UPDATED: October 23, 2017


By using this website (the “Site”), IDXSEO, or any other products and services provided through this Site and Talega Systems LLC, you (“you,” “your,” "party" or “User”) agree to the following terms and conditions provided by Talega Systems LLC (“Talega,” “us,” “our,” “we”, or “Talega Systems”). This Agreement between us and User supersedes all previous written and oral agreements, representations, and warranties. If you do not wish to agree to these terms of service (the “TOS” or “Agreement”), please refrain from using the Site and our products and services and related sites.


Please note: In this document the terms “upgrades” and “updates” are synonymous. The term “support” only refers to technical support.


1. GENERAL

Talega owns and licenses the IDXSEO plugin for use on WordPress-based real estate websites. We provide support and updates in addition to the IDXSEO plugin, based on the license purchased. We also provide other software product licenses and extension licenses for our software products, each of which may have its own license for updates and support. You must have the latest release of WordPress on your website to use IDXSEO. IDXSEO is delivered with several plugins of which some will require you to license and pay for them separately from IDXSEO subscription license fees. The initial delivery of IDXSEO contains plugins which have been pre-licensed by Talega and those licenses will pass to you to maintain for annual fees and independent support services. Users also have access to the IDXSEO closed Facebook IDXSEO Mastermind Group and the private IDXSEO Support Forums where you may interact with other IDXSEO users.


2. USER/PARTY CONDUCT

All Users are required to abide the following rules of conduct.

• You must provide accurate information on your User profile.

• You are responsible for protecting your IDXSEO software and support and maintenance license keys. Do not share this information with others.

• IDXSEO Forums and Facebook IDXSEO Mastermind Group should only be used for professional purposes.

• Your subscription gives you permission to use our IDXSEO license on your site for a single url for a finite period defined in the license terms. Do not attempt to copy, distribute, reverse engineer, or make derivative works based on our intellectual property.


Your IDXSEO license can be used for multiple agent websites under your broker with a written agreement; however, monthly maintenance and support fees will apply PER URL. IDXSEO is specifically licensed to a broker or to an agent with broker permission. For a broker, all agents using IDXSEO under that broker are licensed at the broker level for IDXSEO. If the agent changes their broker or brokerage they cannot carry the IDXSEO license with them. Violations of this policy will result in immediate termination of the IDXSEO license for that agent and deactivation of their IDXSEO software. Continued use of IDXSEO by a terminated licensee will be considered theft and all civil/criminal legal avenues will be pursued.


• You may not use this Site or our products and services to abuse, harass, or defame anyone.

• You may not use this Site or our products and services to do anything unlawful, misleading, malicious, or discriminatory.

• You may not post spam or upload viruses or other malicious code to this Site or the IDXSEO Facebook Mastermind Group. You may not do anything that is designed to disable, overburden, or interfere with the normal working of the Site.

• You may not use IDXSEO to violate anyone’s intellectual property rights.


You or your technical support staff/services may not alter, remove or distribute ANY IDXSEO configuration files, code, or settings on your website(s).

We have all rights to monitor any Site including social media sites, but we can, and we may remove anything that a User posts for any or no reason. Allowing a User to use IDXSEO is not an endorsement by Talega of that User’s skills, qualifications, or expected performance. Users are not employees, independent contractors, or agents for us.


3. IDXSEO SOFTWARE AND PLUGIN SUBSCRIPTION

The IDXSEO suite of software and plugins are available by license subscription only, on a non-exclusive basis, by purchasing a license. Talega reserves the right to discount IDXSEO from time to time and no retroactive refunds will be issued under such circumstances. Please see our Buy Now page for our current offers when a Buy Now function is shown on the IDXSEO website. Payments are processed using Stripe, PayPal, and other Easy Digital Downloads payment services. At the end of your subscription period which can be monthly, quarterly or annually depending upon the license agreement, you will need to renew your subscription to continue to receive updates and support. If you do not renew your subscription, you may NOT continue to use IDXSEO on your site and you will not be eligible to receive updates or support until you purchase another subscription. Any IDXSEO software and related plugins must be kept current for updates. Without updates, your version of IDXSEO may fail to perform properly due to conflicts with new versions of WordPress and/or other plugins. By purchasing an IDXSEO subscription for a license, you agree to abide by these sites’ terms as well. Additionally, by purchasing subscriptions to the plugins that comprise the IDXSEO suite of products, you are responsible for ensuring those plugins are maintained and kept current. Failure to keep ALL IDXSEO suite of plugins current will void your IDXSEO maintenance and support services agreement. We never have access to your credit card information. You are NOT permitted to remove, replace or alter ANY IDXSEO software and related plugins installed by Talega or later changed/replaced/installed by Talega as part of the overall IDXSEO software suite. All payment obligations are non-cancelable and all amounts paid are non-refundable beyond the initial fifteen (15) Agreement date. No installation or other services will be initiated or provided until the required initial fee has been paid and collected by Talega.


