Terms & Conditions

1. Definitions
When the following words with capital letters are used in the Terms, this is what they mean:

“Agreement” means the Confirmation of Order, the Service Pricing and the Terms.

“Beta Services” has the meaning given in paragraph 14(a).

“Confirmation of Order” means the document, webpage or electronic communication, including email, that we issue to you to confirm our acceptance of your Order.

“Content” means any and all textual, graphical, visual and audio content including text, code, graphics, images, logos, photographs, sounds, music, video, animation, characterization, URLs, trademarks, data, media and other content in any form.

“Domain Name” means an internet domain name that is registered through a Registry.

“Effective Date” has the meaning given in paragraph 3(a).

“Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, or failure of public or private telecommunications networks.

“Fees” means the fees payable by you for the Services, which are described in the Service Pricing.

“Free Services” has the meaning given in paragraph 15(a).

“ICANN” means the Internet Corporation for Assigned Names and Numbers.

“Intellectual Property Rights” means all (a) copyrights, patents, rights in trademarks, design rights, database rights, rights in know-how, trade secrets, service marks, domain names and rights in confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of the rights listed in (a); and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

“Laws” means applicable Federal, state and local laws, regulations, rules, orders, codes of practice or other requirements.

“Minimum Term” has the meaning given in paragraph 3(b).

“Monthly Budget” means the monthly budget for the Services that may be selected by you from time to time and which is described in the Service Pricing.

“Order” means your order for the Services (including a request to use Free Services) which typically may be placed via our electronic contracting portal or through our telephone sales team.

“Our Content” means all Content that we create, publish or otherwise use in connection with providing the Services, including any Content that we create on your behalf or license from third parties.

“Our Data” means any and all data relating to the Services or their use by you or anyone else, including data about the transactions processed through your use of the Services and any other data identified as “Our Data” in the Service Terms.

“Our Representatives” means our affiliates and any employee, partner, agent, contractor, service provider, licensor or other representative of us or of our affiliates.

“Our Websites” means smallrank.com, business.smallrank.com and smallrank.shop and any website that may replace these websites at any time in the future.

“Personal Data” means any data which identifies, relates to, describes, is capable of being associated with or could reasonably be linked, directly or indirectly, with a particular person.

“Register” means a Domain Name register which is managed by a Registry and which lists one or more Domain Names along with registered owner details.

“Registry” means any Domain Name registry or registrar run under the rules of ICANN. For the purposes of the Terms, a Registry shall be treated as one of Our Representatives.

“Service Description” means the description of a Service made available by us (including via Our Websites) from time to time.

“Service Month” has the meaning given in paragraph 3(b).

“Service Pricing” means the pricing information for a Service made available by us (including via Our Websites) from time to time.

“Solutions” has the meaning given in the Service Terms for Solutions. 

“Start Date” has the meaning given in paragraph 3(b).

“User Content” means any Content created, uploaded, published or otherwise provided by third party users of the Services you purchase.

“You” and “you” means both the individual signing the Agreement and the business on whose behalf the individual is signing the Agreement and the terms “Your” and “your” shall be construed accordingly.

“Your Content” means all Content that you or your employees, agents and contractors create, upload, publish or otherwise provide or use in connection with your use of the Services.

“Your Data” means any data that you give to us or let us access about you, your business, your actual or prospective customers or the products and services that you sell and any other data identified as “Your Data” in the Service Terms, but excluding Our Data.

“Your Taxes” means any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement or the offer or sale of the goods and services that you advertise or sell through, or in connection with, the Services.

2. How the Contract is Made between You and Us
(a) The contract between you and us is made when you sign and submit your Order and we send you a Confirmation of Order.

(b) Your Order is accepted by us only when we send you a Confirmation of Order. Once we send you a Confirmation of Order, the Agreement between us will be made. If you have placed an order for the Services with the help of our telephone sales team then once we provide you with the Confirmation of Order, you still have a cancellation right under paragraph 21(b).

(c) If we are unable to supply you with a Service, for example because that Service is no longer available, we will inform you of this by email and we will not process your Order. If you have already paid for the Services, we will refund you the full amount as soon as possible.

(d) Some of our Services give you the option to upgrade or downgrade to a different version of that Service. If you want to upgrade or downgrade any Service that you have bought from us, you will need to follow the instructions in the relevant Service Terms. This also applies where we give you the option to upgrade from a Free Service to a full version of that Service. Please note that we do not offer upgrades and downgrades for all of our Services. We will try to make your upgrade or downgrade effective as soon as possible, but you agree that this may not happen until the start of a future Service Month.

(e) If any of the various parts of the Agreement is inconsistent with any of the other parts of the Agreement, the following order of priority will apply: (i) Confirmation of Order; (ii) Service Pricing; (iii) Service Terms; (iv) General Terms; and (v) Additional Terms.

(f) In the General Terms, unless specifically provided otherwise, all references to another numbered paragraph are to that numbered paragraph of the General Terms.  In the Service Terms, unless specifically provided otherwise, all references to another numbered paragraph are to that numbered paragraph of the Service Terms for the applicable Service.

3. Contract Term
(a) The Agreement will begin on the date that we send the Confirmation of Order (“Effective Date”).

(b) The Service Terms and the Confirmation of Order specify whether there is a minimum term requirement for a Service (“Minimum Term”). The Minimum Term, if any, begins on the date your digital services begin (“Start Date”). Your Services will continue on a month-to-month basis after the end of the Minimum Term, unless otherwise specified in the Service Terms, until cancelled by us or you. If there is no Minimum Term, your Services begin on the Start Date and continue on a month-to-month basis until cancelled by us or you. Each of these monthly periods will be known as a “Service Month”. By way of example, if the Start Date were January 5, the first Service Month would run from January 5 to February 4 and the second Service Month would run from February 5 to March 4.

4. Our Services
(a) In return for the Fees, we will provide you with access to and use of the Services that you have bought.

(b) You agree that you will, on or promptly following the Effective Date, provide us with Your Content, Your Data and any other materials and information that we reasonably need to provide the Services and participate in a consultation call with a SmallRank Digital Services Consultant.

You agree that we may change how Your Content “looks and feels” or is formatted if we think this is reasonably necessary or appropriate for us to provide the Services.

(c) Some of our Services rely on third parties, for example Google or Facebook, to do certain things. You acknowledge that (i) we may not be able to provide a particular Service feature where you do not meet criteria set down by a relevant third party; (ii) we do not have any control or exercise influence over the third party’s own services; and (iii) the third party’s service may stop or change from time to time. You acknowledge that these are Events Outside Our Control and that neither we nor Our Representatives will be responsible for any impact these events may have.

(e) Some of our Services give you the option to use third party tools, widgets or Content. If you use or add third party tools, widgets or Content then you agree that this use is subject to the terms and conditions of the applicable third party or parties and that we are not responsible for the performance or non-performance of any third-party tools, widgets or Content.

(f) Where a Service feature involves setting up an account or setting up or administering a page or pages on a third party website, you acknowledge that: (i) where necessary, we are authorized to set up the account, page or pages on your behalf; (ii) we are authorized to administer the account, page or pages on your behalf; and (ii) you are authorized and grant us permission to display all Content on the account, page or pages.

(g) Some of our Services involve us acting on your behalf as your agent, for example, to repoint or move your own Domain Name from one hosting provider to another. You acknowledge and agree that: (i) where necessary, we are authorized to act on your behalf as your agent; (ii) we are authorized to administer your account on your behalf; and (iii) you remain responsible for your account with any third-party providers.

5. Customer Support
(a) You can contact our customer support team by emailing [email protected] on any day.

(b) If we need to contact you, we will do so by email, telephone or mail. You agree that we may call you at any telephone number you provide to us on your Order or in any subsequent communication.

6. Changes to the Services, Pricing or Terms
(a) We are always working to improve the Services and may change the Services or stop providing parts of the Services from time to time. This may be for a number of reasons, for example where changes are necessary because of a change in Laws or are desirable to keep up with developments in technology, or where things happen that make it unwise or difficult to continue to provide a Service in its current form. We may also change Service Pricing at any time after the end of your Minimum Term.  In the case of any material change in the Services or in the case of a Service Pricing change, we will tell you about the change either by email or by mail or via your customer dashboard.

(b) When we notify you of a change to the Terms or the Services or a change in Service Pricing, the change will take effect 14 days after the date we notified you of the change or at such later date as is specified in the notification. If you are not happy with the change, you can cancel the Services by following the procedure in paragraph 21(a). If you don’t cancel the Services, we will assume that you agree with the change.

7. Use of Our Websites
(a) Your use of Our Websites is governed by the applicable Conditions of Use and Privacy Policy (you’ll find a link to these in the footer of each of Our Websites). Please take the time to read these, as they include important terms which apply to you.

(b) We may investigate your online activities, account and any order you place with us for click-fraud or other invalid click activity. You must provide us with reasonable assistance in these investigations if we ask for it.

8. Fees and Monthly Budgets
(a) For all Services we will charge you by way of Fees or a Monthly Budget. The Service Pricing for each Service confirms how we charge for that Service. Fees and Monthly Budgets for your Service will be chargeable from the Start Date or from the date otherwise set forth in the Service Terms for such Service.

