Trio SEO Terms of Service

Please Read Carefully. 

Updated: March 29, 2024

These terms of service (“Terms”) are between TrioSEO LLC (“TrioSEO,” “we,” “our,” and “us”) and you (“you” and “your”) and govern your access to and use of our website and our search engine optimization (“SEO”) services (including without limitation content writing, strategies, outlines and related products and services) to help online businesses scale organic traffic and generate qualified leads (collectively, the “Services”). By accessing and/or using our Services, you also agree to the TrioSEO Privacy Notice (“Privacy Notice”), located at LINK, and consent to any personal information we may obtain about you being collected, stored and/or otherwise processed in accordance with our Privacy Notice and these Terms.  

By clicking the “I agree” checkbox or by accessing and/or using the Services, you acknowledge and agree that you have read, understand and agree to be bound by all of the terms and conditions set forth in these Terms, as well as all other applicable rules or policies, terms and conditions or agreements that are or may be established by TrioSEO from time to time, and the foregoing shall be incorporated herein by reference. If an individual agrees to these Terms on behalf of a legal entity, such individual represents that the individual has the legal authority to bind such entity.  If you do not agree to these Terms, do not use the Services.

 

ARBITRATION NOTICE:  EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND TRIOSEO WILL BE RESOLVED BY INDIVIDUAL MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING. YOU ALSO WAIVE YOUR RIGHT TO RECEIVE A TRIAL BY JURY. 

 

1. OVERVIEW

TrioSEO’s Services assist online businesses in enabling their websites to stand out and appear near the top of search engines. TrioSEO’s Services may include, without limitation:  (a) researching keywords and phrases to select appropriate, relevant search terms; (b) building a custom strategy for you based on keywords and phrases; (c) creating SEO specific writer briefs; (d) working with writers to create content; (e) uploading content to your website; (f) editing and/or optimizing text for various html tags, meta data, page titles, and page text as necessary; (g) creating traffic and ranking reports showing rankings in the major search engines; (h) outlines that may be given to your own writers; and (i) other SEO-related suggestions such as CRO/UX.  TrioSEO may also provide information, recordings, chats, videos, resources and other materials on its website. If you are accessing and/or using the Services, you agree to access and/or use such Services only in accordance with the applicable terms and conditions contained in these Terms and as further described herein.  

 

2. CHANGES TO TERMS

TrioSEO may, at any time, for any reason, make changes to the Services and/or modify these Terms in its sole and absolute discretion. If we make changes and/or modifications that affect your use of and/or access to the Services, we will post notice of the change and/or modification on this Terms page and change the ‘Updated’ date set forth above. You agree that your continued use of the Services following changes and/or modifications will constitute your acceptance of such changes and/or modifications.  We may also provide you with additional forms of notice as appropriate under the circumstances.  If you do not agree to the changes, you shall not use the Services offered after the effective date of the changes and/or modifications.  Please revisit these Terms regularly to ensure that you stay informed of any changes and/or modifications.  TrioSEO also reserves the right to post, from time to time, additional rules of usage that apply to specific parts of the Services, which may be posted in the relevant portion of the Services. Your continued use of the Services constitutes your agreement to such additional rules. 

 

3. PRIVACY NOTICE

For information regarding collection, use, and disclosure of your information, please review our Privacy Notice.  You agree to our Privacy Notice and consent to any personal information we may obtain about you being collected, stored, and/or otherwise processed in accordance with the Privacy Notice and these Terms. 

 

4. USE OF THE SERVICES

Right to Use.  These Terms permit you to use the Services only for your internal business purposes.  By using the Services and accepting these Terms: (i) TrioSEO grants you a limited, nonexclusive, non-transferable, non-sublicensable, revocable right to access and/or use the Services and information provided therein in accordance with the terms and conditions set forth herein and any additional terms, conditions and policies set forth by TrioSEO; and (ii) except for blog, strategy and other content created by TrioSEO specifically for you (which you will own), you agree not to reproduce, modify, distribute, create derivative works from, publicly display, publicly perform, republish, download, transmit, store, license, sell and/or re-sell any content and/or information obtained from and/or accessed through the Services without the express written permission of TrioSEO. Notwithstanding the foregoing subsection (ii), your computer may temporarily store copies of information required for you to access and view the information and you may store files that are automatically cached by your browser for display enhancement purposes.  If you use or provide any other person with access to any part of the Services in breach of these Terms, your right to use the Services will stop immediately. Neither these Terms nor your use of the Services convey and/or grant to you any rights: (a) in or related to the Services except for as expressly set forth herein; or (b) to use TrioSEO’s names, logos, product and service names, trademarks, or services marks or those of TrioSEO’s licensors.

