Terms & Conditions
– Legal Stuff –
Within these terms and conditions the participating parties consist of SwaggerBrand and ‘Client’. SwaggerBrand, whom will be providing the services and collecting currency from Client. The party referred to as “Client”, will be receiving the services and making payments to SwaggerBrand. If any provision of this Agreement is deemed illegal, defective, or unenforceable, the remaining provisions shall remain in effect. The waiver of a breach hereunder does not waive any other or subsequent breach. These terms become effective when the client becomes a registered reseller with SwaggerBrand by filling out this form: Sign-up form or an equivalent form through any partner network.
RELEASE OF LIABILITY
Client accepts the following with reverence to SwaggerBrand’s marketing services:
SwaggerBrand does not govern policies of search engines with respect to the type of websites and/or content they accept now or in the future. The Client’s website may be excluded from any directory/search engine at any time at the sole discretion of the search engine or directory in question.
Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, SwaggerBrand does not guarantee #1 positions or stable top 10 positions for any particular keyword, phrase or search term.
Due to the erratic nature of search engines, SwaggerBrand is not accountable for any loss of income due to the position, ranking, or the lack of, for the client’s website within any search engines.
SwaggerBrand is not accountable for alterations made to the Client’s web site by other individuals or companies that unfavorably affect the search engine rankings of the Client’s Web site.
SwaggerBrand is not accountable for other individuals or companies overwriting SEO efforts on Client’s site (e.g. Client’s webmaster or any officially or unofficially appointed associate making alterations resulting in the overwriting of previously provided SEO efforts). The Client will be charged an extra fee for re-building Meta Tags, or other objectionable overwrites made by other individuals or companies.
Client promises any components of transcripts, visuals, photographs, designs, logos, or other visual or written content, or promotional resources provided to SwaggerBrand for inclusion on the Client’s website, are owned by Client, or that the Client has received authorization from the legal owner(s) to use each of the components. The Client will hold inoffensive, and defend SwaggerBrand and its subcontractors from any liability or lawsuit resulting from the use of such components.
Some search engines, and article directories, and press release publication sites may take as long as 3 to 6 months, or longer, after submission to index the website or publish the submitted content. Sometimes, search engines and publication sites will halt the acceptance of submissions for an indeterminate period of time. The Client comprehends that, while effort will be made to publish content to submit their business into online directories, publication of content and successful directory submissions are not guaranteed.
Back Links that have been created for the Client’s website are not guaranteed to last incessantly. The duration of a back link to the Client’s website is reliant on on the webmaster of the webpage comprising the back-link and the search engine’s assessment to index the page containing the back-link. SwaggerBrand will provide the best effort to build links that will last longer, rather than shorter. When links built to the client’s website are acknowledged on the project’s work report, SwaggerBrand shall not be held accountable or liable for broken links or back links that are no longer active.
Certain issues, situations, or scenarios can cause a website to be taken offline or inform the search engines to refrain from indexing (sandbox) a specific website or webpage. If a website goes offline or is sandboxed by the search engines because of malware, a virus, robots.txt, or any other miscellaneous cause, SwaggerBrand does not hold accountability or liability any of those reasons.
Not all mechanisms of the online marketing campaign are reportable. The Client agrees not to hold SwaggerBrand liable or accountable for any of those items in which no work report is provided or necessary.
In the occurrence that The Client has “sub clients” and is rendering SwaggerBrand’s services as white label services to their sub client, SwaggerBrand is not to be held responsible or liable for indemnities caused in the event that the white label is broken and/or the identity of SwaggerBrand is exposed to the sub client, except if it can be established that the white label was ruined intentionally through malicious or careless behavior by SwaggerBrand. Mishaps can materialize, and SwaggerBrand will not be held responsible through contract or misdeed for inadvertently breaching the white label.
SwaggerBrand’s commitment to perform Services shall be exempted without accountability when prevented by assault, act of God, legislative action, coincidence, act of war or conflict, act of sabotage, terrorism, or extremism, or any other comparable circumstance that is outside SwaggerBrand’s practical control. Client’s responsibility to pay any costs shall endure, excluding situational postponement due to the Firm’s incapacity to implement services under the Terms and Conditions.
SwaggerBrand’s commitment to implement Services hereunder shall be exempted without accountability when Client does not perform in agreement with Client’s responsibilities under the Agreement/s. SwaggerBrand settles to recommence performance of Services as soon as feasible following termination of such circumstance.
