Terms and Conditions

 Terms of Services

Last Modified: 05/09/2025

This Terms of Services (“Agreement”) is entered into by and between Website Service 4 All, Inc., dba IMSMB, a California corporation, with offices at with offices at 2108 N St #9287, Sacramento, CA 95816 (“IMSMB,” “we,” “us,” or “our”) and you (“you” or “your”).

This Agreement contains the complete terms and conditions that govern your use of AI AUTO SEO, a social media SEO plugin for WordPress that uses OpenAI (ChatGPT) to optimize website content for search engines and social media platforms (collectively, the “Service“). Your use of the Service is also governed by our Privacy Policy, which is hereby incorporated by reference into this Agreement.

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY. THIS AGREEMENT BECOMES EFFECTIVE ON THE EARLIER (i) WHEN YOU CLICK THE CHECKBOX LABELED “I AGREE” TO THESE TERMS OF SERVICES; OR WHEN YOU EXECUTE AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, OR (iii) WHEN YOU ACCESS OR USE THE SERVICE AND THE AI AUTO SEO LICENSE (the “Effective Date“).

BY CLICKING THE CHECKBOX “I AGREE,” OR EXECUTING AN ORDER FORM THAT INCORPORATES THIS AGREEMENT BY REFERENCE, OR ACCESSING OR USING THE SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE THE LEGAL RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; (C) IF ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (D) ACCEPT THIS AGREEMENT ON YOUR OWN BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT, AND AGREE THAT YOU OR SUCH ENTITY, AS APPLICABLE, ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES ARISING UNDER THIS AGREEMENT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, OR SMALL CLAIMS, AND BY ACCEPTING THESE TERMS, YOU AND IMSMB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Changes. You are hereby put on notice that you are obligated to periodically review this Agreement to make yourself aware of any changes hereto and any continued use of the Service.

Children. You must be at least 18-years old to use the Service. By agreeing to the terms of this Agreement, you represent and warrant to us that you are at least 18-years old.

