TERMS AND CONDITIONS PERTAINING TO:
ONLINE MARKETING

THESE ARE THE TERMS AND CONDITIONS (“Agreement”0 APPLICABLE TO THE PURCHASE AND SALE OF ONLINE MARKETING RELATED SERVICES BETWEEN YOU (“Customer”, “you” or “your”) AND WEBSITE PROS INC. (“Website Pros”, “us” “we” or “our”). IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOTIFY WEBSITE PROS WITHIN THREE (3) DAYS OF YOUR ORDER DATE, AND THE SERVICES WILL BE CANCELED, A REFUND OF ANY FUNDS ALREADY PAID WILL BE ISSUED, AND THERE WILL BE NO FURTHER OBLIGATIONS BY EITHER PARTY. FAILURE TO NOTIFY WEBSITE PROS OF CANCELLATION WITHIN SUCH PERIOD SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THEM.

IN ADDITION, THE CUSTOMER MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM WEBSITE PROS, OR THEIR PARTNERS AND/OR OTHER THIRD PARTIES, WHICH HAVE THEIR OWN TERMS AND CONDITIONS AGREEMENTS AND ACCEPTABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS WILL BE PRESENTED TO THE CUSTOMER AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, AND IT IS THE CUSTOMERS' OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT. TERMS AND CONDITIONS FOR ALL OF OUR SERVICES CAN BE FOUND ON: www.websitepros.com/html/terms_and_conditions.html.

Website Pros reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Website Pros may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Website Pros' posting of any changes or modifications will constitute your acceptance of such changes or modifications.

