1. Terms and Conditions
GENERAL TERMS
The following General Terms are incorporated into and made an integral part of this Agreement:
TERMINATION. Client understands and agrees that in order to achieve the best results for the Client, TheBestReputation.com needs to perform and sustain the Services over the complete length of the campaign and the Term of this Agreement. Client understands and agrees that the effectiveness and success of Services provided by TheBestReputation.com under this Agreement will be negatively impacted if this Agreement is prematurely terminated by the Client during or prior to the end of the Term of this Agreement. Therefore, in order to achieve the best results for the Client, the Client agrees that he or she cannot terminate this Agreement at any time during or prior to the end of the Term of this Agreement unless the Client’s termination is based on verifiable, substantial good cause. Client understands and agrees that the Client is not entitled to any refund, in whole or in part, if this Agreement is terminated by the Client during or prior to the end of the Term of this Agreement. Nothing in this Agreement mitigates the Client’s obligation to pay for Services as agreed upon in this Agreement. Upon termination of this Agreement for any reason, including, but not limited to, nonpayment by the Client, the following shall occur: all rights granted to Client under this Agreement shall cease;
TheBestReputation.com shall stop performing all Services; and Client shall immediately pay to TheBestReputation.com any fees due under this Agreement.
RELATIONSHIP OF THE PARTIES. Client authorizes and agrees to allow TheBestReputation.com to act as Client’s agent and represent Client’s interests solely in furtherance of this Agreement, including, but not limited to, corresponding with any parties necessary for TheBestReputation.com to perform its obligations under this Agreement.
MUTUAL NON-DISCLOSURE AND NON-DISPARAGEMENT AGREEMENT. As a result of the Services provided in this Agreement, TheBestReputation.com and the Client may become aware of confidential information, proprietary information, online reputation management techniques, trade secrets, intellectual property, and/or communications between the Parties, or used by the Parties in furtherance of the performance under this Agreement. Each Party is prohibited from disclosing, publicizing, disseminating, using and/or requesting any such information gained as the direct or indirect result of this Agreement, and each Party is prohibited from encouraging or suggesting to others to do so as their proxy or otherwise. Each Party is prohibited from disclosing, publicizing, disseminating, using and/or requesting the other Party’s confidential information, proprietary information, online reputation management techniques, trade secrets, intellectual property, suppression techniques, content generation or optimization techniques, contact list, pricing, pricing structure, communications between the Parties, or other confidential, proprietary commercial information. As a further result of these Services, each Party understands and agrees not to make, publicize, issue and/or disseminate any negative, disparaging, private, confidential, or derogatory statements or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to disparage the other Party, its officers, members, directors, employees, agents, third-party payment processors, third-party services, suppliers or affiliates, its businesses, services, products, and/or technologies. Each Party understands and agrees not to disclose, publish, post, and/or disseminate any negative, disparaging, and/or derogatory reviews of the other Party, its officers, members, directors, employees, agents, third-party payment processors, third-party services, suppliers, affiliates, its businesses, services, online reputation management services, products, and/or technologies, and each Party is prohibited from encouraging or suggesting to others to do so as their proxy or otherwise.
MUTUAL CONFIDENTIALITY. Each Party understands and agrees to maintain IN STRICT CONFIDENCE and KEEP STRICTLY CONFIDENTIAL ALL INFORMATION obtained as a result of this Agreement or any relationship between the Parties, including but not limited to, confidential information, proprietary information, online reputation management techniques, trade secrets, intellectual property, suppression techniques, content generation or optimization techniques, contact list, pricing, pricing structure, employee personal information, and/or communications between the Parties, and hereby agrees to use any such information solely in connection with the performance under this Agreement (hereinafter the “Confidential Information”). The Parties will not share any of this Confidential Information at any time with any other non-parties unless specifically agreed upon by each Party. The Parties will not use any of this Confidential Information for their personal benefit at any time. This section remains in full force and effect even after termination of the Agreement.
AMENDMENTS, WAIVERS, AND MODIFICATIONS. No change in, addition, amendment, waiver or modification of the Services, terms and provisions of this Agreement shall be binding upon TheBestReputation.com unless it is agreed upon in writing by TheBestReputation.com and executed by the Parties.
GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be governed, interpreted, performed and enforced solely in accordance with the laws of the State of Florida, without reference to principles of conflicts of law. Each of the Parties hereto irrevocably and unconditionally confirms, consents and agrees that any action, dispute, controversy or claim arising out of or relating to this Agreement or the breach thereof will be subject exclusively to binding arbitration before a single arbitrator in accordance with the American Arbitration Association, and to be conducted in the exclusive venue of the City of Sarasota, Florida. The Parties agree to share equally all fees and expenses of the arbitrator and the arbitration. Client and TheBestReputation.com further agree that the arbitrator will be empowered to enter any such relief as the arbitrator determines, including but not limited to, entering an equitable decree mandating equitable relief, specific performance and enforcement of the terms of this Agreement. The decision of the arbitrator will be final and binding on the Parties. The arbitrator shall award the prevailing party reasonable attorney’s fees, costs and expenses incurred in connection with such arbitration from the non-prevailing party. The Parties acknowledge and agree not to commence any litigation relating to this Agreement or the breach thereof in any court. The Parties further acknowledge and agree to be subject to service of process in the State of Florida and specifically in the City of Sarasota for said arbitration, and the Parties waive any objection to the laying of venue in the City of Sarasota for the above-described arbitration between the Parties.
ENTIRE AGREEMENT AND BINDING EFFECT. This Agreement represents the entire understanding between the Parties with respect to the subject matter hereof and supersedes all other negotiations, agreements, representations and covenants, oral or written. In the event of any conflict between this Agreement and any other oral or written agreement between the Parties, the terms and provisions of this Agreement shall control, unless specifically varied by a subsequent fully executed Agreement by the Parties. This Agreement shall be binding and shall take effect upon the Parties hereto, their successors and assigns as of the above-cited Effective Date in the contractual agreement. These TOS incorporate by this reference the Company’s Privacy Policy, available here.