    • “AI Auto SEO License” shall have the meaning set forth in Section 2(a).
    • “Authorized User” shall mean you, your employee, or an independent contractor working for you in the ordinary course of your business who: (i) agrees to be bound by the terms of this Agreement; and (ii) are specifically authorized by you to access the Service.
    • “Data” shall mean input data and information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you or an Authorized User through the Service, including any output based thereon or derived therefrom, including, but not limited to, output data.
    • “Documentation” shall mean our user manuals, handbooks, and guides relating to the Services provided by us to you electronically or end user documentation relating to the Service available at https://autoseoguys.com.
    • “Fees” shall have the meaning set forth in Section 4.
    • “IMSMB IP” shall mean the Services, the AI Auto SEO License, Documentation, and any and all intellectual property provided to you or any Authorized User in connection with the foregoing. For the avoidance of doubt, IMSMB IP includes any information, data, or other content derived from monitoring your access to or use of the Services, but does not include your Data.
    • “Order Form” shall mean the attached Order Form Exhibit A that sets out a description of the Services and the commercial terms.
    • “Term” shall have the meaning set forth in Section 11(a).
  2. Limited License.
    • License. Subject to your payment of the applicable Fees and compliance with the terms of this Agreement, we hereby grant you a non-exclusive, non-transferable (except in compliance with Section 12(d)) AI Auto SEO license to install and use one object code copy of the software application provided as part of the Service for a single website during the Term (“AI Auto SEO License”). For clarity, your use is limited to the scope of Services, number of AI Auto SEO Licenses and the number of Authorized Users set forth in the Order Form. [The number of Authorized Users may not exceed the number of Licenses purchased.] Use of the Service and AI Auto SEO License is for internal purposes only.
    • Permissions. You represent and warrant that you have all necessary rights, permissions, and licenses for any content, data, or code you use with the Service and AI Auto SEO License. You agree to comply with all applicable third-party terms, including those from WordPress, OpenAI (ChatGPT), Google, and Meta.
    • Use of AI Services. Our Services use OpenAI’s ChatGPT. By using them, you agree to the following:
      • AI-generated responses may be inaccurate or incomplete. Use at your own risk.
      • Your input may be sent to and processed by OpenAI under its Terms of Use and Privacy Policy. You consent to this processing.
      • Do not enter personal or sensitive information unless you accept that it may be processed by OpenAI. We do not store such input and are not responsible for how OpenAI handles it.
      • You must be 18 or older to use the Services.
      • You may not use the Services to create or share illegal, harmful, or deceptive content, or in any way that violates OpenAI’s Usage Policies.
    • Authorized User. Access to the Service and AI Auto SEO License are limited to a single Authorized User for the display and retrieval of the Service on your or your customer’s [website / the WordPress] Such use does not extend to multiple applications for the display or retrieval of content within the Service or AI Auto SEO License. Use is further limited to a single AI Auto SEO License and may not be extended to additional websites or users without purchasing additional AI Auto SEO Licenses. You shall have no right pursuant to this Agreement to distribute the Service or AI Auto SEO License in whole or in part over the internet, or via email or instant messaging (other than as set forth in Section 2), via an intranet, personal digital assistant, wireless application protocol, short message service or radio system. Nothing in this Agreement shall obligate us to provide the Service to you after expiration of the Term.
    • Restrictions on Use. You shall not use the AI Auto SEO License for any purposes beyond the scope of the Services. You shall not at any time, directly or indirectly, and shall not permit any Authorized User to: (i) copy, modify, or create derivative works of the Service, AI Auto SEO License or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service, AI Auto SEO License or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service or AI Auto SEO License, in whole or in part; (iv) remove any proprietary notices from the Service, AI Auto SEO License, or Documentation; or (v) use the Service, AI Auto SEO License or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
    • Reservation of Rights. We reserve all rights not expressly granted to you in this Agreement. Except for the limited right and license expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to our IMSMB IP.
    • Suspension. Notwithstanding anything to the contrary in this Agreement, we may temporarily suspend your and any Authorized User’s access to any portion or all of the Service if: (i) we reasonably determine that (A) there is a threat or attack on any of the IMSMB IP; (B) your or any Authorized User’s use of the IMSMB IP disrupts or poses a security risk to the IMSMB IP or to any other customer or vendor of ours; (C) you or an Authorized User is using the AI Auto SEO License, IMSMB IP or Service for fraudulent or illegal activities; (D) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) our provision of Service to you or any Authorized User is prohibited by applicable law; (ii) any vendor of ours has suspended or terminated our access to or use of any third-party services or products required to enable us to perform the Services; or (iii) in accordance with Section 4(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). We shall use commercially reasonable efforts to provide written notice of any Service Suspension to you to provide updates regarding resumption of access to the Services following any Service Suspension. We will use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. We will have no liability for any damages, liabilities, losses (including any loss of data or profits), or any other consequences that you or any Authorized User may incur as a result of a Service Suspension.
  3. Account Registration and Security. To access and use the Services, you must register for an account and will designate an Authorized User under its subscription. The Authorized User must maintain separate login credentials, and account credentials may not be shared or used by more than one individual. You are responsible for ensuring that only the designated Authorized User access the Services and for maintaining the confidentiality and security of all login credentials. You are solely responsible for all activities that occur under its accounts, including the actions of its Authorized User. You agree to promptly notify us of any actual or suspected unauthorized access or use of any account or credentials.
  4. Fees and Payment.
    • Fees. You shall pay us fees set out on the Website or the Order Form (“Fees“). You shall make all payments using the payment method specified in your account in US dollars on or before the due date set forth in the Order Form. If you fail to make any payment when due, without limiting our other rights and remedies: (i) we may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) you shall reimburse us for all costs incurred by us in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, we may suspend your and your Authorized User’s access to any portion or all of the Services until such amounts are paid in full.
    • Third Party Pricing Adjustment.

      The fees for Services are based in part on usage of third-party application programming interfaces (“Third-Party Services”), including but not limited to OpenAI’s API. Client acknowledges that pricing for such Third-Party Services is determined by the applicable third-party provider and is subject to change at any time without notice to you.

