I. Overview and Important Definitions
1. Services. Pathfinder SEO is Search Engine Optimization (“SEO”) subscription service that allows subscribers to access resources pertaining to search engine optimization, online marketing, and online local business listing management. Pathfinder SEO subscription services include: tools for search engine optimization, analyzing links, downloadable toolbars, application program interfaces ("APIs"), website profile services, search engine analytics, blogs, personalized content, industry surveys, and opinion polls. Collectively, these services will be defined as “Services.”
2. Subscribers. Subscribers are users who subscribe to Pathfinder SEO Services (“Subscriber”). Subscriber’s use of and access to the Services is subject to the terms and conditions of this Agreement.
II. Terms and Conditions Governing Subscriptions to Services
5. Cancellation of Services. Subscriber may change Subscriber’s Services through the My Account page. If Subscriber changes Subscriber’s plan, Subscriber will be billed according to the terms of the new plan. Subscriber may cancel Subscriber’s Services at any time by selecting the cancel button on the My Account page. Subscriber’s Services will be canceled within three (3) days after Subscriber submits Subscriber’s cancellation. Please note that local subscriptions are subject to different cancellation provisions, as set forth in this Agreement.
6. Use of Pathfinder SEO. Subscriber assumes all liability for any and all changes and/or updates made by Subscriber to Subscriber’s website(s), social media sites used by Subscriber and other internet services. Subscriber agrees that Pathfinder SEO is not liable or responsible for any and all actions taken by Subscriber in connection with Pathfinder SEO. While Pathfinder SEO endeavors to provide Subscribers with up-to-date advice, Pathfinder SEO cannot implement any IT solutions for Subscriber or maintain or repair Subscriber’s website(s).
CANCELING SUBSCRIBER’S ACCOUNT WILL CAUSE SUBSCRIBER TO IMMEDIATELY LOSE ACCESS TO PATHFINDER SEO SERVICES AND DATA. Pathfinder SEO does not retain data or information from canceled accounts.
6. No Refunds. Pathfinder SEO does not provide refunds. Subscriber acknowledges and agrees that Subscriber will not be entitled to a refund of for any unused Services.
7. Changes to Services. Pathfinder SEO may change the Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of the Services. Pathfinder SEO reserves the right to cancel, suspend, or block Subscriber’s access to the Sites or Services at its sole discretion for violations of this Agreement, or for any other reason. Access to any Services is dependent upon Subscriber complying with any applicable laws.
III. Conditions Governing API Usage.
If Subscriber uses or publicly displays such proprietary data associated with an API, Subscriber shall comply with any link and attribution guidelines set forth in the API. Pathfinder SEO the right to suspend or terminate access to any API at any time and for any reason, with or without cause. If Subscriber’s access to an API is suspended or terminated, Subscriber shall have no rights associated with such API and Subscriber will not be entitled to any remuneration or compensation of any kind.
IV. Conditions Governing Pathfinder SEO Local Subscribers.
Pathfinder SEO offers additional services for Local Subscribers as an addition to Pathfinder SEO.
1. Scope of Pathfinder SEO Local Subscriptions: In exchange for Subscriber’s immediate payment per business location per year and compliance with the terms and conditions of this Agreement, Pathfinder SEO will distribute data to certain location data aggregators and business listing services and may offer additional reports and tools related to this data.
2. Pathfinder SEO Local Subscription Fees: Pathfinder SEO Local Subscriptions are available in recurring one-year terms only. By adding Pathfinder SEO Local Subscriptions, Subscriber agrees to pay Pathfinder SEO for a one-year term (“Local Subscription Term”) and acknowledge that such payment is non-refundable. The Local Subscription Term shall begin on the date of payment and continue until canceled. This payment, plus any future payment for that location based on annual renewal, shall together be referred to as “Pathfinder SEO Local Subscription Fee".
