SEO Agreement

Central Systems & Technologies - Membership Agreement

1. THE SERVICES
Central Systems & Technologies will provide you with the Services for which you register on Central Systems & Technologies website, subject to the terms and conditions of this Agreement. You acknowledge that the Services may be offered in various separately priced service levels or packages ("Service Plans"), and you will only receive the Service Plans that you have registered for, and for which you are paying all associated fees. With respect to free-of-charge Service Plans, the fees referred to in this Agreement will be equal to zero dollars ($0.00). Descriptions of each Service, and the various Service Plans that are available for each Service, are available on Central Systems & Technologies website.

You may upgrade to a higher Service Plan, if available, at any time during the term of this Agreement by completing and submitting Central Systems & Technologies then-current upgrade request form. Upon any such upgrade, you agree to pay the increased fees for that Service Plan in accordance with this Agreement. Upgrade pricing for the subscription period in which the upgrade occurs will be prorated in proportion to the number of days remaining in that subscription period at the time the upgrade becomes effective.

Central Systems & Technologies reserves the right to modify, enhance, or supplement the Services at any time in its sole discretion, provided that those modifications do not materially and adversely affect your rights or obligations under this Agreement.

2. REGISTRATION PROCESS
To sign up for or receive any Service, you must submit or maintain on file with Central Systems & Technologies certain registration data, as requested by Central Systems & Technologies online registration form for the Service. Such registration data shall include, but not be limited to, your name, email address, country. Central Systems & Technologies reserves the right, in its sole discretion, to refuse any registration or Service activation request for any reason or no reason, and shall not be obligated to provide any Service to you unless and until it has received payment for the applicable fee. Central Systems & Technologies use of your registration information is governed by Central Systems & Technologies privacy policy, available in the Agreements & Policies section of Central Systems & Technologies website ("Privacy Policy").

3. YOUR PROMISES AND OBLIGATIONS
AS A CONDITION OF RECEIVING ANY SERVICES, YOU PROMISE, REPRESENT, AND WARRANT THE FOLLOWING.

(a) All of the registration information you supply to Central Systems & Technologies is true, complete, and accurate, and you will notify Central Systems & Technologies of any changes to your registration data during the term of this Agreement and submit updated information within twenty (20) days of any such changes;

(b) none of the sites where you put Central Systems & Technologies code contains any:

1. hate propaganda or material that encourages or promotes illegal activity or violence;
2. content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights;
3. material that promotes or utilizes software or services designed to deliver unsolicited email;
4. material that violates any local, state, or national law or regulation;
5. hacking code or uses automated scripts to generate high traffic;
6. misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful; or
7. other material that Central Systems & Technologies, in its sole discretion, deems inappropriate, including any violations of standards posted on Central Systems & Technologies website or sent to you by email;

(c) You will safeguard your account user name and password by not disclosing your password to any third party, and you will assume responsibility for any and all harm or liability attributable to you or any other person accessing your account or any Services with your user name and password;

(d) You will treat any and all consumer information gathered for you or transmitted to you via the Central Systems & Technologies website or Services in accordance with Central Systems & Technologies Privacy Policy;

(e) You will comply with all local, state, and federal laws and regulations governing your actions under this Agreement; and

(f) You have full power and authority to enter into this Agreement and to perform your obligations hereunder.

Without limiting its other remedies, Central Systems & Technologies may refuse or cancel your account or Services at any time for any violation of the foregoing promises.

4. PAYMENT
You agree to pay Central Systems & Technologies any set-up fees and recurring subscription fees listed on Central Systems & Technologies website for the Service Plans you select. Completion and submission of any Service activation form authorizes Central Systems & Technologies to charge the credit card specified in your registration for all such fees and any related taxes corresponding to the selected Service. Such charges will be made on a periodic basis, coinciding with the subscription period for the selected Service (for example, monthly or annually). In order to avoid the full fee for any new subscription period, you must cancel the Service BEFORE the new period begins. Any failure to pay the amounts due under this Agreement will be a material breach of your obligations under this Agreement. Without limiting any other remedies available to Central Systems & Technologies, YOU AGREE TO FULLY REIMBURSE Central Systems & Technologies FOR ANY COSTS AND EXPENSES THAT Central Systems & Technologies MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT ANY SUCH UNPAID AMOUNTS.

