Terms of Service - Searchbloom®

Section 1. Definitions

1.1 “Searchbloom” Means Searchbloom L.L.C..
1.2 “Account” means to the User’s information that is stored by Searchbloom and the application of our submission and marketing efforts on your behalf.
1.3 “Agreement” means this agreement.
1.4 “Appropriate Payment” means payment in the form of check, wire, or credit card duly credited and received by Searchbloom.
1.5 “Client” or “User” or “Partner” means the individual, company or entity for whom services are provided and who enters into this Agreement and not for any other party, individual or entity.
1.6 “Subscription” means the schedule of payments made by the User.
1.7 “Services” means the work and services provided by Searchbloom to User through this Agreement.

Section 2. Your Account

2.1 Creation. Upon receipt of appropriate payment, Searchbloom will create and activate the User’s Account(s).
2.2 Authorization. By signing an applicable Service Level Agreement or Scope of Work Agreement, User agrees that User provides necessary authorization to start the Subscription of Services and be bound to this Agreement.
2.3 Duration. The term of this Agreement is reflected below as the “Term” and will continue thereafter into a month to month service agreement, if not otherwise agreed. Billing occurs monthly on the date the user signed up for services with Searchbloom.
2.4 Termination. Cancellations must be in writing to [email protected]. All cancellations require thirty (30) days notice. Services will continue to be rendered until cancellation date.
2.5 Questions or Updates on Account. Questions may be addressed to Searchbloom’s Customer Service Department via phone Monday-Friday, 9:00am – 5:00pm MST at (801) 590-4051 or emailing us at [email protected].
2.6 Subscription Failure. User’s Account may be terminated upon any failure of payment or for failure of a User’s credit card to be authorized. User will have a 10 day period to cure any billing issues before termination. Billing information may be updated as indicated in Section 2.5 above.

Section 3. Payment

3.1 Initial Payment and Billing Amount. Initial billing amounts are shown below (service/term/payment). At the completion of signup process and upon creation of the Account and authorization of services orally or through this Agreement as described in Section 2 herein, payment will be due in full by User to Searchbloom.
3.2 Duty to Pay. If any payments outstanding are not timely received as required above, User agrees to pay 18% per annum on the outstanding balance, plus attorney fees, court costs, and collection fees associated with the collection of the debt.
3.3 Recurring Billing. All recurring billing will be submitted based on the original signup date via credit card or ACH authorization form. There will be no credits or refunds for partial months of service, or months unused with an open account. Except as otherwise agreed, subscriptions will be automatically renewed and the User’s credit card will be charged based on the User’s chosen subscription program (e.g., annual, monthly, etc.). Payment is due on the defined recurring billing date.
3.4 Prepaid Services. If User elects to prepay for additional months of service, all payments are due at start of the service. No additional billing will occur during the term of the prepay. When the prepay term elapses, the service automatically converts to recurring monthly billing. The account will remain active until the account is canceled in accordance with Section 2.4 above.
3.5 Payments. A valid credit card or ACH payment is required to open an account with Searchbloom. In the event that Searchbloom is not able to authorize a card on the first try, Searchbloom’s automatic system will continue to attempt authorization daily.
3.6. Paid Media Management. Searchbloom charges an industry standard of 15% of Adspend or the stated campaign minimum management fee whichever is greater using the provided credit card on file. Paid Media Management true-ups take into account the total amount spent on all platforms/exchanges. If 15% of Adspend is the greater, Paid Media Management true-ups will be performed on or around the 10th day of every month. Searchbloom pre-bills the minimum campaign management fee and post-bills the true-up amount subtracting the minimum management fee.
3.7. Chargebacks. In the event User disputes any payments it has already made to Searchbloom, User agrees not to file a chargeback for the disputed amount and shall attempt to resolve the dispute solely with Searchbloom. If User does file for a chargeback and the chargeback is issued, User agrees to pay Searchbloom double the amount of the chargeback as liquidated damages, in addition to attorney fees, court costs, and collection fees associated with the collection of the debt.

Section 4. Refunds and Cancellation.

4.1 No Refunds. Unless the exception below applies, Searchbloom does not issue refunds under any circumstances and regardless of the point in the payment cycle at which cancellation occurs.
4.2 Exception. Searchbloom will issue a refund in the event of a billing error.
4.3 Cancellation. User is solely responsible for canceling their account by contacting Searchbloom via email at support at [email protected]. All cancellations require thirty (30) days notice unless otherwise stated. Services will continue to be rendered until the cancellation date. In the event of paid media management services cancellation, account ownership and responsibilities, including but not limited to adspend, are solely the responsibility of the ad account holder. Any ongoing adspend is not Searchbloom's responsibility, nor are any adjustments made to campaigns following cancellation of services. Additionally, it is the sole responsibility of our partner to remove Searchbloom's access points to their website(s) and other accounts provided.
4.4 Termination. Searchbloom, at its sole discretion, reserves the right to suspend or terminate the User's account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in the deactivation or deletion of the User’s account or access to the User’s account, and immediate archival or deletion of all data in the User’s account. Searchbloom reserves the right to refuse service to anyone in its sole and absolute discretion.

Section 5 Content and Site.

