TERMS & CONDITIONS

TABLE OF CONTENTS

1.  Accounts
2.  Intellectual Property
3.  Links To Other Web Sites
4.  Services Available For Purchase
5.  Noncompete, Nondisclosure, and Confidentiality Guarantee
6.  Termination
7.  Disclaimer and Assumption of Risk
8.  Forward-Thinking Statements
9.  Governing Law
10.  Severability
11.  Changes and Updates
12.  Contacting Us

1. Accounts

In Short: Accurate, complete, and current account information is required for proper provision of Services.

If applicable, when you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

If applicable, you are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

If applicable, you agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. When we are notified of any unauthorized use of you account, we will endeavor to protect you from any further unauthorized account use by using means available to us including but not limited to suspending your account.

2. Intellectual Property

In Short: With certain exceptions, this website is the intellectual property of its owner, Off Osborn, LLC.

The Service and/or the Website, and its original content, features and functionality are and will remain the exclusive intellectual property of Off Osborn, LLC, and insofar as is possible, the physical property of Off Osborn, LLC, unless granted in writing to an external licensor(s).

Intellectual Property exceptions may be granted for images, graphics, text and other renderings contributed by licensees of the Website and/or the Services, for material that did not originate with Off Osborn, LLC. Such exceptions should be requested in writing by the licensor of Off Osborn, LLC.

You acknowledge that no license of the Intellectual Property, by implications or otherwise, is granted to the you by reason of this Agreement. Additionally, you acknowledge that you may only use the Intellectual Property in connection with its business dealings with us and for no other purpose without our prior written consent. You further agree that all Intellectual Property, including without limitation any documents, files, reports, notebooks, samples, lists, correspondence, software, or other written or graphic records provided by us or produced using our Intellectual Property, will be held strictly confidential and returned upon request to us. The term of this Agreement will be ongoing as long as you are working together with us in any formal capacity. The conditions of this Agreement shall survive the termination of this Agreement.

Ownership and Proprietary Rights

The Services of Off Osborn are owned and operated by Off Osborn. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code, object code, and executable code), products, software, services, templates, and all other elements of the Service (“Materials”) provided by Off Osborn are protected by intellectual property and other laws. 

All Materials included in the Service are the property of Off Osborn or its third-party licensors. Except as expressly authorized by Off Osborn, you may not make use of the Materials. Off Osborn reserves all right to the Materials not granted expressly in these Terms.

3. Links To Other Web Sites

In Short:  While links to other websites may be present, the Website and the Services has no responsibility for the content appearing on those websites.

Our Service and/or Our Website may contain links to third-party web sites or services that may not be owned or otherwise controlled by us.

We have no control over, and assume no responsibility for, the accuracy of information, appearance, appropriateness, professionalism, content, intent, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit, in order to protect yourself against sites with harmful intent, inaccurate information, unclear ethical standards, undefined usage conditions and/or terms, and/or inadequate privacy policy practices.

4. Services Available For Purchase

In Short:  We offer a variety of digital client acquisition services designed to grow your business.

As you have probably noticed in viewing our Website, we offer a variety of Services that are designed to grow your business. Here is a breakdown of our Services:

SEO Services

An SEO audit is the process of analyzing how well your web presence relates to best practices. It is the first step to creating an implementation plan that will help your site produce measurable search results. The audit will cover both structural and content components affecting your SEO visibility. Our aim is to provide a “big picture” view of what is happening in your current profession of choice and state of residence.

The SEO audit will reveal: Technical SEO issues, website structure issues, onpage (onsite) SEO issues, as well as offpage (offsite) SEO issues.

The end result of an SEO audit service is that we deliver a comprehensive document to you breaking down your website’s strengths, weaknesses, and performance metrics.

Google My Business Optimization

Google My Business optimization is the process of optimizing your Google My Business listing so that your customers can find your business in Google Maps search results. Our Google My Business optimization service will partner with you to build a Google My Business listing that implements best practices to get your business in front of your prospective clients.

PPC Services

Pay-Per-Click is an internet advertising model used to drive traffic to websites, in which an advertiser (most often an agency) pays a publisher when the ad is clicked. Ad Rank, a metric calculated by multiplying two key factors – CPC Bid (the highest amount an advertiser is willing to spend per click) and Quality Score (a value that takes into account your click-through rate, relevance, and landing page quality).

