or use the username of another user.
■ Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without
mechanisms” or “pcms”).
- Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
■ Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
■ Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
- USER GENERATED CONTRIBUTIONS
The Services does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Services and through third-party websites. When you create or make available any Contributions, you thereby represent and warrant that:
The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms. . You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and
every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms. Your Contributions are not false, inaccurate, or misleading.
- Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of
- Your Contributions do not violate any applicable law, regulation, or rule. • Your Contributions do not violate the privacy or publicity rights of any third party.
- Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.
Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the
- CONTRIBUTION LICENSE
You and Services agree that we may access, store, process, and use any information and personal data that you provide and your choices (including settings).
By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
- GUIDELINES FOR REVIEWS
We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hateful language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews at our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to review.
- SOCIAL MEDIA
As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either:
(1) providing your Third-Party Account login information through the Services; or
(2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, the Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You can deactivate the connection between the Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such a Third-Party Account, except the username and profile picture that become associated with your account.
- THIRD-PARTY WEBSITES AND CONTENT
The Services may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third- Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third- Party Content or any contact with Third-Party Websites.
- SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
- TERM AND TERMINATION
These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third
party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without
limitation pursuing civil, criminal, and injunctive redress.
- MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
- GOVERNING LAW
These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles.
- DISPUTE RESOLUTION
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online.
The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Salt Lake County, California. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in
and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms. In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We
reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
- LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
- USER DATA
We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
- ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE 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 BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits
by any means other than electronic means.
- CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.
- CONTACT US
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
Check us out on Google My Business:
You 1st Marketing LLC
You 1st Marketing Terms and Conditions
READ THIS CONTRACT BEFORE SIGNING YOUR APPLICATION/CONTRACT. THIS AFFECTS YOUR LEGAL RIGHTS. BY SIGNING THE APPLICATION/CONTRACT, YOU AGREE TO BE BOUND BY THE TERMS BELOW.
The Google Partner Program recognizes digital ad agencies who have met all of the requirements to be a Google Partner. The term “Partner” should not be interpreted as a contractual business partner of Google.
You 1st Marketing’s Application for services constitutes a binding contract when accepted by You 1st Marketing, notwithstanding the 3-day right or rescission set forth below. Your signature to that document, whether in ink or by electronic signature or other indicia of assent, binds you to the terms in that Application and the terms on this website, which are specifically incorporated therein. Together they are referred to herein as the Application/Contract or the Agreement. You 1st Marketing (“You 1st Marketing” or “we”) provides local maps optimization and related services, sometimes called search engine optimization (“SEO”). You 1st Marketing updates local business directories (“citations”) with unique content customized to you (the “Client”). You 1st Marketing also utilizes several known methods to increase rankings in Google Maps/Places, and works to increase the quality of its Clients’ Google Maps listing cluster of citations. You 1st Marketing also adjusts the “health” of a listing as it is periodically affected by changes in Google Quality Guidelines. In order to accomplish these goals, You 1st Marketing requires cooperation from its Clients as follows.
The Client must be, and by signing the You 1st Marketing Application/Contract, agrees to be, responsive, honest and cooperative. We want our Clients to be actively involved with their campaigns. At the very least, the Client must be responsive to our phone calls and emails. By signing the Application/Contract, you agree to respond to You 1st Marketing’s phone calls, emails and other modes of communication within a reasonable amount of time and with honest responses. From time to time, You 1st Marketing’s Clients are contacted by competitors offering complementary services. If two SEO companies are working for the same Client at the same time, it can seriously damage the Clients’ listing. You, as the Client, agree to inform You 1st Marketing of any other SEO efforts you engage in during the term of your Contract, whether those other SEO efforts are made on your own or with the assistance of another SEO company. Our services are complex and often require us to make changes to optimize your account. Your cooperation is critical to this process. By signing the Application/Contract, you agree to work with You 1st Marketing in good faith to optimize your success. You further agree to inform You 1st Marketing of any past or future internet marketing plans you may have so as to avoid future search engine guideline penalty.
Client agrees and understands that You 1st Marketing must invest a substantial amount of time, funds, and resources on the establishment of Client’s account and, thus, You 1st Marketing requires an initial service term as set forth in your Application/Contract. Any breach of the Application/Contract before the end of the term causes loss to You 1st Marketing. You 1st Marketing cannot cancel contracts at Client’s request, other than during the three-day right of rescission period set forth below.
The following additional terms and conditions also apply to your Contract with You 1st Marketing:
1. Billing & Payments
Your account initiation fee and first month’s installment are due to You 1st Marketing upon signing the Application/Contract. Installment payment amounts are billed by You 1st Marketing automatically each month thereafter. After the initial publication term, the Application/Contract converts automatically to a month to month basis until you cancel in writing.