5.1 Intellectual Property Guarantee. User guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Searchbloom for the Subscription or Services are owned by User or Client, or that User or Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protects, and defend Searchbloom and its subcontractors from any liability or suit arising from the use of such elements. Searchbloom may terminate any Account for copyright or trademark infringement, or for any other reason Searchbloom deems appropriate as it may relate to User’s or Client’s use of another’s intellectual property.
5.2 Content. It is the responsibility of our users to create, maintain and police the content of their websites, including obeying all local, regional and national laws. Sites found in violation of any laws may be terminated at any time without notice or refund. If you have questions you may contact Searchbloom at [email protected] to inquire. User agrees that it holds Searchbloom harmless, and warrants that User will protect, and defend Searchbloom and its subcontractors from any liability or suit arising from the use of such elements.
5.3 Forbidden Content. Due to policies set forth by the major search engines, Searchbloom does not accept sites that fall into the following categories: sites that promote or facilitate online gambling; sites that promote or facilitate copyright violations; sites that sell prescription medication; sites that sell fake or replica products; sites that sell guns and ammunition, sites with pornography or sexually explicit material.
5.4 Third Parties. Searchbloom 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. Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory. Searchbloom is not responsible for changes made to the web site by other parties that adversely affect the search engine rankings of the Client’s website.
5.5 Trademark and Data License User agrees to grant Searchbloom a non-exclusive right to use any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Searchbloom for the Subscription or Services. User also grants Searchbloom a non-exclusive right to use any data regarding the outcome of User's Subscription or Services, but not the right to use the User's specific revenue figures or other sensitive financial information. Searchbloom will use the User's trademarks and data for its own marketing purposes. User may opt-out of this license agreement by sending an email to [email protected].

Section 6 Confidentiality.

The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, source code created or updated by Searchbloom for User, and financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Searchbloom and User acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect and that upon the disclosing party's request, the receiving party shall either return the disclosing party's Proprietary or Confidential Information in its possession or certify in writing that all such information has been destroyed and deleted from its systems.

Section 7. Privacy Policy.

Personal data and certain other information about the Client are subject to Searchbloom’s Privacy Policy. Searchbloom takes each client’s privacy seriously. For more information visit https://www.searchbloom.com/.com/agreements/privacy-policy. By entering into this Agreement, User agrees to the most current version of Searchbloom’s Privacy Policy.

Section 8. Miscellaneous Provisions

8.1 Force Majeure. Searchbloom will not be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Searchbloom’s reasonable control and that Searchbloom is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, Searchbloom will give prompt written notice to the User and will use commercially reasonable efforts to minimize the impact of the event. The monthly payment due hereunder will be abated during any period in which services are not provided hereunder.
8.2 Updates to the Searchbloom Terms & Conditions. These terms and conditions are subject to change, and may be modified by Searchbloom at any time without notice. For more information visit https://www.searchbloom.com/.com/agreements/terms-and-conditions
8.3 Reservation of Rights of Service. Searchbloom reserves the right to refuse service to anyone. Searchbloom does not accept sites with gambling, pornographic or sexually explicit material.
8.4 Notices and Contact. Client may contact Searchbloom at 801-590-4051 M-F from 9:00 am-5:00 pm MST. Client may also email Searchbloom at [email protected]. Formal legal notices must be sent to Searchbloom, 12884 S Frontrunner Blvd Ste 140 Draper, UT 84020
8.5 Statute of Limitations. Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of Searchbloom’s services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
8.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah. Any disagreements will be handled in the jurisdiction of the County of Salt Lake County, UT.
8.7 Arbitration. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute through: (a) binding arbitration under the rules of the American Arbitration Association; or (b) small claims court, if applicable. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
8.8 Electronic Signatures. Selecting/submitting “accept” on the electronic copy of the TOS, making payment, or submitting information or documents to Searchbloom so that Searchbloom may perform Services for the Client, shall constitute an electronic signature.
8.9 General Information. This Agreement and any Service Level Agreement and Scope of Work Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior oral or written agreements (including, but not limited to, any prior versions of the TOS). Any modifications to the Service Level Agreement and Scope of Work Agreement must be in writing and signed by an authorized officer of Searchbloom. All representations not in writing are null and void. Written agreements may include, but are not limited to, emails and electronic acceptance of this Terms of Service. The section titles are for convenience only and have no legal or contractual effect.
8.10 Consumer Review. Client agrees not to make any "covered communication" (as defined under 15 U.S. Code § 45b (the "Consumer Review Fairness Act" or the "Act")) regarding Searchbloom that: contains confidential or private information; is libelous, harassing, abusive, obscene, vulgar, sexually explicit, or is inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic; is unrelated to Searchbloom's products or services; or is clearly false or misleading. Client agrees that violation of this provision will result in liquidated damages of $100 per day that the unlawful "covered communication" is not removed or deleted. The parties agree that quantifying losses arising from the wrongful publication of a consumer review is inherently difficult due to the speculative nature of quantifying lost future profits, and further stipulate that the agreed upon sum is not a penalty, but rather a reasonable measure of damages, based upon the parties’ experience in the industry and given the nature of the losses that may result. These liquidated damages are in addition to actual damages and any other remedies allowed by law.
8.11 Engagement Transitions. From time to time, Searchbloom may transition your engagement(s) from one analyst to another to ensure our resource allocation is balanced and maintained and to ensure that multiple analysts have the opportunity to work with our partner-clients and their engagements. Doing so also helps us with redundancy and can also improve the performance of your campaign(s) or project(s).