SEO Guard — Terms of Service
In short. SEO Guard is a B2B technical SEO service: we audit, monitor and, where you give us access, apply limited automatic fixes on WordPress, Webflow and Shopify sites. Plans are prepaid in USD via Wise and do not renew automatically. We do not promise rankings, traffic or revenue. Your liability and ours are capped at the fees paid in the twelve months before a claim, except for fraud, wilful misconduct and other liabilities that the law does not allow us to limit. These Terms incorporate the Data Processing Addendum, the Privacy Policy and the Service Level Agreement. The English text prevails, except where the Customer is established in Argentina, in which case the Spanish text prevails. Questions: [email protected].
1. Who we are and how these Terms work
1.1 Provider. The Service is provided by Nicolas Schmidt, a sole trader (monotributista) in Argentina, CUIT 20-32600187-3, fiscal domicile Córdoba 41, Villaguay, Entre Ríos, CP 3240, Argentina, trading as SEO Guard (the Provider, we, us).
1.2 Customer. The Customer (you) is the business that accepts these Terms and purchases the Service.
1.3 Agreement. These Terms of Service (the Terms), together with the Data Processing Addendum (DPA), the Privacy Policy and the Service Level Agreement (SLA), and any order, invoice or accepted proposal that refers to them, form the Agreement between the Provider and the Customer. If there is a conflict, the following order applies: (a) a written amendment signed by both parties; (b) the DPA, solely on the processing of Personal Data; (c) the SLA, solely on availability, support response times and service credits; (d) these Terms; (e) the Privacy Policy; (f) the order, invoice or proposal (except for Fees, Plan and Paid Period, which the invoice controls).
1.4 Website. The Provider's public website is https://seoguardhq.com.
1.5 Contact. Notices and support requests under the Agreement go to [email protected], unless a clause says otherwise.
2. Definitions
In the Agreement, the following terms have the meanings below. Other capitalised terms are defined where they first appear.
- Auto-Fix means a change the Provider applies to the Site through the CMS or its API, limited to the actions described in clause 5.
- Business Day means a day other than a Saturday, Sunday or official public holiday in Argentina.
- Confidential Information has the meaning in clause 11.
- Fees means the amounts payable for a Plan, as set out in clause 7.
- Paid Period means the prepaid term the Customer has paid for (one, three, six or twelve months, as applicable).
- Personal Data has the meaning given in the DPA and in applicable data-protection law.
- Plan means one of the service plans in clause 7.2.
- Platform means the Provider's own systems used to deliver the Service, including the website, monitoring and report-delivery systems. It does not include the Site, any CMS, or any third-party network or search engine.
- Report means an audit, diagnosis, monthly summary, fix guide or similar document the Provider delivers to the Customer.
- Service means the services described in clause 4.
- Site means the Customer's website or e-commerce storefront identified in the order, invoice or onboarding, including its content, configuration and data in the connected CMS.
3. B2B only; no consumers
3.1 The Service is offered exclusively to businesses, professionals and other organisations acting in the course of their trade. The Customer warrants that it is entering into the Agreement in that capacity, that the person who accepts the Agreement is authorised to bind the Customer, and that the Customer is not a consumer.
3.2 To the fullest extent permitted by law, consumer-protection statutes do not apply. If, despite the warranty in clause 3.1, mandatory law treats the Customer as a consumer, those mandatory rights remain and prevail over any conflicting clause.
4. The Service
4.1 What we provide. The Provider supplies a technical SEO care service for websites and e-commerce stores, for Customers worldwide, consisting of:
(a) a technical audit of the Site (a crawl of up to fifty (50) pages per run, respecting robots.txt, together with SSL and Google PageSpeed Insights / Core Web Vitals checks);
(b) a diagnosis in plain language, which may be produced with the assistance of an AI model provider, and a prioritised action plan;
(c) weekly monitoring crawls and uptime monitoring of the Site, with alerts when an outage is confirmed;
(d) Auto-Fixes on supported platforms, as described in clause 5;
(e) a monthly Report in PDF, and other Reports generated during the Paid Period.
4.2 Supported CMS platforms. Auto-Fixes are available on WordPress (404-to-301 redirects and image alternative text, using an Application Password and the Redirection plugin), Shopify (404-to-301 URL redirects and product-image alternative text, using a custom app and Admin API token) and Webflow (image alternative text, using a Site API token). Other recommended work is delivered as a guided action plan for the Customer's team. If the Customer does not grant CMS or API access, the Service is delivered in report-only mode (clause 5.5).