Quality scores represent Google’s way of determining which ads get served and at what cost. The quality score consists of expected CTR (Click-Through Rate), Landing Page Experience and Ad Relevance. We will score high on ad relevance with our innovative 1:1 approach, and we will focus our efforts on other key components that are often overlooked.

We will focus on optimizing the landing page experience, by optimizing the loading speed of the landing page at the development level and relevance of the keywords compared to the content on the site. Expected CTR represents the expectation of our ad being clicked.

Additionally, relevant PPC website traffic will positively influence any of your SEO efforts, since your paid traffic can lower your bounce rates and improve your SEO performance.

Subscription Services

The Services provided by Off Osborn may including automatically recurring payments for periodic charges (“Subscription Service”, “Subscription Services”, “Subcription”, or “Subscriptions”). If you activate any of our Subscription Services, you authorize Off Osborn to periodically charge, on an ongoing basis as determined by Off Osborn and disclosed to you at the time of purchase, the accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase a specific Subscription Service, and in the event of purchases of multiple Subscription Services, the Subscription Billing Dates will be based on the dates of purchase of each respective Subscription Service.

Subscription Fees

The fees that you for our Subscription Services are our “Subscription Fees”, which are publicly disclosed in our online store. Your account will be periodically and automatically charged on the Subscription Billing Date for all applicable fees for the next subscription period. The Subscription(s) will continue unless and until you cancel your subscription or until Off Osborn terminates it.

You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Off Osborn will bill the periodic Subscription Fee to the payment method that you provide to us during registration of your account, or to a different payment method that you provide to us at a later date at some point after the registration of your account. You may cancel your Subscription(s) by logging into your account or by contacting us using the contact information provided below in Section 12.

SaaS Services

SaaS is a model of software acquisition where software is provided as a service for a fee, which is usually, although not always, provided as a Subscription. You are responsible for your conduct, content, and communications with others while using the Services that we provide, including but not limited to our SaaS Services. You must comply with the following requirements when using the Services:

1. You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any competitive purposes.
2. You may not misuse our Services by interfering with their normal operation, or by attempting to access them using a method other than through the standard interfaces and instructions that we provide.
3. You may not circumvent, or attempt to circumvent, any limitations that Off Osborn imposes on your account(s), including by opening, or attempting to open, a new account after an old account was closed.
4. Unless explicitly authorized in writing by Off Osborn, you may not use any manual or automated system or software to extract or scrape data from the Services that we offer.

In addition, we require that users of our SaaS services respect our licensing agreements with our software providers. As our licensing agreements change regularly, we request that our users consult us in writing using the means provided in Section 12 for Contacting Us of this document to obtain the most up-to-date information available.

Permission to Use Off Osborn Services

Subject to your ongoing compliance with these Terms, Off Osborn will grant you limited, non-transferable, non-sublicensable, and revokable permissions to access and use the Services, including but not limited to any specific types of our Services, for your personal, internal usage during the agreed-upon Term at the level of service for which you have paid all applicable fees in full.

Except and solely to the extent that such a restriction is impermissible under applicable law, you may not engage in any of the following:

• Reproduce, distribute, publicly display, or publicly perform the Service;
• Make modifications to the Service;
• Interfere with or circumvent any feature of the Service;
• Spam the Service with false, fictitious, misleading, or otherwise invalid inputs, data, actions, or other means that the Service was not intended to be used in; or
• Use the Service in ways that are illegal, unlawful, or unethical as determined by Off Osborn.

If you are prohibited by applicable law from using the Service, you may not use it. You may not use the Service on behalf of any third party, in a service bureau, or in a similar capacity without obtaining prior written permission and without arriving at an agreed-upon written scope statement with Off Osborn.

Suspension and Termination of Services

Our Services to you may be suspended either by you or by Off Osborn, as follows:

Suspension and Termination of Services by You

You can terminate your subscription at any time through your account management page search termination will result in a deactivation or disablements of your account and access to it, and the deletion of contents you collected through use of the services.

Terminations of Services are confirmed immediately and he will not be charged again for that subscription unless you purchase a new one. If you terminate a subscription in the middle of a billing cycle, you will not receive a refund for the period of that billing cycle, unless we are required by law to issue a partial refund.