 

Access to Services.   TrioSEO retains the right, in its sole discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Services due to circumstances within our control and outside of our control.  You acknowledge and agree that the use of the Services is at your own risk, including without limitation the risk that you might be exposed to content that is offensive, indecent, inaccurate and/or objectionable. Please note that the Services may contain access to third-party content and other interactions over which we have no control. We assume no responsibility for, nor do we endorse, screen, or approve third-party content, offerings, or other materials made available to you within the Services. The Services may be modified, updated, suspended and/or discontinued at any time as determined by TrioSEO in its sole and absolute discretion and without notice and/or liability. 

 

Eligibility.  To access and/or use the Services, you must be at least eighteen (18) years of age.  By accessing and/or using the Services, you represent and warrant that you are at least eighteen (18) years of age.  The ‘Children’s Online Privacy Protection Act’ requires that companies obtain verifiable parental consent before they knowingly collect personal information online from children under the age of thirteen (13). We do not knowingly collect or solicit information from children under the age of thirteen (13). If we learn we have collected personal information from a child under the age of thirteen (13), we will delete the information. If you think someone under the age of thirteen (13) has provided us with personal information, please contact us at [email protected]. 

Applying for Service.  You may need to complete an application in order to access and use certain components of the Services. You agree to provide true, accurate, and current information in connection with your access to and/or use of such Services. You may be asked to provide certain information to access certain portions of the Services or to receive certain resources made available by TrioSEO.  You must ensure that any user IDs and other access credentials are kept strictly confidential and not shared with any unauthorized person. From time to time, we may restrict access to all or part of the Services as we may determine in our sole discretion.  You will comply with all applicable laws, rules, and/or regulations when accessing and/or using the Services. You are responsible for making necessary arrangements to use the Services, such as securing a device and/or internet access. You are responsible for ensuring that all persons who access the Services through your device and/or internet connection are aware of these Terms and comply with these Terms. You agree to notify TrioSEO immediately of any unauthorized access to or use of the Services or any other breach of security.

Data Security; Unauthorized Access.  You acknowledge and agree that TrioSEO utilizes third-party service providers to host and provide the Services and store your User Content, and the protection of such data will be in accordance with such third party’s safeguards for the protection and the security and confidentiality of data.  You are responsible for properly configuring and using the Services and taking appropriate steps to maintain security, protection, and backup of all of your User Content.  TrioSEO is not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss, or failure to store any of, your User Content and data or other information that you submit and/or use in connection with the Services (including as a result of your errors, acts, or omissions).

 

Communications.  You agree to receive certain communications in connection with the Services. When you use the Services, you are communicating with us electronically, and you consent to receive communications from us electronically.  We will communicate with you by e-mail and/or by posting notices on the Services. You acknowledge and agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Certain electronic communications from TrioSEO may include promotional and advertising material and information about TrioSEO, unless or until you elect to opt-out of receiving such communications by clicking the unsubscribe link and/or by notifying us at  [email protected]  that you no longer desire to receive promotional communications from us.

 

Revisions.  All blog articles shall be delivered by TrioSEO within sixty (60) days of your monthly payment; provided that, you communicate effectively and timely with TrioSEO.  If you do not respond within a timely manner, any deliverables may be delayed and monthly billing shall not stop due to such delays.  To the extent you seek to provide feedback and/or edit requests, you agree to provide such feedback within forty-five (45) days from when TrioSEO submits and/or uploads the deliverables for your review (“Acceptance Period“).  If no feedback is provided within the foregoing timeframe, such articles and/or deliverables shall be deemed accepted.  For avoidance of doubt, following your acceptance of the first  article, subsequent articles shall be uploaded without the need for additional client approval.  To the extent additional changes are requested following the Acceptance Period, you will be charged for additional revisions.  TrioSEO shall use commercially reasonable efforts to provide revisions within 1-2 weeks following receipt and confirmation of such requests.

 

Your Conduct and Responsibilities.  TrioSEO grants you the rights set forth herein, subject to the following conditions:

1. You represent and warrant to TrioSEO that (i) all information provided to TrioSEO by you is true, complete, and accurate in all respects, and (ii) you are authorized to submit information to TrioSEO;
2. You shall not modify, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Services; 
3. You may not access all or any part of the Services in order to build a product or service which competes with the Services;
4. You shall not copy or imitate part or all of the design, layout, or look-and-feel of the Services or individual sections of it, in any form or media;
5. You are responsible for the accuracy and quality of the information and content that you submit and will not violate the intellectual property rights of anyone;
6. You agree to act in accordance with all applicable laws, rules and regulations;
7. You shall not imply that content provided by you is in any way sponsored and/or endorsed by TrioSEO;
8. You agree not to intentionally hold TrioSEO and/or its officers, directors, employees, contractors and/or third-party service providers up to public scorn, ridicule, or defamation;
9. You will use commercially reasonable efforts to prevent unauthorized access to and/or use of the Services, and notify TrioSEO promptly of any such unauthorized access and/or use; 
10. You will not attempt to do any of the following: access data not intended for you, monitor the Services for data gathering purposes and/or interfere with the Services in relation to any user in any manner;
11. You will not attack the Services via a denial-of-service attack or a distributed denial-of-service attack; and/or
12. You shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided.

