1. Introduction:
Congratulations and welcome to www.norank-nopay.com (hereinafter referred to as “No Rank No Pay” and the “Website”). No Rank No Pay is a state of the art website designed for increasing your overall website ranking. Our goal is to provide Search Engine Optimization (“SEO”) to increase your website’s internet ranking in the top 20 on the SERP’s.

SEO is the process of improving the visibility of a website or a web page in search engines via “natural” or un-paid (“organic” or “algorithmic”) search results. A Search Engine Results Page (“SERP”) is the listing of web pages returned by a search engine in response to a keyword query. The results normally include a list of web pages with titles, a link to the page, and a short description showing where the Keywords have matched content within the page. A SERP may refer to a single page of links returned, or to the set of all links returned for a search query. This process with be defined as the “Services” of the Company.

No Rank No Pay is open to the general public, but also offers several levels of Services. These Services are detailed in the search results provided when you detail a Keyword Search on the Site. The costs associated with the Services are also defined in the search results based upon your ranking.

2. General Provisions:
Unless explicitly stated otherwise, any current, updated, and new products and services including the addition of new properties to the Website and Services shall be subject to the term and conditions in this Agreement. Additionally, this Agreement sets forth the legally binding terms for your use of the Website and Services. You agree to be bound by this Agreement.

You are only authorized to use the Website and Services (regardless of whether your access or use is intended) if You agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully. If You do not agree with it, You should leave the Website and discontinue use of the Services immediately. If You wish to retain the Services of the Company, you must read this Agreement, provide the required information, and indicate your acceptance during the registration process.

You represent that You have all necessary right, power, and authority to enter into and perform as required under this Agreement. Any violation of this Agreement may result in suspension or termination of the Services at no cost to the Company. The Company reserves the right, at its sole discretion, to change, modify, or otherwise alter these terms and conditions and Agreement at any time. Such changes and/or modifications shall become effective immediately upon the posting thereof.

By accepting this Agreement, You agree to be bound by all future amendments or changes to this Agreement. It is your sole responsibility to review this Agreement each and every time You use the Website and Services to determine if any amendments or changes have been made.

3. Acceptance of Terms:
By using the Services on the Website, You agree, without limitation or qualification, to be bound by, and to comply with, this Agreement and any other posted guidelines or rules applicable to the Company or any Services. All such guidelines and rules are hereby incorporated by reference into this Agreement. This Agreement includes the Company’s policy for acceptable use of the Services, your rights, obligations and restrictions regarding your use of the Services and the Company privacy policy. In order to participate in certain Services, You may be notified that You are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Services in which You choose to participate, those additional terms are hereby incorporated into this Agreement.

4. Eligibility Requirements:
Use of the Services is prohibited where there is a restriction or violation of the law or inconsistent with its intended use. By using the Services and Website, You represent and warrant that (a) all registration information You submit is truthful and accurate; (b) You will maintain the accuracy of such information; (c) You are fourteen (14) years of age or older; (d) you owner or have the authorization to provide Services to the website you provide; and (d) your use of the Services does not violate any applicable law or regulation. The Company reserves the right to deny Services to any individual or company for any reason.

5. Term of Use and Service Fees:
This Agreement shall remain in full force and effect while You use the Services. A monthly Service Fee will be charged to you upon the completion of the request Services. Payment of the monthly Service Fee will be paid by Credit Card, PayPal or Bank Transfer only. You are required to provide all information to run a payment by Credit Card, PayPal or Bank Transfer. The Company will have the right to decide which payment method it will accept and you provide full rights to the Company to run any required payments. These monthly Service Fees will be set forth on our fee chart, which will be published on the Website based on your Keyword search. Changes in Service Fees will take place thirty (30) days after being published on the Website for a period of six (6) months. You agree that payment based on the fee chart will be for a minimum period of six (6) months once your site is in the required position (Example: If it takes one (1) month to get your site into the position you request, you will be required to pay for service in months 2, 3, 4, 5, 6, and 7 based on the fee chart).

Each Member shall and You agree to provide up-to-date Credit Card, PayPal, and/or Bank information and allow the Company to charge the monthly Service Fee each and every month upon fulfilling the requested Services, until terminated by the Company or terminated by You in writing. You also agree to waive your rights to dispute any payments by Credit Card, PayPal or Bank Transfer after Services have been provided. You agree that the Service Fee will be charged every thirty (30) days on the 10th of each month for a minimum period of six (6) months. The Company will provide an invoice before the 5th of each month for the following months billing. The Company has the right to increase the Service Fee by providing thirty (30) days notice to each Member. Valid notice may be provided on the Website or by calling 1-800-244-1456. You may terminate the Services at any time by providing the Company notice in writing, which will become effective thirty (30) days after receipt of notice of termination, but only after your six (6) month term has been completed. If you fail to make payment, the Company shall be entitled to recover those overdue payments, interest at a rate of 8% per annum, all attorneys’ fees, and expenses in the collection of that debt. The Company shall also have the right to terminate or suspend the Services.