(b) We may use your information to obtain credit reports about you from time to time and you agree we can do this. This may include us passing your Personal Data, including your payment details, to credit reference agencies and these agencies may keep a record of any search that they carry out on our behalf.

(c) Fees

(i) The Fees will be as stated in the Confirmation of Order.

(ii) The Service Pricing will explain whether the Fees that you are to pay for the Services are one-time Fees, recurring Fees (for example, monthly, annual, etc.), transaction-based service Fees or some other kind of Fees.

(iii) The Fees for a Service exclude all applicable sales taxes and other taxes which will be added on to the Fees.  A portion of the Fees paid by you for SmallRank Search are, in turn, paid by us to search engines, including Google and Bing.  We retain a portion of the Fees paid by you as our management fee.  We may receive quarterly or other periodic performance bonuses from a search engine based on the amount of our total spend with that search engine, including spend on behalf of your Search campaign, during the quarter or other period.

(d) Monthly Budget

(i) The Monthly Budget includes our charges for the Services.

(ii) We will provide Services for up to but not for more than the amount of your Monthly Budget in any Service Month. Where there is any Monthly Budget left at the end of a Service Month, we will automatically roll that remaining amount over into the next Service Month.  If your Service is cancelled prior to the next Service Month, the Service will continue and the remaining amount will be applied to Fees for such continued Service.  Upon conclusion of the Service, any amount still remaining will be applied to administrative costs and the balance, if any, will be refunded to you.

(iii) If a Service is charged on a cost-per-click (“CPC”) or cost-per-thousand-impressions (“CPM”) basis, the number of clicks or impressions shall be exclusively calculated by us. Unless there is an obvious mistake on our part, you acknowledge and agree that click and impression statistics provided by us are the official, definitive measurement of activity and that no other measurements or usage statistics (including those of a third party or your own) will be accepted by us. We will try to meet any CPC or CPM targets set forth in the Agreement, but you agree that these are only targets and are not guaranteed.

(iv) The Monthly Budget for a Service excludes all applicable sales taxes and other taxes which will be added on to the Monthly Budget.

9. How to pay
(a) When you submit your Order, you must provide us with the payment information that we request, which may include:

(i) details for a valid credit card from a card issuer acceptable to us; or

(ii) details for a valid bank account.

(b) You must keep your credit card or bank account information up to date at all times during the term of the Agreement. You authorize us to check your information (including any updated information), to obtain credit authorizations from the issuer of your credit card, and to either charge your credit card or debit your bank account from time to time for any sums payable by you to us.

(c) You must pay for the Services when we require you to. We will charge the card or take the money from the bank account whose details you give us when you place your Order.

(d) If you don’t pay when you are supposed to:

(i) we may charge you interest on the overdue amount at the lesser of 1.5% per month or the highest rate allowed by applicable Laws. This interest will accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether or not this payment occurs before or after any court judgment is made. You must pay us interest in addition to the overdue amount; and

(ii) we reserve the right to suspend or cancel all or part of the Services and your access to them.

(e) We may offset any amounts you owe us (whether in reimbursement or otherwise) against any payments we make to you.

10. Service Availability and Security
(a) You understand and acknowledge that the Services are not guaranteed to be error free and that from time to time the Services may contain mistakes, be unavailable or may not be fully functional. This may be as a result of planned or required maintenance, repairs or updates, equipment failures, high volumes of internet traffic, interruption of telecommunications or digital transmissions links, network or system errors or many other factors.

(b) We will try to minimize any disruption to your use of the Services, however, we do not promise that any Service will be provided on a continuous and uninterrupted basis, or that we will be able to correct any error that occurs in the Services. We will not be not liable for any interruptions to the Service availability or functionality, whether caused by an Event Outside Our Control or by anything else.

(c) You should notify us if you notice any problems with the availability or functioning of the Services so that we can try to fix these problems.

(d) We may temporarily suspend any Service at any time if:

(i) we believe this is necessary in order to carry out essential maintenance;

(ii) we believe this is necessary in order to prevent or respond to hacking attempts, service attacks or other similar activities directed at our systems, or to deal with any other emergency technical issue;

(iii) we have reason to believe that you are no longer using the Services or that the password and access codes we have provided to you are being misused, for example, where you fail to respond to emails from us or Our Representatives regarding your contact information; or

(iv) required by a third party with authority, including any of Our Representatives, ICANN and judicial, regulatory or governmental bodies.

(e) Although all information transmitted to us is stored in operating environments which we believe are within industry standards for security, you acknowledge and agree that no data stored on or transmitted over the internet can be guaranteed to be 100% secure. We are not responsible for any security breach or any interception or interruption of Your Content, Your Data or any communications that you send through your use of the Services.

(f) You are responsible for securing and backing up Your Content and Your Data.

11. Your Use of the Services
How you may use the Services

(a) You and any employees, agents or contractors who you authorize, are allowed to access and use the Services for your normal, internal, business activities for the term of the Agreement. You are not allowed to resell the Services or to give them away or to transfer your rights or the Agreement to a third party.

(b) You are responsible for arranging your online access to the Services and for paying any relevant fees, for example, to your broadband supplier. You are also responsible for having all the necessary equipment for accessing the Service.

(c) You will provide us with Your Content and Your Data when we request it.

(d) You will only use the Services in compliance with applicable Laws and you agree not to ask a third party to do anything on your behalf that does not comply with applicable Laws. This will include complying with all Laws that apply to your business, any local Laws that apply in the countries in which you access and use the Services, and any Laws relating to the marketing, advertising or sale of the goods and services you offer (and in particular any Laws relating to online marketing, advertising or sales).

(e) If a Service relies on third parties, for example Google or Facebook, you may be required to comply with that third party’s rules or guidelines when you use that Service and you may receive communications directly from that third party pertaining to the Service, including requests for information and requests that you take certain actions relating to the Service.  For Services that include email and mailbox features, you must comply with the “Open SRS Acceptable Use Policy for Email”.

(f) If we think your use of the Services is excessive, we will tell you.  If you don’t reduce your usage, we may suspend or cancel your access to the Services.  We may also set limits on your use of the Services, for example, a maximum number or maximum size of emails sent or received over the Service.

(g) You will meet all written security or network access requirements that we provide to you and you will not disclose any passwords or access codes that we give you, except where this is needed for your authorized employees, agents and contractors to access and use the Services on your behalf and you are responsible for actions taken when your logon details are used.

(h) You will notify us immediately if you become aware of any unauthorized use of passwords or access codes that we give you or any other breach of security that could affect us or the Services.

(i) You are responsible for the remittance, calculation and collection of Your Taxes. You acknowledge that we have no responsibility for Your Taxes and we recommend that you seek independent advice from a tax professional.

(j) You understand and agree that we do not, in any circumstances, approve or endorse any product or service that you may market or sell through your use of the Services or Your Content.

(k) Where the Services require action by you, for example to carry out file clearing or maintenance, you will do what is needed for the upkeep of these Services.

(l) You are responsible for all use of the Services by you and your employees, agents and contractors. We will not, in any circumstances, be liable to you or any third party for any damage that is caused, or any loss that is suffered, as a result of the use of the Services by you or your employees, agents and contractors.

(m) We may provide the users of our Services with tools which allow them to rate you or the goods and services that you provide through your use of the Services, to provide feedback or to ask you questions. We may make these ratings, feedback, questions and answers publicly available.

(n) We are entitled to sign you out of the Services if you are inactive for an extended period of time and to modify your user settings without notice.

Ways in which you may not use the Services

(o) Unless paragraph 11(p) applies, you will not:

(i) tamper with, update, change or gain unauthorized access to any part of any of our Services or the software or systems that we use to run the Services;

(ii) use any automated means to monitor or copy the Services or Our Content, or to interfere with or attempt to interfere with how the Services work;

(iii) modify, edit, reverse assemble, reverse engineer, decompile, distribute or display any part of our Services or make other works based on any part of our Services;

(iv) use the Services to store or transmit viruses, bugs, Trojans and other forms of computer programming malware;

(v) interfere with or disrupt the performance of the Services or any third-party data;

(vi) attempt in any way to test, circumvent or breach the security of any part of our Services;

(vii) copy, republish, download, change, display or distribute any part of Our Content, in any form or by any means;

(viii) disable any licensing or control features of the Services or in any way interfere with features which place limitations on the use of the Services;

(ix) remove, obscure, or alter any notice of copyright, trade mark or other mark or wording relating to ownership rights, which is contained in Our Content or any aspect of the Services;

(x) use the Services in any way which may be considered deceptive, misleading or unethical or which might harm us, Our Representatives or the general public;

(xi) use the Services in any way that is not allowed under the Agreement;

(xii) access the Services through any means other than those which we tell you are acceptable;

(xiii) use the Services in a way that interferes with their normal operation or that consumes a disproportionate share of their resources;

(xiv) use the Services to collect or use email addresses, screen names, other identifiers or information;

(xv) use the Services to use an internet account or computer without the owner’s authorization;

(xvi) use the Services to monitor data or traffic on any network or system;

(xvii) use the Services to distribute software that covertly gathers or transmits information about a user; or

(xviii) sub-license, assign, rent or resell the Services to any third party.

(p) You are permitted to carry out any of the actions set out in paragraph 11(o) to the extent that:

(i) you have a right to do so under relevant Laws and this right cannot lawfully be excluded by a contract;

(ii) we have granted you a right to do so under the Agreement; or

(iii) we have authorized you to do so in writing.

