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Sem-Advance

Terms of Service

January 1 2006

1. Description of Service. Sem-Advance provides free and fee based access to online search engine optimization and marketing services (the "Service"). You understand and agree that the Service may include content-targeted ads or other related information, as further described below and in the Sem-Advance Privacy Policy. In addition, you understand and agree that the Service is provided on an AS IS and AS AVAILABLE basis. Sem-Advance disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Service. Sem-Advance also reserves the right to modify, suspend or discontinue the Service with or without notice at any time and without any liability to you.

2. Personal Use. The Service is made available to you for your personal use only. Due to the Children's Online Privacy Protection Act of 1998 (which is available at http://www.ftc.gov/ogc/coppa1.htm), you must be at least thirteen (13) years of age to use this Service. You must provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service. You are responsible for maintaining the confidentiality of your Service password and account, and are responsible for all activities that occur thereunder. Sem-Advance reserves the right to refuse service to anyone at any time without notice for any reason.

3. Proper Use. You agree that you are responsible for your own communications and for any consequences thereof. Your use of the Service is subject to your acceptance of and compliance with the Agreement. You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Sem-Advance; (ii) upload, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others from using the Service; (iv) use the Service for any fraudulent or inappropriate purpose; or (v) act in any way that violates the Program Policies, as may be revised from time to time. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. Sem-Advance reserves the right, but shall have no obligation, to investigate your use of the Service in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.


4. Content of the Service. Sem-Advance takes no responsibility for third party content (including, without limitation, any viruses or other disabling features), nor does Sem-Advance have any obligation to monitor such third party content. Sem-Advance reserves the right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. Sem-Advance also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), (d) respond to user support requests, or (e) protect the rights, property or safety of Sem-Advance, its users and the public. Sem-Advance will not be responsible or liable for the exercise or non- exercise of its rights under this Agreement.

5. Intellectual Property Rights. Sem-Advance's Intellectual Property Rights. You acknowledge that Sem-Advance owns all right, title and interest in and to the Service, including without limitation all intellectual property rights (the "Sem-Advance Rights"), and such Sem-Advance Rights are protected by U.S. and international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. The Sem-Advance Rights include rights to (i) the Service developed and provided by Sem-Advance; and (ii) all software associated with the Service. The Sem-Advance Rights do not include third-party content used as part of Service, including the content of communications appearing on the Service. Your Intellectual Property Rights. Sem-Advance does not claim any ownership in any of the content, including any text, data, information, images, photographs, music, sound, video, or other material, that you upload, transmit or store in your Sem-Advance account. We will not use any of your content for any purpose except to provide you with the Service.


6. Representations and Warranties. You represent and warrant that (a) all of the information provided by you to Sem-Advance to participate in the Services is correct and current; and (b) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.


7. Privacy. As a condition to using the Service, you agree to the terms of the Sem-Advance Privacy Policy as it may be updated from time to time. Sem-Advance understands that privacy is important to you. You do, however, agree that Sem-Advance may monitor, edit or disclose your personal information, including the content of your emails, if required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in these Terms of Use and the Sem-Advance Privacy Policy. Personal information collected by Sem-Advance may be stored and processed in the United States or any other country in which Sem-Advance Inc. or its agents maintain facilities. By using Sem-Advance, you consent to any such transfer of information outside of your country.

8. Advertisements. As consideration for using the Service, you agree and understand that Sem-Advance may display ads and other information adjacent to and related to the content of your data.

9. Account Inactivity. After a period of inactivity, Sem-Advance reserves the right to disable or terminate a user's account. If an account has been deactivated for inactivity, any unique identifiers, such as usernames and subdomains, associated with that account may be given to another user without notice to you or such other party.

10. Termination; Cancellation. You may cancel your use of the Services and/or terminate this Agreement with or without cause at any time by providing notice to Sem-Advance at clint@sem-advance.com; provided, however, that a terminated account may continue to exist for up to two business days before such cancellation takes effect. Sem-Advance may at any time and for any reason terminate the Services, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system. Except as set forth above or unless Sem-Advance has previously canceled or terminated your use of the Services (in which case subsequent notice by Sem-Advance shall not be required), if you have provided an alternate email address, Sem-Advance will notify you via email of any such termination or cancellation, which shall be effective immediately upon Sem-Advance's delivery of such notice. Sections 3, 4, 5, 7, and 11 - 13 of the Agreement, along with applicable provisions of the general Terms of Service (including the section regarding limitation of liability), shall survive expiration or termination.


11. Indemnification. You agree to hold harmless and indemnify Sem-Advance, and its subsidiaries, affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Sem-Advance will provide you with written notice of such claim, suit or action.

12. Choice of Law; Jurisdiction. These Terms of Use will be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in Davidson County, Tennessee, and you consent to the jurisdiction of such courts.

13. Disclaimer of Warranties. Sem-Advance disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in the Sem-Advance SERVICES results. Sem-Advance disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material. Sem-Advance disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Internet through the Sem-Advance SERVICES.


THE Sem-Advance SERVICES, AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE Sem-Advance SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. Sem-Advance AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. Sem-Advance AND ITS LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE Sem-Advance SERVICES. Sem-Advance AND ITS LICENSORS DISCLAIM, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE Sem-Advance SERVICES. Sem-Advance AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE Sem-Advance SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE Sem-Advance SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE Sem-Advance SERVICES.

YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE Sem-Advance SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

14. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL Sem-Advance OR ITS LICENSORS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF OR RELIANCE ON THE Sem-Advance SERVICES. ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF Sem-Advance OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE Sem-Advance SERVICES, FROM INABILITY TO USE THE Sem-Advance SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE Sem-Advance SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE Sem-Advance SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE Sem-Advance SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE Sem-Advance SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE Sem-Advance SERVICES. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE Sem-Advance SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE Sem-Advance SERVICES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Without limiting the foregoing, under no circumstances shall Sem-Advance or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

15. Miscellaneous Provisions. These Terms of Service will be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to its conflict of laws provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect.

These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by Sem-Advance.
 


 

 







 
  
 

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