We reserve the right to modify or discontinue any license at any time. Prices of all products and services are subject to change at any time without notice. License and Support Subscriptions can be canceled at any time. We will consider issuing a refund if requested within the first fifteen days after purchasing a license minus our standard installation fee. After the initial fifteen days, no refunds will be issued. The installation fee can vary per installation and will be itemized as part of your IDXSEO license subscription agreement. Talega at its own discretion my require you to pay for 3rd party plugin licenses and you will be responsible for ensuring those licenses are renewed and remain current. Any 3rd party IDXSEO plugin that becomes deactivated or terminated is subject to this Agreement and licenses being terminated by Talega for ALL IDXSEO Software and related 3rd party plugins.

Talega may increase fees for future renewal terms by giving You at least sixty (60) days’ prior written notice of the increase. Payment of license and support subscription fees will be due within fourteen (14) days after the date of the invoice, except where this Agreement expressly prescribes other payment dates. All payments must be made in US dollars. A late fee of $50 dollars will be applied to license and subscription fee User accounts after the fourteen (14) days payment period. For any outstanding balance, User accounts regardless of being cancelled will accumulate monthly interest of 18% APR until fully paid.


4. IDXSEO SOFTWARE AND PLUGIN LICENSE

By purchasing a license to use the IDXSEO plugin, you will be granted a limited, non-exclusive, non-sub-licenseable, subscription-based license to use this plug-in on the number of websites indicated in your license. This license is intended to be used solely on the license holder’s website(s). You may not resell, alter or distribute your IDXSEO plugin license or IDXSEO software suite licenses which will contain 3rd party plugins. The license key is only transferable by contacting us and requesting an official transfer of the license to a new owner. Transfers are subject to a $300 license transfer fee per activated site. The license expiration date is defined in your license terms. With the purchase of any license from Talega, you grant Talega the right to monitor use of its licenses at any time without notice. The license for IDXSEO support and updates is separate from the license for the plugin itself. The support and updates license is also limited, non-exclusive, non-sub-licenseable, subscription-based. You may not resell or share the key or access to your support license key.


5. TECHNICAL SUPPORT

Technical support ("support") is available to Users who purchase support services from us and are current with their account balance. All requests for support and maintenance assistance must be submitted through our Support ticket services via the menu item labeled Support on IDXSEO.com. Talega makes no promises or guarantees regarding the time needed to resolve support issues. IDXSEO support issues involve many components, including WordPress and several 3rd party plugins, which may require significant time to research, analyze, test, and release updates. 3rd party plugin support is provided by the 3rd party and not by Talega; however, Talega will coordinate support issues with the 3rd party plugin on your behalf. No timing guarantees will be made for how responsive 3rd party plugin support services will be. Talega is not responsible for any 3rd party plugin’s failure to correct any software bug, impact on your business, loss of business revenue, support issue, poor response time to resolve bugs or support issues or the 3rd party plugin ceasing operation. Users must deactivate all plugins outside of the IDXSEO software suite on their site except IDXSEO and its suite of plugins prior to submitting a support request to determine if another plugin is causing problems with IDXSEO. 


Users may not post content from the IDXSEO support Forums on any external websites, except for the IDXSEO Facebook Mastermind Group. Users MAY NOT post SEO techniques provided by Talega Systems to you, Talega software plans or Talega software maintenance and future update discussions other than on the IDXSEO Facebook Mastermind Group page or the IDXSEO/Talega Support Forums https://talegasystems.freshdesk.com. Technical support is provided Monday through Friday (8:30am - 6:00pm PST). Weekends, holidays and after hours Technical support will be available on a limited basis depending on the level of severity of the support request.


If Talega discovers a support issue isn't relevant to IDXSEO or its software plugin suite as initially implemented when you purchased IDXSEO, Talega will notify you. At that time, Talega will discuss technical support services and technical support fees in effect at that time to resolve your support issue.  Talega is not responsible for any MLS RETS data and image feed malfunction, missing images, missing listings, outage, duplication of data or images via their feeds, slow response, or cancellation of your MLS RETS data or image feeds by your MLS for any reason. 


