Terms OF Service
These Terms of Service, together with any applicable Service Descriptions (as defined in Section 1.1) and Orders (as defined in Section 1.2) and other attachment attached hereto or otherwise made a part of these Terms of Service (collectively, the “Agreement”) is entered between Classic SEO, LLC, its applicable affiliate, or one or more of its family of brands, (“Classic SEO”) and the party entering into an Order with Classic SEO (“Customer”) as may be identified in this Agreement (each a “Party” and collectively as the “Parties”) and is effective as of the Customer’s service activation date (“Effective Date”). This Agreement provides a framework governing Customer’s purchase of services from Classic SEO pursuant to one or more Orders (the “Services”). Classic SEO rejects any terms and conditions contained in Customer’s forms that are additional to or different from those set forth in Classic SEO’s Order, Services Descriptions, or in these Terms of Service. Classic SEO and Customer agree as follows:
- AGREEMENT, ORDERS AND SERVICES
1.1. Agreement; Service Descriptions. This Agreement contains general contractual terms for all Services to be provided by Classic SEO pursuant to one or more orders (each, an “Order”). Additional terms and conditions that apply to each type of Service may be set forth in service descriptions, which will be published on Classic SEO’s website or otherwise made available by Classic SEO to Customer (each a “Service Description”), and/or in the applicable Order. Classic SEO may from time to time make changes to the Service Descriptions to add new or improved Services, substitute Services for improved performance or simply discontinue a Service (collectively “Updates”). Customer shall periodically check the Classic SEO website for such Updates
1.2. Ordering Procedures. Customers may at any time request for Classic SEO to provide a Service by submitting to Classic SEO an Order, either online, by phone, by online chat, or in a form provided by Classic SEO. Each Order is incorporated into the Agreement and will contain applicable pricing and payment terms, Service Level Agreement (as defined in Section 1.3), if any, and other transaction specific provisions. In the event of any conflict between this Agreement and the terms of any of the Service Descriptions and the applicable Order(s), precedence will be given in the following order: (a) the Order, but solely with respect to the Services covered by that Order; (b) the Service Description, but solely with respect to the Service covered by the Services Description; and (c) this Agreement.
1.3. Support and Service Levels. Classic SEO will provide technical support services for the Services (“Support”) to its Customers via phone, email and live chat based on the level of Support purchased by Customer pursuant to an Order. Support is only available to Customers; Classic SEO has no obligation to provide Support to any other party. In addition, Classic SEO will make the Services available in accordance with the applicable service levels set forth at Classic SEO web policies the “Service Level Agreements”). Classic SEO may from time to time make changes to the Support or Service Level Agreements, and customers shall periodically check the Classic SEO website for such changes.
1.4. Third Party Products. Classic SEO may make available to Customer from time to time, certain third party products, including hardware and software (collectively, the “Third Party Products”) and, if purchased by Customer, such Third Party Products are non-refundable upon termination of the Agreement. Customer acknowledges and agrees that Classic SEO is reselling such Third Party Products and that it neither provides any warranty related to nor assumes any liability for such Third Party Products. To the extent permitted by the Third Party Product manufacturer, Classic SEO will pass through to Customer the manufacturer’s warranties related to each Third Party Product and will use commercially reasonable efforts to facilitate utilization by Customer of such warranties. Customer shall abide by all terms and conditions governing the use of such Third-Party Products
1.5. Ownership. Customers shall not remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any materials made available by Classic SEO. Customers shall not use any Services or materials provided by Classic SEO after the expiration or termination of the Order under which the same was provided.
1.6. Subcontractors. Classic SEO may use affiliates and third-party service providers to perform all or any part of the Services, but Classic SEO remains responsible under the Order for Services performed by any affiliate or third-party service provider to the same extent as if Classic SEO performed the Services.
- CHARGES AND PAYMENT TERMS
2.1. Fees. Customers shall pay to Classic SEO all recurring and non-recurring fees for the Services and Third Party Products (“Fees”) in the amounts set forth on the applicable invoice. Classic SEO may increases fees for the Services provided under an Order upon thirty (30) days’ advance notice as follows: (a) for Services provided on a month-to-month term, Classic SEO may increase Fees effective the first day of the next month following the notice period; and (b) for Services provided over a term greater than one month, Classic SEO may increase fees for the Services provided under an Order as of the first day of the next Renewal Term.
