Terms of Service

Terms & Conditions

By using any of the services and products of SEMology LLC (hereinafter, “SEMOLOGY”), including without limitation, marketing services, website development services, mobile site services, website maintenance and hosting services, and SEO services (collectively, “Services”), you are agreeing to be bound by the following terms and conditions (“Terms and Conditions” or “Agreement”).

SEMOLOGY reserves the right to update and change the Terms and Conditions from time to time without notice. Any new features that augment or enhance the current Services, including the release of new tools and resources, are subject to the Terms and Conditions. Continued use of the Services after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms and Conditions at any time at: https://www.semology.co/terms-of-service

Violations of any of the terms below will result in the termination of your account. While SEMOLOGY prohibits such conduct and User Content on the Services, you understand and agree that SEMOLOGY cannot be responsible for the User Content posted on the Services and you nonetheless may be exposed to such materials. You agree to use the Services at your own risk.

1. Account Terms. If you use any of the Services, you agree:

a. You must be 13 years or older to use the Services.

b. You must be a human. Accounts registered by “bots” or other automated methods are not permitted.

c. You must provide your full legal name, a valid email address, and any other information requested by SEMOLOGY.

d. You are responsible for maintaining the confidentiality and security of your account and password. SEMOLOGY cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

e. You are responsible for all User Content posted and activity that occurs under your account.

f. SEMOLOGY reserves the right to refuse service to anyone for any reason at any time.

2. Payment Terms.

a. Payment Processing. SEMOLOGY LLC is the processor for all payments. You are responsible to remit payment and all fees and charges incurred if you dispute a charge by SEMOLOGY LLC and order an investigation of such charge or otherwise initiate a chargeback. For your convenience, SEMOLOGY also allows payment by ACH transactions. You may terminate your ACH authorization at any time, however termination of ACH authorization does not relieve you of your payment obligations hereunder. Returned checks will incur a $35.00 charge.

b. No Prorations. There will be no refunds or credits for setup fees, deposits, partial months or partial years of Services, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

c. Taxes. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

d. Marketing Services Fees. If you are purchasing marketing services, SEMOLOGY requires 100% of the first month’s fee up front. Your second payment will be pro rata based on the launch date of your online marketing campaign. This will adjust your billing cycle to be due 30 days after the campaign launch. Your monthly payment will be due on the same date of each month for the term of the Agreement. Failure to pay any invoice when due could result in the suspension of any services, including, but not limited to, your website, if applicable. If you purchase marketing services, other SEMOLOGY services may be bundled and discounted, at SEMOLOGY’s discretion.

e. Website Development Fees. If you are utilizing SEMOLOGY to develop and build your website, 100% of the development fee is due prior to the commencement of SEMOLOGY’s website development services.

f. Website Maintenance and Hosting. If you are utilizing website maintenance and hosting services, each term is for one year. SEMOLOGY will send you a renewal notice and invoice for the annual fee 60 days prior to the end of the term. If you fail to pay the maintenance and hosting annual fee, hosting services will be suspended which will prevent your website and/or mobile site from being viewable on the internet or mobile phones, as applicable.

g. Google Pay Per Click. If you are integrating Pay Per Click in the marketing services, you understand that any surplus in the Google account will be refunded to you 60 days after SEMOLOGY receives the surplus refund from Google.

h. Suspension of Services for Past Due Accounts. Without limiting any other rights and remedies, SEMOLOGY may remove, or cause to be removed, any of the Services, including the website, and suspend or terminate any of the Services if you fail to make timely payment. A late fee will be assessed at $25.00 per month, commencing 30 days after the due date of the invoice.

i. No Release of Website Files or Domain. SEMOLOGY will not release website files and will not release domain ownership until all fees due and owing on your account are paid in full.