4.3 What is not included. Unless the parties agree otherwise in writing, the Service does not include content writing, advertising or media buying, visual redesign, custom development, automatic conversion of images to WebP, Webflow URL redirects (there is no public API for this; a step-by-step guide is provided), or the audit of content that exists only in client-side JavaScript beyond the HTML the server delivers.
4.4 How we deliver. The Service is performed by the Provider using its software, scripts and, where relevant, personnel. There is no Customer login dashboard. Reports and notices are delivered by email, and, if the Customer opts in, by a messaging channel such as Telegram.
4.5 Free audit. A complimentary teaser audit requested through the website is a pre-contract invitation. It does not create a paid Plan, does not include Auto-Fixes, and is not covered by the SLA. These Terms apply to a paid Plan from the moment the Agreement is accepted and the applicable Fees are paid.
5. Auto-Fixes, access, backups and preview-only mode
5.1 Scope of Auto-Fixes. Auto-Fixes are limited to the actions and platforms in clause 4.2. They are intended to correct specific technical issues identified in an audit (for example, a 404 response redirected to a relevant URL, or empty alternative text filled from a product or image title). The Provider does not automatically change the Site's design, business logic, checkout, pricing or editorial content.
5.2 Default on a paid Plan with access. When the Customer has granted valid CMS or API credentials, Auto-Fixes are applied on the regular weekly run: the Provider takes a backup of the data it is about to change, applies the change, verifies a successful HTTP response, and rolls the change back automatically if that verification fails.
5.3 Preview-only mode. The Customer may, at any time, instruct the Provider by email to run the Service in preview-only (dry-run) mode. In that mode the Provider reports the changes it would make and does not apply them until the Customer asks for them in writing. The Customer may also return to the default in clause 5.2 by email. This instruction is the Agreement's change-approval mechanism. The product does not currently offer a self-service approval screen.
5.4 Review and revert. The Customer may review every Auto-Fix in the Reports and in the CMS. The Customer may revert a change itself in the CMS, or ask the Provider to restore the backed-up state. The Provider will use reasonable efforts to restore from its backup; restoration is not guaranteed if the Site has changed since the backup, or if the CMS no longer accepts the previous state.
5.5 Report-only (no credentials). If the Customer does not provide CMS or API access, or credentials are invalid or revoked, the Provider does not alter the Site and delivers a fix guide instead. Fees remain payable.
5.6 Customer's authorisation. The Customer warrants that it owns the Site or is authorised by the owner to grant the Provider the access and permissions needed for the Service, including Auto-Fixes; that this grant is compatible with the terms of the CMS, hosting and app-store providers; and that it will supply tokens with the least privilege reasonably sufficient for clause 4.2. The Customer may revoke access at any time, and will do so when the Agreement ends. The Customer remains responsible for its own users, plugins, themes, apps and third-party code.
5.7 Backups. Before applying an Auto-Fix, the Provider backs up the data it is about to change. That backup is limited to those items; it is not a full Site, database or media backup. The Customer remains solely responsible for maintaining complete, current backups of the Site and for testing restoration. The Provider is not liable for loss of Site data except to the extent caused by the Provider's wilful misconduct or, where the law does not allow exclusion, gross negligence, and in any event subject to clause 19.
6. Customer responsibilities and acceptable use
6.1 The Customer will: (a) provide accurate onboarding information and keep contact and billing details current; (b) grant and maintain the access in clause 5.6, or accept report-only delivery; (c) reasonably cooperate with the Provider; (d) not rely on the Service as its only backup, security or uptime arrangement; and (e) comply with law and with the terms of its CMS, payment, hosting and advertising providers.
6.2 The Customer will not, and will not allow anyone acting for it to: (a) use the Service for any unlawful, fraudulent or harmful purpose; (b) probe, attack or compromise the Platform, other customers, or third-party systems, except for security research the Provider has authorised in writing; (c) interfere with monitoring, rate limits or access controls; (d) resell or white-label the Service without the Provider's prior written consent; (e) misrepresent the origin of a Report or remove the Provider's marks in a way that suggests the work is the Customer's original product; or (f) submit content or credentials the Customer is not authorised to share.
6.3 The Provider may refuse or limit a request that, in its reasonable judgment, would breach this clause 6, create a security risk, or fall outside the Service.