2. Cancellations & Refund Policy
- 2.1 Three Day Right To Rescission
You may cancel service and receive a 100% refund within the first three (3) days of your initial signing of or agreement to the Application/Contract. Three day cancellations must be received by fax (1-657-777-2355) or by email info@you 1st Marketing.com. Three day rescission cancellations are not permitted by phone. Confirmation notices will be emailed to Client upon receipt during regular business hours. We are open Monday through Friday – 7:00am to 4:00pm (PST). If you do not receive written confirmation of your rescission within 3 business days, please contact You 1st Marketing.
- 2.2 Change/Cancellation of Billing Method
You may cancel service and receive a 100% refund within the first three (3) days of your initial signing of or agreement to the Application/Contract. Three day cancellations must be received by fax (1-657-777-2355) or by email firstname.lastname@example.org. Three day rescission cancellations are not permitted by phone. Confirmation notices will be emailed to Client upon receipt during regular business hours. We are open Monday through Friday – 7:45am to 3:15pm (PST). If you do not receive written confirmation of your rescission within 3 business days, please contact You 1st Marketing.
- 2.3 Cancellation of Month-to-Month Service
After the expiration of your initial term, and when your account converts to month-to-month service, you may cancel at any time. Cancellation of month to month service can be made by fax (1-657-777-2355) or by email email@example.com. Cancellation of service must be received 30 days prior to your anniversary billing date via signed fax or email. Confirmation notices are typically emailed to Client upon receipt during regular business hours. We are open Monday through Friday – 7:00am to 4:00pm (PST). If you do not receive written confirmation of your cancellation within 3 business days, please contact You 1st Marketing.
- 2.4 Refunds
Refunds are not granted after the rescission period expires. Be advised that refunds for timely rescissions may take at least 3-5 business days to post to Client’s credit or check card per card association processing standards and at least 7-10 business days to your financial institution. Some financial institutions may impose longer delays, which is beyond You 1st Marketing’s control. Confirmation notices will be emailed to Client upon receipt during regular business hours, usually within 3 business days. We are open Monday through Friday – 7:00am to 4:00pm (PST). If you do not receive written confirmation of your cancellation within 3 business days, please contact You 1st Marketing.
3. Guarantee and Warranty
Due to the periodic changes within search engine algorithms and the accessibility of open source citations, You 1st Marketing CANNOT GUARANTEE ANY SPECIFIC SEARCH ENGINE RESULT PAGE AND OR LINE PLACEMENT FOR YOUR LISTING. While You 1st Marketing will use its best efforts to maximize your listing, your Application/Contract with You 1st Marketing does not guarantee specific results. No SEO company can guarantee specific results because SEO companies do not control search engine algorithms. These limitations apply to all services, including social media services.
Client’s Application/Contract constitutes our invoice. Monthly installment amounts are billed automatically and without notice, to the form of payment provided by Client. In the event that Client’s method of payment has changed, Client’s Application constitutes consent to all billing instruments, methods and information provided by Client.
5. Rights & Permissions
Client warrants that it has obtained all rights and permissions required in order that data, recordings, domains, artwork and printed material supplied by Client to You 1st Marketing may be replicated; that the data, recordings, artwork and printed materials will not infringe upon any trademark, copyright, contract, or property rights and that Client has paid any and all royalties or other charges to be paid pursuant to copyright law of the United States, any statute, order, or other law, right or contract governing such materials; and the materials do not contain matter which is libelous, defamatory, obscene or invades the rights of privacy or rights of any individual. You 1st Marketing retains the right to use creative materials developed for Client in any future advertising. Client’s signature authorizes You 1st Marketing to act on their behalf as SEO agent during the duration of this Agreement. Client authorizes You 1st Marketing to post, publish and or edit their business profile or internet advertisements. Client further agrees to indemnify and defend You 1st Marketing against any claims brought by or liability to any third parties due to Client’s breach of this Agreement, including the representations and warranties set forth in this Section.
6. No Liability for Damages
In no event shall You 1st Marketing or its suppliers or agents be liable for any damages (including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of this Agreement or the use or inability to use this service, even if the company has been advised of the possibility of such damages. In any case, You 1st Marketing and its suppliers’ entire liability under any provision of this Agreement shall be limited to the amount actually paid to You 1st Marketing for the local listing with search engines, web site development, domain registration, creative development and promotional products inclusive.