 

Cooperation.  You and your representatives will behave in a professional and workmanlike manner, will promptly and fully cooperate with TrioSEO, and will promptly make competent, qualified personnel available to assist and answer questions of TrioSEO, as necessary and appropriate and as reasonably requested by TrioSEO.  You agree to make available to TrioSEO, free of charge, all information, facilities and services reasonably required by TrioSEO to enable it to perform the Services (including without limitation:  administrative / backend access to your website for analysis of content and structure; unlimited access to existing website traffic statistics for analysis and tracking purposes; authorization to use your pictures, logos, trademarks, website images, pamphlets and other content as necessary to provide the Services; and any other relevant information or materials).  TrioSEO shall bear no liability or otherwise be responsible for delays in the provision of the Services or any portion thereof caused by your failure to timely provide information requested by TrioSEO.  

 

Representatives; Communication.  You agree and/or acknowledge that by introducing TrioSEO to a member of your team (who is not the owner), you are conferring upon that individual full authority to approve or decline content, make decisions, and modify or update billing plans, unless explicitly stated otherwise. Any decision made by the designated individual during our communication with you is considered final and binding. Any owner, officer or director of your organization cannot subsequently reverse or modify such decisions nor shall TrioSEO revise content, issue refunds, or redo work based on the prior approved preferences.  You further agree to communicate with TrioSEO to the extent you engage with another SEO company or service provider during the same time you are working with us.

 

Confidentiality.  During your access to and/or use of the Services, you may have access to certain information of TrioSEO that is not generally known to others including any and all information relating to TrioSEO and its business, such as, its business, legal, and operational practices, financial, technical, design, performance characteristics, commercial, marketing, competitive advantage or other information concerning its business and affairs, partnerships and potential partnerships, business model, fee structures, employees, funding opportunities, metrics, algorithms, techniques, formulas, processes, know-how, systems, ideas, inventions (whether or not patentable or copyrighted), feedback, procedures and techniques that have been or may hereafter be provided or shown to you, regardless of the form of the communication (collectively, “Confidential Information”). You will use best efforts to protect and prevent any access to Confidential Information.

 

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE COMMERCIAL USE, REPRODUCTION, TRANSMISSION OR DISTRIBUTION OF ANY INFORMATION OR OTHER MATERIAL AVAILABLE THROUGH THE SERVICES WITHOUT THE PRIOR WRITTEN CONSENT OF TRIOSEO IS STRICTLY PROHIBITED. 

 

TrioSEO shall not be subject to any obligations of confidentiality regarding any information and/or materials submitted through the Services except as otherwise specified in these Terms and/or the Privacy Notice and/or as set forth in any additional terms and conditions relating to specific products and/or services utilized by TrioSEO in conjunction with the Services, and/or as otherwise required by law. TrioSEO may take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.  We have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services.  YOU AGREE TO INDEMNIFY AND HOLD HARMLESS TRIOSEO AND ITS LICENSORS AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY TRIOSEO DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER TRIOSEO OR LAW ENFORCEMENT AUTHORITIES.

 

5. FEES 

Fees.  TrioSEO offers different types of Service plans and packages, and the fees associated with such plans will be provided at the time of your purchase. Depending upon the plan selected, fees will generally be payable in advance on a monthly basis, and the Service term will automatically renew for successive periods of the same length unless either party notifies the other party of non-renewal at least thirty (30) days prior to expiration of the then-current term.  Unless you cancel in accordance with these Terms, any subscriptions you signed up for will be automatically extended for successive renewal periods of the same duration as originally selected. Payment shall be due and payable on the first day of each calendar month for Services to be provided during that month.  Services for the current month will not commence until payment for that month’s Services has been successfully processed. Failure to make timely payment may result in a delay in the commencement or completion of Services.  TrioSEO reserves the right to change any fees or charges (or to begin charging fees for any free Services) at any time. All fees due and payable to TrioSEO must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law.  Refunds shall be at the sole discretion of TrioSEO.  In the event that fees are not paid within thirty (30) days after your receipt of a past-due notice, TrioSEO may, in addition to other available remedies, suspend your access to all or part of the Services.  

 

Taxes.  TrioSEO’s charges do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes“), and you are responsible for paying all Taxes (if any) associated with the charges hereunder. 