3. Cancellation and Termination.

a. Objectionable User Content. If you provide initial User Content and SEMOLOGY, in its sole discretion, deems it objectionable or offensive, you may cancel your account and will be refunded your initial fees paid. If you thereafter resubmit User Content and SEMOLOGY, in its sole discretion, deems it objectionable or offensive, SEMOLOGY may terminate this Agreement and retain all initial fees paid for Services.

b. Cancellation of Services. Account cancellation requests must be submitted in writing. Cancellation requests submitted by phone are not valid and will not be honored. You may not cancel services that are provided based on a term contract prior to the end of the applicable term. Services automatically renew on a month to month basis unless you give a minimum of 30 days written notice of cancellation. Services that are provided month to month may be cancelled at any time with 30 days written notice and provided that you have met your minimum term, if applicable.

c. Cancellation of Website Maintenance and Hosting Services. SEMOLOGY requires a minimum of 30 days notice to cancel website maintenance and hosting services. SEMOLOGY will not refund amounts paid for the remainder of the then current term.

d. Termination by SEMOLOGY. SEMOLOGY, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Services, or any other SEMOLOGY Services, for any reason at any time. Such termination of the Services will result in the deactivation or deletion of your account or your access to your account. SEMOLOGY will not refund amounts paid for the remainder of the then current term.

e. Deletion after Termination. You may request your User Content, logos or other artwork and website files from SEMOLOGY within 60 days of cancellation or termination, and SEMOLOGY will provide the files and User Content in its possession to you within 30 days of your request, provided you have not breached the terms of this Agreement. All of your User Content will be deleted from the Services 45 days after cancellation or termination and will no longer be available to SEMOLOGY or to you. This information cannot be recovered once your account is cancelled and you agree that you will forfeit and relinquish all rights to the User Content in your account.

4. Modifications to Services and Fees.

a. Modifications. SEMOLOGY reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice.

b. No Liability for Modifications. SEMOLOGY shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.

5. Copyright, Content Ownership and Requirements.

a. User Content. If you have retained SEMOLOGY to build a website without SEMOLOGY marketing services, you will provide SEMOLOGY with the advertising material you designate for placement on the Services (herein, “User Content”) within 10 business days of contracting for Services. SEMOLOGY may redesign or modify the organization, structure and/or formatting of the User Content as necessary in its discretion. If, in SEMOLOGY’s sole discretion, the User Content is objectionable or offensive in any respect, SEMOLOGY will return it to you and you may supply new User Content or cancel this Agreement for a full refund of any amounts paid. Any subsequent submission of User Content by you that is objectionable or offensive, at SEMOLOGY’s discretion, may result in immediate termination of this Agreement by SEMOLOGY with no credit or reimbursement to you of any funds paid.

b. Requirements of Logos. Logos and other artwork that you submit as part of your User Content must be of a certain quality or additional charges may apply. Logos must be submitted as .eps, .ai or .psd files with an image resolution of 150 ppi or dpi. At SEMOLOGY’s request, you will produce ownership or licensing agreement regarding your right to use the logo or other artwork.

c. SEMOLOGY Artwork. Artwork created by SEMOLOGY is the sole property of SEMOLOGY. SEMOLOGY hereby grants a perpetual, non-exclusive, royalty free license to use the SEMOLOGY Artwork, in an uneditable format, provided you have not breached your obligations under this Agreement.

d. Your Retained Rights. SEMOLOGY claims no intellectual property rights over your User Content. Your profile and materials uploaded remain yours.

e. Removal of User Content. SEMOLOGY shall have the right (but not the obligation) at SEMOLOGY’s sole discretion to refuse or remove any User Content that is available via the Services.

f. SEMOLOGY Content. If you have purchased marketing Services, SEMOLOGY will create certain content (the “SEMOLOGY Content”) to be displayed on your website, including without limitation, blog material. SEMOLOGY hereby grants a perpetual, non-exclusive, royalty free license to use the SEMOLOGY Content, provided you have not breached your obligations under this Agreement. If you have breached your obligations under this Agreement, SEMOLOGY may remove the SEMOLOGY Content prior to returning any requested website files to you. If you have purchased marketing Services, SEMOLOGY may also create certain SEO content (the “SEMOLOGY SEO Content”) to be included in your website files. You understand and agree that the SEMOLOGY SEO Content is proprietary and the property of SEMOLOGY. Upon termination or cancellation of Services, SEMOLOGY will remove the SEMOLOGY SEO Content from your website files. If you have purchased marketing Services, SEMOLOGY may also utilize certain SEMOLOGY Plugins (the “SEMOLOGY Plugins”) to be included in your website files. You understand and agree that the SEMOLOGY Plugins are proprietary and the property of SEMOLOGY. Upon termination or cancellation of Services, SEMOLOGY will remove the SEMOLOGY Plugins from your website files. You further agree to remove the SEMOLOGY Plugins from your website in the event that SEMOLOGY does not have access to same.