6. IDXSEO BETA PRODUCT

From time to time, IDXSEO may release a beta version of its software suite and plugin. Under no circumstances are posts to be made anywhere on social media or elsewhere that discusses the IDXSEO beta product, support issues or functions/features. Beta versions will be provided to a select group of users at the sole discretion of Talega. Beta users will be provided a special forum upon which discussion and issue posts may be made.


7. LINKS

We may provide links to other websites on this Site. Providing a link, however, is not an endorsement. We shall not be responsible for any material on any site to which we provide a link. User assumes all risk by following a link. Talega provides no guarantee that any website it links to will be accurate or available.


8. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

Talega retains all intellectual property rights in IDXSEO and all its content published on this Site. Users may request permission to use or repurpose our content by contacting us at admin@talegasystems.com. “IDXSEO” and “Talega Systems” and its logo are trademarks owned by Talega and may not be used without our explicit written permission. Any violation of this policy may result in a copyright, trademark or other intellectual property right infringement that may subject User to civil and/or criminal penalties.


You and any party you hire to support IDXSEO's plugin and suite of software agrees: (i) not to disclose any Confidential Information to any third parties except as mandated by law and except to those Talega subcontractors providing Support and Services hereunder who agree to be bound by confidentiality obligations no less stringent than those set forth in this Agreement; (ii) not to use any Confidential Information for any purposes except carrying out such party’s rights and responsibilities under this Agreement; and (iii) to keep the Confidential Information confidential using the same degree of care such party uses to protect its own confidential information; provided, however, that such party shall use at least reasonable care. These obligations shall survive termination of this Agreement. If a party breaches any of its obligations with respect to confidentiality or the unauthorized use of Confidential Information hereunder, the other party shall be entitled to seek equitable relief to protect its interest therein, including but not limited to, injunctive relief, as well as money damages.


9. DIGITAL MILLENNIUM Copyright Act (DMCA) POLICY

Talega will comply with any properly submitted DMCA takedown and counter takedown notices we receive (17 U.S.C. § 512). If you believe that your copyrighted work has been copied and posted on the Site in a way that constitutes copyright infringement, you must contact our DMCA Agent at the following address: Talega Systems LLC; Attn: DMCA/Copyright Agent; 3720 Vanishing Point Street, Las Vegas, NV 89129 or support@talegasystems.com.


 10. INDEMINIFICATION

User agrees to defend, indemnify, and hold harmless Talega, its affiliates, partners, Support services and their respective directors, officers, employees, and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to any activity by User in connection with Talega's software products including IDXSEO and its related suite of software. To the extent permitted under applicable laws, User hereby releases Talega from any and all claims or liability related to any product or service provided through the Site or by Talega, its partners and affiliates and any conduct or speech, whether online or offline, of any other User.


11. DISPUTE RESOLUTION

By using this Site, User agrees that any claim, dispute, or controversy User may have against us arising out of, relating to, or connected in any way with this Agreement, or this Site, shall be resolved exclusively in a court located in Clark County, Nevada. Nevada law shall govern all disputes related to this Site. Additionally, the User agrees that the most the User can collect from us in damages is the amount paid to Talega for subscription fees per the licensed term of monthly, quarterly or annually. The initial up-front one-time and installation fees paid to acquire an IDXSEO license is excluded from any and all damages that a User can collect. In all claims, disputes, and controversies related to this Agreement or this Site, the prevailing party’s attorneys’ fees will be paid by the other party in addition to any damages assessed against them. User agrees they may not bring a claim on behalf of themselves and shall not file a class action lawsuit against Talega.


12. MODIFIED TERMS OF SERVICE

We reserve the right at any time to discontinue this Site, change the services provided through this Site, or modify any of our TOS as we deem necessary or desirable. We may notify Users of changes by posting notice of a change on the Site. Changes to this Agreement may occur, however, without notice. Any changes to this Site or the TOS will be effective upon the changes being made to this Site. Continued use communicates acceptance by User of the new services and/or TOS. If we are changing our product offerings or subscription prices, we will post notice of the expected changes 30 days prior to these changing going into effect. We suggest, therefore, that you re-read our TOS periodically in order to stay informed as to any such changes. The date at the top of this Agreement will inform you of the date of the most recent change. Any use of the Site by User after the changes shall be deemed to constitute acceptance by User of such modifications.