SwaggerBrand makes no representations or warranties, whether written, oral, express or implied, with respect to the services, including, without restriction, all reports, summaries, materials or endorsements arranged or supplied, or supplementary services, if any, or with respect to any other material hereunder. Each party hereby explicitly renounces any and all implicit guarantees.
Limitations of liability and damages: In no event shall SwaggerBrand be held accountable, whether in agreement or in misdeed, for any lost revenues, lost investments, lost files, lost or impaired software, or any other distinct, indirect, consequential, subsidiary, or punitive damages ascending from the agreement/s, irrespective of whether such party had notice of the possibility of any such loss or damage.
ARBITRATION AND GOVERNING LAW
Arbitration: If any disagreement rises regarding the clarification, legitimacy or performance of the Agreement/s, or any of its terms and requirements thereof, then the parties agree to work in moral confidence to resolve any such disagreement before resorting to the supplication of the negotiation right set forth below. Similarly, all matters, statements, provisions, claims or findings accompanying the disagreement shall be considered Confidential Information by all parties, and there shall not be any public assertions or declarations prepared or presented in any form by either party. In the event the parties are unable to resolve their disagreement in a judicious amount of time, but no less than 45 days from the non-breaching party’s printed notice and explanation of breach to the other party, then the parties shall wholly submit such disagreement for mandatory resolve before an intermediary. The arbitration mediator will be selected by SwaggerBrand.
Governing Law and Jurisdiction: Client agrees that by conducting business with SwaggerBrand any legal action beyond arbitration, the Client agrees to refund SwaggerBrand or any representative they may assign for any legal expenditures the Client’s actions may cause SwaggerBrand incur.
Use of Services and Exclusivity: All Services, including, without restriction, all reports, summaries, material, information or sanctions organized or supplied by SwaggerBrand containing statistics, data, or files specific to the Client Website, are for the exclusive use of Client in assembly with the Website. No other use is sanctioned under the Agreement/s. All reports, summaries, material, information or sanctions organized or supplied by SwaggerBrand hereunder shall become part of both parties’ Confidential Information. Each party agrees to defend Confidential Information from any unsanctioned use or dissemination, including, without limitation, unauthorized use or dispersal of SwaggerBrand’s provisions or SwaggerBrand’s reports, summaries, materials or sanctions, by such party to competitors of either party, or to non-employees of either party.
Confidential Information: The parties agree that during the progression of the Agreement/s, each party may have admittance to or be exposed to (such party hereinafter referred to as “Receiving Party”), directly and indirectly, confidential or registered information of the other party (“Disclosing Party”), including, without constraint, Firm provisions, computer software, materials, user data, information, knowledge, online or offline marketing plans, merchandises, services, and prices, forecasts, and other financial information in spoken, visual, printed, electronic, or machine readable form (collectively, the “Confidential Information”). Confidential Information shall not include information that the Receiving Party can establish
(i) to have been lawfully in the custody of the Receiving Party from a source other than the Disclosing Party prior to the time of revelation of said information to the Receiving Party hereunder (“Time of Receipt”),
(ii) to have been in the public domain prior to the Time of Receipt,
(iii) to have become part of the public domain after the Time of Receipt by periodical or by any other publicized means except an unauthorized act or omission or breach of the Agreement/s on the part of the Receiving Party, its personnel, or representatives, or
(iv) to have been provided to the Receiving Party after the Time of Receipt without limitation by a third party who is under no commitment to the Disclosing Party to preserve such information in confidence.
PAYMENT TERMS OF AGREEMENT
MULTIPLE MONTHS SERVICE OBLIGATION
All payments are due before the procession of any work or services requested by the Client. The services will be defined on the proposal. For monthly marketing campaigns, the service charge is due at the commencement of the monthly cycle and the service will be accomplished as outlined, 1 month from the initial invoice date. For instance, if a marketing campaign begins on the 15th of month 1, then the services will be concluded by the subsequent 15th of month 2, as well as the service report. To recap, payment is required prior to any initiation of services, and the monthly efforts will be concluded by the end of the monthly phase.
ONE TIME SERVICE CONTRACT AGREEMENT
For one time provision orders, such as website design projects, The Client is required to pay 50% before web design services are started, and 50% upon completion of the website. If The Client necessitates additional web design work outside of the scope of the proposed web design project, this will be allocated at an additional charge.