g. SEMOLOGY’s Property. The look and feel of the Services is the copyright of SEMOLOGY. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from SEMOLOGY. All SEMOLOGY Content included on its site, its Software, and through the Services is the property of SEMOLOGY and is protected by U.S. and international intellectual property laws. All SEMOLOGY Content, Software, code, HTML/CCS/JavaScript/PHP/MySQL/Python, and visual design data is copyrighted by SEMOLOGY. SEMOLOGY’s property also includes any Google Ads accounts and email addresses used to establish a Google Ads account on your behalf, as the Google Ads accounts contain SEMOLOGY’s proprietary information.

h. Software. SEMOLOGY may make certain software available to you through the Services. If you download or otherwise use the software from the Service, the software, including all files and images contained in or generated by the software, look and feel, HTML/CSS/JavaScript/PHP/MySQL/Python, visual design elements, and accompanying data (collectively, “Software”) are deemed to be licensed to you by SEMOLOGY, for your personal and noncommercial use only. Except as otherwise provided in this Agreement, SEMOLOGY does not transfer either the title or the intellectual property rights to the Software, and SEMOLOGY retains full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form.

i. Compliance with Law. When accessing or using the Services, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Services is at all times governed by and subject to laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any party’s copyrights, trademarks, patents, trade secrets, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property, and you shall be solely responsible for any violations of any laws and for any infringements by any intellectual property rights caused by any content you provide, post, or transmit, or that is provided or transmitted using your account. The burden of proving that any Content does not violate any laws or intellectual property rights rests solely with you.

6. Website Build, Maintenance and Hosting Terms. In addition to the terms and conditions set forth herein, the following terms shall apply to website build, maintenance and hosting services:

a. Approval of Design. You will be provided with a copy of the proposed design for your website. All revisions to the website design shall be submitted by you at one time and a revised design will be provided. You will be required to approve your website design. Once you approve the website, SEMOLOGY will program and code the website. Requested changes made to the hard code after your approval of the website is outside the scope of the project, and you agree to pay the current hourly fees for the changes. Fees are charged based on the work that needs to be done and who is performing the work in accordance with SEMOLOGY’s hourly rate schedule. Similarly, for any website re-design or updates, SEMOLOGY will provide you with an estimate, and may require up to all of its fee up front.

b. Editor Access Only. You may have editor access to the Website. SEMOLOGY will not grant you administrative access or FTP access to any website hosted on SEMOLOGY servers. Administrator access will be granted if hosting is maintained outside of SEMOLOGY.

c. Similar Templates and Graphics. SEMOLOGY’s sites are template-based and therefore may be similar to other sites on the internet. For all SEMOLOGY websites, including SEMOLOGY sites and SEMOLOGY custom built sites, SEMOLOGY may utilize some graphics that are purchased from 3rd part vendors and therefore graphics on your site may be identical to graphics on other sites on the web.

d. DMCA Violation Notice. If SEMOLOGY receives a notice pursuant to the Digital Millennium Copyright Act (“DMCA Violation”), SEMOLOGY reserves the right to take the material or your website down immediately.

e. Plug-Ins. All third-party plug-ins must be approved by SEMOLOGY in its sole and absolute discretion. SEMOLOGY may terminate use of any plug-in at any time in its sole and absolute discretion.

f. Annual Maintenance Services. If you subscribe to website maintenance services, SEMOLOGY will provide you with two (2) additional hours of website changes per year. Changes that require additional time are billed at SEMOLOGY’s then current hourly rates. SEMOLOGY may require up to all of the fees to be paid up front.

g. Downtime and Losses. You may experience downtime with your website with poor internet connectivity or if a third-party breaks into or otherwise hacks your site. You may experience theft or loss of data. Your website may be attacked by a hacktivist. SEMOLOGY is not responsible for any issues resulting in website downtime or data loss.

h. Third Party Integration. SEMOLOGY is not responsible for the accuracy of the integration of other third-party applications and sites.

i. Browser Support. SEMOLOGY websites support the latest two versions of the following browsers: Edge, Internet Explorer, Firefox, Google Chrome and Safari. SEMOLOGY makes no guarantees or commitments concerning the load time of the website on each of the browsers.

j. Google Analytics. You acknowledge that analytics data is provided by a third party, Google. SEMOLOGY cannot be responsible for the accuracy or consistency of the analytics data provided.