3. Renewal of Pathfinder SEO Local Subscription Fee: Each business location will renew annually automatically on the anniversary of the initial payment for that location. Pathfinder SEO will provide notice of the renewal 15 days in advance through email. Once a renewal payment is processed, no refunds will be provided for any reason. If Subscriber’s renewal payment fails, Subscriber will no longer have any rights under this Agreement related to Subscriber’s previously purchased Pathfinder SEO local business location(s), including the right to manage Subscriber’s listing, until Subscriber’s account is current and paid in full. Failure to renew a listing in a timely manner (prior to the date of annual renewal) will result in loss of custom pricing terms associated with a business location, if any.
4. Change in Pathfinder SEO Local Subscription Fees Upon Renewal: Pathfinder SEO may change its Pathfinder SEO Local Subscription Fee from time to time. Pathfinder SEO may provide 15 days’ of notice of such a change by electronic mail and/or posting of any new fee schedule on the Pathfinder SEO website.
5. Cancellation: Subscriber may cancel management of a business location from the My Account page. Cancellation is immediate and is irreversible. Cancellation must be initiated prior to the expiration of any Term to avoid fees associated with renewal. Cancellation removes a listing and all associated data from Subscriber’s My Account page.
6. Changes and Updates: Subscriber may make unlimited changes and updates to data associated with a purchased business location during the Term. However, Pathfinder SEO must be able to validate any changes to core data including, but not limited to, domain name, phone number, and/or location address, using third-party services such as Google or Facebook. If Pathfinder SEO is unable to validate Subscriber’s changes, Pathfinder SEO may unable to update Subscriber’s changes with location data aggregators and business listing services following submission. This validation policy protects Subscriber and other customers from having business locations listing data hijacked by unauthorized agents.
7. Pathfinder SEO Local Subscriber Obligations and Acknowledgements. By purchasing Pathfinder SEO Local Subscriptions, Subscriber warrants and acknowledges that:
a. Subscriber owns each listing or is otherwise authorized to represent the business location as of the date Subscriber makes any payment for Pathfinder SEO Local Subscription Fee.
b. Subscriber shall confirm the accuracy of submitted information about a listing periodically throughout any Term.
c. Pathfinder SEO may occasionally require Subscriber to submit proof of authorization to represent a local business location via email. Failure to comply with such requests may result in cancellation of Subscriber’s listing(s). Subscriber acknowledges that Subscriber’s business location listing(s) may be transferred to another person or entity if that person or entity that can reasonably demonstrate ownership of those business location(s), and this will not entitle Subscriber to a refund under any circumstances.
d. Subscriber acknowledges that another agent may submit information to Pathfinder SEO or a location listing provider which may override information Subscriber submitted about a business location.
e. Subscriber acknowledges that the Services contemplated by this Agreement involve sending location data to third party location listing providers who will then have the right to use this data in any way they wish. Pathfinder SEO has no control over this data once it is sent to third parties.
f. Subscriber acknowledges that location data aggregators and business listing services are not obligated to accept Subscriber’s listing, or any or all of the information Subscriber submits via Pathfinder SEO related to a business location.
g. Subscriber acknowledges that Pathfinder SEO, in its sole discretion, reserves the right to change the mix of Pathfinder SEO Local location data aggregators and business listing services.
h. Taxes: Subscriber is solely responsible for all taxes associated with Subscriber’s purchase of Pathfinder SEO Local Services (such as sales tax), and such taxes will be in addition to the Pathfinder SEO Local Subscription Fee quoted.
V. Representations of Pathfinder SEO Subscribers.
By entering into this Agreement, Subscriber represents and warrants that:
- Subscriber is at least 18 years of age.
- Subscriber had and will maintain the latest version of Chrome, Firefox or Safari. Pathfinder SEO does not support Microsoft Edge or Microsoft Internet Explorer.
- Subscriber has submitted truthful and accurate information in connection with this Agreement and Subscriber shall maintain the accuracy of such information.
- Subscriber has not and will not impersonate any other person or entity or otherwise misrepresent Subscriber’s identity in an online profile or in connection with Subscriber’s use of the Pathfinder SEO Services.
- Subscriber has and will maintain a valid email address throughout the course of Subscriber’s Pathfinder SEO subscription.