 

Payment Method.  Upon TrioSEO’s request, you agree to promptly provide payment information to TrioSEO, as applicable.  You authorize TrioSEO and/or its third-party payment processor(s) to automatically charge the payment account for the charges. If your payment account is closed, the account information is changed, or a charge is rejected by your payment account, you shall immediately update the payment account or supply a new payment account, as appropriate.

 

Third-Party Payment Processor(s).  TrioSEO may use one or more third-party payment processor(s) to execute payment transactions (including without limitation Stripe, PayPal and/or Plaid).  TrioSEO may choose, in its sole discretion, to implement different third-party payment processor(s) at any time.  By using our Services and agreeing to these Terms, you also agree to be bound by each applicable third-party payment processor’s terms of service.  Any authorization you provide to make automatic payments using the Service will remain in effect until cancelled.  You are responsible for all transactions processed through the Services and/or the third-party payment processor(s). 

  

6. ERRORS, INACCURACIES AND OMISSIONS; AI FEATURES

Occasionally there may be information provided through the Services that contains typographical errors, inaccuracies, and/or omissions that may relate to services and/or product descriptions, pricing, promotions, offers, and availability.  We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, and/or omissions; and/or (iii) make changes to prices, content, offers, services and/or product descriptions, specifications, and/or other information without obligation to issue any notice of such changes.  We also reserve the right to limit quantities and or capacity (including after an order has been submitted and/or acknowledged) and to revise, suspend, and/or terminate an event, and/or promotion at any time without notice (including after an order or registration has been submitted and/or acknowledged).  TrioSEO shall not be liable for any promotions, discounts and/or coupons on Third-Party Services (as defined in Section 14 below). 

 

TrioSEO may use one or more artificial intelligence (“AI”) tools, such as research analysis, interpretation or data processing that is facilitated by AI algorithms or machine learning models.  While AI technology may be used to assist in the Services, human researchers and analysists reviewed such AI generated insights for relevance in relation to the Services.  TrioSEO does not make any warranties about the completeness, reliability and accuracy of this any AI-generated tools used in connection with the Services. 

 

7. OWNERSHIP

Services and Data.  Excluding blog and other content created by TrioSEO specifically for you, your User Content, Third-Party Services and content linked to or posted on the Services, the Services and their entire contents including but not limited to the TrioSEO name, logos, graphics and other information and material we provide through the Services are the property of and owned by TrioSEO, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary right laws. Any redistribution or reproduction of part or all of the contents of the Services, including but not limited to the tools, text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, trade dress, logos, and slogans is prohibited. As between the parties, TrioSEO and/or its licensors are the owner of and retain all right, title and interest in: (i) all content and information provided by TrioSEO (except blog and other content created by TrioSEO specifically for you); and (ii) any data or metadata created, aggregated, or generated by access to and/or use of the Services, including but not limited to data or insights collected from the Services and/or in connection with your use of the Services. Subject to the limited rights expressly granted hereunder, TrioSEO and/or its third-party licensors reserve all right, title and interest in and to the Services and related information, including without limitation all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.  Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. The TrioSEO name and logo are trademarks and/or service marks of TrioSEO (the “Marks”) and we retain all right, title, and interest in and to the Marks. 

 

User Generated Content.  During the course of your access to and/or use of the Services, you and your representatives may create, enter, and/or provide content and information to TrioSEO in connection with the Services from time to time, including without limitation any elements of text, graphics, images, photos, designs, artwork, logos, trademarks, service marks, data, software, and other information, materials and/or content which you provide in connection with the Services (collectively, “User Content”). You and/or your licensors shall have exclusive title and ownership rights, including all intellectual property rights, throughout the world in all of your User Content (including without limitation any content created by you through use of the Services and content created by TrioSEO specifically for you). In connection with your use of the Services, you hereby grant TrioSEO a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable (through multiple tiers), perpetual, irrevocable license to copy, display, transmit, perform, distribute, store, modify, and otherwise use your User Content in connection with the provision of the Services in any form, medium or technology now known or later developed, including publication and use in marketing materials and/or on any Third-Party Services integrated into the Services. This license includes the right for us to make your User Content available and sublicense rights to other entities and individuals who partner with us in the delivery of the Services, including the right to move your User Content to another platform. 

 

TrioSEO and our third-party service providers will be able to see your User Content that you provide in connection with the Services and you hereby irrevocably grant such parties the right to access and/or use your User Content in accordance with these Terms or in connection with providing the Services. You alone are responsible for your User Content, and you assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, and/or reliability.  You also represent that you own, and/or have the necessary permissions to use and authorize use of your User Content as described in these Terms.  