13. WARRANTY DISCLAIMER

USER EXPRESSLY AGREES THAT USE OF THIS SITE AND ITS PRODUCTS AND SERVICES ARE AT USER’S SOLE RISK. NEITHER TALEGA, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE IDXSEO SOFTWARE AND SOFTWARE SUITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (1) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE IDXSEO SOFTWARE AND SOFTWARE SUITE OR (2) THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED BY TALEGA AND ITS AFFILIATES AND SUPPORT STAFF. THIS SITE, IDXSEO SOFTWARE AND SOFTWARE SUITE ARE MADE ACCESSIBLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TALEGA HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.


Each party represents and warrants to Talega that, as of the date hereof: (i) it has full power and authority to execute and deliver the Agreement; (ii) the Agreement has been duly authorized and executed by an appropriate officer, director or employee of such party; (iii) the Agreement is a legally valid and binding obligation of such party; and (iv) its execution, delivery and/or performance of the Agreement does not conflict with any agreement, understanding or document to which it is a party.


14. LIMITATION OF LIABILITY AND EXCLUSION OF CONSEQUENTIAL DAMAGES

IN NO EVENT SHALL TALEGA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, LOSS OF BUSINESS REVENUE, LOSS OF PROFITS, LOSS OF DATA, LOST BUSINESS OPPORTUNITIES, PLACEMENT OF YOUR WEBSITE IN SEARCH ENGINES, INTERRUPTION OF BUSINESS, REPLACEMENT OF IDXSEO SOFTWARE AND SOFTWARE SUITE, REPLACEMENT OF YOUR WEBSITE, LOSS OF LEADS, MLS COMPLIANCE ISSUES, CONSUMER COMPLAINTS ABOUT WEBSITE CONTENT, CONSUMER COMPLAINTS ABOUT YOUR WEBSITE LISTINGS AND RELATED DATA OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDLESS OF THE THEORY OF LIABILITY, EVEN IT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


15. DISCLOSURES

Questions and complaints may be sent to Talega Systems LLC at 3720 Vanishing Point Street, Las Vegas, NV 89129 or via email at support@talegasystems.com.


 16. COMMUNICATION WITH USERS/PARTIES

By purchasing a license, you give us consent to communicate with you using the contact information you provided. We may contact you for various reasons, including but not limited to, information about changes to our Site and/or services. We promise we will never spam you.


17. PRIVACY POLICY

We have the utmost respect for your privacy. We will use the information collected from you to improve our services, which may require us to share aggregate user data (no personal information) with third party analytic service providers. We want to know what aspects of the Site are most used and where we can improve our services. In the event that we sell the business or this Site, that sale will include all User information we’ve obtained via this Site. We will never spam you or sell your information to a third party for other purposes. You must provide the following information to purchase a license: name, phone, contact address and email address. We protect user information with the Wordfence Security plugin or other security software as deemed necessary. We may share your information with a third party if we have a good-faith belief that sharing the information is necessary to comply with a law, regulation, or enforceable government request; to investigate potential violations or technical issues on our website; or to protect against harm to our Users, or our affiliates’ rights, property, safety, or to the public as permitted by law.


18. MISCELLANEOUS

This Agreement shall constitute the entire agreement of the parties with respect to the subject matter in this document. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used in this Agreement are for convenience only and shall be of no legal force or effect. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect. If a provision is found to be invalid, the parties hereby request that the intention of the invalid provision be upheld wherever possible. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided by this Agreement.


19. TERMINATION AND CANCELLATION

Talega may terminate this Agreement with any User at any time for violations of the Site’s Terms of Use. Without limiting the foregoing, we shall have the right to immediately terminate or suspend any User license and support services subscriptions in the event of any conduct by User or which Talega in its sole discretion, considers to be unacceptable, or in the event of any breach by User of this Agreement. Termination may occur without notification and without a refund to the User. The provisions of the following sections will survive termination of this Agreement: User Conduct, Intellectual Property, Indemnification, Dispute Resolution, Warranty Disclaimer, Limitation of Liability, Privacy Policy, and Miscellaneous. Talega shall not be liable for any damages for termination. Immediately following termination of the Agreement, You shall cease using the IDXSEO software and its related suite of software provided by Talega.