      IMSMB reserves the right to adjust its fees automatically and immediately to reflect any changes in the cost of Third-Party Services, including changes in per-token pricing, usage fees, or related charges imposed by OpenAI or other providers. Such adjustments will take effect on the date the corresponding third-party pricing change becomes effective.

      You agree that IMSMB shall not be liable for any increase in fees resulting from changes in Third-Party Service pricing.

    • Taxes. All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on our income.
    • Auditing Rights and Required Records. You agree to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of 2 years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. You also agree to maintain complete and current records of all Authorized Users during the same period. We may, at our own expense, on reasonable prior notice, periodically inspect and audit your records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that you have underpaid us with respect to any amounts due and payable during the Term, you shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 4(a). You shall pay for the costs of the audit if the audit determines that your underpayment equals or exceeds 5% for any quarter. Such inspection and auditing rights will extend throughout the Term and for a period of 2 years after the termination or expiration of this Agreement.
  5. Intellectual Property Ownership; Feedback.
    • IMSMB IP. You acknowledge that, as between you and us, we own all right, title, and interest, including all intellectual property rights, in and to the IMSMB IP.
    • Data. We acknowledge that, as between us and you, you own all right, title, and interest, including all intellectual property rights, in and to your Data.
    • Feedback. If you or any of you employees or contractors sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to our Services or IMSMB IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), we are free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby assign to us on your behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
  6. Confidential Information. From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party shall promptly 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. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  7. Compliance with Laws. You will, and will ensure that you and your Authorized User will, abide by all applicable local, state, national, and foreign laws, treaties and regulations in connection with your use of the Service and AI Auto SEO License.
  8. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE, AI AUTO SEO LICENSE, CONTENTS THEREIN, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS AND WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICE, AI AUTO SEO LICENSE, IMSMB IP, OR ANY PRODUCTS, RESULTS, OR OUTPUT DERIVED FROM THE USE THEREOF, INCLUDING ANY INFORMATION OR DATA GENERATED BY ARTIFICIAL INTELLIGENCE (AI) WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE ERROR FREE, OR WILL BE ACCURATE, COMPLETE, SECURE, COMPATIBLE WITH ANY SYSTEMS OR SOFTWARE, OR FREE OF HARMFUL CODE.
    • Indemnification. You shall indemnify, defend, and hold us harmless from and against any and all losses, damages, liabilities, and costs (including attorneys’ fees) (“Losses”) incurred by us arising out of or relating to any third-party claim, suit, action, or proceeding (“Third-Party Claim”) based on:
      • A claim that your Data, or any use of your Data in accordance with this Agreement, infringes or misappropriates a third party’s intellectual property rights; or
      • Any of the following acts or omissions by you or any Authorized User: (A) Negligence or willful misconduct; (B) Use of the Service or AI Auto SEO License in a manner not authorized by this Agreement; (C) Use of the Service or AI Auto SEO License in combination with data, software, hardware, equipment, or technology not provided by or authorized in writing by us; (D) Modifications to the Service or AI Auto SEO License not made by us; or ( E) Reliance upon or use of any output or content generated by the Service or AI Auto SEO License, including AI-generated results, for purposes not intended or permitted by this Agreement.
    • No Settlement without Consent. You may not settle any Third-Party Claim against us without our prior written consent. We reserve the right, at our option, to assume the defense of any such Third-Party Claim or to participate in the defense thereof with counsel of our own choosing.
  9. Limitation of Liability. IN NO EVENT WILL WE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (e) COST OF REPLACEMENT THE AI AUTO SEO LICENSES, SERVICES, OR GOODS; OR (f) RELIANCE ON OR USE OF ANY INPUT, OUTPUT, OR CONTENT GENERATED BY THE SERVICES AND AI AUTO SEO LICENSES, INCLUDING AI-GENERATED RESULTS, FOR ANY PURPOSE, OR ANY USE OUTSIDE THE SCOPE PERMITTED BY THIS AGREEMENT. IN EACH CASE REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO US UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100, WHICHEVER IS LESS.

YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY, APPROPRIATENESS, AND LEGAL COMPLIANCE OF ANY RESULTS GENERATED BY THE SERVICES AND AI AUTO SEO LICENSE AND THAT WE SHALL HAVE NO LIABILITY ARISING FROM ANY SUCH RELIANCE OR USE.