7. Plans, Fees, payment and taxes
7.1 Currency and billing unit. Fees are stated in United States dollars (USD), per Site. There is no setup fee.
7.2 Plans. The available Plans are:
| Plan | Paid Period | Total Fees | Equivalent per month |
|---|---|---|---|
| Monthly | 1 month | USD 200 | USD 200 |
| Quarterly | 3 months | USD 570 | USD 190 |
| Semiannual | 6 months | USD 1,080 | USD 180 |
| Annual | 12 months | USD 2,040 | USD 170 |
7.3 Prepaid. Fees are payable in advance for the whole Paid Period. The Plan starts when the Provider has received the Fees in cleared funds, or on a later start date the parties agree in writing.
7.4 How to pay. Payment is by bank transfer to the Provider's Wise USD account, using the details or payment link on the invoice. The Customer bears its own bank, intermediary and Wise fees for sending the payment. The Provider is responsible for fees charged on receipt by Wise to the Provider, except where the Customer's payment method causes a chargeback, recall or similar cost, which the Customer will reimburse.
7.5 Invoices. The Provider will issue an invoice for each Paid Period. For Customers outside Argentina the invoice is typically issued as an export of services, under applicable Argentine tax rules. The invoice is not tax advice.
7.6 Taxes. Fees are exclusive of taxes, duties and withholdings. The Customer is responsible for any tax that applies to its purchase, except for taxes on the Provider's own income. If the law requires the Customer to withhold tax, the Customer will notify the Provider in good time, provide the corresponding certificates, and cooperate so that any available relief or reduced rate is applied. The parties will not gross-up unless mandatory law requires it and they agree the mechanism in writing.
7.7 Late payment. If Fees that are due remain unpaid, the Provider may suspend the Service under clause 15 and may charge reasonable recovery costs. Overdue amounts may accrue interest at the rate permitted by Argentine law, from the due date until payment.
7.8 Price changes. The Fees in clause 7.2 apply to the current Paid Period. The Provider may change Fees for a later Paid Period by giving at least thirty (30) days' notice before that period would start. A change does not affect a Paid Period already paid. Because Plans do not auto-renew, the Customer simply chooses whether to pay the new Fees.
8. No auto-renewal; cancellation; no refunds for started periods
8.1 No automatic renewal. Plans do not renew automatically and the Customer is not charged unless it pays a new invoice. Towards the end of a Paid Period the Provider may send a reminder and a renewal invoice. If the Customer pays that invoice, a new Paid Period starts on the day after the current one ends, or on another date the parties agree. If the Customer does not pay, the Service ends when the current Paid Period ends, without any further formality.
8.2 Cancellation by the Customer. The Customer may cancel at any time by giving notice to [email protected]. Cancellation takes effect at the end of the current Paid Period. The Customer is not required to give a reason. There is no early-termination fee.
8.3 No refunds for a period already started. Fees for a Paid Period that has started are non-refundable, including where the Customer cancels early, stops using the Service, revokes CMS access, or is in report-only mode. This does not affect: (a) a mandatory statutory right that cannot be waived; (b) a service credit under the SLA; (c) a refund or credit expressly provided in clause 18.4, clause 20 or clause 21.3; or (d) a claim arising from the Provider's fraud or wilful misconduct.
8.4 Cancellation by the Provider. The Provider may stop offering a renewal at the end of a Paid Period, with notice. The Provider may also terminate the Agreement earlier if the Customer materially breaches the Agreement and does not cure the breach within fifteen (15) days of notice (or immediately, if the breach is not reasonably curable, including non-payment after a further seven (7) days' notice, a serious security risk, or unlawful use).
8.5 After the Agreement ends. The Provider will stop Auto-Fixes and monitoring, revoke or delete the credentials it holds, and handle Personal Data as the DPA requires. Clauses that by their nature should survive (including 3, 9, 10, 11, 17–20, 22 and 24–26, accrued payment obligations, and the DPA's survival terms) remain in force.
9. No guarantee of rankings, traffic or revenue
9.1 Search engines, app stores, social networks, CDNs, DNS providers, hosting companies and CMS vendors are independent third parties. They may change their algorithms, rules, crawl behaviour, ranking signals or interfaces at any time, with or without notice.
9.2 The Provider does not warrant or guarantee any particular search ranking, indexation, traffic volume, conversion rate, revenue, Core Web Vitals score, PageSpeed score, or any other commercial or visibility result. Reports describe the state of the Site at the time of the relevant crawl and the actions taken or recommended. They are professional technical opinions, not a promise of outcome.