7. Additional Website Development and Enhancement Services. In addition to the terms and conditions set forth herein, the following terms shall apply to additional website development and enhancement services:

a. Services Provided Hourly. If you have not retained SEMOLOGY to build your website, but have purchased SEMOLOGY marketing services, SEMOLOGY may recommend updating or creating enhancements to your website. Fees are charged based on the work that needs to be done and who is performing the work in accordance with SEMOLOGY’s hourly rate schedule. Similarly, for any website updates, SEMOLOGY will provide you with an estimate, and may require up to all of its fee up front.

8. SEO Services. In addition to the terms and conditions set forth herein, the following terms shall apply to SEO services:

a. On Page Optimization. SEMOLOGY’s SEO services include metadata embedded in your website to optimize searches. If the Services are terminated or cancelled, SEMOLOGY will remove all of the metadata from your website.

b. Off Page Optimization. SEMOLOGY’s SEO services include off-page optimization. You understand that SEMOLOGY’s strategies and methods are proprietary and SEMOLOGY does not disclose any of the off-page optimization activities. SEMOLOGY does not keep track of time it spends on optimization activities, and will not provide you with keywords lists.

c. External Site Links. SEMOLOGY’s SEO services include links to your website on other sites. If SEO services are terminated or canceled, links to your website from other pages may be removed.

d. Plug-Ins. All plug-ins must be approved by SEMOLOGY in its sole and absolute discretion. SEMOLOGY may terminate use of any plug-in crafted for SEO purposes at any time in its sole and absolute discretion.

e. No Guarantee. You understand that SEMOLOGY cannot guarantee results or particular placement on any search engine.

9. Internet Marketing Services. In addition to the terms and conditions set forth herein, the following terms shall apply to marketing services:

a. Current Website. SEMOLOGY may be unable to use your current website to utilize the full breadth of the marketing services. If SEMOLOGY does not build your website, SEMOLOGY cannot be responsible for any issues experienced with your website.

b. Coordination with Website Developer. If you are using SEMOLOGY for marketing services, but are not using SEMOLOGY as your website developer or hosting company, SEMOLOGY will give you changes to your website to increase the effectiveness of your internet marketing. SEMOLOGY cannot be responsible for errors or issues in connection with the work performed by your website developer or hosting company.

c. Call Tracking. SEMOLOGY may provide a call tracking number in connection with the marketing services. The number is owned by SEMOLOGY. You understand that the calls are tracked and recorded to enable SEMOLOGY to assess the effectiveness of the marketing services. Call tracking is provided by a third-party vendor. There is no guaranty that call tracking will function properly. It is your responsibility to ensure that you provide a line with 24-hour service to properly monitor the calls received based on the marketing campaign. Provided that you have not breached the terms of this Agreement, upon termination of this Agreement and upon your written request, SEMOLOGY will port the call tracking number to a service provider of your choice at your expense.

d. Google Pay Per Click. If you are integrating Pay Per Click Google Ads with marketing services, the following shall apply:

i. Proprietary Strategies. You understand that SEMOLOGY’s strategies and methods, including key words lists and the types of ads are proprietary and SEMOLOGY does not disclose any of its strategies to its customers.

ii. Budgets Vary. SEMOLOGY budgets your Pay Per Click campaign based on data of historical campaigns and Google suggestions. Budgets can vary from month to month, week to week or day to day, depending on the industry and marketing goals.

iii. Accuracy of User Content. You understand that SEMOLOGY writes ads, blogs and other marketing materials based on your User Content. Inaccurate User Content will adversely affect the results of the marketing services.

iv. Modifications or Revisions. You understand that if you modify your website or services or products offered, you must notify SEMOLOGY so that the ads may be revised.

v. No Guarantee. You understand that SEMOLOGY cannot guarantee results or particular placement with Pay Per Click. You understand that there may be downtime on a Pay Per Click campaign caused by various factors outside of the control of SEMOLOGY and that SEMOLOGY is not responsible for downtime in a Pay Per Click campaign.

e. Social Media. If you are integrating social media with marketing services, you understand that it is your responsibility to obtain access to your profiles and to grant SEMOLOGY access to same. SEMOLOGY will post and respond on your behalf. It is the policy of SEMOLOGY to post and respond in a neutral manner.

f. SEMOLOGYchat. If you are integrating SEMOLOGYchat services into your internet marketing services, for the purposes herein a lead is defined as a contact coming to your website who is interested in your services that is not a past customer. The visitor has expressed interest in being contacted for a consultation or return correspondence by phone or email, provided our agent with their contact information and answered “NO” when asked if they are an existing customer.

