Terms Effective Date: March 12, 2021
The following digital billboard terms and conditions (“Terms”) apply to the legal agreement formed between Page 1 Labs, LLC (“Page 1 Labs”) and the customer executing the Order Form that is accompanied by or references these Terms (“Customer,” and together with Page 1 Labs, the “Parties,” and each, a “Party”). The Terms are subject to change by Page 1 Labs upon 30-days’ notice, in its sole discretion. Any changes to the Terms will be in effect as of the “Terms Effective Date” referenced on https://page1labs.com/terms. Customer’s continued use of the digital billboard services after the “Terms Effective Date” will constitute Customer’s acceptance of and agreement to such changes. Capitalized terms used but not defined in the Terms will have the meanings given them in the Order Form.
1. Engagement.
(a) Upon execution of the Order Form, Page 1 Labs will use reasonable efforts to rank the website identified by Page 1 Labs (the “Digital Billboard”) on page one of Google search results for the Keyword. If and to the extent specified in the Order Form, Page 1 Labs will also incorporate Customer Content into the Digital Billboard. “Customer Content” means the text, data, media, information and/or other type or form of content (excluding Suggestions) made available to Page 1 Labs in connection with customizing or branding a Digital Billboard, including Customer’s name, trademarks, and photos.
(b) Beginning when recurring charges commence and through the Order Form Term, Page 1 Labs will (i) transfer phone calls it receives at the phone number listed on the Digital Billboard to the destination phone number identified by the Customer and (ii) make form fill results available to Customer, each solely in accordance with the terms and conditions of the Agreement. “Lead” refers to a call transferred to the destination phone number or a completed form fill. Page 1 Labs makes no representation or warranty about the volume, creditability, or suitability of Leads.
(c) The prices, terms, and conditions under which Customer offers or sells any services to Leads shall be determined by Customer in its sole discretion. Customer shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of services to Leads, and Page 1 Labs shall not participate in such discussions or negotiations. Nothing in the Agreement shall obligate Customer to actually offer or sell any services to, or consummate any transaction with, any Leads.
(d) Customer shall provide Page 1 Labs with pertinent sales literature or other materials which are necessary to enable Page 1 Labs to fulfill its obligations hereunder.
(e) Customer acknowledges that, as between the Parties, Page 1 Labs owns the Digital Billboard and all intellectual property rights and proprietary interests that are embodied therein (excluding Customer Content). Page 1 Labs reserves the right to determine, in its sole discretion, the content displayed on the Digital Billboard. Customer is paying for use of the Digital Billboard during the Order Form Term as described herein. Page 1 Labs reserves all rights that are not expressly granted herein.
(f) Except to the extent expressly set forth otherwise in the Order Form, the Agreement shall not be construed to be a commitment by either of the Parties to work exclusively with one another.
2. Independent Contractor. The details of the method and manner for performance of the services by Page 1 Labs shall be under its own control, Customer being interested only in the results thereof. Page 1 Labs shall be solely responsible for supervising, controlling and directing the details and manner of the completion of its services. Nothing in the Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of Page 1 Labs’ services. Page 1 Labs is for all purposes hereunder an independent contractor and in no event will Page 1 Labs be considered an agent or employee of Customer or any of its subsidiaries or affiliates for any purpose.
3. Compensation. In consideration for the services rendered by Page 1 Labs hereunder, Customer shall pay to Page 1 Labs the compensation set forth in the Order Form. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Page 1 Labs’ income, revenues, gross receipts, personnel, or real or personal property or other assets. If Customer fails to pay Page 1 Labs as set forth in the Order Form, then Page 1 Labs may suspend Leads and remove any Customer customizations or branding until Customer payments are processed.
4. Confidentiality. All non-public, confidential, or proprietary information of a Party, including, but not limited to, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by such Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with the Agreement is confidential, solely for the use of performing the Agreement, and may not be disclosed to a third party unless authorized by the Disclosing Party in writing. Upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all documents and other materials received from Disclosing Party. This section shall not apply to information that is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure; or (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party.
5. Consent to Recording. Customer consents to the monitoring or recording, at any time, by Page 1 Labs of any and all Leads, waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording.
6. License. Customer hereby grants to Page 1 Labs a non-exclusive, non-transferable, worldwide, royalty-free right and license during the Order Form Term and for 30 days thereafter to use, execute, display, copy, perform, distribute copies of, maintain, modify, enhance, and create derivative works of (“Use”) the Customer Content as necessary or convenient for Page 1 Labs to comply with its obligations and exercise its rights under this Agreement. Customer will indemnify, defend and hold harmless Page 1 Labs, its affiliates and their respective officers, directors, employees, agents and representatives, from and against the following and any and all Losses arising from or in connection with the Use of Customer Content, including without limitation claims that any such Use infringes or otherwise violates the rights of any third party. “Losses” means all losses, liabilities, damages, liens and claims, and all related costs, expenses and other charges suffered or incurred in connection with an occurrence, act, or omission that gives rise to a claim, including reasonable attorneys’ fees and disbursements, costs of investigation, litigation, settlement and judgment, and any taxes, interest and penalties with respect to any of the foregoing.