Client reserves the right to terminate the Application/Contract, in which case the full contract balance will be due and payable immediately. Early cancellation (except for rescission within the first three days pursuant to paragraph 2.1 above) or cancellation in writing after the Contract converts to month-to-month status, will result in an early termination fee of 100% of the remaining contract balance. You 1st Marketing reserves the right to terminate without penalty and deliver current work on any assignment to Client.
Following termination of the Application/Contract, ownership of concepts and/or executions transfers from You 1st Marketing to the Client, when applicable, but will only occur after full payment of invoices. You 1st Marketing’s proprietary methods of optimization cannot be copied without the prior exclusive written consent of You 1st Marketing.
The person signing on behalf of the Client hereby personally represents and warrants that she/he has full authority to bind Client and approve You 1st Marketing’s service.
10. Late Charges
All fees and expenses are due and payable on the 6th of each month. Any expenses not paid within 30 days are subject to penalties of 10% each month, concurrently up to 90 days, at which time You 1st Marketing may forward Client’s account to an outside collection agency for resolution.
11. Applicable Law
Laws of the State of California shall apply to this Agreement.
12. Client Disclosure
In addition to the disclosures required above, Client agrees to inform You 1st Marketing in writing of any internet marketing campaigns past or present prior to submitting the application, and to continue to update You 1st Marketing throughout Client’s relationship with You 1st Marketing of any changes to or additions to Client’s internet marketing campaigns. Client’s failure to disclose such information can compromise service. Client agrees to contact You 1st Marketing first prior to executing any agreements for any other internet marketing services. Client agrees to promptly inform You 1st Marketing, in writing, within ten days of the change, whenever there is a change in company information, such as change of name, address, telephone or facsimile number and or web site address, or change in billing information.
You 1st Marketing reserves the right without penalty and without prior notice to Client, to upgrade Client’s listing/profile in order to meet current SEO guidelines – which may temporarily interrupt service.
All correspondence sent by mail must be sent as delivery receipt requested. Please store delivered receipts for your records. Please maintain all fax delivery confirmation receipts.
15. Confidentiality, Non-Disparagement, and Liquidated Damages
Client agrees that the terms, circumstances, and performance of its relationship with You 1st Marketing shall remain confidential and will not be communicated to third parties. You 1st Marketing’s trade secrets and business know-how are confidential and proprietary and cannot be shared with third parties. At the same time, the details of Client’s account and relationship with You 1st Marketing will not be shared by You 1st Marketing. Both parties further agree not to disparage the other to third parties. You 1st Marketing is concerned by the recent rise in extortionary threats of reputation smearing by former Clients in hopes of extracting concessions unfairly. Both parties agree to refrain from disparaging, or disseminating facts or opinions critical of the other, except in defense against disparaging or critical information published by the other party, during and after the term of this Agreement. By signing this Contract, you acknowledge and agree that the damages for breach of the Confidentiality and/or Non-Disparagement Clause in this Contract are difficult to determine with accuracy and thus the parties prospectively agree to liquidated damages of $2,500 per an occurrence in the event of a breach of the Confidentiality and/or Non-Disparagement Clauses in this Contract. This sum is expressly recognized as a fair estimation of damages likely to result from such breach or breaches.
16. Domain Registration
THIS SECTION CONTAINS A MANDATORY ARBITRATION PROVISION. THIS SECTION ALSO CONTAINS A CLASS ACTION WAIVER PROVISION AND A JURY WAIVER PROVISION.
Any controversy or claim arising out of or relating to this contract, or You 1st Marketing’s services, shall be settled by arbitration administered by the American Arbitration Association(“AAA”) under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Arbitration is a more informal method of resolving disputes than a lawsuit. In arbitration, an “arbitrator” decides your case instead of a judge or jury. There is more limited discovery than in a lawsuit, and the arbitrator’s decision is usually final and cannot be challenged in court. Arbitration hearings are usually brief. The hearing may take place in person, by telephone, by video conferencing or simply on the basis of papers and other evidence you submit to the arbitrator. You may hire an attorney to represent you if you wish, or you may handle the process on your own. Arbitration will take place on an individual basis, i.e., the arbitrator has no power under this Agreement to consolidate the cases of multiple people or to decide claims on a class-wide level.
AAA updates its Commercial Arbitration Rules occasionally and the rules for any particular arbitration will be the ones in effect at the time of the arbitration. Therefore, it is important to check AAA’s website (www.adr.org) periodically to ensure that you are referring to the most updated version.