1. Website Pros will provide Customer with Online Marketing and Internet Promotional Services (the "Services") including, but not limited to, Search Engine Submissions, Yellow Pages Directory Submissions, Display Advertisements, Pay Per Click Advertising, a “1-800” number with up to 200 minutes per month of local and long distance telephone service, Toll Free Number Tracking, and Website Pros’ Visibility Online. These services are more fully described on the Web page www.trafficbuilder.websitepros.com. Customer hereby grants to Website Pros and its subcontractors the necessary rights and licenses with respect to such Services to carry out obligations under this Agreement
2. Depending on the method of sale, Website Pros shall provide Customer with Services at the prices designated on the Order Confirmation Letter. All set up, monthly, and annual fees are non-refundable and the Customer is obligated to pay for the full amount of the Agreement, even if such full amount is scheduled to be paid in monthly installments. If Customer elects to pay for the Services in monthly installments, all monthly installments must be received on or before the applicable due date. Should any monthly or annual fee payments become delinquent, Website Pros may suspend or cancel the Services, including removal of Customer’s Services; however charges will continue to accrue in accordance with the Term and prices of this Agreement. Website Pros may bill an additional charge to reinstate a suspended Customer account. Upon reinstatement of a suspended Customer account, Website Pros does not warrant or guarantee that the Customer’s Services will be re-established in the same or comparable position as Customer may have had prior to suspension. If Website Pros provides any Service discount to Customer and Customer defaults on its payments or obligations as outlined herein, Website Pros may rescind all discounts and require full payment for the Services. Website Pros reserves the right to refer any amounts owed hereunder to a third party for collection in the event of ongoing default.
3. Payment for Services will be made via a charge to the Customer's credit card or bank account ("Account"). If Customer exceeds stated limits for any part of the Services, additional fees may apply based on posted rates. Customer understands that except as specifically provided herein, any fees or monthly charges are nonrefundable. By submitting your order for processing, you authorize us to charge your order (including taxes and any amounts shown to you before submission) to your Account. If your Account cannot be verified, is invalid, or is not otherwise acceptable, your order will be suspended automatically. You will also be liable for all attorney and collection fees arising from Website Pros' efforts to collect any unpaid balance of your Website Pros fees.
4. Positioning of Services on any page is at the sole discretion of Website Pros’ Service Partners. Any Website Pros Service Partner may, at its sole discretion, remove from the insertion order (and substitute with similar inventory) any keyword or category page that it believes to be a trademark, trade name, company name, product name or brand name belonging to or claimed by a third party. Website Pros shall be responsible for informing the customer of such actions by any Website Pros Service Partner.
5. Website Pros and its Service Partners make no guarantees with respect to usage statistics or levels of impressions for any Services provided. Customer acknowledges that delivery statistics provided by Website Pros’ Service Partners are the official, definitive measurements of such Service Partners’ performance on any delivery obligations.
6. All phone numbers associated with the Toll Free Number Tracking Service are acquired by Website Pros or its Service Partners on behalf of Customer and as such, are registered to and are controlled exclusively by Website Pros. Customer acknowledges that they have no claim of ownership or claim of use as it relates to each phone number.
7. All contents are subject to the approval of Website Pros and its Service Partners. Website Pros and it’s Service Partners reserve the right to reject or cancel any advertisement, insertion order, URL link, space reservation, position commitment or any element thereof, at any time, for any reason whatsoever in its sole discretion (including belief by Website Pros or its Service Partners that placement of advertisement, URL link, etc., may subject Website Pros or its Service Partners to criminal or civil liability). Customer hereby grants to Website Pros and its Service Partners a non-exclusive, worldwide, fully paid license to use, reproduce and display any advertisement (and the contents, trademarks and brand features contained therein) in accordance herewith. During the term of this Agreement, it is the responsibility of Customer to inform Website Pros in writing of any changes in the address, telephone number or URL of Customer and any other information that is material to the Services. As between Customer and Website Pros, all materials, information, and other content provided by Customer to Website Pros for fulfillment of Services shall remain the sole and exclusive property of Customer. However, all rights pertaining to any advertisement created by Website Pros, whether now or hereafter existing, are reserved by Website Pros.
8. Customer represents to Website Pros that: a.) All materials provided by Customer to Website Pros and its Service Partners comply with all applicable federal, state, and local laws, regulations and rules; b.) No materials provided by Customer to Website Pros or its Service Partners violate or infringe upon any rights of third parties, including, without limitation, trade names, trademarks, copyrights, patents, rights of privacy, or contractual rights; c.) Customer will use the Website Pros provided Services for lawful purposes only, and will not violate or infringe upon rights of others, or use the Services in a manner which is threatening, abusive, defamatory, invasive of public or private rights, vulgar, obscene or otherwise objectionable or which encourages or facilitates criminal or illegal conduct; and d.) Customer is at least eighteen years old. Website Pros reserves the right to reject any content that it deems to be in violation of this section, or which is otherwise objectionable.
9. This Agreement involves the sale of services and not the sale of goods. Website Pros makes no Warranty that its Service Partners will continue to operate the applicable Service offering or that access to Website Pros hosting servers will be accessible without interruption or error. Website Pros and its Service Partners do not guarantee or warrant any sales results in connection with the Services purchased. Reasonable care is taken to ensure that online marketing is accurate, although Website Pros does not guarantee 100% accuracy. EXCEPT AS EXPRESSLY STATED HEREIN, CUSTOMER'S USE OF THE SERVICE IS AT ITS OWN RISK AND WEBSITE PROS DISCLAIMS ANY AND ALL WARRANTIES TO CUSTOMER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WEBSITE PROS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. Website Pros’ entire liability and Customer’s exclusive remedy against Website Pros for any failure of service under this Agreement, or the performance or non-performance of any obligation under this Agreement, shall be limited to a refund of the amounts paid to Website Pros during the period of time that the services contracted for were interrupted or not provided properly or continuously. Website Pros disclaims and shall not be liable for any other loss, injury, cost or damage suffered by Customer and shall in no event be liable for consequential, special or incidental damages, including lost profits, loss of use, claims of third parties, or other losses of any kind.