Section 4.1 Price and Payment.
Customer shall pay Central Systems & Technologies membership fees, in U.S. Dollars, as indicated at http://www.centralsystech.com  for the selected Service Plan (s) or, if a Central Systems & Technologies Written Agreement accompanies this document, as indicated by those terms. In addition to any Customer may be charged non-recurring fees (e.g. setup fees) as indicated at this same Web site, or as a Central Systems & Technologies Written Agreement specifies.

Central Systems & Technologies reserves the right to increase prices upon the expiration of the Customer's contracted term. Price increases shall be posted on Central Systems & Technologies web site 30 days prior to taking effect. Central Systems & Technologies agrees to submit written notice to the primary email on record for the Customer at least 30 days prior to taking effect.

Section 4.2. Method of Payment.
Central Systems & Technologies accepts payment by Credit Card (Visa, MasterCard, Amex) and eCheck via third party merchants such as 2Checkout.com and PayPal. All charges and service fees (including returned check fees) will be determined by the third party merchant.

Section 4.3. Credit Card Charge backs.
Anytime a Charge back Request is received from our Merchant, Central Systems & Technologies reserves the right to immediately suspend Customer's Account until the Charge back Request has been formally resolved between Central Systems & Technologies and the Merchant Service Authority. This process may take up to, and possibly more than, a week. If you are disputing a billing error, Central Systems & Technologies encourages Customer to first contact Central Systems & Technologies Customer Service to resolve any discrepancies to avoid having Customer's Account suspended upon notification of a Charge back. Central Systems & Technologies reserves the right to refuse any additional service to Customer while a Charge back Notice is pending investigation by the Merchant Service Authority.

5. PRICING CHANGES AND OTHER MODIFICATIONS
Central Systems & Technologies may change its Service fees, or any other terms of this Agreement, at any time by updating the applicable pricing information or other terms posted on Central Systems & Technologies website. New pricing terms will become effective beginning with the first full billing cycle after Central Systems & Technologies posts such changes to its website. Changes to terms not related to pricing will become effective fifteen (15) days after such notification. If you do not agree to any changes posted by Central Systems & Technologies in accordance with this Section, you must cancel your account or the affected Service as provided herein before the given changes become effective; otherwise you will be deemed to have accepted and agreed to the changes.

6. DURATION AND CANCELLATION OF SERVICES
Unless stated otherwise on Central Systems & Technologies web pages applicable to a given Service, each Service will be provided and billed on a periodic subscription basis, measured from the beginning of the activation of the given Service. Subscriptions will NOT automatically renew. You will be notified of the date when your service contract will expire (for paid services). It is your responsibility to renew the service before the expiration date by making a new payment in advance for the next contract cycle. If payment is not received by the expiration date, your service will be updated to a free service.

At any time after activation of a Service, either you or Central Systems & Technologies may cancel that Service (or Central Systems & Technologies may discontinue the Service completely) by providing written notice to the other party, in which case the Service will terminate on the date specified in the cancellation notice. If no date is specified, the Service will terminate at the end of the then-current billing period (for paid Services) or calendar month (for free Services). Central Systems & Technologies also reserves the right to cancel any individual Service immediately and without notice in the event that you breach any provision of this Agreement or any other terms that apply to that Service. NO REFUNDS WILL BE AVAILABLE ON ACCOUNT OF ANY SERVICE CANCELLATION BY EITHER PARTY, EXCEPT AS EXPRESSLY PROVIDED IN THE SECTION ENTITLED "REFUNDS" BELOW.

7. TERM AND TERMINATION OF AGREEMENT
The term of this Agreement will begin on the date that Central Systems & Technologies accepts your initial registration and will continue in force until terminated according to this section. Upon cancellation of all active Services, or any time thereafter, either party may terminate your account and this Agreement by written notice to the other party. Central Systems & Technologies also reserves the right to terminate your account and this Agreement immediately and without notice in the event that you breach any provision of this Agreement. No refunds will be available on account of any termination of this Agreement, except as expressly provided in the Section entitled "Refunds" below. Sections 10 through 13 of this Agreement shall survive and remain in effect notwithstanding any termination of this Agreement.