 

Please carefully choose the User Content that you provide through and/or in connection with the Services.  You agree to pay all royalties, fees, and any other monies owed to any person by reason of any User Content. Notwithstanding anything herein to the contrary, TrioSEO does not endorse any User Content in any way.  You acknowledge and agree that you have no expectation of privacy with regard to any User Content.  TrioSEO may preserve your User Content and may also disclose your User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any of your User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of TrioSEO, its users and/or the public. The technical processing and transmission of your User Content may involve transmissions over various networks and changes to conform to technical requirements of connecting networks or devices. Notwithstanding anything herein to the contrary, TrioSEO is not obligated to take any action not required by law.  If you become aware of misuse of the Services by any person, please contact us at [email protected].

 

User Content Restrictions.  User Content shall not contain any unauthorized content which includes but is not limited to:

1. content determined by TrioSEO, in its sole discretion, to be illegal, or to violate any federal, state, or local law or regulation or the rights of any other person or entity;
2. harmful, offensive, inaccurate, abusive, or otherwise inappropriate language including without limitation, bigotry, racism, discrimination, hatred, or profanity;
3. comments or contributions that are not relevant to the Services, such as comments or content with no qualitative value or that are not appropriate based on the applicable subject matter as determined by TrioSEO in its sole discretion;
4. content and/or communications that publicize other people’s private information without their permission;
5. information about illegal activities or physical harm or injury to any group, individual, institution and/or property;
6. content that contains personal attacks or describes physical confrontations and/or sexual harassment;
7. language intended to impersonate other users (including names of other individuals) or to be offensive or inappropriate profile names or signatures;
8. content that violates the intellectual property rights of anyone; and/or
9. content or any communications that contain viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept, or appropriate any system, data, or personal information.

 

We are not obligated, but reserve the right to reject, in whole or part, your User Content if it violates these Terms and the user content restrictions described herein or any other applicable user content restrictions, as updated from time to time.

 

Feedback.  Please keep in mind that we do not seek any unsolicited ideas and/or materials for the Services. If you provide us with any feedback, suggestions, improvements, reviews, enhancements, recommendations relating to the Services (“Feedback”), then you further grant to TrioSEO a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any such Feedback.  TrioSEO has no obligations to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion. 

 

8. PROHIBITED USE AND CONDITIONS

We prohibit crawling, scraping, caching and/or otherwise accessing any content on the Services via automated means (except with TrioSEO’s express written consent).  You may not use the Services in any manner that could damage, disable, overburden, and/or impair the Services and/or interfere with any other party’s use and/or enjoyment of the Services.  You may not obtain and/or attempt to obtain any materials and/or information through any means not intentionally made available and/or provided for through the Services.  You may not interfere with the proper working of the Services, including without limitation by placing an unreasonable load on the Services’ infrastructure.   

 

9. TERMINATION
   You must provide thirty (30) days written notice to terminate Services.  You shall remain responsible for Services rendered up to and including the last day of the notice period.  By way of example, if cancellation of Services occurs via written notice on March 5th, Services shall be renewed on April 1st and will continue until April 30th.  The cancellation will then take effect on May 1st, and you will not be billed for Services beyond this date. The following actions shall not constitute valid notification of termination under these Terms: (a) removing the payment method associated with the services, (b) failing to respond to communication attempts, (c) neglecting to engage with or fulfill TrioSEO requests, (d) revoking our access to any or all relevant accounts, (e) expressing an intent to give notice at a future date, or (f) suggesting a potential cessation of Services at a future time. Only a written email explicitly stating the intention to terminate Services with a minimum notice period of 30 days shall be deemed as valid notice of termination in accordance with the terms of these Terms. TrioSEO reserves the right, in its sole and absolute discretion, to terminate or suspend your access to the Services, without liability, without cause and/or without notice. Without limiting any other remedies, TrioSEO, without notice, may suspend or terminate your access to the Services, without liability, (i) if TrioSEO suspects, in its sole discretion, that you have violated the terms and conditions set forth herein, any of TrioSEO’s policies referenced herein, the Privacy Notice, or any other applicable policies and/or terms; (ii) if you engage in improper or fraudulent activity in connection with TrioSEO and/or the Services; and/or (iii) for any other reason.  In the event you share the access granted with any person or entity, and/or misuse the Services by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, TrioSEO will consider your access as having been acquired by fraud and/or misrepresentation and will terminate your access immediately.  In such event, TrioSEO retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by you. 

