Terms and Conditions

Last Update: August 9, 2010

The following are the terms and conditions for use of the Native Rank, Inc - ("Native Rank") Internet marketing tools service ("Service"). Please read them carefully before using the Service.

BY COMPLETING THE REGISTRATION PROCESS, YOU ( the terms "you" or "yours" includes the person or entity that is registered with the Service as well as any third parties accessing the Service on your behalf ) ARE STATING THAT YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS OF THE SERVICE ("Agreement"). The Service is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein.

Account

To register for the Service and create an account, you must complete the registration process by providing Native Rank with complete and accurate information as prompted by the registration form, including e-mail address (username) and password. You shall protect your password and take full responsibility for your own and third party activities that occur under your account. You agree to notify Native Rank of any unauthorized use of any Password or any other breach of security of which you are aware. You may not use any Password that is not issued directly to you or approved by Native Rank.

Payment Terms

The monthly fee for Native Rank Service is billed in advance on a monthly basis and is non-refundable. One-time set up fee of $50.00 is included on first month's payments.

Terms

The commitment Period for Native Rank service is 6 months, and will continue month to month thereafter until Native Rank service is cancelled after the 6 month commitment period has expired.

By subscribing to Native Rank Service, you authorize Native Rank to bill you through your credit card company or selected method of payment in accordance with this Agreement. You confirm you are the owner of the credit card or have permission of the owner to incur these charges. Do not enter your credit card information unless you have read, understand and agree to this Agreement. Monthly subscriptions are billed the recurring applicable subscription fee on the same calendar day of each month until you cancel the subscription.

Refunds

There will be no refunds or credits for partial months of service, or refunds for months unused with an open account. No exceptions will be made. Upgrades will be handled on a case by case basis. Customer agrees to submit any disputes regarding any charge to your account in writing to Native Rank within ten (10) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge.

Account Cancellation

You are solely responsible for properly canceling your account. You can cancel your account at any time by clicking on Cancel Account from any page or directly by clicking here (you must be logged in to view this page). Once you are on the Cancel Account page, you can choose to cancel your account. An email request to cancel your account is not considered cancellation. While we try to respond to email requests to cancel accounts, we may not receive or respond to all emails. Please do not assume your account has been canceled if you email site support. Use the "Cancel Account" link to cancel your account. If you pay your subscription in monthly installments and you cancel your Membership five (5) days prior to the end of the commitment Period or prior to monthly to monthly billing, we will not terminate your access to the Service until your next billing date.

By canceling the Service before the end of your current paid up month, your cancellation will take effect on your next billing date, and you will not be charged again. Cancellation request must be received at least five (5) days prior to the end of the billing cycle.

Termination by Native Rank

You acknowledge and agree that Native Rank, in its sole discretion, may suspend, discontinue or refuse any and all current and future access to or use of any portion of the Services at any time without notice to you in the event Native Rank reasonably believes that you have breached this Agreement. You acknowledge and agree that Native Rank shall have no liability or responsibility to you for termination, suspension or discontinuation of your access or use in the event you breach this Agreement, and that no portion of your fees will be refunded in such case.

Fees

Unless otherwise stated, all fees are stated in United States Dollars. All fees are payable monthly in advance. We reserve the right to deactivate your access to the Service for failure to pay applicable. If you provide us with a credit card that expires during the term of this Agreement, we reserve the right to charge any renewal card issued to you as a replacement.

Privacy

For more information, see our full privacy policy here: http://www.nativerank.com/privacy

Confidentiality

Each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information, except as expressly permitted under this Agreement, and shall not disclose such Confidential Information to any third party without such other Party's prior written consent. Each Party shall take reasonable measures to prevent the disclosure and unauthorized use of Confidential Information of the other Party.

The term "Confidential Information" shall mean any information disclosed by one Party to the other Party in connection with this Agreement which is disclosed in writing or orally and is identified as "Confidential" or which a Party should reasonably believe is treated as confidential by such other Party, and any other information disclosed by N that relates to the Services (including your password) that is not publicly known. Notwithstanding the foregoing, "Confidential Information" shall not include information that: (i) was developed independently by the receiving Party without any use of the Confidential Information of the other Party or by employees of the receiving Party who have no knowledge of such Confidential Information; (ii) becomes known to the receiving Party, without restriction, from a third party without breach of this Agreement or any other obligation of confidentiality; (iii) was in the public domain at the time it was disclosed or enters the public domain through no act or omission of the receiving Party; (iv) was rightfully known to the receiving Party as demonstrated by prior written records at the time of disclosure; or (v) is disclosed by agreement of the Parties or pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving Party shall provide prompt notice thereof to the other Party and shall use commercially reasonable efforts to obtain a protective order or otherwise prevent public disclosure of such information.