10. General Conditions. The following provisions shall apply to all Services:

a. As Is. Your use of the Services is at your sole risk. The service is provided on an “as is” and “as available” basis.

b. Technical Support. Technical support is only available via email. The technical support email address is websitesupport@SEMOLOGYss.com.

c. Content. You authorize SEMOLOGY to use, reuse, and to grant others the right to use and reuse, your User Content, and any reproduction or simulation thereof, in any form of media or technology now known or hereafter developed, both during and after your use of the Services, for any purposes related to the Services. You are solely responsible for your User Content.

d. Third Party Vendors. You understand that SEMOLOGY uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.

e. Contact Forms. You understand that SEMOLOGY will receive a copy of any contact forms submitted through the Services by your customers in order to monitor the effectiveness of the Services.

f. Call Tracking and Recording. You understand that call tracking lines track and record the phone calls occurring through the website. Callers will hear a recorded message that calls are recorded. It is your responsibility to know the laws of the state, and if your state requires that both parties know the call is being recorded, you agree to inform your employees that calls are recorded.

g. Analytics Email and Google Ads Account are Property of SEMOLOGY. You understand and agree that the Google Ads Account established by SEMOLOGY is the property of SEMOLOGY. You further acknowledge and agree that the email addresses associated with an analytics or Google AdWords account are the property of SEMOLOGY.

h. Aggregation of Data. You understand that SEMOLOGY may aggregate geographical and statistical data and information to assess the effectiveness of your marketing campaigns and the marketing campaigns of other clients.

i. SEMOLOGYtrax Dashboard. If your Services include the use of the SEMOLOGYtrax Dashboard, you understand that the SEMOLOGYtrax Dashboard integrates third party information and may not be accurate or consistent.

j. Services Provided Determined on Availability. You understand that SEMOLOGY will not initiate work until payment is received. When your payment is received, you will be added to the queue, and your work will commence when the customers ahead of you have been served. SEMOLOGY makes no promises, representations or warranties as to when the Services will commence or launch.

k. No Hacking. You must not modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with the Services or any other SEMOLOGY service.

l. No Duplicating. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by SEMOLOGY.

m. Offensive User Content. You represent and warrant that your User Content (i) does not contain material that is obscene or harms minors in any way, including child pornography, or (ii) does not contain material that is racist, excessively violent, harassing or otherwise offensive or objectionable. SEMOLOGY may, but has no obligation to, remove User Content and accounts containing User Content that SEMOLOGY determines, in its sole and absolute discretion, are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these

Terms and Conditions.

n. Transmission of Services and User Content. You understand that the technical processing and transmission of the Services, including your User Content, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

o. No Spam. You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.

p. No Viruses. You must not transmit any worms, viruses, adware, spyware or any malicious code of a destructive nature, or any code or file that may have the effect of compromising any security or access control feature of any of the Services.

q. SEMOLOGY Statements. SEMOLOGY may post on the Services or through a link within the Services various statements of content, disclaimers or statements to the visitors and users of the Services concerning the content and access to and usage of the services and may modify such statements and disclaimers from time to time without prior notice to you. This includes a statement that SEMOLOGY created and maintains your Services.

r. No Warranty. SEMOLOGY does not warrant that (i) the Services will meet your specific requirements, or are suitable or appropriate to meet any standards for describing or advertising a particular product or service offered by you, (ii) the Services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Services will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations, (v) any errors in the Services will be corrected; and (vi) any analytics data provided to you is accurate or consistent.

s. Limitation of Liability. You expressly understand and agree that SEMOLOGY shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if SEMOLOGY has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Services; (v) or any other matter relating to the Services. In no event shall SEMOLOGY’s liability to you exceed the amount actually paid to SEMOLOGY by you during the twelve (12) months immediately preceding the date of the claim, or $500, whichever is greater.

t. DISCLAIMERS. SEMOLOGY DISCLAIMS ALL WARRANTIES AND CONDITIONS CONCERNING THE SERVICES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THE PROVISION OF OR THE FAILURE TO PROVIDE SERVICES. SEMOLOGY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE USER CONTENT.