After the initial ninety (90) day period for the license and/or support services subscription Agreement date, you may cancel such support or other services with thirty (30) days written notice to cancel any license and/or support subscription service. This cancellation policy does not apply to any Talega services specifically contracted for a specific period beyond thirty (30) days. The cancellation written notice is to be sent via email to billing@talegasystems.com. Reactivation of a previously cancelled license and/or support services subscription will be treated as the same a a new license and/or support subscription including the initial one-time subscription and installation fees. Verbal cancellation requests are not acceptable. To give you time to transition to other services, cancellations will occur on the first (1st) of the month regardless of the date of the written cancellation request. No prorated subscription services will be provided regardless of the cancellation date after the 1st of the month.


20. MLS COMPLIANCE AND FEES

IDXSEO is delivered to you configured for your MLS RETS data access rules and authorization per your MLS compliance rules and regulations. UNDER NO CIRCUMSTANCES CAN YOU MODIFY THE FIELDS BEING DISPLAYED WITHOUT TALEGA APPROVAL. FURTHER, ANY DISPLAY, MISUSE OR OTHER USES OF THE MLS DATA PROVIDED TO YOU VIA IDXSEO SHALL RESULT IN IMMEDIATE TERMINATION OF YOUR IDXSEO LICENSE. ANY FINES ASSESSED TO TALEGA SYSTEMS LLC FROM YOUR MLS DUE TO NON-COMPLIANCE WILL BE PASSED TO YOU FOR COLLECTION. BROKERS SHALL NOT GIVE IDXSEO ACCESS TO THEIR AGENTS OR THE DATA PROVIDED BY IDXSEO FOR THEIR MLS WITHOUT WRITTEN PERMISSION FROM TALEGA SYSTEMS LLC. CHANGING MLS LISTING STATUSES OR DISPLAYING LISTINGS NOT ALLOWED TO BE DISPLAYED BY YOUR MLS SUCH AS SOLD LISTINGS WILL RESULT IN IMMEDIATE TERMINATION OF YOUR IDXSEO LICENSE AND ITS RELATED SOFTWARE SUITE.


Should your website get hacked or your technical services personnel cause IDXSEO and its software suite to fail and as a result cause MLS compliance issues, Talega reserves the right to terminate your license agreement. 


Your MLS may assess you or Talega fees on a periodic basis for RETS MLS data access. You agree to pay for those fees and to keep your RETS MLS data access account balance current. You agree to pay any initial RETS MLS start-up or account set-up fees assessed to you or to Talega by your MLS.


21. TALEGA HOSTING SERVICES

Talega may provide hosting services for the IDXSEO software suite and your website. All such services are provided by a 3rd party and as such that 3rd party is solely responsible for their SLA (Service Level Agreement) agreement including any up-time guarantees. Outages, hardware, slow response, server support for hardware and software. telecom issues or software failures that occur with the 3rd party are beyond the control of Talega. Under no circumstances is Talega financially responsible for your website downtime, loss of business due to server unavailability, acts of God, DOS and DDOS attacks, telecom outages or loss of speed, hacking or other breeches and failures that occur on any hosting service you contact with Talega to provide you. Following termination of the Agreement, Talega will maintain backups of User data (IF you use Talega Hosting and use Talega Backup and Restore services) for no more than twelve (12) months, after which time all remaining User data will be destroyed.


Talega hosting services are restricted solely for the purposes of hosting real estate websites using IDXSEO and its software suite. Talega hosting does not permit websites that aren't using IDXSEO and its software suite and licensed for IDXSEO and current with Talega for your account. Pornographic sites, political sites and ads, defamation ads and site, racial discrimination sites or ads, pornographic ads, spamming, excessive email and bandwidth usage or non-real estate websites are forbidden on Talega hosting services.


22. USER PROVIDING HOSTING SERVICES

You may host your website and IDXSEO software suite with any host that meets the criteria required for IDXSEO and its suite of 3rd party plugins to be installed and operate properly. You are responsible for ensuring that your host does not block or hamper in any way the operation of IDXSEO and its software suite of 3rd party plugins.