  1. Term; Termination.
    • Term. The term of this Agreement begins on the Effective Date and continues for the period set out in the Order Form (the “Term“). If applicable, Services and that are specified in the Order to automatically renew unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least 30 days prior to the expiration of the then-current services period.
    • Termination. In addition to any other express termination right set forth in this Agreement:
      • We may terminate this Agreement, effective on written notice to you, if you: (A) fail to pay any amount when due hereunder, and such failure continues more than 30 days after our delivery of written notice thereof; or (B) breach any of your obligations under Sections 2, 4, and 6;
      • Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or
      • Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    • Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, you shall immediately discontinue use of the Service, including our AI Auto SEO License and IMSMB IP and, without limiting your obligations under Section 6, you shall discontinue use of the Service and AI Auto SEO License and delete, destroy, or return all copies of our IMSMB IP and certify in writing to us that our Service, AI Auto SEO License and IMSMB IP has been deleted or destroyed. No expiration or termination of this Agreement shall affect your obligation to pay all Fees that became due prior to such expiration or termination. For the avoidance of doubt, you shall not be entitled to any refund of Fees paid, or any waiver of unpaid Fees, under any circumstances, including in the event of early termination.
    • Survival. This Section 11(d) and Sections 1, 2, 4, 5, 6, 7, 8, 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
    • Notice. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) must be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party; and (ii) if the party giving the Notice has complied with the requirements of this Section.
    • Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Order Form and Exhibits, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Order Forms, Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Order Form and Exhibits; (ii) Second, the Exhibits to this Agreement; and (iii) third, any other documents incorporated herein by reference.
    • Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless expressly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    • Assignment. You may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without our prior written consent. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
    • Independent Contractor. We are acting in performance of this Agreement as an independent contractor.
    • Binding Effect and Third-party Beneficiary. Except if specifically stated in this Agreement, neither party, nor any of their respective employees or agents, will have the power or authority to bind or obligate the other party. No third party is a beneficiary of this Agreement.
    • Equitable Relief. You acknowledge and agree that a breach or threatened breach by you of any of your obligations under Section 6 or, in the case of you, Section 2, would cause us irreparable harm for which monetary damages would not be an adequate remedy and agree that, in the event of such breach or threatened breach, we will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
    • Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    • Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted in the federal courts of the United States or the courts of the State of California in each case located in the City of El Cajon and County of San Diego, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
    • Dispute Resolution or Small Claims Lawsuit. If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to first attempt to resolve the dispute through informal mediation. If the dispute cannot be resolved through informal mediation within 30 days, the parties agree to proceed with binding arbitration, administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration will take place in El Cajon, California, and the judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Notwithstanding the above, either party may file a dispute in small claims court if the dispute meets the requirements for small claims jurisdiction and if such action is appropriate under applicable law. Any such small claims action must be brought exclusively in a court located in El Cajon, California.

  • Force Majeure. Any failure or delay by us in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, and quarantines, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States or any nation where the obligations under this Agreement are to be executed, strikes, supplier and third-party failure, lockouts, or labor difficulties, or any similar cause beyond our reasonable control.
  • Export Compliance Assurances. You acknowledge that your use of the Service and AI Auto SEO License are subject to the US government export control and economic sanctions. You represent and warrant that you, and your Authorized Users will not directly or indirectly export, re-export, transfer or release any Service and AI Auto SEO License to any destination, person, entity or end use prohibited or restricted under US laws without respective prior US government authorization to the extent required by applicable regulation.

Exhibit A

Order Form.

 

Subject to the terms of the Agreement, we will provide:

  1. Service: AI Auto SEO social media SEO plugin for WordPress that uses OpenAI (ChatGPT) to generate and optimize website content for search engines and social media platforms using the AI Auto SEO License.
  2. Term and Renewal (if applicable): 1 Year; Auto Renewed unless cancelled in advance.
  3. Fees: As provided on https://autoseoguys.com/pricing
  4. of Authorized Users:
  5. No of AI Auto SEO Licenses to allow for installation on Websites for a customer: As per selected on checkout at https://autoseoguys.com