These Terms of Service for SEO AI Audits are entered by and between ONELY, LLC, a Texas limited liability company (the “Company” or “Onely”), and You (the “Customer”), collectively referred to as “Parties” or individually, “Party.” The following terms of service, together with any documents they expressly incorporate by reference (collectively, “ToS”), govern your use of the SEO AI Audit Services the Company provides to You (the “Services”).
Company shall provide certain services of AI SEO Audit, which will provide guidance on how to maximize chances of getting into SGE (Search Generative Experience) results (the “Services”).
A questionnaire requesting certain information from the Customer is set forth on https://www.onely.com/services/ai-seo-audit/ (the “Form”) and shall be completed by Customer prior to the provision of the Services. Company reserves the right to revise such Form as it deems appropriate to provide the Services.
Upon receipt of the payment, Company shall commence preparations of an audit and provide a comprehensive report (in pdf format) to Customer within 7 business days. For the avoidance of doubt, the Service does not include any direct consultation with Onely specialists. Such consultation may be available upon request for an additional fee which shall be separately priced for the Customer.
To perform the Service, the Client needs to provide the following to the Company:
- Google Search Console access is granted to the email [email protected];
- correct domain address;
- correct email address;
- website crawlability;
Company reserves its right only to perform the Services if the data provided by the clients on the Form are correct and Company does not encounter any unforeseen difficulties, including but not limited to the website is not yet publicly accessible, limited service availability, or other issues that prevent Company from carrying out the Services. Company shall refund the fees excluding its operational costs, in the amount of 30 USD.
2. Terms of Payment
2.1The Customer hereby agrees to pay to the Company a one-time fee of $1999 prior to the provision of the Services.
2.2 All payments to be made by Customer to the Company hereunder shall be made in USD (United States Dollars) via the Stripe.com payment processing platform.
2.3 All fees paid hereunder are non-refundable and the amount of any such fee(s) is confidential.
2.4 All invoices hereunder shall be sent in PDF format via electronic mail.
2.5 The Company shall send invoices by email in a way that ensures the authenticity, integrity, and legibility of any such invoice.
2.6 The Company may, from time to time, provide promotional discounts and promo codes (the “Discounts”). Any and all terms and conditions of such Discounts shall supplement and supersede any conflicting terms of this ToS. Any Discount is limited to one domain and one email address or as further set forth in the Discount terms and conditions.
3. Confidential Information; Non-Disclosure
3.1 In order to perform each Party’s obligations under these ToS, the Parties understand and agree that certain proprietary and confidential information of each Party, including but not limited to all documents, recommendations, and reports provided by the Company to the Customer hereunder (“Confidential Information”) may need to be disclosed by one Party (a “Disclosing Party”) to the other (a “Receiving Party”). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party or any of its representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its representatives before being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed under applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction.
3.2 The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Receiving Party shall be responsible for any breach of this Section caused by any of its representatives.
3.3 At any time during or after the term of this Agreement, at the Disclosing Party’s written request], the Receiving Party shall promptly return and shall require its Representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its representatives to prevent the breach or threatened breach of this Section and to secure its enforcement.
3.4 The Customer hereby grants the Company the right to use any Customer information that is not Confidential Information, including the Customer’s name or logo, for the Company’s own marketing purposes (e.g. use on the Website, in social media, and the Company’s portfolio) in order to showcase completed projects. Moreover, upon satisfactory completion of the project, the Customer agrees to write a review and serve as a reference for the Company.
4.1 The Parties understand that the reputation and goodwill (collectively the “Goodwill”) of each Party is important to such Party’s success and growth and that any damage to a Party’s Goodwill can cause irreparable harm. Therefore, the Parties hereby agree to undertake all necessary action, including legal action, to safeguard and protect the Goodwill of the other Party and additionally to notify the other Party in writing immediately of any event which such Party reasonably believes may affect the Goodwill of the other Party.
The Customer hereby acknowledges the following information concerning the Services provided under these ToS:
5.1 The Company has no control over the rules and ranking algorithms of Search Engines with respect to websites and/or content that is accepted now or in the future. The Website may be removed from any Search Engine at any time at the discretion of the Search Engine, which is out of the Company’s control. “Search Engine” shall mean computer software used to find documents (web pages) on the World Wide Web.
5.2 Due to the variability of ranking factors, evolving Google search algorithms, and other activities carried out by competitors, the Company cannot guarantee the achievement of specific, positive, or negative results of optimization activities for any keywords.
5.3 The Company is not responsible for the rankings, traffic, or indexing of the Website. Therefore, the Customer understands that the advice and provided by the Company under these ToS represents the professional opinion of the Onely team only and are not a guarantee of specific results or commercial benefit.
5.4 All work performed by the Company hereunder shall be as an independent contractor. Nothing in these ToS is intended to form a partnership, joint venture, or other association of any kind which could be construed to bind or render one Party liable for the actions of the other whether in contract or tort nor is anything in these ToS intended to form a partnership or joint venture of any kind for federal or state tax purposes.
5.5 The Company may delete documents, recommendations and reports prepared as a result of the performance of the contract after the lapse of 6 (six) months from the termination of the cooperation with the Customer.
6.1 You agree to defend, indemnify, and hold harmless Onely, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these ToS.