- Subscriber will not authorize others to use Subscriber’s Pathfinder SEO account, profile, or messages.
- Subscriber will inform Pathfinder SEO immediately upon learning of a security breach that relates to Subscriber’s account or a third party's improper use of the Services in connection with Subscriber’s Pathfinder SEO account and/or email address.
- Subscriber’s use Services may depend upon Subscriber demonstrating that Subscriber has paid for the Services.
- Pathfinder SEO cannot charge Subscriber’s credit card at renewal, or Subscriber’s credit card payment is declined, Pathfinder SEO may cancel Subscriber’s access to the Services and Subscriber may lose access to the Services and all associated data.
- Some components of the Services are publicly available or available to other Subscribers and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, metacrawlers, and other similar programs.
VI. Subscriber Generated Content
1. Subscriber Generated Content. "Subscriber Generated Content” shall be defined as: any information posted by or provided by Subscriber, including notes made by Subscriber through Pathfinder SEO, changes to checklists and other information provided by Subscriber through Pathfinder SEO or in connection with the Pathfinder SEO whether publicly posted or privately transmitted.
2. Pathfinder SEO’s Obligations and Limitation of Liability Regarding Subscriber Generated Content
a. Pathfinder SEO assumes no obligations related to Subscriber Generated Content created in connection with the Services. Subscriber expressly agrees Pathfinder SEO shall not be liable in any way for any Subscriber Generated Content, including, without limitation, any liability related to any loss or damage of any kind incurred as a result of the use of any Subscriber Generated Content posted, emailed, or otherwise transmitted via Pathfinder SEO.
3. Subscriber’s Obligations. Subscribers expressly agree to comply with the following obligations with Subscriber Generated Content:
a. Subscriber assumes legal responsibility for all Subscriber Generated Content.
b. Subscriber is solely responsible, at Subscriber’s sole expense, for creating backup copies and replacing any Subscriber Generated Content created, posted or stored by Subscriber on Pathfinder SEO on the Sites or otherwise provide to Pathfinder SEO. Subscriber assumes all risks associated with the potential loss or compromise of Subscriber Generated Data.
c. Pathfinder SEO assumes no obligation to maintain or store Subscriber content. Pathfinder SEO may delete, modify, or restrict the display of Subscriber Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, or violation of this Agreement. Once deleted, Subscriber Generated Content may not be retrieved.
d. Subscriber retains full ownership of all of Subscriber Generated Content to the extent of Subscriber’s intellectual property rights or other proprietary rights associated Subscriber Generated Content.
e. Subscriber authorizes Pathfinder SEO to make such copies as Pathfinder SEO deems necessary to facilitate the posting and storage of Subscriber Generated Content and provide the Pathfinder SEO services to Subscriber. Subscriber authorizes Pathfinder SEO to anonymize and aggregate Subscriber Generated Content and any data Subscriber shares with Pathfinder SEO (“User Data”), including data associated with google analytics and social media profiles. Subscriber authorizes Pathfinder SEO to use such content and data to enable Pathfinder SEO to provide current or future services and for benchmarking, research and development, data products, or other marketing purposes. By choosing to post, upload, or transmit data to the Sites (including authorization to access any third party account or profile), Subscriber grants Pathfinder SEO, its affiliates and partners an irrevocable, perpetual, worldwide, royalty free, non-exclusive license (with the right to sub-license) to use anonymized and aggregated Subscriber Generated Content and User Data, in all present and future media, and in any manner relating to the Pathfinder SEO.
VIII. Services Limitations.
Pathfinder SEO may establish limits concerning use of the Pathfinder SEO in its sole discretion. Pathfinder SEO reserves the right to modify or discontinue the Pathfinder SEO (including any part or feature thereof) at any time, with or without notice. Subscriber agrees that Pathfinder SEO shall not be liable to Subscriber or to any third party for any modification, suspension or discontinuance of the Pathfinder SEO.