23. USER WEBSITE AND SOFTWARE TECHNICAL SERVICES

Talega recognizes your website will be modified, enhanced, replaced and other additions or deletions will be made to your website by your in-house or external technical services vendors. Any impact upon IDXSEO software suite and its 3rd party plugins by your technical services staff/vendors will be subject to Talega's review and assessment of damages. Talega reserves the right to invoice you for the cost of repairs to the IDXSEO software suite and its 3rd party plugins. UNDER NO CIRCUMSTANCES IS PERMISSION GRANTED BY TALEGA FOR YOUR TECHNICAL STAFF/SERVICES TO COPY THE IDXSEO CODE, LICENSE KEYS INCLUDING THE IDXSEO SUITE OF 3rd PARTY PLUGIN LICENSE KEYS, SETTINGS, CONFIGURATIONS FOR USE OTHER THAN THE SPECIFIC URL FOR WHICH YOUR IDXSEO LICENSE WAS GRANTED. STAGING SITES WILL BE CONSIDERED ON A CASE BY CASE BASIS WITH A SPECIAL LIMITED USE LICENSE.


24. SEO AND SEO CONSULTING SERVICES

IDXSEO is delivered and configured with specific SEO settings which are NOT to be altered without prior Talega written permission. Talega also offers SEO consulting services to enhance your website to leverage IDXSEO software suite and its 3rd party plugins. Talega makes no promises or guarantees regarding search engine placement by using its SEO consulting services, SEO IDXSEO configuration settings or the SEO related plugins IDXSEO uses. Talega periodically will provide special SEO reports if you use Talega's SEO consulting services and the errors and issues on those SEO reports will be your responsibility to resolve as time is of the essence regarding SEO issues and errors.


25. FORCE MAJEURE

Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation, acts of war, acts of God, earthquake, flood, weather conditions, embargo, riot, epidemic, acts of terrorism, sabotage, labor shortage or dispute, governmental act, failure of the Internet or other acts beyond such party’s reasonable control, provided that the delayed party: (i) gives the other party prompt notice of such cause; and (ii) uses reasonable commercial efforts to correct promptly such failure or delay in performance.


26. MODIFICATIONS

Any modification, amendment, or addendum to this Agreement must be in writing and signed by both parties.


27. ASSIGNMENT

The User may not assign this Agreement or any of its rights, obligations, or benefits hereunder, by operation or law or otherwise, without Talega’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and permitted assigns.


28. NO THIRD PARTY BENEFICIARIES

The representations, warranties and other terms contained herein are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and they shall not be construed as conferring any rights on any other persons.


29. INDEPENDENT CONTRACTORS

User and Talega are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship between User and Talega. Each party understands that they do not have authority to make or accept any offers or make any representations on behalf of the other. Neither party may make any statement that would contradict anything in this section.


30. WEBSITE BACKUP AND RESTORE SERVICES

Talega offers the option fo provide backup and restore services provided you use Talega Hosting services. Backup and Restore services use 3rd party services such as Amazon AWS. You understand Talega has no control over Amazon or any backup and restore services we use for websites that have IDXSEO and its software suite installed. All such services are provided by a 3rd party and as such that 3rd party is solely responsible for their SLA (Service Level Agreement) agreement including any up-time guarantees. Outages, hardware, slow response, server support for hardware and software. telecom issues or software failures that occur with the 3rd party are beyond the control of Talega. Under no circumstances is Talega financially responsible for your website downtime, loss of business due to server unavailability, acts of God, DOS and DDOS attacks, telecom outages or loss of speed, hacking or other breeches and failures that occur on any hosting service you contact with Talega to provide you. Following termination of the Agreement, Talega will maintain backups of User data (IF you use Talega Hosting and use Talega Backup and Restore services) for no more than twelve (12) months, after which time all remaining User data will be destroyed.


31. AFFILIATE PROGRAMS

Affiliate programs at this time are not being offered and will be re-evaluated at a future date.


32. REWARD PROGRAM

Talega from time to time may offer a reward incentive.  IDXSEO clients may earn rewards from new IDXSEO client referrals through introduction of that prospective client to Talega.  Rewards may also be earned based on positive IDXSEO and Talega Systems social media reviews, posts and other ways clients seek to promote IDXSEO and Talega Systems.  Earned reward points will be maintained in the IDXSEO CRM for Talega clients and will be analyzed on an annual basis, Talega will review the points and determine a reward which may be in the form of a services discount, a service, or other reward as determined by Talega.


33. LICENSING RESTRICTIONS

Talega reserves the right to restrict selling the IDXSEO plugin and its related software plugin suite on the basis of geographic territory, zip code, number of IDXSEO licenses in a geographic area, country, privacy policies, MLS RETS data and image access fees, MLS RETS data and image compliance auditing requirements and for other reasons Talega may identify in the course of selling IDXSEO and its plugin software suite.  This policy can be modified, changed or be eliminated at any time by Talega without notice.