2.2. Payment Terms. Unless other payment methods have been approved, Classic SEO will charge Customer’s credit card monthly, in most cases without an invoice. If another method of payment has been approved, Classic SEO shall notify Customer of its monthly invoice via electronic mail no later than two (2) days after the invoice date to the email address(es) designated on page one (1) of this Agreement (“Billing Email Address”). Customers must provide Classic SEO thirty (30) days written notice of any changes to its Billing Email Address. Customer waives the right to dispute any charges not disputed within such thirty (30) day period. Billing shall commence on the first day the Services are made available to Customer. Monthly recurring charges shall be invoiced monthly. Nonrecurring charges will be included on the invoice for the applicable installation or Service changes as directed by Customer.
2.3. Late Payments. Classic SEO may suspend all Services provided to Customer if Customer fails to pay any Fees when due. In addition, if any undisputed amount is not paid when due, Classic SEO may impose a late charge in an amount equal to one and one half percent (1 ½%) (or the maximum legal rate, if less) of the unpaid balance per month. In the event a payment is received by Classic SEO and is returned for insufficient funds or bank charges, Customer shall reimburse Classic SEO for all associated processing charges as well the late charge to the extent applicable. In the event that non-disputed payments are received late or returned by insufficient funds more than three (3X) times annually, Classic SEO may require that Customers establish a deposit and or pay with guaranteed funds. Customers will reimburse Classic SEO for all expenses Classic SEO incurs, including reasonable attorney fees, in collecting any amounts past due under this Agreement.
2.4. Credit Approval. Customer acknowledges that delivery of the Services is subject to the continuing approval by Classic SEO of Customer’s creditworthiness. Customer shall furnish financial information as Classic SEO may from time to time reasonably request to determine Customer’s creditworthiness.
2.6. Taxes and Assessments. Customer is responsible for the payment of all governmental assessments, surcharges, and fees pertaining to its use of the Services (other than taxes on Classic SEO’s net income). Classic SEO shall not invoice Customer for taxes if Customer provides Classic SEO with, and maintains, valid and properly executed certificate(s) of exemption for the taxes. Such certificates of exemption must be reasonably acceptable to Classic SEO. Customers are responsible for all taxes up until the time a valid certificate of exemption is provided to Classic SEO. If Customer fails to maintain the required tax exemption certificate(s), Classic SEO shall back-bill Customer for all applicable taxes.
- DATA PROTECTION AND SECURITY
3.1. Legal Requirements. Customer is solely responsible for determining if any Customer Data must comply with any law, standards, and policies, including without limitation, those related to data privacy and security (collectively referred to herein as the “Legal Requirements“) and ensuring that the Customer Data does comply with all applicable Legal Requirements. Customer acknowledges and agrees that Classic SEO has no way of reviewing Customer Data.
3.2. Security. Customer shall encrypt at the application level all Sensitive Customer Data. “Sensitive Customer Data” means Customer Data that is required to be treated as confidential under state or federal law or under Customer’s contractual obligations to others Information. Customers shall promptly notify Classic SEO upon becoming aware of any data breach or unauthorized access to Classic SEO’s network or servers and accounts. Customers will take all commercially reasonable steps to cooperate with Classic SEO’s investigation and resolution of the reported breach or unauthorized access. Notwithstanding the foregoing, Customer acknowledges and agrees that Classic SEO makes no representation or warranty regarding the security of its Services.
3.3. Access and Use. Classic SEO is not responsible to Customer for unauthorized access to Customer Data or unauthorized use of the Services through authorized or unauthorized access provided by Customer to third parties. Customer is responsible for the use of the Services by any of Customer’s employees, affiliates, officers, directors, shareholders, agents or representatives, or any other third party given access to the Service, and any third party who gains access to Customer Data or Services as a result of Customer’s failure to use reasonable security precautions, even if such access was not authorized by Customer.