7. Suggestions. Customer may, from time to time, make known to Page 1 Labs suggestions, comments, improvements, or other feedback with respect to the services, the Digital Billboard, or other Page 1 Labs intellectual property (collectively, “Suggestions”). Page 1 Labs shall have a royalty-free, worldwide, irrevocable, perpetual license to use, disclose, reproduce, license, distribute and exploit any Suggestion without any obligation, payment or restriction based on intellectual property rights or otherwise.
8. Term and Termination. The term of the Agreement commences on the Order Form Effective Date and will continue for the term set forth therein, unless terminated earlier as provided under the Agreement. Either Party may terminate the Agreement upon one months’ written Notice to the other Party. Upon termination of the Agreement, Customer shall promptly pay unpaid fees for services completed through the effective date of termination and any unused service credits shall expire. Except to the extent expressly set forth otherwise in the Order Form, all prepaid fees are non-refundable.
9. Service Credits. The Parties acknowledge that the Digital Billboard’s search engine ranking may fluctuate due to reasons outside of Page 1 Labs’ reasonable control. If the Digital Billboard falls off page one of Google search results for the Keyword, then Customer should notify support@page1labs.com. If the Digital Billboard does not return to page one within four days of Customer’s notice, then Page 1 Labs will issue Customer a service credit (prorated based on the period of time not on page one) and apply the service credit against Customer’s next payment. Service credits are Customer’s sole and exclusive monetary remedy for search engine ranking changes.
10. Limitation of Liability. IN NO EVENT SHALL PAGE 1 LABS BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT PAGE 1 LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL PAGE 1 LABS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO PAGE 1 LABS PURSUANT TO THE ORDER FORM IN THE MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. License, Bond, and Insurance Requirements. If and to the extent required by applicable law, Customer certifies that it is licensed, bonded, and insured to perform the services identified in the Digital Billboard.
12. Representations and Warranties. Each Party represents to the other that (a) the execution and performance of its obligations under this Agreement will not conflict with or violate any provision of applicable law or any other agreement or order by which the representing Party is bound; and (b) this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.
13. DISCLAIMER. THE EXPRESS WARRANTIES GIVEN IN THE AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER REPRESENTS THAT IT IS ENTERING THIS AGREEMENT WITHOUT RELYING UPON ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. NO WARRANTIES ARE MADE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. PAGE 1 LABS DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
14. Miscellaneous.
(a) Notice. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and shall be deemed to have been given (i) when delivered by hand; (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid). Notices must be sent to the respective Parties at the primary contact email or office address (or at such other address for a Party as shall be specified in a Notice given in accordance with this section).
(b) Assignment. Each Party may assign or otherwise transfer the Agreement or any of the rights that it grants, in whole or in part. The Agreement will be binding upon the parties’ respective successors and permitted assigns.
(c) Waiver. No failure or delay by a Party in exercising any right, power or remedy will operate as a waiver of that right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving Party. If a Party waives any right, power or remedy, the waiver will not waive any successive or other right, power or remedy the Party may have under the Agreement.
(d) Law; Jurisdiction; Venue. The Agreement and all matters arising out of or relating to the Agreement are governed by, and construed in accordance with, the laws of the Commonwealth of Virginia, without regard to any provision of Virginia law that would require or permit the application of the substantive law of any other jurisdiction. Any legal suit, action or proceeding arising out of or relating to the Agreement must be instituted in the federal or state courts located in Richmond, Virginia, USA, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
(e) Interpretation. If any provision of the Agreement is held invalid by a court with jurisdiction over the Parties to the Agreement, such provision will be severed from the Agreement, and the remainder of the Agreement will remain in full force and effect. The headings in the Agreement are for reference only and shall not affect the interpretation of the Agreement.
(f) Conflict. In the event of a conflict between the Terms and the Order Form, the Order Form will prevail.
(g) No Third-Party Beneficiaries. The parties do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.
(h) Entire Agreement. The Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
(i) Amendment. The Agreement may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.
(j) Counterparts. The Order Form may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same Agreement. Delivery of an executed counterpart of the Order Form electronically or by facsimile shall be effective as delivery of an original executed counterpart of the Order Form.