Suspension and Termination of Services by Off Osborn

Off Osborn reserves the right to terminate your Services as it sees fit at the end of a billing cycle by providing at least 30 days prior written notice to you. Off Osborn may terminate your subscription for any reason by providing at least 90 days written notice to you and will provide a partial refund for any period of time that you did not use in your billing cycles within those 90 days.

Off Osborn may suspend performance or terminate your subscription for any of the following reasons:

• You have materially breached these terms and failed to cure that breach within 30 days after we have notified you in writing;
• You cease your business operations or become subject to insolvency proceedings and The proceedings are not dismissed within 90 days; or
• You fail to pay fees for 30 days past the due date.

Additionally, Off Osborn, LLC. may limit, suspend, or terminate the Services to you if you fail to comply with these terms, if you use the Services in a way that causes legal liability to Off Osborn, if you disrupt other users or uses of the Services, or if we are investigating suspected misconduct by you on our Services.

If we limit, suspend, or terminate the services that you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your content from our services. However, you are not guaranteed this opportunity as a right, since there may be time-sensitive situations or other factors in which Off Osborn may decide that we need to take immediate action without notice.

Off Osborn seeks to use, but cannot guarantee, commercially reasonable efforts to narrow the scope and duration of any limitation or suspension as it is needed to resolve the issue that prompted such action. Off Osborn has no obligation to retain your content upon termination of applicable services.

5. Noncompete, Nondisclosure, and Confidentiality Guarantee

In Short:  We do not service your competition, and we do not disclose to your competition our strategies to grow your business.

Noncompete and Nondisclousure Agreement

As long as you purchase or retain our Services, we agree that we shall not:

• Provide the same or similar industry products, services, or engage in any other way a representation of any other business of a similar nature to your business without your written consent.
• Directly or indirectly engage in any similar business practice of yours while being in contact with the your current or former clients. 
• Engage in business activity, whether paid or unpaid, with a competitor of yours that provides a similar product or service to yours.
• Hire, work alongside, or partner with any of your current employees, sales staff, or former employees or sales staff.

Confidentiality Guarantee

You acknowledge that you will have and will retain access to your Intellectual Property, and that we will have and will retain access to our Intellectual Property. We shall not directly or indirectly divulge, disclose or communicate any of your Intellectual Property to any third party, except as may be required by applicable law or as in the course of any formal business association or dealings with us and in such instances, only with your prior written approval.

6. Termination

In Short:  In certain circumstances, we may terminate or suspend Services, which may include Website access.

We may terminate or suspend access to our Service and/or our Website immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms & Conditions.

All provisions of the Terms & Conditions which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

If possible and if applicable, we may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms & Conditions.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may appeal for consideration of an account reinstatement or you may simply discontinue using the Service. Your choice of action will be entirely up to you. Please be aware that in the event of termination, your organic traffic may drop. We retain ownership of all offsite assets not located on your servers or hosting used to rank your site, and in the event of a cancellation, these offsite assets will be defunded, or potentially repurposed to suit the needs of our other clients.

All provisions of the Terms & Conditions which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Either party may terminate this Agreement at any time, with or without cause, upon 30 days’ written notice.

Either party also may at any time terminate this Agreement immediately if: (i) the other party commits a breach of this Agreement and such party does not cure a breach within 5 days of written notice for the non-breaching party of such breach.

If you choose to terminate this Agreement is terminated earlier by you without cause, you agree to pay us any and all sums which are due and payable for (i) Services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. We agree to use the best efforts to minimize such costs and expenses.

Termination for any reason shall not affect the rights granted to Clients by Contractor hereunder.

Termination for any reason shall not affect the rights granted to you by us. Upon termination, you shall pay us all undisputed amounts due and payable. If upon termination you have not paid undisputed fees owed for the services provided by us as of the date of termination, you agree not to use any such services, until you have paid us in full. Any provisions or clause in this contract that, by its language or context, implies its survival shall survive any termination or expiration of this agreement. Notwithstanding anything to the contrary in this agreement, we shall retain a perfected security interest In the deliverable until client has made payment in full for all undisputed amounts as of the termination date. We here by agree to release and wave our security interests in the deliverable upon receipt of full payment for all undisputed amounts.

7. Disclaimer and Assumption of Risk

In Short:  When you use our Website and/or our Services, you do so at your own risk.