IX. Beta Services.
From time to time, Pathfinder SEO may add new features to the Pathfinder SEO that may be described as "beta" services or features (collectively, "Beta Features"). Beta Features will be considered part of the Pathfinder SEO and all provisions of this Agreement relating to the Pathfinder SEO will apply to the Beta Features as well. Subscribers acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Pathfinder SEO. Subscribers use Beta Features at Subscriber’s risk. Pathfinder SEO does not warranty the Beta Feature. Subscriber assumes any risk that Beta Features may harm or interrupt the regular running of Subscriber’s software or hardware.
X. Services Credits.
Pathfinder SEO may from time to time offer opportunities to earn credits toward future Services ("Services Credits"). These Services Credits are awarded at the sole discretion of Pathfinder SEO, and may be revoked at any time, for any reason. Service Credits are not redeemable for cash, and may not be exchanged, sold, or rolled into a separate account. Unused credits shall expire at the discretion of Pathfinder SEO.
XI. Trademarks; Copyrights; Proprietary Rights.
Pathfinder SEO owns the copyrights, trademarks, service marks, visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, trade names and other intellectual property and proprietary rights, and all other elements and components of the Pathfinder SEO ("Pathfinder SEO Content"). Pathfinder SEO Content specifically excludes Subscriber Generated Content.
Subscribers may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Pathfinder SEO Content in whole or in part except as expressly authorized in writing by Pathfinder SEO. Pathfinder SEO does not grant any express or implied rights in Pathfinder SEO Content to Subscribers. All rights in and to Pathfinder SEO Content are retained and reserved by Pathfinder SEO.
The term “Pathfinder SEO” and anything that identifies or distinguishes Pathfinder SEO from other goods are services are registered or unregistered trademarks of Pathfinder SEO (the "Pathfinder SEO Trademarks"). Except as otherwise permitted by law, Subscriber agrees not to display or use in any manner the Pathfinder SEO Trademarks without Pathfinder SEO's prior written consent.
XII. Subscriber Indemnification of Pathfinder SEO.
Subscriber hereby indemnifies and holds Pathfinder SEO and its affiliates, officers, agents, subsidiaries, partners and employees harmless from any loss, liability, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (i) Subscriber Generated Content or User Data submitted, posted, transmitted, or made available by Subscriber through the Pathfinder SEO, (ii) Subscriber’s unauthorized use of the Services, (iii) Subscriber’s use of the Services to provide a link to other websites or to upload content or other information to websites, or (iv) Subscriber’s violation of this Agreement, or (v) Pathfinder SEO’s violation of any rights of another, including but not limited to, infringement of copyright or other intellectual property rights.
XIII. Pathfinder SEO Warranties and Limitations.
Pathfinder SEO provides the Services "as-is". Pathfinder SEO provides no express warranties, guarantees, or conditions related to the Services. To the extent permitted by law, Pathfinder SEO disclaims any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort, and non-infringement, and including those arising by usage of trade, course of dealing, or course of performance. Without limiting the generality of the foregoing, Pathfinder SEO does not warrant that the Services will be accurate, error-free, virus-free, or uninterrupted, or that the Services will meet any specific requirements of a Subscriber.
Pathfinder SEO does not: (i) guarantee the accuracy, completeness, or usefulness of any information provided in connection with the Services, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Pathfinder SEO.
XIV. LIMITATION OF LIABILITY.
Subscriber acknowledges that Pathfinder SEO cannot provide the Services at a reasonable price without limiting its liability as set forth herein. As an express condition of Subscriber’s use of the Services, Subscriber limits Pathfinder SEO 's potential liability to Subscriber as set forth herein clause. This limitation of liability is a fundamental element of the basis of the agreement between Pathfinder SEO and Subscriber.
- Pathfinder SEO shall have no liability for Subscriber’s use of the Services. Pathfinder SEO cannot and does not guarantee any particular result as a result of Subscriber’s use of the Services.
- Under no circumstances will Pathfinder SEO or its affiliates be responsible for any loss or damage resulting from Subscriber’s use of the Pathfinder SEO including but not limited to, Subscriber’s changes to Subscriber’s website(s) and/or social media sites.
- Under no circumstances will Pathfinder SEO or its affiliates be responsible for any loss or damage resulting from Subscriber’s use of the Services.