Proprietary Rights

The materials available via the Services, including without limitation, Codes, Certificates, text, information, documents, scripts, graphics, photos, organization, design, compilation, look and feel, illustrations, artwork, video, music, images, software, sounds, games, interactive features and all trademarks, service marks and logos or other works or materials (collectively, "Materials") are owned by or licensed to Native Rank and/or a Third Party provider(s) and are protected under copyright, trademark and other intellectual property and proprietary rights laws. You must keep intact, and may not remove or alter any Materials or any copyright or other proprietary notices available via the Services, and you may not display or reproduce the Materials other than with the prior written consent of Native Rank.

You shall not: (i) use, or allow the use of, the Service or any Native Rank Technology, except pursuant to the limited rights expressly granted in this Agreement; (ii) use the Service in any manner that is inconsistent with user documentation, if any, supplied to you by Native Rank or inconsistent with Native Rank standard security procedures, if any, accessible through your user interface; (iii) attempt to reverse engineer, hack into, or compromise any aspect of the Service or Native Rank Technology, or attempt to access data of any other customer of Native Rank; (iv) remove, obscure or alter any legal notices, including notices of intellectual property rights appearing in or on any materials delivered to you by Native Rank; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service.

Indemnification

You agree to indemnify, hold harmless and defend Native Rank, at your expense, against any and all third party claims, actions, proceedings, and suits brought against Native Rank or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees) incurred by Native Rank or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of this Agreement, (ii) your use of the Service, or (iii) your unauthorized use of the Native Rank Services. In such a case, Native Rank will provide you with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. Native Rank reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

Representations and Warranties; Disclaimers

The information, reports and services included in or available through the Service may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Native Rank and/or its respective suppliers may make improvements and/or changes in the Service at any time, without obligation to notify any person or entity of such changes. Native Rank does not represent or warrant that (i) the Service will be error-free or accessible at all times, (ii) defects will be corrected, (iii) the Service or the server that makes it available, are free of viruses or other harmful component, or (iv) the use or the results of the use of the Service or the materials made available as part of the Service will be correct, accurate, timely, or otherwise reliable. You specifically agree that Native Rank shall not be responsible for unauthorized access to or alteration of your data.

THE SERVICES ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY NATIVE RANK EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. NATIVE RANK DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR PRODUCTS PROVIDED THROUGH THE SERVICE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

Modifications to Terms of Service and Other Policies

Native Rank has the right to change or modify any of the terms and conditions contained in this Agreement or any policy governing the Service, at any time, by posting the new agreement to the Native Rank website located at www.nativerank.com information/ or such other URL as Native Rank may provide. You are responsible for regularly reviewing the policy. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Native Rank or (ii) you continue to use the Service after Native Rank has posted updates to the Agreement or to any policy governing the Service.

Disputes

The Services are hosted in the United States. Any dispute hereunder shall be governed by the laws of the State of Colorado, USA, without regard to conflict of law provisions. You agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Colorado, City and County of Denver and waive any objection based on inconvenient forum. You agree that: (i) the Website and the Services shall be deemed solely based in Colorado; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Native Rank, either specific or general, in jurisdictions other than Colorado. You further agree that service of any process, summons, notice or document by U.S. registered mail to your address shall be effective service of process for any action, suit or proceeding in the state and federal courts located in the State of Colorado, with respect to any matters to which it has submitted to jurisdiction as set forth above.

Other

Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party. This Agreement constitutes the entire agreement between the parties regarding the use of the Services and the Website and supersedes all prior or contemporaneous communications between the user and Native Rank with respect to the Website and the Services. If any provision (or part thereof) of this Agreement is determined by a court of competent jurisdiction as part of a final non-appealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms. Survival. Any obligation of the parties relating to limitations on liability and indemnification shall survive termination or expiration of this Agreement.

Electronic Signatures Effective

(i) The Agreement is an electronic contract that sets out the legally binding terms of your use of the Service. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in this Agreement by clicking on the "I Accept" button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the "I Accept" button, you accept the Agreement and agree to the terms, conditions and notices contained or referenced herein. When you click on the "I Accept" button during enrollment, you also consent to have the Agreement provided to you in electronic form. (ii) Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program.