While we take every precaution to protect and defend privacy and to implement online safety and security best practices, your use of the Website and/or the Service is at your sole risk. By using our Website and/or our Services, you assume any and all risks and waive any and every right to hold Off Osborn, LLC, and any licensors and licensees, if any, liable for any and all damages.

By using our Website and/or our Services, you understand that the Website and/or Services is provided on an “AS IS” and “AS AVAILABLE” basis.

Unless otherwise directly provided and signed in writing, the Website and/or Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Limitation of Liability

To the extent permitted by applicable law, the aggregate liability of Off Osborn, its affiliates, owners, officers, employees, agents, suppliers, contractors, and licensors arising out of or in connection with the services and these Terms will not exceed the lesser of the amounts paid by you to Off Osborn for use of the Services at issue during the 6 months prior to the even giving rise to the liability; or US $100.00.

Arbitration Notice

Unless prohibited by applicable law, disputes arising under these Terms will be resolved by binding, individual arbitration. By accepting these Terms, you and Off Osborn are each agreeing to waive the right to a trial by jury or to participate in any class action or representative proceeding. You agree to give up your right to go to court to assert or defend your rights under this contract, with the sole exception of matters that may be taken to small claims court. Your rights will be determined by a neutral arbitrator and not by a judge or jury.

8. Forward-Thinking Statements

In Short:  As with all businesses who make projections of anticipated future growth based on expectations of what we have seen work previously, we may make forward-thinking statements.

While we are confident in our process and while our SEO and PPC strategies typically produce the desired results for our clients, we do not own nor are we affiliated with Google or with any other search engine in any way. While we are client acquisition experts, we can never be entirely sure what will work, what will not work, or what market volatility may do. We are not responsible for any change up or down in your rankings, or for a lack of change in your rankings. When you hire or retain any of our services, you accept that you are paying for a process and not a ranking, and that while the desired results are likely, they are not guaranteed. Consequently, when you hire or retain our services, we expect that you will acknowledge that any and all growth projections that we may give you as forward-thinking statements.

9. Governing Law

In Short:  These Terms & Conditions are governed in accordance with the applicable laws of the United States of America.

In all situations of usage, and without regard to other locations outside of the United States of American in which this Website and/or Services may or may not be accessible, these Terms & Conditions shall be governed and construed in accordance with the applicable laws of United States of America without regard to its conflict of law provisions.

10. Severability

In Short:  If one provision of these Terms & Conditions violates applicable law, the rest of these Terms & Conditions remain in effect.

Our failure to enforce any right or provision of these Terms & Conditions will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

These Terms & Conditions constitute the entire agreement between us regarding our Website and/or our Services, and supersede and replace any prior agreements we might have between us regarding the Website and/or Services.

11. Changes & Updates 

In Short:  As practices and technology change, we may modify or replace these Terms & Conditions or update our Services.

Updates will be performed at Off Osborn’s sole discretion. Notice of updates may be provided if possible, but is not guaranteed.

Changes and Updates to our Terms & Conditions

We reserve the exclusive right, at our sole discretion, to modify or replace these Terms & Conditions at any time. If a revision is material, we will try to provide at least 30 days notice prior to any new terms taking effect. For revisions that we deem to not be material in nature, we may or may not choose to provide a 30 day notice prior to the new changes taking effect. What constitutes a material change will be determined at our exclusive and sole discretion.

By continuing to access or use our Website and/or our Services after such revisions become effective, you agree to be bound by the revised Terms & Conditions. If you do not wish to agree to be bound by the new Terms & Conditions, it is your responsibility to discontinue your usage of the Website and/or the Services when the revisions that you object to go into effect.

Changes and Updates to our Services

Because market conditions and Internet best practices change regularly, Off Osborn is constantly changing and improving our Services. Off Osborn may add, alter, or remove functionality from a Service at any time and without any form of prior notice. Off Osborn may also limit, suspend, or discontinue a Service at its sole discretion. 

If Off Osborn discontinues a Service, we will endeavor to give you reasonable advance notice to provide you with an opportunity to export a copy of your content from that Service, if applicable. Off Osborn may without prior notice remove content from the Service at any time according to our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.

12. Contacting Us

In Short:  If you have any questions, you may contact us about our Terms & Conditions.

If you have any questions about these Terms & Conditions, please contact us. You may contact us using the contact information shown at the bottom of this page or by using the webform at https://offosborn.com/contact-us. We appreciate your request and will respond as soon as possible.