SwaggerBrand will not continue with any service that surpasses the original assessed total until consent from Client for the new projected total is received.
CONTRACT AND SERVICE TERMINATION
MONTH TO MONTH MARKETING CONTRACT TERMINATION
If The Client desires to halt services and they are in a month to month service agreement, then the client merely has to submit in writing the demand to withdraw from the service. If work has already commenced on the service, a refund will not be allotted.
WEB DESIGN SERVICE TERMINATION
In the occurrence of termination of this assignment, possession of all patents and any creative artwork shall be reserved by SwaggerBrand.
The Client may terminate progress on the website at any time by submitting notice to SwaggerBrand via email to themeyvn@TheMeyvnGroup.com. SwaggerBrand will dismiss work upon receipt of the Client’s cancellation email, at which point, the Client will be liable for paying for all services completed prior to SwaggerBrand’s receipt of cancellation request. If, at the time of request for refund, work has been completed beyond the amount of work paid for by the initial payment, the Client shall pay for work completed.
SwaggerBrand reserves the right to refuse service and cancel a website project if necessary, in which case, the balance of the initial payment will be returned to Client after all applicable fees have been deducted for work completed. SwaggerBrand may cancel project for any reason deemed necessary, including but not limited to Client not providing necessary information, text and graphics in a timely fashion to SwaggerBrand.
There will be no refunds for work completed. In short, we have a NO Refund Policy.
MONTHLY SERVICE FEE PAYMENT SCHEDULES
Monthly services exist on one of two possible payment schedules. Client will either be on the 1st or 15th of the month payment cycles. This will be established when Client’s campaign is launched and will be decided depending on if the closest launch date is the 1st or the 15th of the month. All monthly invoices will correspond with the initial launch date. If the campaign launched on the 1st, then all following monthly invoices will be due on the 1st of each month, and same goes for the 15th cycle. There will be a five day grace period to receive the full monthly service fee. If payment is collected within 6 days of the due date, then the campaign will continue on the current work and payment cycle. If payment is collected after 6 days of the invoice due date, then the campaign will be moved to the next closest cycle.
NON PAYMENT AND ON HOLD TERMS
When monthly service fees are not paid by the invoice due date, the campaign goes on hold. Once a campaign reaches 30 days plus outstanding on the most recent invoice, all reporting will be deleted unless a $25.00 a month fee is paid for retaining the current work reports, ranking reports (if applicable), and custom analytics reports. This means Client will lose all history to any ranking reports, custom analytics reports, and potentially to work reports. To re-activate a campaign that has gone 30 days or more outstanding on the most recent invoice, we will charge a re-activation fee of $25.00.
PAYMENT METHODS AND CURRENCY
Payment should be made via PayPal or credit card in the currency of USD.
ADDITIONAL FEE CONDITIONS
If the Client is availing of a Pay Per Click marketing campaign in Google, Yahoo, Bing or Face book the Client is responsible for all spend and fees associated with PPC ads by providing payment directly to the pay per click account.
CHANGE OF KEYWORD FEE
If The Client is engaged in a Search Engine Optimization (SEO) campaign the following applies. If keywords need to be changed before the end of the initial duration stated on the proposal a $25 charge per keyword will be incurred for on page optimization and processing labor.
FIXING OF UNFORESEEN WEBSITE ERRORS AND ISSUES
If The Client is engaged in a SEO campaign the following applies. During month 1 of on page optimization, it is possible that SwaggerBrand will encounter unforeseen errors and issues within the website.
If SwaggerBrand requires these errors or issues to be fixed, this will come at an additional charge to the Client.
ADDITIONAL WEBSITE CONTENT FEE
If the Client is engaged in a SEO campaign the following applies. If the initial proposal does not include a charge for website content writing, during month 1 the on page team will analyze the website to determine if the target URLs require additional content or not. Sometimes new pages are required to be created or additional content will be required on an existing page. To quote this on the initial proposal would take too much time and analysis. Therefore please be advised that website content creation is typically not included in the initial proposal. The Client may purchase the required website content from SwaggerBrand or The Client will need to create content in a timely manner consistent with instructions given by SwaggerBrand.
MISC ADDITIONAL SERVICE FEES
Any revisions, additions or redesign the Client requests SwaggerBrand to perform that is not specified in this document shall be considered “additional” and will require separate addendum and payment. SwaggerBrand shall advise the client on any requested work that falls within these bounds.