3.4. Payment Card Industry – Data Security Standards (“PCI-DSS”). If, as necessary to perform its obligations under the Agreement, Classic SEO possesses or otherwise stores “cardholder data” (as that term is defined by the Payment Card Industry Data Security Council https://www.pcisecuritystandards.org) on behalf of Customer, Classic SEO and Customer agree that each Party is responsible, as may be designated in the applicable Service Description, for those certain PCI-DSS requirements as applicable
3.5. EU General Data Protection Regulation. Customer shall notify Classic SEO if it intends to use Classic SEO Services with Customer Data that is subject to protection under General Data Protection Regulation 2016/679 (“GDPR”). Such notification shall require the Parties execute a Data Protection Addendum (“DPA”) under which Classic SEO will be a Processor (as defined under the GDPR) on behalf of the Customer. Customers may not utilize any Services with Customer Data that is subject to GDPR protection until such time as the Parties have executed a DPA.
3.6. California Consumer Privacy Act. If, as necessary to perform its obligations under the Agreement, Classic SEO possesses or otherwise stores “personal information” (as that term is defined by the California Consumer Privacy Act of 2019 (“CCPA”)) made available by Customer, Classic SEO certifies that it is acting as a “service provider” as defined under the CCPA. Accordingly, Classic SEO will not retain, use, or disclose personal information provided or otherwise made available by Customer for any purpose other than the specific purpose of performing the Services under this Agreement or as otherwise permitted by the CCPA, including retaining, using, or disclosing such personal information for a commercial purpose other than providing the Services. Unless prohibited by applicable law, Classic SEO shall, as soon as reasonably practicable, forward to Customer all requests received from individuals wishing to exercise their rights under the CCPA. Classic SEO’s only response to individual requests shall be to inform the individual that such request has been passed along to the appropriate party, unless otherwise required by the CCPA. If requested by Customer, Classic SEO shall reasonably assist Customer, at Customer’s expense, in complying with Customer’s obligations under the CCPA.
- REPRESENTATIONS, WARRANTIES AND COVENANTS
- Mutual Representations and Warranties. Each Party represents, warrants and covenants that, as of the Effective Date and continuing throughout the term of this Agreement:
4.1.1. It is an organization duly formed, validly existing and in good standing under the laws of the state in which it is formed, and in good standing in each other’s jurisdiction where the failure to perform in good standing would have a material adverse effect on its business or its ability to perform its obligations hereunder.
4.1.2. It has all necessary organizational power and authority to enter into this Agreement and each Order and to perform its obligations hereunder, and the execution of this Agreement and each Order and consummation of the transactions contemplated thereby have been duly authorized by all necessary organizational actions on its part.
4.1.3. This Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms.
4.1.4. It shall comply with all laws in connection with the Services and otherwise under this Agreement.
4.2. Classic SEO Representations, Warranties and Covenants. Classic SEO represents, warrants and covenants that:
4.2.1. It will perform the Services in a diligent, professional and workmanlike fashion using an appropriate number of properly trained and qualified individuals.
4.2.2. It will provision the Services to operate within the technical standards of performance or service levels, if any, set forth in the applicable Service Description, Service Level Agreement, or Order. Customer’s sole and exclusive remedy for any failure to meet the applicable technical standards of performance or service levels shall be as specified in the applicable Service Description, Service Level Agreement, or Order
4.3. Disclaimer of Warranties. Customer assumes total responsibility for use of the Services, Third Party Products, and any applicable equipment. Classic SEO has no responsibility for the security, loss, intrusion or unauthorized access of stored data or any loss or damage caused by any action, omission or failure to comply with the terms of this Agreement by Customer. ALL PRODUCTS AND SERVICES PROVIDED OR OTHERWISE MADE AVAILABLE BY CLASSIC SEO ARE PROVIDED ON AN “AS-IS” BASIS, AND CLASSIC SEO MAKES NO WARRANTY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS TO ANY SERVICE, THIRD PARTY PRODUCT, OR EQUIPMENT PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES BY CLASSIC SEO ARE HEREBY EXCLUDED AND DISCLAIMED.