Your Promises to Us

(q) You confirm that you have (and will maintain for the term of the Agreement) all the necessary permissions, licenses and consents (in all relevant countries) to allow you to use Your Content and Your Data in connection with the Services. You will provide evidence of the necessary permissions, licenses and consents if requested by us.

(r) You confirm that Your Content and Your Data:

(i) are true, accurate, complete and kept up to date;

(ii) are in a format approved by us;

(iii) do not infringe or assist in the infringement of any Intellectual Property Rights or other rights belonging to a third party;

(iv) are not defamatory, libelous, fraudulent, malicious, slanderous, obscene, harmful, threatening, harassing, discriminatory, racially or ethnically offensive or otherwise inappropriate or unlawful;

(v) have not been altered in order to disguise where they came from;

(vi) do not contain sexually explicit images or promote unlawful violence;

(vii) are free of viruses, bugs, Trojans and other forms of computer programming malware that may potentially damage, interfere with or intercept our systems or any data contained within those systems;

(viii) do not create a risk to the safety or health of any person or the public, or interfere with an investigation by law enforcement; and

(ix) comply with our Advertising Policy.

(s) You acknowledge that we are not under a duty to publish any of Your Content or Your Data. We may remove, reject or delete any of Your Content or Your Data for any reason. Without limiting our rights under paragraph 17, we may also change any of Your Content or Your Data if we consider it does not comply with paragraph 11(r), although we are not required to do this.

(t) You acknowledge and accept that you are responsible for Your Content and Your Data and any use that is made of them by any third party.

(u) You will not disparage us, Our Representatives or our Services, or any user of our Services.

(v) Indemnification. You will indemnify, defend and hold us and Our Representatives harmless from and against any and all claims, lawsuits, liabilities, damages, costs and expenses, including reasonable attorneys’ fees and expenses arising out of any third-party claim (“Claim”) in any way relating to your use of the Services or your breach of any representation, warranty or covenant under this Agreement.  We agree to give you prompt notice of any Claim, provided, however, that any failure or delay in giving such notice shall only relieve you of your obligation to defend, indemnify and hold us harmless to the extent you reasonably demonstrate that your defense or settlement of the Claim was adversely affected thereby.  You will have sole control of the defense and of all negotiations for settlement of any Claim, provided, however, that you will not settle any Claim unless such settlement completely and forever releases us from all liability with respect to such Claim and does not impose any obligations or restrictions on us or Our Representatives with respect to the conduct of our business or Our Representatives’ businesses.

12. Domain Names
(a) The Registry may reject applications for Domain Names based on its standard rules for handling applications. We provide no guarantee that any application we make on your behalf for a Domain Name will be accepted.

(b) If your preferred choice of Domain Name is not available, we will give you the option to select an alternative Domain Name. If your preferred Domain Name becomes unavailable between checkout and registration we will advise you of this and we will either offer you an alternative Domain Name or (at your option) refund to you any Fees that you have paid us in respect of the relevant Domain Name.

(c) We do not give any guarantee that any of your preferred Domain Names are available or are able to be registered. Any actions that you take before we notify you that the Domain Name has been officially registered, for example publishing your preferred Domain Name, are at your own risk.

(d) You will need to inform us promptly of any:

(i) change to your registered details for the Domain Name (for example your contact information); and

(ii) actual or potential claims brought by or against you in connection with the Domain Name.

(e) We will renew the Domain Name automatically each year unless you cancel the Domain Name or any Service which comes with the Domain Name, or if you sell or otherwise transfer the Domain Name to a third party.

 (f) We will not be liable for any loss that you suffer as a result of your failure to renew the Domain Name registration once you have cancelled the Domain Name or any Service which comes with the Domain Name, or if you have sold or otherwise transferred the Domain Name to a third party.

(g) When we register or renew your registration of a Domain Name you understand and accept that we will be acting on your behalf as your representative. You must comply with the terms and conditions, rules and policies of the Registry or Registries where the Domain Names are registered.

(h) If the Domain Name is to be transferred from one Registry to another, you will provide any assistance that we or the Registries require in order for the transfer to take place.

(i) When we provide you with a Domain Name we may be deemed to act as a reseller of Tucows Domains Inc. (“Tucows”). As well as complying with the terms and conditions, rules and policies of the relevant Registry or Registries (including those of Tucows), you must at all times comply with the Master Domain Registration Agreement (“MDR”) for each Domain Name that we register on your behalf.

(j) We recommend that you read ICANN’s Policy Statement. This document contains important information about your rights and duties relating to the Domain Name that we provide to you. We also recommend that you read ICANN’s Registrant Educational Materials and ICANN Registrants’ Benefits and Responsibilities.

(k) You explicitly authorize Tucows to act as your Designated Agent to approve any Change of Registrant on your behalf, as such terms are defined under ICANN’s Transfer Policy.

(l) The terms of this paragraph 12 apply only if we provide you with a Domain Name.  If you provide your own Domain Name or obtain a Domain Name other than from us or Our Representatives, you are responsible for procuring, maintaining and paying all fees relating to your Domain Name.

13. [Intentionally deleted] 

14. Beta Services
(a) This paragraph 14 applies where we provide you with a “Beta”, “Alpha”, “Experimental”, “Pilot”, “Evaluation”, “Pre-release”, “Unsupported” or similar version of any of the Services (“Beta Services“) for a period of time (“Beta Use Period“). The term “Beta Services” will also include any Service or any feature of any Service that is identified as “Beta”, “Alpha”, “Experimental”, “Pilot”, “Evaluation”, “Pre-release”, “Unsupported” or anything similar.

(b) The Beta Services are provided “as is” and we do not make any promises of any kind in relation to them. You agree that your use of the Beta Services is at your own risk and that you have sole responsibility for protecting Your Data and Your Content when making any use of the Beta Services. If any representations or guarantees apply to the Beta Services by law, we exclude those as far as it is within our rights to do so.

(c) We reserve the right to change or withdraw the Beta Services at any time and we will not be liable to you in these circumstances.

(d) All the provisions of the Terms will apply to the Beta Services in the same way as they apply to the Services except that paragraph 4(b) will not apply to the Beta Services.

15. Free Services
(a) This paragraph applies where we provide you with Services free of charge which are not Beta Services (“Free Services”).

(b) All Free Services are provided “as is” and we do not make any promises of any kind in relation to them. You agree that your use of Free Services is at your own risk and that you have sole responsibility for protecting Your Data and Your Content when making any use of the Free Services. If any representations or guarantees apply to Free Services by law, we exclude those as far as it is within our rights to do so.

(c) We reserve the right to change or withdraw Free Services at any time and we will not be liable to you in these circumstances.

(d) All the provisions of the Terms will apply to the Free Services in the same way as they apply to the Services except that paragraphs 8 and 9 will not apply to Free Services.

(e) In return for receiving the Free Services, you agree to take part in email or telephone feedback and market research surveys from time to time while you are receiving the Free Services, and for six months afterwards. We are entitled to use your feedback in our advertising, promotions and sales and marketing materials.

16. Intellectual Property Rights
(a) We are the sole owners of, or we otherwise have a legal right to use, all Intellectual Property Rights in the Services (including all Intellectual Property Rights in our software, Our Content and in any other products or materials created by or for us in connection with the Services). You agree that we may collect information about your use of the Services and your customer’s interaction with the Services. Where we combine this information (in a way that ensures that you cannot be identified) with similar information collected from other users of our Services, we will be the sole owner of this information.

(b) Unless paragraph 21(d) applies, and provided you paid for the Service in full in advance, then on cancellation of the Service, we grant you a non-exclusive, worldwide and perpetual right to use, copy, store, modify and publish any written copy that we have created for You as part of the Services.

(c) You confirm that you are the sole owner of, or otherwise have a legal right to use, all Intellectual Property Rights in Your Content. If we think that the Intellectual Property Rights in any of Your Content belong to a third party, we may tell the third party that you intend to use these Intellectual Property Rights and you agree to us doing so.

17. Rights Granted by You to Us
(a) You grant to us a worldwide, non-exclusive, sub-licensable and permanent right to access, use, copy, store, modify and publish Your Content and Your Data on Our Websites or through any other form of media, for any purpose in connection with the Services or the Agreement, for our own marketing, research and promotional activities (including sharing Your Content and Your Data with selected third party social media and networking sites) and for the internal business purposes of us and Our Representatives, except where this is in any way restricted by any term of the Agreement or by any applicable Laws.

(b) You agree by requesting a site scrape of your existing website that you authorize us to conduct the site scrape on your behalf and have all the rights to the Content on your existing website to allow us:

(i) to perform the site scrape on your behalf; and

(ii) to use, fully access, copy, store, compile, recompile and index (at your request) any of the Content scraped in your Services including but not limited to any data and copyright works comprised therein, or any portion thereof, by automated means including web ‘spiders’ or ‘crawlers’.

In no event will we be liable for any claims that the Content scraped from your existing website infringes the Intellectual Property Rights of any third party. If you are in any doubt as to ownership of the Content of your existing website, please do not request the site scrape. This grant shall apply notwithstanding any contrary terms and conditions which may apply to such website from time to time. Your continued use of the Services shall constitute a waiver of any applicable contrary terms and conditions and any other rights you may have, contractual or otherwise, to restrict the rights granted to us or Our Representatives under this paragraph 17(b).