 

10. INDEMNIFICATION AND WAIVER

You shall release, indemnify, defend and hold harmless TrioSEO, its officers, directors, agents, employees, contractors, subcontractors, suppliers, service providers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, or liabilities of any nature including reasonable attorneys’ fees (“Claims”) arising out of and/or relating to (i) User Content submitted by you in connection with the Services; (ii) any use of the Services in violation of these Terms; (iii) your violation of any law and/or the rights of a third party; (iv) your use of the Services; (v) any breach of these Terms by you or your representatives; and/or (vi) fraud you commit and/or your intentional misconduct and/or negligence.  You shall give prompt notice to TrioSEO in writing upon your receipt of notice of any Claim against you that might give rise to a Claim against TrioSEO.  You will allow us to participate in the defense, and will not settle any Claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.

 

11. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, AND ANY CONTENT, ARE PROVIDED BY TRIOSEO TO YOU ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND COMPLETENESS, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH TRIOSEO EXPRESSLY DISCLAIMS.  WITHOUT LIMITING THE FOREGOING, TRIOSEO AND/OR ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE AND/OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE ACCESS TO AND/OR USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; AND/OR (C) TRIOSEO WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT.  NO ADVICE AND/OR INFORMATION, WHETHER ORAL AND/OR WRITTEN, OBTAINED BY YOU FROM TRIOSEO OR THROUGH YOUR ACCESS TO AND/OR USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:  TRIOSEO HAS NO CONTROL OVER THE POLICIES OF SEARCH ENGINES WITH RESPECT TO THE TYPE OF SITES AND/OR CONTENT THAT THEY ACCEPT NOW OR IN THE FUTURE; YOUR WEBSITE MAY BE EXCLUDED FROM ANY DIRECTORY OR SEARCH ENGINE AT ANY TIME AT THE SOLE DISCRETION OF THE SEARCH ENGINE OR DIRECTORY; DUE TO THE COMPETITIVENESS OF SOME KEYWORDS/PHRASES, ONGOING CHANGES IN SEARCH ENGINE RANKING ALGORITHMS AND OTHER COMPETITIVE FACTORS, TRIOSEO DOES NOT GUARANTEE #1 POSITIONS OR CONSISTENT TOP 10 POSITIONS FOR ANY PARTICULAR KEYWORD, PHRASE, OR SEARCH TERM; SEARCH ENGINES MAY DROP LISTINGS, OR CHANGE THEIR ALGORITHMS, FOR NO APPARENT OR PREDICTABLE REASON, AND TRIOSEO IS NOT RESPONSIBLE FOR THE SUCH CHANGES; IF YOU ENGAGE WITH ANY OTHER PAID SERVICES (INCLUDING BACKLINKS OR ADVERTISING), YOU MUST INFORM TRIOSEO, AND TRIOSEO IS NOT RESPONSIBLE FOR ANY HARM DONE IN CONNECTION WITH SUCH CAMPAIGNS; LINKING TO “BAD NEIGHBORHOODS/WEBSITES”, BLACK HAT METHODS OR GETTING LINKS FROM “LINK FARMS” MAY DAMAGE SEO EFFORTS, AND TRIOSEO ASSUMES NO LIABILITY FOR YOUR CHOICE TO OBTAIN SUCH LINKS; TRIOSEO IS NOT RESPONSIBLE IF YOU USE ANY SOFTWARE OR PLUG-INS THAT MAY AFFECT THE SERVICES; YOU WILL NOTIFY TRIOSEO OF ANY EDITS THAT ARE MADE TO CONTENT THAT TRIOSEO PROVIDES, AND TRIOSEO IS NOT RESPONSIBLE IF YOU OVERWRITE SEO WORK TO YOUR SITE; TRIOSEO IS NOT RESPONSIBLE FOR CHANGES MADE TO YOUR WEBSITE BY OTHER PARTIES THAT ADVERSELY AFFECT YOUR SEARCH ENGINE RANKINGS; TRIOSEO DOES NOT GUARANTEE ANY SPECIFIC RESULTS OR ANY IMPROVEMENT IN YOUR SALES OR RELEVANT WEBSITE TRAFFIC; YOU ARE FULLY RESPONSIBLE FOR ANY KEYWORDS USED AND OPTIMIZED IN YOUR WEBSITE; AND YOU SHALL BE FULLY RESPONSIBLE FOR ALL CONTENT INCLUDED IN THE OPTIMIZED PAGES AND META TAGS.  TRIOSEO MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (i) CONTENT PROVIDED BY ANY THIRD PARTY, (ii) ANY THIRD-PARTY WEBSITE, THIRD-PARTY SERVICES LISTED ON OR ACCESSIBLE TO YOU THROUGH THE SERVICES, INCLUDING ANY THIRD-PARTY SERVICES INTEGRATED INTO THE SERVICES, (iii) THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICES, AND/OR (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES.

