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Terms and Conditions

STATEMENT OF OWNERSHIP

This is to certify that this website is owned and run by Yellow Inbox

 
PLEASE READ THESE TERMS & CONDITIONS CAREFULLY BEFORE USING THIS SITE. USE OF THIS SITE CONSTITUTES ACCEPTANCE OF THESE TERMS.

The following are terms of a legal agreement between you and Yellow Inbox. By accessing, browsing and/or using this site (“Site”), you acknowledge that you have read, understood, and agree, to be bound by these terms and to comply with all applicable laws and regulations. If you do not agree to these terms, do not use this Site. The material provided on this Site is protected by law, including, but not limited to, United States Copyright Law. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

USE OF SITES

Your right to make use of our websites, and services is subject to your compliance with our Terms of Use. The content on Yellow Inbox websites may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed or used in any way unless specifically authorized by Yellow Inbox.

PROHIBITED USES

You agree not to use this site or its Content for any illegal or unauthorized activity. You agree that you will not use any device, software, or other technology to interfere or attempt to interfere with the proper working of this site. You agree not to use this site or its Content for any commercial purposes. You agree not to crawl, spider, scrape, or otherwise deploy automated agents or other technology to collect, harvest, mine, or otherwise interact with this site, unless you a) uniquely identify your technology by means of the user-agent field in every request header, b) provide a clear point of contact for the operation of those systems and c) follow standard robots.txt and other standard crawler-management policies. You agree that we can, at our sole discretion, prohibit such automated activities.

TRADEMARK POLICY

The trademarks, service marks, and logos (the “Trademarks”) used and displayed on this Site are registered and unregistered Trademarks of Yellow Inboxand others.

PRIVACY POLICY & EMAIL POLICY

Your privacy is important to us and our privacy policy outlines how we protect and respect the privacy of our clients and users.

EXTERNAL LINKS

Yellow Inboxwebsites contain links to external, third-party websites along with relevant commentary to provide our visitors with information and content they are looking for.

By providing links to other sites, Yellow Inboxdoes not guarantee, approve or endorse the services or products available at these sites, nor does a link indicate any association with or endorsement by the linked site to the Yellow Inboxwebsite in question.

Yellow Inboxdoes not operate or control and has no responsibility for the information, products and/or services found on any external sites. Nor does it represent or endorse the accuracy or reliability of any information, products and/or services provided on or through any external sites, including, without limitation, warranties of any kind, either express or implied, warranties of title or non-infringement or implied warranties of merchantability or fitness for a particular purpose.

You assume complete responsibility and risk in their use of any external sites. You should direct any concerns regarding any external link to its site administrator.

ENGAGEMENT

Client, by its execution hereof, engages Yellow Inbox as an independent consultant to perform the servicesoutlined in the Proposal. These Terms and Conditionsare hereinafter referred to collectively as the "Agreement."

TERM

This Agreement shall become effective on the date accepted by Yellow Inbox and continue on a month-to-month basis.This Agreement may be terminated immediately by Yellow Inbox if (i) Client fails to pay any fees as and when due hereunder, or (ii) Client ceases to cooperate with Yellow Inbox or otherwise makes it difficult for Yellow Inbox to perform the services contracted hereunder, or (iii) Yellow Inbox discovers that Client is utilizing its website for any purpose that violates federal, state or local law.

 

FEES AND PAYMENTS

During the Term, Client agrees to pay in full when due the monthly fees for the service selected by Client as stated in the Proposal. The first monthly fee shall be due upon acceptance of this Agreement by Yellow Inbox.  All subsequent monthly fees under this Agreement shall be due on the same calendar day of each successive month (i.e., if the Agreement is accepted on May 10, subsequent monthly fees payments shall be due on June 10, July 10, etc.).  Client acknowledges and agrees that any fee not paid within ten (10) days after its due date shall bear interest at the rate of 1.5% per month from such tenth (10th) day until paid.  Once paid, all fees shall be nonrefundable.  Yellow Inbox reserves the right, at any time and from time to time, to increase the monthly and other fees charged by Yellow Inbox for the services provided hereunder upon fifteen (15) days' prior notice to Client.

TIMING

Yellow Inbox will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either,

(i) approve the Deliverables in writing or

(ii) provide written comments and/or corrections sufficient to identify the Client's concerns, objections or corrections to Yellow Inbox. Yellow Inbox shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Yellow Inbox's ability to meet any and all schedules is entirely dependent upon Client's prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client's performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Yellow Inbox's obligations under this Agreement.

CLIENT AUTHORIZATION

Client authorizes Yellow Inbox to

(i) access without limitation Client's website to analyze its content and structure;

(ii) to alter Client's website as necessary or desirable in Yellow Inbox's sole and absolute discretion for purposes of search engine optimization, and for any other purpose agreed to by Client and Yellow Inbox;

(iii) upload such pages and content to the Client's website as Yellow Inbox deems appropriate in its sole and absolute discretion for purposes of search engine optimization;

(iv) make use of all of Client's logos, trademarks, copyrights, website images and similar items to create informational pages and for other uses deemed necessary by Yellow Inbox to provide the services subscribed for hereunder; and

(v) communicate with third parties as Yellow Inbox deems necessary in its sole discretion to perform Yellow Inbox's services hereunder, including but not limited to Client's web designer.