(c) We may transfer the rights granted to us under this paragraph 17 to another organization.

18. Data and Privacy
(a) You will own all rights in Your Data and you are solely responsible for ensuring the legality, reliability, integrity, accuracy and quality of Your Data.

(b) You will make sure that all use of the Services by you, or your employees, agents and contractors, will meet all relevant data protection and privacy Laws

(c) We are the sole owners of all rights in Our Data and we may use it at our discretion and without restriction, including after cancellation of any or all of the Services. You must not: (i) disclose any of Our Data to anyone; or (ii) use any of Our Data for any marketing or promotional purposes or in any way that is inconsistent with our Privacy Policy or applicable Laws.

(d)  If you communicate through our Services, including but not limited to by way of a chat, website form fill, phone call or text message through an RCF telephone number we provided, or through Our Websites, we may have access to information you provide through such communication, including but not limited to Personal Data. Please see our Privacy Policy for more information.

19. Confidentiality
(a) As a result of entering into the Agreement, you may get access to, information about us which is not known publicly (“Confidential Information”). You must keep this secret and you are not allowed to share it with any third party or allow any third party to look at it, and you must make sure that your employees, agents and subcontractors, meet these rules too.

(b) You must make sure that our Confidential Information is only used by people who need it in order to carry out duties they may have in connection with the Agreement.

(c) This paragraph 19 will not prevent you from sharing information which is already known generally to the public or known to you outside of the Agreement.

(d) If you become aware of any actual or threatened unauthorized use or sharing of any of our Confidential Information, you must tell us as soon as possible.

20. Our Liability to You
(a) There is no limit under the Agreement to what we or any of Our Representatives will be liable for if we have committed fraud or if someone dies or is physically injured because of something we have or have not done.

(b) Except for the matters set out in paragraph 20(a), neither we nor any of Our Representatives will, in any circumstances, be responsible for any

(ii) loss, or corruption of data, information or software or loss of use of information;

(iii) loss of business opportunity;

(iv) loss of savings you expected to make;

(i) loss of profits, sales, business, or revenue;

(v) loss of goodwill; or

(vi) loss or damage that you and we would not have thought likely at the time the Agreement was formed.

(c) If we do not keep to these Terms, we will only be responsible for losses you have suffered which you and we would have thought likely at the time the Agreement was formed. We are not responsible for any other loss that you suffer, whether that loss is caused because we have not kept to our obligations under the Agreement, because of something we have done or not done, because we have made defamatory statements or otherwise as a result of:

(i) you using or relying on the Services;

(ii) you not being able to use the Services;

(iii) any mistake, fault, failure to do something, missing information, or virus or other form of computer programming malware in the Services or if the Services don’t work properly because of Events Outside Our Control;

(iv) theft or destruction of information or someone getting access to our records, programs or services without our permission; or

(v) any information, data, message or other material which you email, post, upload, reproduce, send, or otherwise distribute or receive using the Services.

(d) Except for the matters set out in paragraph 20(a), in no circumstances will we or any of Our Representatives be liable to you in any way with respect to your use of Beta Services or Free Services.

(e) Except for the matters set out in paragraph 20(a), our liability to you for any loss or damage suffered by you in connection with the Agreement or Services will be limited to the total Fees or Monthly Budget that you have paid to us for the affected Service in the six months prior to the event giving rise to our liability. You also agree that, except for the matters referred to in paragraph 20(a), Our Representatives will not be liable to you for any loss or damage you may suffer due to the provision of, or failure to provide, the Services.

(f) Except as set out in the Agreement, we do not make any promises in relation to the Services. Where any promises would be implied into the Agreement by law, we exclude these as far as it is within our rights to do so. It is up to you to decide whether the Services are suitable for your needs. We won’t be responsible for this. We do not make any promises concerning the performance, results or success rates that may be achieved by any Service

(g) We do not control the User Content posted, emailed, transmitted or otherwise generated by the Services and we do not guarantee the accuracy, truth, quality or appropriateness of such User Content. By using the Services, you may be exposed to User Content that is malicious, offensive or otherwise inappropriate, or which may contain viruses or other computer programming malware. Under no circumstances will we or Our Representatives be liable in any way for any User Content posted, emailed, transmitted or otherwise generated by the Services.

21. Your Cancellation and Refund/Credit Rights
Cancellation by You

(a) You may cancel any or all of the Services by emailing us at [email protected]. Unless you are still within your Minimum Term, cancellation will take effect as soon as possible after we receive your request to cancel. For some Services (but not all) we may offer you a pro-rated refund or credit where cancellation takes effect part way through a Service Month. The Service Terms include details of the refunds and credits that we offer. You agree that we have the right to decide: (i) the amount of any pro-rated refund or credit; and (ii) whether this amount is given as a refund or credit against your account. If you are within your Minimum Term, you may not cancel the Services until the end of your Minimum Term.

(b) If you place an order for Services with the help of our telephone sales team then you will have a period of seven (7) days from the date of the Confirmation of Order (the “Review Period”) to review the full terms and conditions and details of this Agreement. If you decide that you no longer want to receive the Services, you must notify us during the Review Period either by telephoning us, emailing us or writing to tell us. If you have paid any monies, you will be entitled to receive a full refund. After expiration of the seven (7) day Review Period, you may cancel the Services only in accordance with paragraph 21(a).

Cancellation or Suspension by Us

(c) We may cancel any or all of the Services at any time either by telephoning you, emailing you or by writing to you. When we contact you we will tell you when cancellation will take effect and we will try to give you as much notice of this as possible. Where cancellation takes effect part way through a Service Month we will, unless paragraph 21(d) applies, offer you a pro-rated refund or credit. You agree that we have the right to decide: (i) the amount of any pro-rated refund or credit; and (ii) whether this amount is given as a refund or credit against your account.

(d) We may cancel or suspend any or all of the Services immediately and without telling you beforehand, if:

(i) you do not pay us when you are supposed to as set out in paragraph 9. This does not affect our right to charge you interest under paragraph 9(d)(i);

(ii) you use the Services in any way that breaks or may break any applicable Law, is fraudulent or that may adversely impact the Services, Us or Our Representatives;

(iii) you use the Services in any way that infringes or may infringe any rights belonging to a third party, or in any way which breaks or may break any relevant third-party rules, for example the rules of a Registry;

(iv) we receive a complaint or are notified of a legal claim which relates to your use of the Services;

(v) you commit click-fraud;

(vi) you do not comply with your commitments in paragraphs 11 or 23;

(vii) you break the Agreement in any other significant way and you do not correct or fix the situation within 30 days of us asking you to; or

(viii) you enter into administration, insolvency, bankruptcy or any similar procedure anywhere in the world or you are otherwise unable to pay your debts as they fall due.

(f) If we suspend the Services under paragraph 21(d), the Services will remain suspended unless and until you have fixed the cause of the suspension to our satisfaction; or either we or you cancel the Services.

(f) If we suspend the Services under paragraph 21(d), the Services will remain suspended unless and until you have fixed the cause of the suspension to our satisfaction; or either we or you cancel the Services.

(g) If we suspend or cancel the Services under paragraph 21(d), we will be entitled to refuse any or all future use by you of any or all of the Services, or any part of them.

22. Consequences of Cancellation
(a) Following the cancellation of any Services, you will no longer be able to access or use those Services and any account that you hold with us may be deactivated or deleted.

(b) We are not responsible for storing Your Data or Your Content following cancellation of the Services for any reason. You acknowledge that it is your responsibility to back up Your Data and Your Content if you want access to it following cancellation.

(c) We will not be liable to you for any loss you may suffer as a result of the termination of any Service.

23. Ethical Standards
(a) You must, and must make sure that your officers, employees, agents and service providers: (i) at all times comply with all anti-corruption Laws applicable to you; and (ii) not, directly or indirectly offer, promise or give (or agree to offer, promise or give) any financial or other advantage with respect to any matters which are the subject of the Agreement or obtain any benefit for us which would violate any anti-corruption laws applicable to you or us.

(b) If you become aware or suspect a breach of this paragraph 23, you must tell us right away. We may immediately suspend operation of the Agreement on written notice to you, pending investigation. You must assist us in any such investigation.

(c) If, in our reasonable opinion, you have breached this paragraph 23: (i) we may immediately cancel the Agreement by giving you written notice; and (ii) you will reimburse us and Our Representatives in full for any damage, loss, liabilities, fees and expenses that we or they suffer (including any claims brought against us or them by third parties) as a result.

24. Contractual Authority
(a) You confirm that:

(i) you have the authority and are signing the Agreement (1) in your individual capacity, (2) as a representative of the business on whose behalf you are signing the Agreement, and (3) as a representative of the business for whose benefit the Services are being purchased (if such business is not the same as the business on whose behalf you are signing the Agreement); and

(ii) you are over eighteen (18) years of age.

25. Other Important Terms
(a) Each of the paragraphs of the Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.

(b) We may transfer our rights and promises under the Agreement to another organization. We will tell you if this happens.

(c) No person, other than you and us, will have any rights to enforce any of the terms of the Agreement.