u. Force Majeure. In no event will SEMOLOGY have liability or be deemed in breach hereof for any failure or delay of performance of any duration resulting in whole or part from any governmental action, fire, flood, insurrection, war, earthquake, power failure, network failure, riot, explosion, embargo, strikes, terrorist act, labor or material shortage, transportation interruption of any kind or work slowdown or any other condition not reasonably within SEMOLOGY’s control. Your payment obligation will not be excused or reduced upon the occurrence of any such event.

v. Your Representations and Warranties. You represent and warrant that: (i) you are entering into this Agreement for the sole purpose of advertising for your own products or services and not for any products or services offered or furnished by any third party; (ii) the User Content as well as any other advertising or materials you furnish to SEMOLOGY that concerns or describes you or your product or service is true and accurate and complete, is not misleading by false statement or omission of fact, is not slanderous or defamatory to any other party directly, indirectly or by innuendo, and does not invade the right of privacy or other property rights of any other person; (iii) that you have made appropriate investigation and inquiry and that the User Content furnished by you for use in any Services is not subject to any third-party trademark or copyright claims, rights or protection and any and all approvals, consents, permission and or licenses to use or display the User Content have been duly obtained by you; (iv) that you have the right to use and publish any User Content that you furnish to SEMOLOGY including but not limited to any name, address, trade name, trademark, service mark, picture, likeness, reproduction, endorsement, copyrighted or copyrightable item or other User Content and that such use complies with all applicable laws, license agreements and other obligations and the use of which does not impair or infringe on any rights of any third parties; (v) that you have made appropriate investigation and inquiry and that you are authorized to advertise and display the business, product or service described or contained in the User Content on the Services and that you are authorized to advertise and display the business, product or service described or contained in the User Content in conjunction with the other content of the Services and that by doing so you are not in violation of any law, rule or regulation or any particular rules, regulation or law that pertain to your particular industry, profession or services; and (vi) that you are not in violation of any laws, rules, regulations and/or licensing requirements that apply to your business, profession, goods or services by advertising on the Services. In some instances, SEMOLOGY will furnish and publish content and images on the Services on your behalf. It is your sole responsibility to ensure all content and images published on your Services meet all the requirements outlined above. This releases SEMOLOGY from any liabilities stemming from content or imagery on your Services. You agree to notify SEMOLOGY immediately in writing at any time that you discover that any of the representations or warranties contained in these Terms and Conditions are not true and correct in all respects and/or if you receive notice or any communication from any third-party that claims directly or by implication that any of these representations or warranties contained in these Terms and Conditions are not true and correct in all respects.

w. Indemnification. You hereby agree to indemnify, defend and hold SEMOLOGY and its owners, members, managers, employees and agents harmless for, from and against all claims, loss, liability, damage, expenses, costs and damages, including any and all legal costs incurred by SEMOLOGY and costs of defense of any lawsuit or litigation against SEMOLOGY including but not limited to all attorneys’ fees and costs of litigation, arising out of your failure to perform this Agreement, or any breach by your of any representation or warranty set forth in this Agreement, or relating to any User Content posted on the Services and any User Content posted on social media.

x. No Waiver. The failure of SEMOLOGY to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. The Terms and Conditions constitutes the entire agreement between you and SEMOLOGY and govern your use of the Services, superseding any prior agreements between you and SEMOLOGY (including, but not limited to, any prior versions of the Terms and Conditions).

y. Miscellaneous.

i. Governing Law and Venue. These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Arizona, without regard to the principles of conflicts of law, except to the extent those laws are preempted by federal law. The proper venue for any proceeding at law or in equity will be Maricopa County, Arizona, and the parties waive any right to object to the venue.

ii. Attorneys’ Fees. If any action is brought to recover any amount under this Agreement or for or on account of any breach of, or to enforce or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party will be entitled to recover from the other party, as part of the prevailing party’s costs, reasonable attorneys’ fees, the amount of which will be fixed by the court, and will be made a part of any award of judgment rendered.

iii. Headings. Headings of this Agreement are for the purposes of reference only and shall not limit or otherwise affect the meanings hereof.

iv. Severability. If any one or more of the provisions of this Agreement is held or found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

v. Binding Upon Heirs. This Agreement will be binding upon the parties, their heirs, legal representatives, successors, and assigns.

11. Contact SEMOLOGY. Questions about the Terms and Conditions should be sent to info@semology.co.