By executing the Application/Contract or by using You 1st Marketing’s service, you consent to resolve any disputes concerning your Contract with You 1st Marketing or You 1st Marketing’s services exclusively through binding arbitration, including disputes about Contract performance, interpretation, cancellation, termination, or invalidity. Such proceeding will be governed by the laws of the state of California. This Agreement waives your right to submit any disputes you may have now or in the future with You 1st Marketing to the court system, including Small Claims court, and waives your right to a jury trial. Any arbitration award under this Agreement will be limited to money damages. No injunction or other equitable relief will be available. Further, the arbitrator cannot grant punitive, exemplary or consequential damages. All damages in arbitration shall be subject to the limitations specified in Section 6 above (“No Liability for Damages”).
If, for any reason, this arbitration clause is deemed invalid or is deemed not to apply to any dispute between you and You 1st Marketing, the venue for any lawsuits, including Small Claims actions, with You 1st Marketing, shall be exclusively in the courts of Orange County, California.
- 17.1 Arbitration Procedures
Before Arbitration. Before you file an arbitration action, you must first describe your dispute in writing to You 1st Marketing by sending an email to info@you 1stmarketing.com, and referencing this Section of the Terms and Conditions. If you have been in email contact with any other persons at You 1st Marketing, copy that person or persons on the email. You 1st Marketing may elect to resolve the matter with you at that time. If you and You 1st Marketing cannot resolve the matter within 30 days of your first email to You 1st Marketing referencing this dispute resolution procedure, you can file arbitration paperwork under the AAA Rules (see above and below).
Fill Out and File a Demand for Arbitration. Arbitration begins when you fill out and file a “Demand for Arbitration,”—a written statement in which you inform the arbitrator about your dispute. You can find a form Demand for Arbitration at http://www.adr.org/aaa/faces/home. A separate form must be used for California residents. This form can also be found at AAA’s website above.
Make and Send Copies. After you have filled out the Demand for Arbitration, you must make at least four (4) copies. Keep one copy for your records. Send one copy to You 1st Marketing, Attn: Legal Department, 530 Technology Dr #200, Irvine, CA 92618. The other two copies must be sent to AAA (see below).
File Two Copies of Your Demand for Arbitration to AAA and Pay the Filing Fee. Submit two copies of your Demand for Arbitration to AAA San Diego/Orange County Regional Office at 402 W. Broadway – Ste. 400, San Diego, CA 92101. Ensure that you include the appropriate AAA filing fee of $125 for claims under $10,000. Keep in mind, however, that AAA may increase the fee at any time. Current fee amounts may be found by viewing AAA’s rules on its website or by calling AAA at 800.778.7879.
After you pay the filing fee, your responsibility for arbitration fees will be limited to an additional $200 in non-frivolous cases. In other words, you and You 1st Marketing will both pay 50% of arbitration fees, up to the first $400 (not including filing fees). When the arbitration fees exceed $400, You 1st Marketing will pay 100% of any additional fees in non-frivolous cases. If the arbitrator rules that the claims in your Demand for Arbitration were frivolous or had an improper purpose (as defined by Federal Rule of Civil Procedure 11(b)), then arbitration fees and costs will be governed by AAA’s rules. If the arbitrator determines your case was frivolous, you may be ordered to repay You 1st Marketing for advancing your half of the arbitration costs after the first $400. After you have properly filed the Demand for Arbitration with AAA, AAA will notify you of additional procedures and deadlines. If you have not received any further contact from AAA within 20 days of your filing of the Demand for Arbitration, you should contact AAA for further instructions by calling 800.778.7879.
Alternative Payment and No Attorney’s Fees. After the arbitration hearing, if the arbitrator awards you more than You 1st Marketing’s last written settlement offer, and the arbitrator’s award exceeds $125, You 1st Marketing will then pay you the amount of the award, or $1,500, whichever is greater, plus reimbursement of your filing fee, even if not awarded by the arbitrator. If You 1st Marketing never made an offer to settle, you will be paid this alternative payment if the arbitrator awards you more than $125. If You 1st Marketing wins the arbitration, You 1st Marketing will not attempt to collect its attorney’s fees against you, even if it has the legal right to do so, except in cases where your claim was deemed frivolous by the arbitrator.
18. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement, including statements made by You 1st Marketing sales representatives. MAKE SURE THAT YOU UNDERSTAND THE “NO GUARANTEES OR WARRANTY” SECTION (SECTION 3) OF THIS AGREEMENT BEFORE YOU SIGN THIS AGREEMENT. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement, other than what is written in this Agreement. This Agreement may only be modified in writing and any such modifications must be signed by both the Client and You 1st Marketing.