(d) By execution of the Agreement, the signer of the Agreement personally and individually undertakes and assumes, jointly and severally with the business on whose behalf the individual is signing, the full performance of the Agreement including payment of amounts due under the Agreement.

(e) If we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you.

(f) All references in the Agreement to “written” or “writing” will include email unless stated otherwise.

(g) The Agreement contains the whole agreement between you and us relating to the Services and supersedes all other oral or written communications, undertakings and agreements, if any, between us relating to the Services. You acknowledge that you have entered into the Agreement without relying on any previous statement or promises made by us, unless those statements or promises are expressly included in the Agreement.

(h) Our sales representatives have no authority to make any changes to the Agreement or to commit us in any manner whatsoever in contradiction to the provisions expressly set forth in the Agreement.

(i) We are not in any kind of partnership, contract of employment or joint venture with you. Nothing in the Agreement will be taken as authorizing you to act as our agent.

(j) The Agreement will be governed by, and interpreted in accordance with, the laws of the state in which the business on whose behalf you are signing the Agreement maintains its principal place of business (without reference to its conflicts of laws principles).

(k) IN ANY LEGAL PROCEEDINGS RELATED TO THE AGREEMENT, YOU AND WE AGREE TO WAIVE ANY RIGHTS WE MAY HAVE TO PARTICIPATE IN ANY CLASS, GROUP OR REPRESENTATIVE PROCEEDING, AND FURTHER AGREE TO WAIVE ANY RIGHT WE MAY HAVE TO A TRIAL BY JURY.

1. Contract Type: Minimum Term (See Term, below).

2. Payment Method: Monthly recurring basis, unless a different Payment Method is specified in your Order. 

We may, if you purchase this Service, require you to pay a deposit when you submit your Order. This deposit will be applied on the first statement we issue you for the monthly recurring fee amount in respect of this Service. If you wish to cancel this Service before the Service goes live, then we will refund the deposit amount to you.

3. Upgrades/Downgrades: You may upgrade this Service at any time, or downgrade this Service at any time after the end of the Minimum Term, by contacting Customer Service. If you wish to upgrade or downgrade this Service, you will need to cancel this Service and place a new Order for the Service you want. We will then issue a new Confirmation of Order to you.

4. Refunds/Credit: You are not entitled to any refund or credit on cancellation of this Service unless: (i) paragraph 21(b) or (c) of the General Terms applies; or (ii) the Satisfaction Guarantee Refund set forth in paragraph 6(a) applies.

5. Term: The Minimum Term of this Service is 12 months, starting on the date that is 30 days following the date your consultation with a SmallRank Digital Services Consultant is completed (the “First Billing Date”). After the Minimum Term, the term will automatically renew on a month-to-month basis.

6. Cancellation:

(a) Satisfaction Guarantee Refund: We will offer you a full refund on the Fees that you have paid for this Service if you are not 100% satisfied with the design of your SmallRank Smart Website and request the refund within 7 days after the First Billing Date (“Satisfaction Guarantee Refund”).  Any request for a Satisfaction Guarantee Refund, if applicable, will be treated as a cancellation of your SmallRank Smart Website and will result in a full refund of all fees paid for the design and/or hosting of your SmallRank Smart Website and for any add-on services included with your SmallRank Smart Website purchase. 

(b) You may cancel your SmallRank Smart Website effective on or after the end of the Minimum Term by emailing [email protected].  We must receive your request to cancel your SmallRank Smart Website: (i) at least 15 days before the end of the Minimum Term; or (ii) at least 15 days before the end of the current Service Month (if the Minimum Term has ended). If we do not receive your request to cancel within the timeframes above, your SmallRank Smart Website Service will continue for an additional Service Month and will not be cancelled until the end of that Service Month.

7. SmallRank Smart Website Design Features and Restrictions:        

(a) The Design fee for your SmallRank Smart Website may be paid, at your election, as set forth in your Order, as a one-time payment or on a monthly recurring basis.  If you elect to pay the Design Fee on a monthly recurring basis: (i) the Design fee will be spread over the 12 months of the Minimum Term; (ii) we may require you to pay a portion of the Design fee when you submit your Order (this payment will be reflected on the first statement we issue you for this Service); and (iii) if you cancel your SmallRank Smart Website Service prior to the end of the Minimum Term, we will bill you for the balance of the Design fee. 

(b) As used in this paragraph 7, “Amendment” means a request for small changes to your website, which may include but are not limited to content changes (i.e., word changes, changing font and font color), simple menu change and changing colors.

(c) We agree to build a website for your approval. If you purchased a SmallRank Smart Website -Standard, we will design up to ten (10) pages. If you purchased a SmallRank Smart Website – Premium, we will design up to fifteen (15) pages. You may purchase an additional five (5) pages as an add-on to the SmallRank Smart Website – Pro. 

(d) We will only start building your website once you have provided us with Your Content, Your Data and any other materials and information that we request from you in order for us to provide this Service.  Any Amendments that you have requested to your website will be available for you to review once we have sent you an amends confirmation email.

(e) You agree that we may modify how your chosen website template “looks and feels” or is formatted if we think this is necessary or appropriate for us to provide this Service.

(f) This Service includes a consultation call with a SmallRank Digital Services Consultant. If we are unable to complete the consultation and do not receive Your Content necessary to design your website, we may cancel your Order.  Once the website is completed, we will send you a link to your website so that you can review it.  At this stage your website will be held under a preview web address. You will then have five (5) working days to respond via telephone or email with your feedback and any Amendments required. Your website will be set live on the earliest of the following to occur: (1) we incorporate your requested Amendments; (2) we receive your confirmation that the website is acceptable; or (3) if we receive no response from you prior to the end of the five (5) working day response period referred to above, the expiration of such period. If you are providing your own Domain Name and have not repointed your domain as required prior to the end of the five (5) working day response period, your site will remain on the preview web address.  In all cases, the Start Date will occur and we will begin charging Fees on the date that is 30 days after the completion of your consultation call.

(g) We may not be able to perform this Services if Your Content, Your Data or any other materials and information you provide to us do not meet the requirements of paragraph 11(q) of the General Terms and you will not be entitled to any refund or credit detailed in the Refund/Credit section above in these circumstances.

8. Domains:

(a) The terms of this paragraph 8 apply only if we provide you with a Domain Name.  If you provide your own Domain Name or you obtain a Domain Name other than from us or Our Representatives, you are responsible for procuring, maintaining and paying all fees for your Domain Name and you will not have access to the email account/mailbox features of this Service.

(b)  The Domain Name we provide for your website will be registered to us.  Please notify us if you wish to transfer the Domain Name to your name, and we will assist you with that process.  You will need to provide any information required by us, the applicable Registry and/or ICANN in order to complete such transfer.

9. Videos:

(a) If you choose to include a video as part of an Order for a SmallRank Smart Website, we will build you a 30-second Photomotion Video (“Video”).  We will only start building your Video once you have provided us with Your Content, Your Data and any other materials and information that we request from you in order to do so.

(b) Once we have built your Video, your Video will be made available for you to review. Please note that we may set your Video live if, after a reasonable time period, we do not receive approval from you to set the video live.

(c) You may make amendments to your Video from time to time which are reasonable in scope and number. Any amendments to your Video that you have requested will be available for you to review as provided in an amendment confirmation email we will send to you.

(d) On cancellation of this Service, the finished Video will continue to be owned by us, and we may use all or any portion of your Video in our business and marketing materials.

10. Appointments:

(a) If you choose to include our Appointments feature as part of an Order for a SmallRank Smart Website, we will include functionality that enables users to request appointments on your site.

(b) Once this Service is live, we will send you login details for you to manage your Appointments feature. You are responsible for the management and security of the Appointments feature on your SmallRank Smart Website, including limiting the number of authorized users and maintaining the security of login and password information of such users.

11. Link to PayPal:

(a) If you choose to do so, SmallRank will provide a link from your SmallRank Smart Website to PayPal to enable you to accept payments from customers online, including via desktop or mobile device.  We cannot enable such capability unless you have an account set up with PayPal and provide us with the email address associated with such PayPal account.

(b) You acknowledge that your access to and use of PayPal to accept payments will require the services of PayPal and/or other third-party providers and may require you to agree to separate terms and conditions with PayPay and/or such other third-party providers.  You agree to comply with any such PayPal and/or third-party terms and conditions.  You acknowledge and agree that (i) we have no control over any restrictions or limitations on access or use of PayPal that may be imposed by PayPal or such other third-party providers, (ii) we have no control over any processing or service charges you may incur to PayPal or such third-party providers, and (iii) we provide no guarantees regarding the performance or functionality of the PayPal payments platform. 

(c) You acknowledge and agree that any payment information and other data exchanged by you or your customers with PayPal is subject to PayPal’s data privacy and security policies.  SmallRank does not require, nor does it intend to obtain, access to any such data in order to enable you to collect payments via PayPal on your SmallRank Smart Website and SmallRank shall be have no liability with respect to the privacy and security of any such data exchanged between or among you, your customers and PayPal.

1. Contract Type: Minimum Term (see Term, below).

2.  Payment Method: Monthly recurring basis, unless a different payment method is specified in your Order.

(a) We may, if you purchase this Service, require you to pay a deposit when you submit your Order. This deposit will be applied on the first statement we issue you for the monthly recurring fee amount in respect of this Service. If you wish to cancel this Service before the Service goes live, then we will refund the deposit amount to you.