- CONFIDENTIAL INFORMATION
5.1. Definitions. As to any particular Confidential Information, the “Discloser” is the Party disclosing the Confidential Information and the “Recipient” is the Party receiving the Confidential Information. “Confidential Information” means any information (whether tangible or intangible, printed, electronic, or otherwise) and items embodying information (including graphs, photographs, samples, working models, and prototypes) at any time furnished by Discloser to Recipient or to which Recipient is exposed during the term of this Agreement, including, without limitation, (a) information concerning Discloser’s business and business plans, (b) financial information concerning Discloser and its affiliates, (c) information concerning Discloser’s pending patents or other trade secrets, (d) Discloser’s sketches, drawings, designs and specifications, (e) Discloser’s concepts, ideas, inventions, know-how, processes, apparatus, equipment, algorithms and formulas, and (f) information from third parties that Discloser is obligated to treat as confidential. Customer Proprietary Network Information (“CPNI”), as defined by United States Code 47 U.S.C. § 222(h) (1), shall be considered to be the Confidential Information of Customer. Customer’s data stored at Classic SEO’s data center(s) or stored on or processed on Classic SEO’s systems shall be considered to be Confidential Information. All other Confidential Information provided in written or electronic form must be clearly marked “Confidential.” In the case of Confidential Information provided orally, a written memorandum of such information clearly marked “Confidential” must be delivered to Recipient within thirty (30) days of the disclosure.
5.2. Restrictions on Use; Non-Disclosure. Except as otherwise expressly permitted in writing by an authorized representative of Discloser, Recipient agrees that it will not (a) use the Confidential Information of Discloser for any purpose other than the purpose for which Discloser disclosed the information; or (b) disclose or reveal Confidential Information of Discloser to any person or entity other than its employees, directors, officers and consultants who have a need to know to further the purpose of this Agreement and are subject to legally binding obligations of confidentiality and non-use no less restrictive than those contained in this Agreement. During the term of this Agreement, Customer will designate an account representative who has the authority to request Customer’s CPNI under this Agreement through its dedicated Classic SEO account representative.
5.3. Exceptions. The obligations set forth in this Section 6 above shall not apply to Confidential Information that (a) before the time of its disclosure was already in the lawful possession of the Recipient; (b) at the time of its disclosure to Recipient is available to the general public or after disclosure to Recipient by Discloser becomes available to the general public through no wrongful act of the Recipient; or (c) Recipient demonstrates to have been lawfully independently developed by Recipient without the use of or reliance upon any Confidential Information of the Discloser and without any breach of this Agreement. In the event Customer and Classic SEO enter into a separate Non-Disclosure Agreement (“NDA”), then such NDA shall be incorporated into this Agreement by reference herein, and if any terms and conditions of such NDA are in conflict with the terms and conditions herein, then the NDA shall supersede the Confidentiality terms and conditions in this Section 5, excluding Classic SEO’s CPNI obligations as defined herein.
5.4. Ownership; No License. Each Party shall retain ownership of all rights, including all intellectual property rights, in its Confidential Information. Nothing in this Agreement shall be deemed, by implication or otherwise, to convey to Recipient any right under any patent, patent application, invention, or other proprietary right owned by Discloser or anyone associated with Discloser.
5.5. Disclosures Required by Law. If Recipient becomes legally compelled (by deposition, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, then Recipient shall notify Discloser of the requirement promptly in writing (if legally permitted) so that Discloser may seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained, or if Discloser waives in writing compliance with the terms hereof, then Recipient shall furnish only that portion of the information which Recipient is advised by written opinion of counsel is legally required and to exercise reasonable efforts to obtain confidential treatment of such information.
5.6. Duration. The obligations set forth in this Section 5 shall survive termination of this Agreement for a period of three (3) years.
5.7. Disposal of Confidential Information. Recipient agrees to return to Discloser all copies of Confidential Information promptly upon Discloser’s request at any time. If return is impossible as to any portion of the Confidential Information, then Recipient shall certify to Discloser promptly that all such Confidential Information of Discloser, including all copies thereof, has been totally and permanently destroyed.
5.8. Remedies. The Parties acknowledge and agree that a breach of this Section 5 by either Party will cause continuing and irreparable injury to the other’s business as a direct result of any such violation, for which the remedies at law will be inadequate, and that Discloser shall therefore be entitled, in the event of any actual or threatened violation of this Section by Recipient, and in addition to any other remedies available to it, to a temporary restraining order and to injunctive relief against the other Party to prevent any violations thereof, and to any other appropriate equitable relief.