 

12. LIMITATION OF LIABILITY

YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR OWN RISK.  IN NO EVENT SHALL TRIOSEO, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, SERVICE PROVIDERS, SUPPLIERS AND/OR OTHER REPRESENTATIVES BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF TRIOSEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.  THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY TRIOSEO, ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, IN SUCH STATES, TRIOSEO’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, IN THE EVENT YOU ARE DISSATISFIED WITH THE SERVICES, RELATED SERVICES AND/OR HAVE ANY OTHER GRIEVANCE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE THE RIGHT TO DISCONTINUE ACCESS TO AND/OR USE OF THE SERVICES.

TRIOSEO’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES IS LIMITED TO THE FEES PAID OR PAYABLE BY YOU TO TRIOSEO IN THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. 

If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction in which any other statute or common law principles of similar effect applies, you waive the application of such statute or common law with respect to the claims, demands and damages (actual and consequential) released under this Section.

13. THIRD-PARTY CONTENT, LINKED SITES, THIRD-PARTY SERVICES

Third Party Content.  TrioSEO may provide access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or otherwise transmitted through the Services (“Third-Party Content”). The third party from whom or which any such Third-Party Content originates is solely responsible for it and TrioSEO assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity, or quality of any Third-Party Content. Accordingly, TrioSEO does not control or endorse such Third-Party Content and has no liability of any kind to you or any third party for any Third-Party Content. Statements of opinion and commentary in Third-Party Content are those of the third party and not necessarily those of TrioSEO.

Linked Sites.  The Services may provide links to various other independent third-party websites (“Linked Sites”) that may be of interest to you and are for your convenience only.  TrioSEO does not control or endorse such Linked Sites and is not responsible for their content nor is it responsible for the accuracy or reliability of any information, data, opinions, advice and/or statements contained within such Linked Sites.  You will need to make your own independent judgment regarding your interaction with these Linked Sites at your own risk.  We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Linked Site that you visit.  TrioSEO reserves the right to terminate any link and/or linking program at any time in its sole and absolute discretion. We disclaim all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials and/or information contained on such Linked Sites.

Third-Party Services.  There may be third-party products, services, software, and/or social networks (collectively “Third-Party Services”) integrated into the Services. Please be aware that TrioSEO is not affiliated with any Third-Party Services or the companies or providers that own or control such Third-Party Services. You agree to release TrioSEO and such third-party providers from any liability related to your use of any Third-Party Services or any costs or charges related to such Third-Party Services. In order to use any Third-Party Services, you may be required to agree to that company’s terms and conditions and/or privacy policy. You agree to comply with the foregoing when using the Services. Where you decide to use such Third-Party Services, TrioSEO is not a party to any contracts created between you and the provider of such Third-Party Services. TrioSEO is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with any Third-Party Services.

14. NO PROFESSIONAL ADVICE 

The information available on the Services is intended to be a general information resource regarding the matters covered.  The Services are not a substitute for professional advice, and you should not construe this as legal, accounting, medical and/or other professional advice. 

15. COPYRIGHT AND TRADEMARK POLICY 

We reserve the right to reject any material that we believe in good faith to be copyrighted material that has been illegally distributed by you and/or other third parties and discontinue service to repeat offenders. Should you believe anything in the Services infringes on any copyright that you own or the copyright of others, you may notify the copyright agent (“Copyright Agent”) at TrioSEO, Inc., Attn: Copyright Agent, 771 Fairfax Street, Denver, CO  80220, or at [email protected].   We will respond to clear notices of copyright infringement when you provide the following information: (i) signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) description of the copyrighted work that is claimed to be infringed upon; (iii) description of where the material that is claimed to be infringed upon is located in the Services; (iv) information reasonably sufficient to permit contact (i.e., an address, telephone number, and an e-mail address at which the complaining party may be contacted); (v) statement that the complaining party has a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) statement by the complaining party, made under penalty of perjury, that complaining party is authorized to act on behalf of the intellectual property owner of the right that is allegedly infringed. 

 

The Copyright Agent will not remove content from the Services in response to phone or email notifications regarding allegedly infringing content, since a valid ‘DMCA’ notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf.  Please submit such notifications by mail only and as further described by this Section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring in the Services.  All other inquiries directed to the Copyright Agent will not be responded to. 

 

16. DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER 

Disputes.  We want to address your concerns without filing a formal legal case.  Before filing a claim against TrioSEO, you agree to try to resolve the dispute informally by contacting us at [email protected]  and describing the nature and basis for the dispute as well as the relief sought.  We will try to resolve the dispute by contacting you via email, but if we cannot resolve the dispute within thirty (30) days of submission, you and TrioSEO agree to resolve any claims related to these Terms including your use of the Services and the scope of this provision, regardless of whether such claims are based in contract, tort, statute, fraud, unfair competition, or some other legal theory, through individual final and binding arbitration, except as set forth under the ‘Exceptions to Agreement to Arbitrate’ section below, or if another mechanism is outlined in our Privacy Notice for privacy related disputes. In arbitration you are still entitled to a fair hearing, but your rights will be determined by a neutral arbitrator (and not a judge or jury). Arbitrator decisions are as enforceable as any court order, and are subject only to very limited review by a court. Each party is giving up the right to sue in court and to have a trial before a judge or jury.