8. REFUNDS
If Central Systems & Technologies terminates this Agreement, your account, or any Service prior to the end of any active subscription period, and if you have not breached any provision of this Agreement, then you may request a partial refund of the fees that you have paid for that subscription period, based on the number of days remaining in the subscription period at the time of such termination. If your request is validly submitted in writing within thirty (30) days after such termination, then Central Systems & Technologies will issue the appropriate credit to your credit card.

Exceptions may be made, in the customers' favour, on a case-by-case basis

9. OWNERSHIP RIGHTS
You agree and understand that the Services and all graphic designs, icons, tags, HTML code, computer programming, and other elements incorporated therein are the exclusive property of Central Systems & Technologies. In addition, you acknowledge that Central Systems & Technologies owns all right, title, and interest in and to Central Systems & Technologies trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of the Service. Your rights to the Services are strictly limited to the rights expressly granted in this Agreement.

10. DISCLAIMER OF WARRANTY
Central Systems & Technologies makes no guarantees of any kind regarding the use or the results derived from any Services in terms of dependability, accuracy, security, timeliness, availability, reliability, or usefulness. The Services and all related materials are provided "AS IS" without warranty of any kind. Central Systems & Technologies HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES AND RELATED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Central Systems & Technologies DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL BE SUITABLE FOR YOUR NEEDS OR YOUR INTENDED APPLICATIONS, OR THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE, SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU SELECT.

11. LIMITATION OF LIABILITY
IN NO EVENT WILL Central Systems & Technologies BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT Central Systems & Technologies IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHERMORE, IN NO EVENT WILL Central Systems & Technologies TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY Central Systems & Technologies FROM YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE EVENTS OR CIRCUMSTANCES GIVING RISE TO LIABILITY, OR, IF SUCH LIABILITY ARISES FROM ANY PARTICULAR SERVICE (S), THEN Central Systems & Technologies LIABILITY WILL BE LIMITED TO THE FEES YOU HAVE PAID TO Central Systems & Technologies FOR THE PARTICULAR SERVICE (S) DURING SUCH THREE-MONTH PERIOD. Without limiting the foregoing, Central Systems & Technologies is not responsible for any of your data residing on Central Systems & Technologies hardware. You are responsible for backing-up your data and information that may reside on Central Systems & Technologies hardware or Network, whether or not such information is produced through the use of the Service.

12. INDEMNIFICATION
You agree to indemnify, hold harmless, and (at Central Systems & Technologies request) defend Central Systems & Technologies and its officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorneys' fees and expenses) incurred in connection with any claim related to (a) your breach of any term, condition, representation, warranty, or covenant in this Agreement; or (b) the information you supply to Central Systems & Technologies, including your registration data. This obligation shall survive any termination of your relationship with Central Systems & Technologies.

13. SOLE AND EXCLUSIVE REMEDY
If you are dissatisfied with any portion of any Service, your sole and exclusive remedy is to cancel your account or your subscription to the given Service according to this Agreement. No refunds are available except as expressly provided in the Section entitled "Refunds" above.

This Agreement, along with Central Systems & Technologies other terms, conditions, and policies referenced herein, constitutes the entire agreement between you and Central Systems & Technologies with respect to the Services. To the extent of any conflict between this Agreement and Central Systems & Technologies Website Terms of Use (located in the Agreements & Policies section of Central Systems & Technologies website), the Website Terms of Use will govern your general use of Central Systems & Technologies website, and this Agreement will govern your use of the Services in particular. If any part of this Agreement is held to be unenforceable, that part will be amended to achieve its intended effect as nearly as possible, and the remainder of the Agreement will remain in full force.

Failure or delay is due to circumstances beyond the party's reasonable control, including without limitation, acts of any governmental body or failure of the software or equipment of third parties. Except as provided otherwise herein, any notice given under this Agreement will be made in writing by email and will be effective on the business day after it is sent. You may not assign this Agreement, and any attempt to do so is void. You acknowledge that your account is part of the Central Systems & Technologies network, and, consequently, you will receive periodic announcements and information regarding Central Systems & Technologies services. You may request to be removed from the network's news mailing list at any time.

14. QUESTIONS
If you have any questions about this Agreement or Central Systems & Technologies Services, please contact Central Systems & Technologies (http://www.centralsystech.com/contact.html     Thank you for choosing Central Systems & Technologies for your website tools. We look forward to doing business with you and hope you find our services valuable.