(b) You will be charged a monthly budget amount for each Service Month of your SmallRank Display Campaign (“Monthly Budget”) as set forth in the Confirmation of Order. If we do not fully spend your Monthly Budget in a Service Month, the remainder will be credited to your account to be spent in the following Service Month.

(c) You will be charged a non-refundable setup fee of $199 for your SmallRank Display Campaign as set forth in your Confirmation of Order. The setup fee for your SmallRank Display Campaign will be waived if (i) you purchase SmallRank Display as part of a Solution and (ii) you pay the Monthly Budget for that Solution for each month during the Minimum Term of that Solution.

3. Upgrades/Downgrades: You may upgrade this Service to a higher Monthly Budget at any time, or downgrade this Service to a lower Monthly Budget at any time after the end of the Minimum Term, by contacting Customer Service. We will try to fulfill any upgrades as soon as possible but any downgrades will take effect starting with the next Service Month, provided that we received your request for a downgrade at least 15 days before the end of the current Service Month. If we do not receive your request for a downgrade at least 15 days before the end of the current Service Month, your existing Service will continue for an additional Service Month and the downgrade will take effect after the end of that Service Month.

4. Refunds/Credit: Unless paragraph 21(b) or 21(c) of the General Terms applies, you are not entitled to any refund or credit on cancellation of this Service. 

5. Term:

(a) The Minimum Term for SmallRank Display is (i) 12 months if your Monthly Budget is between $149 and $248 per month; (ii) 6 months if your Monthly Budget is between $249 and $1,498 per month; and (iii) 3 months if your Monthly Budget is $1499 per month or higher.

(b) After the Minimum Term, the term will automatically renew on a month-to-month basis.

(c) The Minimum Term for each SmallRank Display Service that you purchase starts on the date that the Campaign for such SmallRank Display Service goes live.

6. Cancellation:

You may cancel this Service effective on or after the end of the Minimum Term by emailing us at [email protected].  We must receive your request to cancel this Service: (i) at least 15 days before the end of the Minimum Term; or (ii) at least 15 days before the end of the current Service Month (if the Minimum Term has ended). If we do not receive your request to cancel within the timeframes above, this Service will carry on for an additional Service Month and will not be cancelled until the end of that Service Month.  

7. Display Features and Restrictions:

(a) We will provide the following Display Services to you: creating your online display advertisement campaign (“Campaign”), designing and building banners, sourcing banner space from websites and managing the performance of the Campaign (the “SmallRank Display Service”). For purposes of these terms and conditions, each SmallRank Display Service purchased by you is a separate SmallRank Display Service and Campaign.

(b) You will be notified as soon as your Campaign is ready to be fulfilled. Please note that if you have bought a SmallRank Smart Website and you would like your Campaign to point to your SmallRank Smart Website then your Campaign cannot be fulfilled until after your SmallRank Smart Website is live on the internet. If you selected a deferred start date at point of sale, then we will use reasonable efforts to only start your Campaign from this date.

(c) How you may not use the SmallRank Display:

(i) In addition to the commitments listed in paragraph 11(r) of the General Terms, you will not include adult or suggestive material in your SmallRank Display Campaigns or use the SmallRank Display Service to advertise and promote: (i) gambling or gambling-related products and services;(ii) prescription, non-prescription drugs or uncertified pharmacies; (iii) multi-level marketing or pyramid schemes; (iv) firearms, weapons (including martial arts weapons) and related accessories; (v) products that infringe the Intellectual Property Rights of third parties; (vi) get-rich schemes or similar money making opportunities; (vii) employment or income opportunities that require payment; and the use of alcohol or tobacco including eCigarettes.

(ii) We may cancel or suspend any or all of this Service immediately and without telling you beforehand, if you do not comply with your commitment in the preceding paragraph or your commitments in paragraph 11(r) of the General Terms.

(d) Intellectual Property Rights:

(i) We may use content from a third-party provider in connection with a Campaign or the SmallRank Display Service. The use of such content will be subject to all restrictions and obligations imposed by the third-party provider of such content.

(ii) You are responsible for: (i) ensuring that the banners contained in a Campaign comply with all Laws applicable to you and your business; (ii) ensuring that the banners contained in a Campaign comply with all specifications, guidelines, procedures, deadlines, format and technical requirements that we may establish from time to time. You acknowledge that if you do not comply with this paragraph, the publication of the Campaign or performance of the SmallRank Display Services may be delayed or refused and you agree that we will not be liable for any delay or refusal as a result of this. We may, in our sole discretion, temporarily and/or permanently suspend a Campaign (or parts of a Campaign) without telling you beforehand if we believe that you have not complied with this paragraph; (iii) the protection of all Intellectual Property Rights in any of Your Content that appears in a Campaign; (iv) conducting any copyright and trademark searches and other similar activities which may be necessary in relation to any Domain Name contained in Your Content (including Domain Names that we may register for you or on your behalf); and(v) including appropriate copyright or trademark notices with Your Content.

(iii) You agree that we have the right to review, select from or among, revise or reject any of Your Content for any reason including unsatisfactory technical quality, inconsistency with any of our Hibu Display policies or if you do not comply with the Agreement. 

(e) Our liability to you:

(i) In addition to paragraph 20(f) of the General Terms, we do not promise or guarantee (expressly or impliedly) a) the actual number of impressions, clicks or the number of people that will view an item of a Campaign; b) the particular level of exposure or any particular result from a Campaign; c) the success or results of any Campaign or the SmallRank Display Service; and d) which website within our network of websites your Campaign will run.

(ii) We are not responsible for any promises or guarantees regarding the positioning or the levels or timings of a) costs per click; b) click through rates; c) delivery of any impressions on any network sites; d) clicks; conversions for any ads; or e) costs per call.

(f) Rights granted by You to us:

(i) In addition to the rights granted in Paragraph 17(a) of the General Terms, you grant to us a worldwide, non-exclusive, and permanent right to license to third parties the right to use, copy, record, modify, display, publish, perform and distribute the Campaign.

(ii) You grant us permission to mirror any websites that are owned or operated by you (“Websites”) and/or create websites on your behalf. You acknowledge that changes to any Websites can cause problems to our tracking technologies and you agree to contact us in advance of any changes to your Website(s), Website content or Website URL.

(iii) By purchasing the SmallRank Display Service you grant us permission to scrape and use any of Your Content displayed on any website or web-based social media page you own, operate or manage in the provision of the SmallRank Display Service to you. Paragraph 17(b) of the General Terms applies in respect of our use of Your Content.

1. Contract Type: Minimum Term (see Term, below).

2. Payment Method: Monthly recurring basis, unless a different Payment Method is set forth in your Order. 

(a) We may, if you purchase this Service, require you to pay a deposit when you submit your Order. This deposit will be applied on the first statement we issue you for the monthly recurring fee amount in respect of this Service. If you wish to cancel this Service before this Service goes live, then we will refund the deposit amount to you.

(b) You will be charged a monthly budget amount for each Service Month of your SmallRank Search Campaign (“Monthly Budget”), as set forth in the Confirmation of Order.  If we do not fully spend your Monthly Budget in a Service Month, the remainder will be credited to your account to be spent in the following Service Month.

(c) You will be charged a non-refundable setup fee of $199 for your SmallRank Search Campaign as set forth in your Confirmation of Order. The setup fee for your SmallRank Search Campaign will be waived if (i) you purchase Hibu Search as part of a Solution and (ii) you pay the Monthly Budget for that Solution for each month during the Minimum Term of that Solution. 

3. Upgrades/Downgrades: 

(a) If you have purchased SmallRank Search – Managed Search, you cannot downgrade to SmallRank Search – Guaranteed Clicks. You can, however, upgrade to a higher Monthly Budget for Managed Search at any time, or you may downgrade to a lower Monthly Budget for Managed search at any time after the end of the Minimum Term.


(b) If you have purchased SmallRank Search – Guaranteed Clicks, you cannot upgrade to SmallRank Search – Managed Search.  You can, however, upgrade to a higher Monthly Budget level for Guaranteed Clicks at any time, or you may downgrade to a lower Monthly Budget level for Guaranteed Clicks at any time after the end of the Minimum Term.


(c) We will try to fulfill any upgrades as soon as possible but any downgrades will take effect starting with the next Service Month, provided that we received your request for a downgrade at least 15 days before the end of the current Service Month. If we do not receive your request for a downgrade at least 15 days before the end of the current Service Month, your existing Service will continue for an additional Service Month and the downgrade will take effect after the end of that Service Month.

4. Refunds/Credit: Unless paragraph 21(b) or (c) of the General Terms applies, you are not entitled to any refund or credit on cancellation of this Service.

5. Term:

(a) The Minimum Term for SmallRank Search – Guaranteed Clicks is 12 months.

(b) The Minimum Term for SmallRank Search – Managed Search is (i) 6 months if your Monthly Budget is between $399 and $2,998 per month; and (ii) 3 months if your Monthly Budget is $2,999 or higher.


(c) After the Minimum Term, the term will automatically renew on a month-to-month basis.

(d) The Minimum Term for each SmallRank Search Service that you purchase starts on the date that the Campaign for such SmallRank Search Service goes live.