 

Arbitration Procedures.  Except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below, all claims shall be settled by individual binding arbitration in accordance with the American Arbitration Association (AAA)’s Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes in effect at the time the proceedings begin and as modified by these Terms.  Those rules and information about how to start arbitration are available at www.adr.org or by calling 1-800-778-7879. The arbitrator is bound by these Terms. The arbitration will be conducted through the submission of documents, by phone, or in person in Denver, Colorado or at another mutually agreed location. All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party. The arbitrator’s award will be final and specifically enforceable under applicable law, and judgment may be entered upon it in any court with jurisdiction. The arbitration costs, including arbitrator compensation, will be shared between you and us according to the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes.

 

Individual Basis; Waiver of Right to Jury or Class Action.  Any such controversy and/or claim shall be arbitrated on an individual basis and not in a class, consolidated, or representative action.  By agreeing to these Terms, you are waiving the right to participate in a class action. Further, unless the parties mutually agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this waiver is found to be illegal or unenforceable, then the parties agree that any dispute will be resolved exclusively in a state or federal court located in Denver, Colorado, and that the parties both submit to the personal jurisdiction of such courts. If a claim proceeds in court rather than through arbitration, the parties waive any right to a jury trial.

 

Exceptions to Agreement to Arbitrate.  The agreement of the parties to arbitrate as described herein does not: (i) prevent either party from litigating any dispute in small claims court (either you and/or TrioSEO may assert claims, if they qualify, in small claims court in Denver, Colorado); (ii) apply to disputes arising out of or related to infringement or other misuse of our, our licensors’ or third-party provider’s intellectual property rights, and TrioSEO may bring a lawsuit to stop unauthorized use and/or abuse of the Services, or related to infringement (for example, TrioSEO’s trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal dispute-resolution process described herein; or (iii) prevent either party from bringing a dispute to the attention of any federal, state, or local government agencies. 

 

Judicial Forum for Disputes.  In the event that the agreement to arbitrate is found not to apply to you and/or your claim, you and TrioSEO agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts in Denver, Colorado.  Both you and TrioSEO consent to the foregoing venue and jurisdiction.

17. GEOGRAPHIC RESTRICTIONS

TrioSEO in located in the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative, at your own risk,  and are responsible for compliance with local laws.

18. MOBILE DEVICES.

To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply.

19. CALIFORNIA USERS

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about TrioSEO must be sent to our agent for notice to [email protected]. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. 

 

20. NON-SOLICITATION

You shall not, while you are receiving Services and for a period of one (1) year thereafter, either directly or indirectly, recruit or otherwise solicit or induce, or enter into or participate in any plan or arrangement to cause, any person who is an employee of, or otherwise performing services for, TrioSEO, to terminate his or her employment or other relationship with TrioSEO, either for your own benefit or for the benefit of any other person, firm, corporation or organization.  In the event you violate this provision, you agree that you will pay TrioSEO liquidated damages in the amount of 100% of the individual’s annual compensation (including annual base salary plus bonuses as of the last date of employment).  You agree that this amount is not a penalty, but a reasonable estimate of the presumed actual damages that TrioSEO would sustain as a result of a breach of this provision. 

 

21. ASSIGNMENT

You may not assign or transfer any of your rights or obligations under these Terms without our prior consent; any attempted assignment or transfer without complying with the foregoing will be void. We may freely assign or transfer these Terms. These Terms shall inure to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns. 

22. MISCELLANEOUS
    If any provision and/or term of these Terms shall become or be declared illegal, invalid, or unenforceable for any reason whatsoever, such term and/or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.  These Terms shall be governed in all respects by the laws of the State of Colorado, without reference to its choice of law rules. If an applicable law is in conflict with any part of these Terms, these Terms will be deemed modified to conform to the law and the other provisions will not be affected by any such modification.  No waiver by either you and/or TrioSEO of any breach and/or default and/or failure to exercise any right allowed under these Terms is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under these Terms. These Terms, the Privacy Notice and all documents and policies referenced herein supersede all prior terms, agreements, discussions, and writings regarding the Services and constitutes the entire agreement between you and us regarding the Services.

23. CONTACT

If you would like to request additional information regarding these Terms or for any questions, please contact us at [email protected].