6.1. Indemnification by Classic SEO. Classic SEO shall indemnify, defend, and hold harmless Customer and its officers, directors, agents and employees from and against any and all demands, causes of action, losses, damages, fines, penalties, and claims, and all related costs and expenses (including reasonable attorneys’ fees) (collectively referred to as “Losses”) arising any third party claim that Customer’s use of the Services not in violation of this Agreement infringes or misappropriate any valid, U.S. patent, copyright, or trade secret of such third party. In addition to Classic SEO’s indemnification obligations set forth in this Section 6.1, in the event of a claim or threatened claim under this 6.1 by a third party, Classic SEO may, at its sole option, (1) revise the Services up to and including termination of this Agreement upon ten (10) days’ notice so that they are no longer infringing, (2) obtain the right for Company to continue using the Services, or (3), in the event neither of the foregoing are reasonable, terminate this Agreement and refund to Customer a pro-rata amount of any pre-paid Services not yet receives as of the date of termination. THIS SECTION 6.1 REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF CLASSIC SEO AND THE EXCLUSIVE REMEDY OF CUSTOMER RELATED TO ANY INFRINGEMENT OR MISAPPROPRIATION CLAIMS OF A THIRD PARTY.
6.2. Indemnification by Customer. Customer shall indemnify, defend and hold harmless Classic SEO and its officers, directors, agents and employees, from and against any and all Losses arising out of or in any manner relating to: (a) violation of any law by Customer; (b) any claim for withholding or other taxes that might arise or be imposed due to this Agreement or the performance hereof; (c) damage to property or personal injury (including death) arising out of the gross negligence or willful acts or omissions of Customer; or (d) claims by a third party arising out of or related to the use or misuse of any Service or Third Party Products.
6.3. Indemnification Procedure. The Party seeking indemnification under this section shall promptly, and in writing, notify the other Party of any claim as to which it intends to seek indemnification under this Agreement, and shall take such action as may be necessary to avoid default or other adverse consequences. The indemnified Party shall provide cooperation and participation of its personnel as required for the defense at the cost and expense of the indemnifying Party.
- LIMITATIONS OF LIABILITY
7.1. Limit on Types of Damages Recoverable. NEITHER PARTY NOR ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, CONTRACTORS, OR SUPPLIERS, SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CLASSIC SEO BE LIABLE FOR ANY DAMAGES RELATED TO ANY THIRD PARTY PRODUCT.
7.2. Limit on the Amount of Damages Recoverable. Except as may be provided in an applicable Service Level Agreement, Classic SEO’s liability to Customer and its respective officers, directors, employees, agents, contractors, successor and assigns arising under or related to this Agreement and the Services provided hereunder shall be limited in all cases to direct damages which shall not exceed the amount of Fees paid by Customer under the applicable Order for the Services during the six (6) month period immediately preceding the event giving rise to the claim for damages.
7.3. No Liability for Certain Actions. Classic SEO shall not be liable to Customer for any claims or damages resulting from or caused by (a) unauthorized access to transmission facilities or premises equipment, or for unauthorized access to or alteration, theft, or destruction of data files, programs, procedure, or information through accident, wrongful means or devices, or any other method where such unauthorized access is due to Customer’s fault, negligence or failure to perform Customer’s responsibilities; (b) Customer’s fault, negligence or failure to perform Customer’s responsibilities; (c) claims against Customer by any other party; (d) any act or omission of any other party; or (e) equipment or services furnished by a third party. Classic SEO is not responsible for Customer Data or the content of any other information transmitted or received through the Services.
7.4. Limitation of Actions. Neither Party may bring any action, regardless of form, arising out of or relating to an Order or this Agreement more than three (3) months from the date on which the cause of action arose.
8.1. Agreement. This Agreement shall commence on the Effective Date and continue until the last Order expires or is terminated, unless this Agreement is sooner terminated in accordance with the terms of Section 9 (Termination) below.
8.2. Service Term. An individual Services term shall commence on the Effective Date and continue for the period of time specified on its Order (the “Initial Term”), unless sooner terminated in accordance with the terms of Section 9 (Termination) below. Thereafter, the Agreement will automatically renew, and Customer’s credit card or other selected payment method will be automatically charged, for successive one-year periods, or, if no such term is specified, the Agreement shall continue in effect, and Customer’s credit card or other selected payment method will be automatically charged, on a month-to-month basis at the then current month-to-month rates (the “Renewal Term”) unless either Party provides the other Party with written notice of its intention not to renew at least thirty (30) days before expiration of the current Service Term. The Initial Term and Renewal Term are sometimes individually and collectively referred to as the “Service Term.”