6. Cancellation:

You may cancel this Service effective on or after the end of the Minimum Term by emailing us at [email protected].  We must receive your request to cancel this Service: (i) at least 15 days before the end of the Minimum Term; or (ii) at least 15 days before the end of the current Service Month (if the Minimum Term has ended). If we do not receive your request to cancel within the timeframes above, this Service will carry on for an additional Service Month and will not be cancelled until the end of that Service Month.

7. Search Features and Restrictions:

(a) If your SmallRank Search – Managed Service includes Customized Metric Reports and/or 3rd Party Analytics, you acknowledge that (i) parts of these service features may rely on third parties; (ii) we do not have any control or exercise influence over the third party’s own services; and (iii) a third party’s service may stop or change from time to time.
(b) Unless you elect otherwise, your SmallRank Search Service will include Remote Call Forwarding/Call Tracking and the Service Terms for Remote Call Forwarding/Call Tracking shall apply.

1. Contract Type: Minimum Term (See Term, below).

2. Payment Method: Monthly recurring basis unless a different payment method is set forth in your Order. 

(a)    We may, if you purchase this Service, require you to pay a deposit when you submit your Order. This deposit will be applied on the first statement we issue you to the monthly recurring fee amount for this Service. If you wish to cancel this Service before the Service goes live then we will refund the deposit amount to you.

(b)    You will be charged a monthly budget amount for each Service Month of your SmallRank Social Campaign (“Monthly Budget”) as set forth on the Confirmation of Order.  If we do not fully spend your Monthly Budget in a Service Month, the remainder will be credited to your account to be spent in the following Service Month.

(c) You will be charged a non-refundable setup fee of $199 for your SmallRank Social Campaign as set forth in your Confirmation of Order. The setup fee for your SmallRank Social Campaign will be waived if (i) you purchase Hibu Social as part of a Solution and (ii) you pay the Monthly Budget for that Solution for each month during the Minimum Term of that Solution. 

3. Upgrades/Downgrades:  You may upgrade this Service to a higher Monthly Budget at any time, or downgrade this Service to a lower Monthly Budget at any time after the end of the Minimum Term, by contacting Customer Service.  We will try to fulfill any upgrades as soon as possible but any downgrades will take effect starting with the next Service Month, provided that we received your request for a downgrade at least 15 days before the end of the current Service Month. If we do not receive your request for a downgrade at least 15 days before the end of the current Service Month, your existing Service will continue for an additional Service Month and the downgrade will take effect after the end of that Service Month. 

4. Refunds/Credit: Unless paragraph 21(c) of the General Terms applies, you are not entitled to any refund or credit on cancellation of this Service.

5. Term:

(a) The Minimum Term for SmallRank Social is 6 months.

(b) After the Minimum Term, the term will automatically renew on a month-to-month basis.

(c) The Minimum Term for each SmallRank Social Service that you purchase starts on the date that the Ad Campaign for such Service goes live.

6. Cancellation:

You may cancel this Service effective on or after the end of the Minimum Term by emailing us at [email protected]. We must receive your request to cancel this Service: (i) at least 15 days before the end of the Minimum Term; or (ii) at least 15 days before the end of the current Service Month (if the Minimum Term has ended). If we do not receive your request to cancel within the timeframes above, this Service will carry on for an additional Service Month and will not be cancelled until the end of that Service Month.

7. Social Features and Restrictions:

(a) We will provide the following Services to you: (i) creating and managing social pages (the “Social Service”) on social media; and (ii) creating and managing an ad campaign (“Ad Campaign”) on social media. For purposes of these terms and conditions, each SmallRank Social Service purchased by you is a separate SmallRank Social Campaign.

(b) You will be required to provide permissions to us to run Facebook advertising as part of the Ad Campaign portion of this Service. If you purchase SmallRank Listings Management with SmallRank Social or we otherwise set up the account for you, the permissions will be set up on your Facebook account as part of the account creation process.

(c) If you do not attend the initial planning call and/or you do not provide permissions to us to run Facebook advertising, we will be unable to customize your Ad Campaign to run Facebook Newsfeed ads. In such event, your Service may be cancelled.

(d) If you select Lead Generation as your ad objective you will be required to accept Facebook’s Terms of Service for this ad objective. If you do not accept these Terms of Service by the time your Ad Campaign is ready to be published, your Ad Campaign will run with Reach as your ad objective and ad impressions will be delivered for your business. You will also be required to host a privacy policy on your website and provide a URL for such privacy policy to be placed in your Ad Campaign. If you do not have a privacy policy on your website, you agree to use the URL for our general privacy policy, which can be found here https://business.smallrank.com/privacy.

(e) You acknowledge that parts of this Service features may rely on third parties and that (i) we do not have any control or exercise any influence over such third party’s services; and (ii) a third party’s service may stop or change from time to time. 

(f) How you may not use SmallRank Social:

(i)  In addition to the commitments listed in paragraph 11(r) of the General Terms, you will not include adult or suggestive material in your SmallRank Social Campaigns or use the SmallRank Social Service to advertise and promote: (i) gambling or gambling-related products and services;(ii) prescription, non-prescription drugs or uncertified pharmacies; (iii) multi-level marketing or pyramid schemes; (iv) firearms, weapons (including martial arts weapons) and related accessories; (v) products that infringe the Intellectual Property Rights of third parties; (vi) get-rich schemes or similar money making opportunities; (vii) employment or income opportunities that require payment; and the use of alcohol or tobacco including eCigarettes.
(ii) We may cancel or suspend any or all of this Service immediately and without telling you beforehand, if you do not comply with your commitment in the preceding paragraph or your commitments in paragraph 11(r) of the General Terms.

(g) Intellectual Property Rights:

(i)  We may use content from a third-party provider in connection with this Service. The use of such content will be subject to all restrictions and obligations imposed by the third-party provider of such content.
(ii)  You are responsible for: (i) ensuring that the banners contained in an Ad Campaign comply with all Laws applicable to you and your business; (ii) ensuring that the banners contained in an Ad Campaign comply with all specifications, guidelines, procedures, deadlines, format and technical requirements that we may establish from time to time. You acknowledge that if you do not comply with this paragraph, the publication of the Ad Campaign or performance of the Social Service may be delayed or refused and you agree that we will not be liable for any delay or refusal as a result of this. We may, in our sole discretion, temporarily and/or permanently suspend an Ad Campaign (or parts of an Ad Campaign) without telling you beforehand if we believe that you have not complied with this paragraph; (iii) the protection of all Intellectual Property Rights in any of Your Content that appears in an Ad Campaign; (iv) conducting any copyright and trademark searches and other similar activities which may be necessary in relation to any Domain Name contained in Your Content (including Domain Names that we may register for you or on your behalf); and (v) including appropriate copyright or trademark notices with Your Content.
(iii) You agree that we have the right to review, select from or among, revise or reject any of Your Content for any reason including unsatisfactory technical quality, inconsistency with any of our Hibu Social policies or if you do not comply with the Agreement. 

(h) Our liability to you:

(i) In addition to paragraph 20(f) of the General Terms, we do not promise or guarantee (expressly or impliedly) a) the actual number of impressions, clicks or the number of people that will view an item of an Ad Campaign or your social page(s); b) the particular level of exposure or any particular result from an Ad Campaign or the Social Service; c) the success or results of any Ad Campaign or the Social Service; or d) which website within our network of websites your Ad Campaign will run.
(ii) We are not responsible for any promises or guarantees regarding the positioning or the levels or timings of a) costs per click; b) click through rates; c) delivery of any impressions on any network sites; d) clicks; conversions for any ads; or e) costs per call. 

(i) Rights granted by you to us:

(i) In addition to the rights granted in Paragraph 17 (a) of the General Terms, you grant to us a worldwide, non-exclusive, and permanent right to license to third parties the right to use, copy, record, modify, display, publish, perform and distribute the Ad Campaign.
(ii) You grant us permission to mirror any websites that are owned or operated by you (“Websites”) and/or create websites on your behalf. You acknowledge that changes to any Websites can cause problems to our tracking technologies and you agree to contact us in advance of any changes to your Website(s), Website content or Website URL.
(iii) By purchasing this Service you grant us permission to scrape and use any of Your Content displayed on any website or web-based social media page you own, operate or manage in the provision of the this Service to you. Paragraph 17(b) of the General Terms applies in respect of our use of Your Content. 

1. Contract Type: Minimum Term (See Term, below).

SmallRank Solutions are integrated marketing programs that combine our products and services to reach consumers via multiple channels at all stages of the consumer buying journey. 

2. Payment Method:  Monthly recurring basis, unless a different Payment Method is set forth in your Order.

We may, if you purchase Solution, require you to pay a deposit when you submit your Order. This deposit will be applied on the first statement we issue you to the monthly recurring fee amount in respect of the Solution. If you wish to cancel the Solution before any of the component services go live, we will refund the deposit amount to you. 

3. Our SmallRank Solutions are as follows: 

(a) Foundation Solutions:

(i) Our Online Foundation Solution includes SmallRank Listings Management, SmallRank Reviews and SmallRank Reputation all purchased together in combination and, at your option, Local Ranking. 