6. Registration and Privacy:
Some of the Services will require you to register and provide certain personal data. In consideration of the use of the Services, and in registering and providing such data, you represent and warrant that the information about you is true, accurate, current, and complete as required by various Company registration forms and you will maintain and promptly update the registration data to maintain its accuracy.

7. Privacy Policy:
The Company maintains its current Privacy Policy (See Privacy Policy). From time to time the Company may make changes to its Privacy Policy. If the Company makes changes, the Company will post them on the Website. You are bound by any changes to the policy when she or he uses the site after those changes have been posted.

8. Suspension or Termination of Services: Any violation or breach of this Agreement may result in suspension or termination of the Services at no fault of the Company. The Company reserves the right, in its sole discretion, to reject, refuse Services to anyone company or individual at any time, for any or no reason, with or without prior notice, and without liability.

9. Assignments:
Without in anyway limiting the prohibition on your resale, assignment, sublicensing, or other transfer of rights or obligations, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns. The Company may assign their rights to any third party affiliate. The Company reserves the right to transfer your information in the event of a transfer of ownership of the Company, such as an acquisition by or merger with another company.

10. Intellectual Property:
All software used on this site is the property of the Company or its software licensors and is protected by United States and international Copyright laws. You agree not to translate, reverse engineer, decompile, disassemble, modify or create derivative works based on any of the software provided through the Service or Website. You agree not to circumvent any technology used by the Company or its licensors to protect content accessible via the Service and Website. You additionally agree that the Company may act as provided under the Digital Millennium Copyright Act.

You agree not to use any service marks or trademarks that are the property of the Company. One or more patents apply to this site and to the features and services accessible via the Website and Services. You agree that all rights, title and interest to such patents remain with the Company.

It is the policy of the Company to terminate the Service of anyone who infringe the copyright rights or patents. The Company’s Intellectual Property Agent for notice of claims of infringement can be reached as follows: Myers Law Firm, PLLC 8215 Johnson Circle Bloomington, MN 55437.

11. Indemnification:
You agree to indemnity, defend and hold harmless, the Company, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Company and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement by You. The Company reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event You will fully cooperate with the Company in asserting any available defenses.

12. Limitations of Liability:
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL THE COMPANY, OR ITS LICENSORS BE LIABLE TO ANY MEMBER. SUCH LIMITATION OF LIABILTY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICES, FROM INABILITY TO USE THE SERVICES OR WEBSITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PRODUCTS’S AND SERVICES.

13. Disclaimer of Warranties:
EXCEPT AS OTHERWISE STATED HEREIN, THE COMPANY SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITED BY LAW. THE COMPANY DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF SERVICES AND ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTIZED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES. THE COMPANY SIMILARLY DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES AND WEBSITE.

EXCEPT AS OTHERWISE STATED, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY DISCLAIMS ANY AND ALL RESPONSIBILITIES OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OR INFORMATION OR MATERIAL IN THE SERVICES. THE COMPANY DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. THE COMPANY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

14. Miscellaneous:
This Agreement will be governed by and construed in accordance with the laws of the state of Minnesota, without giving effect to its conflict of laws provisions or your actual state or country of residence. The parties agree to submit to the personal and exclusive jurisdiction of Hennepin County, Minnesota. Any controversy or claim arising out of or relating to this Agreement or any Visitors or Members use of the Services or Website shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any party. The arbitration shall be conducted in Hennepin County, Minnesota, and judgment on the arbitration award may be entered in any state or federal court in Minnesota having jurisdiction thereof.

Any party seeking temporary or preliminary injunctive relief may do so in any state or federal court in Minnesota having jurisdiction thereof. Except as set forth above, the state and federal courts of Minnesota shall be the forum and venue to resolve disputes arising out of or relating to this Agreement or use of the Services or Website. In the event that a court of competent jurisdiction presides over any claim arising under this Agreement, You and the Company waive a right to a jury trial. If for any reason a fact finder of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of the Agreement will continue in full force and effect.

Under no circumstances shall the Company be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortage of labor or materials, fires, floods, storms, explosions, acts of God, wars, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

This Agreement constitutes the entire agreement between You and the Company with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject mater. Any waiver of any provision in this Agreement by a party will be effective only if in writing and signed by a party. Additionally, to the extent permitted by applicable law, the rights and remedies provided under this Agreement are cumulative and in addition to any other rights available to the parties at law or equity. The titles used in this Agreement are for convenience only and are in no way considered in constructing or interpreting the Agreement.