7. Limitation of Liability
7.1 To the fullest extent provided by law, Onely shall not be held liable for improper / part performance or non-performance of these ToS if such improper or non-performance is a result of force majeure. Force majeure shall be deemed as an extraordinary external occurrence which could not be foreseen at the time of requesting the Services or which Onely could not prevent. Within the meaning of these ToS, “Force Majeure” includes, but is not limited to, any act(s) or omission(s) of government authorities, cyber-attract(s), strike(s), lockout(s), war(s), blockade(s), uprising(s), riot(s), epidemic(s), earthquake(s), fire(s) and flood(s).
7.2 Onely’s liability for damages resulting from improper or non-performance of these ToS or the Services including any direct and / or indirect liability in any and all cases shall be limited to factual damage incurred by the Customer. This shall mean that liability does not extend to the loss of benefits, loss of income, loss of production, damages resulting from losing any contract and / or client, and any other indirect, consequential damage or loss other than the damage directly related to Onely’s Services, and cannot exceed the amount of net remuneration of Onely for the Services.
8. Materials; Intellectual Property
8.1 All rights, titles, and interest in and to the Services provided to the Customer by Company under this Agreement, including all Intellectual Property Rights therein, shall be the sole property of the Customer and may be used for the Customer’s purposes and in the Customer’s sole discretion.
8.2 For the purposes of this Agreement, “Intellectual Property Rights” shall mean all (a) patents, patent applications, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all the goodwill associated therewith (whether registered or not), (c) copyrights and copyrightable works (whether registered or not), (d) trade secrets, know-how, data, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extension of, such rights, and all similar or equivalent rights or forms of protection anywhere in the world.
8.3 For the avoidance of doubt, the Parties acknowledge that:
8.3.1 the Customer shall remain the owner of the Website, its services, applications, works and contents, business name, and all Intellectual Property Rights therein;
8.3.2 Onely shall retain all ownership of all Intellectual Property Rights in all documents, data, know-how, methodologies, software, and other materials provided by or used by Company in connection with performing the Services under this Agreement, in each case developed or acquired by the Company independently of this Agreement, as well as all trademarks and associated goodwill of the Company that has not been created in connection with the Services.
8.4 The Company agrees that with respect to any copyrights in and to the Services that may qualify as “work made for hire” as defined in 17 U.S.C. § 101, such copyrights in and to the Services are hereby deemed a “work made for hire” for Customer. To the extent that any copyrights in and to the Services do not constitute a “work made for hire”, Company hereby irrevocably assigns, without additional consideration, all right, title, and interest throughout the world in and to such copyrights, including all Intellectual Property Rights therein. The copyrights in and to the Services deemed a “work made for hire” referred to above shall include the benefits for the Customer to exercise derivative copyrights, including the exclusive right of the Customer to permit the exercise of the derivative copyright, including, in particular, the right to modify any copyrightable works resulting from the Services without the prior consent of Onely, including, translation, alteration, adaptation, re-arrangement or any other changes and adaptations of such copyrightable works, their division into parts and combination with other works and use of such derivative works in all fields of use defined in this section.
8.5 The Parties warrant that their respective Intellectual Property Rights in and to the Services shall not be encumbered by rights of third parties, in particular, that such rights shall not be limited in a way that could affect (a) the granting of licenses, or (b) either Party’s respective scope or the right to use the Services. Neither Party shall be responsible for faulty or incorrect works or source materials in the Services, or any other information, contents, or data provided by the other Party or for their impact on the performance of these ToS.
9.1 The Company disclaims liability to non-Consumer Customers for defects.
9.2 In relation to the Consumer, the Company shall be liable for the non-conformity of the Product under the terms of the Law of May 30, 2014, on Consumer Rights and other special provisions applicable to the Company resulting from Polish law.
9.3 Non-compliance of the Product with the Contract occurs in particular when:
a) Its description, type, quantity, quality, completeness, functionality, compatibility, interoperability, and availability of technical support and updates do not remain in accordance with the Contract,
b) The Product is not suitable for the purposes for which digital content or a digital service of this type is normally used, taking into account applicable laws, technical standards, or good practices;
c) The File has technical defects caused by reasons attributable to the Company.
9.4 Please send all disruptions in the functioning of Services, comments and suggestions under the Services and complaints by e-mail to [email protected]. The Company shall consider complaints within 14 calendar days from the date of receipt of the complaint in the case of a Consumer.
9.5 The Company will inform the Customer about the resolution of the reported complaint through an e-mail sent to the address indicated by the Customer during registration.
9.6 The complaint should include the Customer’s name and surname (so that the Company can identify the person making the complaint) and a description of the objections to the way the Services were provided.
10. Disclaimer of Warranties
10.1 TO THE FULLEST EXTENT PROVIDED BY LAW, ONELY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
11. Miscellaneous Provisions
11.1 Entire Agreement. Unless specifically provided herein, these ToS contain all of the understandings and representations between the Parties with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter of these ToS.
11.2 Governing Law and Jurisdiction. These ToS shall be governed by and construed in accordance with the Law of Poland, and Polish Law shall apply, without giving effect to any choice or conflict of law provision or rule (whether of the country of Poland or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these ToS shall be instituted exclusively in the Common Court of Poland, although we retain the right to bring any suit, action, or proceeding against you for breach of these ToS in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
11.3 Enforceability. If any provision of these ToS are held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of these ToS are held to be unenforceable, such holding shall not affect the validity of the remainder of these ToS. report shall be reissued or fully / partially refunded.
11.4 Captions & Headings. Captions and headings of the sections and paragraphs of these ToS are intended solely for convenience.
11.5 No Waiver. No waiver of any breach by the other Party hereto shall be deemed to be a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure or delay by either party in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.