CLIENT ACKNOWLEDGMENTS

Client makes the following acknowledgments:

(i) that Yellow Inbox cannot control or exert influence over the policies or operations of any search engine companies or any other third parties regarding the content of the sites that are accepted by the search engine companies or other third parties;

(ii) that Yellow Inbox will not be responsible for any changes or alterations to Client's website made by Client or any third parties that negatively impacts the rankings or visibility of Client's website;

(iii) that because the results of the services to be provided by Yellow Inbox hereunder depend upon a number of factors outside of Yellow Inbox's control, Yellow Inbox cannot guarantee the results of its services to Client;

(iv) that because the utilization of certain keywords and key phrases are very competitive, and because search engines are constantly changing search engine ranking algorithms, Yellow Inbox cannot guarantee that Client's website will achieve the highest search result position in any search engine or consistent search result positions in the top rankings;

(v) that certain search engine companies may affect the rankings of new and/or unproven companies (for example, “sandboxing”);

(vi) that search engines will, from time to time, drop listings without specific causes; and

(vii) that while Yellow Inbox shall use commercially reasonable diligence to promptly submit and/or effect a change in rankings of Client's website, some search engines may take several months or longer to list and/or effect a change in rankings.

FORCE MAJEURE

Yellow Inbox shall not be liable for, nor considered to be in breach under this Agreement due to, delay or failure to perform under this Agreement as a consequence of any conditions that are beyond Yellow Inbox's reasonable control after exercising commercially reasonable efforts.

DISLAIMERS OF LIABILITY

IN ADDITION TO ANY DISCLAIMERS OF LIABILITY FOUND ELSEWHERE IN THESE TERMS AND CONDITIONS, Yellow Inbox SHALL NOT BE LIABLE TO CLIENT FOR INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, LOST PROFITS, WHETHER FORESEEABLE OR BASED ON BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY OR NEGLIGENCE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED IN THIS AGREEMENT.  Yellow Inbox MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR THIRD-PARTY CONTENT OF, OR SOFTWARE, EQUIPMENT OR HARDWARE OBTAINED FROM, ANY THIRD PARTIES. 

Yellow Inbox will not be responsible for results due to any alterations or overwrites made to a website by another party, as Client understands that this can adversely affect the search engine rankings of Client's website(s), nor for the effect of Client linking to any particular websites without the prior consultation and approval of Yellow Inbox.

CLIENT REPRESENTATIONS AND WARRANTIES; INDEMNITY

Client represents and warrants to Yellow Inbox the following: that Client owns or has the absolute and unrestricted right to use and to grant to Yellow Inbox the right to use all graphics, photos, designs, intellectual property and artwork, and any element or elements thereof, that Client furnishes to Yellow Inbox.  Client indemnifies and holds harmless Yellow Inbox and Yellow Inbox's owners, officers, directors and employees from and against any and all liabilities, costs and expenses (including but not limited to reasonable attorneys' fees and costs incurred at trial, appeal or other legal proceeding) arising out of or with respect to any breach by Client of any of the foregoing representations and warranties, or the breach of any representations and warranties contained elsewhere in this Agreement, and/or the failure by Client to comply with any covenant of Client contained in this Agreement.  If Client is a company, the individual signing this Agreement represents and warrants that the execution of this Agreement has been authorized by all necessary action of the Client, and that the undersigned has full authority to sign on behalf of and bind the Client hereunder.

GOVERNING LAW/ARBITRATION

This Agreement shall be governed by and under the laws of the State of California without regard to conflict of laws principles.  Any controversy or claim arising out of or under, or relating to, this Agreement, including but not limited to authority to sign this Agreement, contract formation issues, fraud or the breach of any provision hereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  Notwithstanding the foregoing, in any arbitration hereunder, the arbitrator shall have no authority to award any relief outside the scope of all disclaimers stated in this Agreement. All arbitration proceedings brought hereunder shall be located exclusively in Los Angeles County, California.

MISCELLANEOUS

This Agreement may not be assigned by Client without the prior written consent of Yellow Inbox which may be withheld or denied by Yellow Inbox in its sole and absolute discretion.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto.  The prevailing party in any suit, action or proceeding (including, but not limited to, an arbitration proceeding) arising out of or in connection with this Agreement, shall be entitled to an award of reasonable attorneys' fees, costs and disbursements incurred by it in connection therewith.  Any failure by Yellow Inbox to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.  All previous communications about the subject matter of this agreement, either oral or written, are hereby abrogated and withdrawn, and this agreement constitutes the entire agreement between Client and Yellow Inbox with regard to the subject matter hereof.  No terms, conditions, understandings, or agreements purporting to modify or vary the terms of this document shall be binding unless hereafter made in writing and signed by both Client and Yellow Inbox.  There are no third-party beneficiaries of or to this Agreement or any of the provisions hereunder.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.  Any signature to this Agreement that is transmitted by fax or email transmission shall be considered an original signature for all purposes.  It is the intent of the parties hereto that all provisions of this Agreement shall be enforced to the fullest extent possible.  Accordingly, if any arbitrator determines that the scope and/or operation of any provision of this Agreement are too broad to be enforced as written, the parties hereto intend that the arbitrator should reform such provision to the minimum extent necessary to render such provision enforceable.  If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then such provision shall be fully severable, and this Agreement shall be construed and enforced as if such provision was never a part of this Agreement.  The rule of construction that an ambiguity in a contract will be construed against the drafter is hereby waived by both parties hereto.

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