10. In the event that Website Pros or its Service Partners (i) fail to publish an advertisement in accordance with the schedule provided in the Insertion Order, (ii) fail to deliver the guaranteed pay per click advertising within the specified time frame, (iii) fail to deliver the number of total page views specified in the Order Form (if any) by the end of the specified period, or (iv) of any other failure, technical or otherwise, of such advertisement to appear as provided in the Order Form, the sole liability of Website Pros and its Service Partners to Customer shall be limited to, at the sole discretion of Website Pros and/or its Service Partners, (i) a pro rata refund of the advertising fee representing undelivered page views, (ii) rollover of the guaranteed pay per click advertising into a subsequent time frame, (iii) placement of the advertisement at a later time in a comparable position, or (iv) extension of the term of the Insertion Order until total page views are delivered. In no event shall Website Pros or its Service Partners be responsible for any consequential, special, punitive or other damages, including, without limitation, lost revenue or profits, in any way arising out of or related to the services designated in the Order Form, Terms and Conditions or publication of the advertisement, even if Website Pros or its Service Partners have been advised of the possibility of such damages. Without limiting the foregoing, Website Pros and its Service Partners shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of Website Pros or its Service Partners affecting production or delivery in any manner.
11. Customer agrees to defend, indemnify and hold harmless Website Pros’ officers, directors, employees, agents, and affiliates from, against and in respect of: (i) any and all losses, damages or deficiencies resulting from any third party claim against Website Pros in connection with Services rendered hereunder and (ii) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments or judgments in respect thereof regardless of the merit thereof, including Website Pros’ reasonable legal fees and expenses (whether incident to the foregoing or to Website Pros’ enforcement of said rights of defense and indemnity).
12. Advertisements or other promotional materials/content are accepted by Website Pros and its Service Partners upon the representation that Customer has the right to publish the contents of the advertisement or promotional materials/content without infringing the rights of any third party and without violating any law. In consideration of such publication, Customer agrees, at its own expense, to indemnify, defend and hold harmless Website Pros and its Service Partners, and its employees, representatives, agents and affiliates, against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by Website Pros and its Service Partners in connection with any claims, administrative proceedings or criminal investigations of any kind arising out of publication of the advertisement and/or any material, product or service of Customer to which users can link through the advertisement or promotional materials/content (including without limitation, any claim of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices).
13. Depending on the method of acceptance, the Term of this Agreement shall commence upon either 1.) The recorded order verification, 2.) The date Customer’s signature appears on the Customer Services Agreement, 3.) The date Customer’s signature appears on the Order Form, or 4.) The date verbal authorization is communicated by Customer to a Website Pros authorized representative and such authorization is duly noted in the Customer’s service record, and shall continue for the period specified therein. Any renewal of this Agreement and acceptance of any Services order shall be at Website Pros’ or its Service Partners’ sole discretion. Pricing for any renewal period is subject to change by Website Pros or its Service Partners from time to time. Website Pros may terminate this Agreement at any time for any reason whatsoever upon fifteen (15) days prior written notice to Customer. Additionally, Website Pros reserves the right to suspend or terminate Services immediately with or without notice to Customer if Website Pros determines, in its sole discretion, that Customer has failed to comply with its payment obligations as set forth in this Agreement or if Website Pros determines Customer is utilizing the Services in a manner that is unlawful, illegal, or infringing upon the rights of third parties. Furthermore, Customer agrees to abide by any applicable rules, regulations and/or Acceptable Use standards of Website Pros and the Website Pros Service Partners that may be applicable to the Services from time to time in the future.
14. This Agreement shall be governed by the laws of the State of Florida, without giving effect to principles of conflict of laws contained herein. Customer agrees that any judicial proceeding for the breach of or enforcement at law or equity of this Agreement or any provision hereof shall be instituted only in a federal or state court of competent jurisdiction in the city of Jacksonville and the State of Florida, and Customer consents to the jurisdiction of such court, and waives the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or to seek a change of venue. This Agreement constitutes the entire agreement of the parties relative to its subject matter, and shall not be waived, modified, or supplemented in whole or in part by Website Pros except in a writing signed by Website Pros or posted by Website Pros. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
15. Customer acknowledges that Customer has read this Agreement, understands it and agrees to be bound by its terms and conditions. If an agent or representative of Customer executes this Agreement on behalf of the Customer, the agent or representative represents that he/she has full authority to enter this Agreement on behalf of Customer, and the undersigned agent or representative hereby personally guarantees any payment or performance obligations of Customer as outlined herein. In the event that written execution of this Agreement is required by Website Pros, Customer agrees that faxed copies of this Agreement containing the written dates and signatures of the parties shall be deemed as original copies.

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