CREDIT CARD CHARGEBACK POLICY AND PROCEDURE
SwaggerBrand does not tolerate credit card and online fraud, and all fraud, without exception, will be prosecuted to the full extent of the law. In the event of fraud, we will pursue civil legal action seeking to recover any loss of income related to the fraud, including business, legal fees, research costs, employee down time and loss of revenues.
FRAUDULENT DISPUTES AND CHARGEBACK POLICY
SwaggerBrand offers extremely reputable services and always provides proof of work done by work reports at the end of the monthly cycle (except for line items which are not reportable). Client understands that results are never 100% guaranteed and as long as the work is rendered by the end of the monthly service period SwaggerBrand has fulfilled their responsibility. We do have a cancelation policy in place for those that wish to terminate services early. As a competing business in a large market SwaggerBrand cannot afford to have credit card fraud and frivolous reversals. Therefore SwaggerBrand adopts strong legal measures to protect their online business and help the online community, including credit card processors, banks and other institutions to combat repeat offenders.
Please note, even if the Client files a chargeback due to “services not rendered” or “services not as advertised” and the credit card company issues Client the chargeback, this does not mean that the Client did not take illegal actions. Even credit card companies encourage merchants to take additional legal actions on chargeback’s unjustly issued to the client. As long as work has been done by the end of the stated deadline, any charge back successfully issued is illegal and will be combated. SwaggerBrand will pursue civil legal action seeking any loss of income related to the fraud, including business, legal fees, research costs, employee down time and loss of revenues.
If the Client does not take advantage of our cancelation policy or arbitration process and unilaterally places a charge reversal request (chargeback) with the credit card company or any third parties including PayPal, on purpose or by mistake, for any service order placed, and that has already been partially completed, there will be a $150.00 research fee charged to The Client’s account to cover investigative expenses to prove that the Client did make the purchase and we did fulfill the order or are in the process of fulfilling the service order. By entering into this contract the Client agrees to pay this fee in addition to being liable for the service cost.
POST-DISPUTE COLLECTION AND REPORTING POLICY
SwaggerBrand considers illegitimate credit card charge-backs to be fraud if the Client made no reasonable effort to notify SwaggerBrand that a problem existed, or to resolve or elucidate a situation or problem.
In the event that the Client wins the charge back with the credit card company or PayPal and SwaggerBrand believes a fraudulent dispute has not been resolved fairly through the financial intermediaries that partake in the transaction, SwaggerBrand will exercise their right to recover the fraudulently disputed charges plus additional costs via a third-party collection Firm and the Client’s account will be reported to all credit bureaus as a delinquent collection account.
SwaggerBrand considers charge reversal attempts to be frivolous/unwarranted/fraud if one of the items below is true:
Client made no reasonable effort to work with Firm to resolve any problems with the service
Client did not follow the arbitration procedure outlined in this contract
Client has not taken advantage of our cancellation policy and seek to reverse the transaction and obtain a refund outside of the agreed terms of service
Client chargeback claim is under the category “services not as advertised” or “services not rendered” even though we have provided work reports or are in the process or fulfilling the monthly services within the stated deadline.
A simple phone call, email or letter normally resolves any misunderstandings.
FRAUDULENT CHARGEBACK STEPS TAKEN BY SWAGGERBRAND
Chargebacks happen when the Client disputes a credit card charge. A fraudulent chargeback occurs when the Client tries to dispute a charge for services that they actually purchased. Attempting to dispute a voluntary credit card charge is fraudulent and is unlawful. SwaggerBrand does not tolerate chargeback fraud, and follows the subsequent process when it occurs:
If Client attempts to dispute or repudiate a valid charge, we will first contact Client directly, because most disputed charges occur as a result of the customer not recognizing SwaggerBrand’s charge on their statement. Client will have 10 calendar days to reverse their dispute upon receipt of mail or our e-mail.
The Client’s account will be turned over to a Collection Firm, which will initiate collection activities as well as report their account as delinquent to all of the major credit bureaus.
If Client still does not resolve the situation by either reversing the dispute or reimbursing SwaggerBrand for the amount disputed plus the bank fees, SwaggerBrand will file a civil lawsuit against Client for the amount disputed, for bank fees related to the chargeback, for additional damages for the harm the Client chargeback causes to SwaggerBrand’s merchant credit record, and for punitive damages as the courts do not take credit card fraud lightly.