- To the extent permitted by applicable law, Pathfinder SEO shall not be liable for any consequential, special, or incidental damages or lost profits resulting from Subscriber’s access to or use of the Services, whether based on breach of contract, breach of warranty, tort (including negligence), or any other legal or equitable theory. This includes Subscriber’s inability to access or use (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of the Services or any part thereof) the Services. Without limiting the foregoing, Subscriber specifically acknowledge that Pathfinder SEO is not liable for the defamatory, offensive, infringing, breaching, fraudulent, or illegal conduct of other Subscribers or third parties and that the risk of injury from the foregoing rests entirely with Subscriber. These limitations apply to any matter related to the, Services or its content; third party Internet sites, programs or conduct; viruses or other disabling features; incompatibility between the Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction in connection with the Services in an accurate or timely manner. These limitations also apply even if this remedy does not fully compensate Subscriber for any losses, or fails its essential purpose; or even if Pathfinder SEO knew or should have known about the possibility of the damages.
XV. DISPUTE RESOLUTION.
If a dispute arises from or related to this Agreement, either party may request to mediate the dispute by providing written notice to the other party. Within ninety (90) days of the receipt of such written request, the parties shall schedule a mediation, which may be conducted by phone or tele-conference, with a mediator chosen by Pathfinder SEO. If the dispute is not resolved by mediation within ninety (90) days from the date of mediation, the Parties may proceed with arbitration. The Parties agree that mediation is a condition precedent to arbitration provided, however, that either Party may seek injunctive relief from any court having jurisdiction in the event that party is faced with immediate or irreparable resulting from any actions or negligence of the other Party.
If the Parties are unable to resolve a dispute arising from or related to, this Agreement, or the breach thereof through mediation within ninety (90) days after the mediation, any remaining controversy or claim arising from or related to this Agreement, or the breach thereof, will be settled by final and binding arbitration in accordance with the Colorado Arbitration Act, Colorado Revised Statutes, Section 13-22-201 et. seq. Such arbitration shall be administered by the Judicial Arbiter Group. The Arbitrator shall award fees and costs, including attorneys’ fees, to the prevailing party.
XVI. Special Admonitions for International Use.
Subscriber shall comply with all local rules and laws regarding user conduct on the Internet and acceptable content. Specifically, and without limitation, Subscriber shall comply with all applicable laws regarding obscene and indecent content and communications and those regarding the transmission of technical data exported from the United States or the country in which Subscriber resides.
XVII. Miscellaneous Clauses
- Electronic Form. By accessing the Services, Subscriber agrees to have this Agreement provided to Subscriber in electronic form. Pathfinder SEO recommends that Subscriber print a copy of this Agreement for Subscriber’s records.
- Notices. If Pathfinder SEO must send Subscriber additional information regarding the Sites or Services, or in connection with this Agreement, Subscriber consents to receiving this information electronically. Pathfinder SEO may provide required information to Subscriber by email at any address Subscriber registered with the Sites or Services or via the Sites or Services itself. Notices provided to Subscriber via email will be deemed given and received on the transmission date. Subscriber understand and agree that this Agreement and any notices given pursuant to this Agreement are enforceable in electronic format. Pathfinder SEO is not obligated to notify Subscriber if changes are made to this Agreement, so please check the terms regularly.
- Forum and Jurisdiction. This Agreement is governed by the laws of the State of Colorado without regard to its conflict of law provisions. All disputes related to or arising from this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts located in Eagle, Garfield or Pitkin County, Colorado. Subscriber irrevocably consents to the jurisdiction of the courts in in Eagle County, Garfield County and Pitkin County, Colorado.
- Additional Rights and Obligations. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party's failure to act with respect to a breach of this Agreement does not constitute a waiver or affect that party's rights to act subsequently. Subscribers may not assign rights or delegate any duties under this Agreement. Pathfinder SEO may assign rights or delegate duties under this Agreement in connection with a merger, reorganization, or sale of substantially all of its assets. This Agreement will bind successors and permitted assigns.