9.1. Termination for Cause. Either Party shall have the right to terminate this Agreement and/or any Order upon written notice to the other Party:
9.1.1. If the other Party defaults in the performance of any of its material obligations under this Agreement and such default continues for a period of thirty (30) days after receipt of written notice specifying the nature of the breach. In the case of nonpayment of fees, the cure period shall be ten (10) days.
9.1.2. If the other Party ceases conducting business in the normal course, admits its insolvency, makes an assignment for the benefit of creditors, or becomes the subject of any judicial or administrative proceedings in bankruptcy, receivership or reorganization (individually or collectively “Bankruptcy Proceedings”). For the avoidance of doubt, such Bankruptcy Proceedings shall not be subject to a cure period as described in Section 10.1.1.
9.1.3. If Customer defaults in the performance of any of its material obligations under this Agreement and fails to cure such default within the cure period specified above, Classic SEO may at its sole option do any or all of the following: (a) cease accepting or processing Orders and/or suspend Services; (b) cease all electronically and manually-generated information and reports; (c) draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; (d) terminate this Agreement and/or the applicable Order; or (e) pursue such other legal or equitable remedy or relief as may be available to Classic SEO. A nonpayment or other default by Customer resulting in the termination of the Agreement and/or applicable Order, shall entitle Classic SEO to collect from Customer the applicable early termination charges as described under Section 10.4, in addition to pursuing any other available remedy.
9.2. Termination for Convenience. Customers shall have the right to terminate any Order at any time for convenience by providing thirty (30) days’ written notice to Classic SEO and paying Classic SEO the early termination charges specified in Section 10.4 below. Termination shall be effective and the affected Services will be discontinued within thirty (30) days after Classic SEO receives the completed termination notice.
9.3. Change in Regulatory Requirements. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term or provision of this Agreement (collectively, “Regulatory Requirement”), then this Agreement shall be deemed modified in such a way as the Parties mutually agree is consistent with the form, intent or purpose of this Agreement and is necessary to comply with such Regulatory Requirement. Should the Parties be unable to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice, either Party may, to the extent practicable, terminate that portion of this Agreement impacted by the Regulatory Requirement, or if the entire Agreement is impacted, either Party may terminate the Agreement with no further obligation or liability hereunder, and Customer shall not be liable for an early termination charge hereunder.
9.4. Early Termination Charge. If the Services are cancelled or terminated prior to the expiration of the Service Term for any reason other than: (a) by Customer in accordance with the terms of the Order or Section 10.1, then Customer shall pay Classic SEO an early termination charge equal to:
9.4.1. for flat rated Services: one hundred percent (100%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the Service Term;
9.4.2. for prepaid Services: one hundred percent (100%) of the prepaid amount;
9.4.3. Any non-recurring fees Classic SEO incurs from other suppliers in connection with cancellation of the Services; and 10.4.4. Any outstanding invoices still owed by Customer. Such payment shall be due within sixty (60) days of termination.
9.5. Suspension. In addition to the rights and remedies set forth in this Agreement, Classic SEO may suspend some or all of the Services without liability to Customer if: (a) Customer fails to pay the applicable fees for the Services when due; (b) Classic SEO determines that the Services are being used, have been used, or will, with commercially reasonable certainty, be used in breach of this Agreement; (c) Customer fails to cooperate with an investigation of any suspected breach of this Agreement; (d) Classic SEO reasonably believes that the Services have been accessed or utilized in any way by a third party without Customer’s consent; or (d) suspension of services is reasonably necessary to protect Classic SEO’s hosting environment. Classic SEO will use commercially reasonable efforts to provide Customer advance notice of a suspension and a chance to cure the violation on which the suspension is based, unless Classic SEO determines, in its reasonable judgment, that an immediate suspension is necessary to protect Classic SEO’s network and its customers’ from an imminent, significant operational, network integrity or security risk. Suspensions based on Customer’s breach of this Agreement will not relieve Customer’s obligation to pay for the suspended Services during the period of suspension. Any suspension imposed under this Section will be lifted upon Customer’s cure of the breach causing the suspension. In the event the Customer is unable to cure the breach within fifteen (15) days of notice from Classic SEO, the suspension may be treated as a termination for Cause. During the suspension period, Classic SEO shall have the right to deny access to, and/or, destroy data stored on the compromised server or account. Classic SEO may at its own discretion allow access to a suspended account.
9.6. Service Credits. Upon termination of this Agreement for any reason, any unused Service credits or referral credits will be forfeited by Customer.