(ii) Our Foundation + Ads Solutions include all components of the Online Foundation Solution plus SmallRank Display, SmallRank Social and/or SmallRank Search. The setup fees for SmallRank Display and SmallRank Social will be waived if (x) you purchase such Services as part of your Foundation + Ads Solution and (y) you pay the Monthly Budget for the Foundation + Ads Solution for each month during the Minimum Term of the Solution.  If you purchase SmallRank Search as part of your Foundation + Ads Solution and you pay the Monthly Budget for the Solution for each month during the Minimum Term of the Solution, the setup fee for Search will be waived if (a) you purchase SmallRank Display and/or SmallRank Social as part of your Solution; or (b) you purchase Local Ranking as part of your Solution and your Monthly Budget for Search is less than $1,000.

(iii) The minimum Monthly Budget for SmallRank Display purchased as part of a Foundation + Ads Solution is $150 per month; the minimum Monthly Budget for SmallRank Social purchased as part of a Foundation + Ads Solution is $250 per month; and the minimum Monthly Budget for SmallRank Search purchased as part of a Foundation + Ads Solution is $400. When you purchase SmallRank Search as part of your Solution, the minimum Monthly Budgets for Display and Social will be increased, depending on the amount of your Monthly Budget for Search. 

(iv) If we are unable to complete all or parts of the SmallRank Listings Management, SmallRank Reputation or Local Ranking Services because you have an existing listings management service with any third parties that we rely on to provide those Services, you may purchase a Foundation + Ads Solution at a reduced price consisting of SmallRank Reviews plus SmallRank Display or SmallRank Social or both, or a combination of SmallRank Display or SmallRank Social with SmallRank Search. All other terms set forth in Paragraphs a(ii) and (iii), above, will apply to such Solution. 

(b) Smart Presence Solutions:

(i) Our Smart Online Presence Solution includes a SmallRank Smart Website, a SmallRank Listings Management, SmallRank Reviews and SmallRank Reputation all purchased together in combination and, at your option, Local Ranking. 

(ii) Our Smart Presence + Ads Solutions include all components of the Smart Online Presence Solution plus SmallRank Display, SmallRank Social and/or SmallRank Search. The setup fees for SmallRank Display and SmallRank Social will be waived if (x) you purchase such Services as part of your Smart Presence + Ads Solution and (y) you pay the Monthly Budget for the Smart Presence + Ads Solution for each month during the Minimum Term of the Solution. If you purchase SmallRank Search as part of your Smart Presence + Ads Solution and you pay the Monthly Budget for the Solution for each month during the Minimum Term of the Solution, the setup fee for Search will be waived if (a) you purchase SmallRank Display and/or SmallRank Social as part of your Solution; or (b) you purchase Local Ranking as part of your Solution and your Monthly Budget for Search is less than $1,000.

(iii) The minimum Monthly Budget for SmallRank Display purchased as part of a Smart Presence + Ads Solution is $150 per month; the minimum Monthly Budget for SmallRank Social purchased as part of a Smart Presence + Ads Solution is $250 per month; and the minimum Monthly Budget for SmallRank Search purchased as part of a Smart Presence + Ads Solution is $400. When you purchase SmallRank Search as part of your Solution, the minimum Monthly Budgets for Display and Social will be increased based on your Monthly Budget level for Search. 

(iv) You will be charged a setup fee of $299 for the SmallRank Smart Website included in your Smart Online Presence Solution. If you purchase SmallRank Display, SmallRank Social and/or SmallRank Search as part of your Smart Presence + Ads Solution in accordance with terms of Paragraph b(ii) and (iii) above, the setup fee of $299 for the SmallRank Smart Site will be reduced to $199 if you purchase one such Service and will be reduced to $99 if you purchase two such Services, and provided that you pay the Monthly Budget for the Smart Presence + Ads Solution for each month during the Minimum Term of the Solution. 

(v) If we are unable to complete all or parts of the SmallRank Listings Management, SmallRank Reputation or Local Ranking Services because you have an existing listings management service with any third parties that we rely on to provide those Services, you may purchase a Smart Presence + Ads Solution at a reduced price consisting of a SmallRank Smart Site and SmallRank Reviews plus SmallRank Display or SmallRank Social or both, or a combination of SmallRank Display or SmallRank Social with SmallRank Search. All other terms set forth in Paragraphs b(ii) and (iii), above, will apply to such Solution. 

(c) Synchronized Marketing Solution: 

(i) Our Synchronized Marketing Solution includes all components of the Online Foundation Solution (SmallRank Listings Management, SmallRank Reviews and SmallRank Reputation) plus SmallRank Display, SmallRank Social and SmallRank Search all purchased together in combination and, at your option, Local Ranking. 

(ii) The setup fees for your SmallRank Display, SmallRank Social and SmallRank Search will be waived if (x) you purchase such Services as part of your Synchronized Marketing Solution and (y) you pay the Monthly Budget for the Synchronized Marketing Solution for each month during the Minimum Term of the Solution. 

(iii) The minimum Monthly Budget for SmallRank Display purchased as part of a Synchronized Marketing Solution is $150 per month; the minimum Monthly Budget for SmallRank Social purchased as part of a Synchronized Marketing Solution is $250 per month; and the minimum Monthly Budget for SmallRank Search purchased as part of a Synchronized Marketing Solution is $500. The minimum Monthly Budgets for Display and Social will be increased if your Monthly Budget for Search exceeds certain thresholds. 

(iv) If we are unable to complete all or parts of the SmallRank Listings Management, SmallRank Reputation or Local Ranking Services because you have an existing listings management service with any third parties that we rely on to provide those Services, you may purchase a Synchronized Marketing Solution at a reduced price consisting of SmallRank Reviews, SmallRank Display, SmallRank Social and SmallRank Search. All other terms set forth in Paragraphs c(ii) and (iii), above, will apply to such Solution. 

(d) Smart Synchronized Solution: 

(i) Our Smart Synchronized Solution includes all components of the Smart Online Presence Solution (SmallRank Smart Site, SmallRank Listings Management, SmallRank Reviews and SmallRank Reputation) plus SmallRank Display, SmallRank Social and SmallRank Search all purchased together in combination and, at your option, Local Ranking. 

(ii) The setup fees for your SmallRank Display, SmallRank Social and SmallRank Search will be waived if (x) you purchase such Services as part of your Smart Synchronized Solution and (y) you pay the Monthly Budget for the Smart Synchronized Solution for each month during the Minimum Term of the Solution. 

(iii) When purchasing a Smart Synchronized Solution, the minimum Monthly Budget for SmallRank Display is $150 per month, the minimum Monthly Budget for SmallRank Social is $250 per month and the minimum Monthly Budget for SmallRank Search is $500. The minimum Monthly Budgets for Display and Social will be increased if your Monthly Budget for Search exceeds certain thresholds. 

(v) If we are unable to complete all or parts of the SmallRank Listings Management, SmallRank Reputation or Local Ranking Services because you have an existing listings management service with any third parties that we rely on to provide those Services, you may purchase a Smart Synchronized Solution at a reduced price consisting of a SmallRank Smart Website, SmallRank Reviews, SmallRank Display, SmallRank Social and SmallRank Search. All other terms set forth in Paragraphs d(ii) and (iii), above, will apply to such Solution. 

4. Upgrades/Downgrades: Not applicable.

5. Refunds/Credit: Unless paragraph 21(b) or 21(c) of the General Terms applies, you are not entitled to any refund or credit on cancellation of your Solutions Package. 

6. Term: Notwithstanding any contrary term set forth in the Service Terms for any of the Services included in your Solutions Package, the Minimum Term for all Services within your Solutions will be as follows:

(a) The Minimum Term for the Online Foundation Solution is twelve (12) months.

(b) The Minimum Term for Foundation + Ads Solutions is six (6) months. 

(c) The Minimum Term for the Smart Online Presence Solution is twelve (12) months. 

(d) The Minimum Term for Smart Presence + Ads Solutions is six (6) months.

(e) The Minimum Term for the Synchronized Marketing Solution is six (6) months.

(f)  The Minimum Term for the Smart Synchronized is six (6) months.

(g) The Minimum Term for any other Solution you purchase is as set forth in your Confirmation of Order. 

(h) After the Minimum Term, the term will automatically renew on a month-to-month basis. 

(i) The Minimum Term for each of the SmallRank Smart Site, SmallRank Listings Management, SmallRank Reviews and SmallRank Reputation components of your Solution starts on the date that is 30 days following the date your consultation call with a SmallRank Digital Services Consultant is completed. The Minimum Term for SmallRank Display, SmallRank Social, SmallRank Search and Local Ranking components of your Solution starts on the date each such service goes live. 

7. Cancellation: 

You may cancel your SmallRank Solution effective on or after the end of the Minimum Term by emailing us at [email protected].  We must receive your request to cancel this Service: (i) at least 15 days before the end of the Minimum Term; or (ii) at least 15 days before the end of the current Service Month (if the Minimum Term has ended). If we do not receive your request to cancel within the timeframes above, this Service will carry on for an additional Service Month and will not be cancelled until the end of that Service Month.

8. Solutions Features and Restrictions:  See Service Terms for the Services included in your SmallRank Solutions.

9. Service Terms for each component of your Solution: 

Except as otherwise set forth in these Service Terms, the Service Terms for each Service you purchase as part of your SmallRank Solution shall apply to your purchase.