9.3 The Customer is solely responsible for its commercial decisions, including whether to implement recommendations that are not Auto-Fixes.
10. Intellectual property and licence
10.1 The Site and Customer materials. The Customer retains all rights in the Site, its content, trademarks, data and credentials. The Customer grants the Provider a limited, non-exclusive, worldwide licence to access and use those materials solely to perform the Agreement, for the term of the Agreement.
10.2 The Provider's software. The Provider retains all rights in its software, scripts, playbooks, methodology, templates, know-how, websites and the Platform. Nothing in the Agreement transfers those rights to the Customer.
10.3 Reports. The Provider grants the Customer a non-exclusive, perpetual, irrevocable, royalty-free licence to use, copy and internally distribute the Reports prepared for that Customer, for the Customer's own business purposes. The Customer may share a Report with its advisers and with a bona fide purchaser of the business, under confidentiality. The Customer may not resell Reports, or use them to build a competing product.
10.4 Feedback and aggregated data. The Customer grants the Provider a royalty-free licence to use suggestions or feedback about the Service, without obligation. The Provider may use de-identified, aggregated statistics (for example, anonymised issue frequencies) to improve the Service and for legitimate business reporting, in a form that does not identify the Customer or any individual.
10.5 Marks. Neither party grants the other a licence to its name or logo, except that the Provider may list the Customer's name and logo as a customer unless the Customer objects by email. The Customer may state that it uses SEO Guard.
11. Confidentiality
11.1 Confidential Information is information that one party (the discloser) discloses to the other (the recipient) in any form, that is marked confidential or that a reasonable person would understand to be confidential, including credentials, security arrangements, non-public Site data, business, financial and technical information, and the non-public terms of the Agreement. It does not include information that: (a) is or becomes public other than by a breach of the Agreement; (b) the recipient already lawfully possessed without a confidentiality duty; (c) is independently developed without use of the discloser's information; or (d) is lawfully received from a third party who is not under a confidentiality duty.
11.2 The recipient will use Confidential Information only to perform the Agreement, will protect it with at least the care it uses for its own similar information (and no less than reasonable care), and will disclose it only to personnel, advisers and subprocessors who need it for that purpose and are bound by confidentiality duties no less protective than this clause.
11.3 The recipient may disclose Confidential Information if required by law, a court or a competent authority, after giving the discloser as much prior notice as is legally allowed, and limiting the disclosure to what is required.
11.4 These duties last for three (3) years after the Agreement ends, and indefinitely for trade secrets and credentials.
12. Data protection
12.1 Each party will comply with data-protection law that applies to it, including, where applicable, Argentine Law 25.326, the EU GDPR, the UK GDPR and similar laws.
12.2 For Personal Data that the Provider processes as a processor on the Customer's behalf (in particular, Personal Data present on the Site or visible through the CMS or its API), the DPA applies and is incorporated into the Agreement.
12.3 For Personal Data that the Provider processes as a controller (including Customer business-contact and billing data, website-form data, and B2B prospect data), the Privacy Policy describes the processing. The Privacy Policy does not reduce the Provider's contractual duties under these Terms or the DPA.
13. Security
13.1 The Provider will implement appropriate technical and organisational measures to protect the Platform, credentials it holds, and Personal Data, as further described in Annex II of the DPA. Those measures include encryption in transit, least-privilege API tokens, protected secret storage, access logging, and a prohibition on using Customer data to train AI models.
13.2 The Customer will protect the credentials it issues to the Provider, revoke them when they are no longer needed, and notify the Provider promptly of a suspected compromise of the Site, the CMS or those credentials.
13.3 If the Provider becomes aware of a Personal Data breach affecting Customer Personal Data it processes as a processor, it will notify the Customer in accordance with the DPA (within forty-eight (48) hours of becoming aware). Security incidents that are not Personal Data breaches will be notified when they materially affect the Customer, without undue delay.
14. Service levels
The SLA sets the availability target for the Platform, support response times and service credits. Service credits are the Customer's sole and exclusive remedy for a failure to meet the availability target or the support response times. They do not limit remedies for other breaches of the Agreement, subject to clause 19.
15. Suspension
15.1 The Provider may suspend all or part of the Service if: (a) Fees are overdue; (b) suspension is reasonably necessary to address a security risk, a legal requirement, or a threat to the Platform, the Site or a third party; (c) the Customer is in material breach of clause 6; or (d) the Customer's use imposes a load or risk that is unreasonable for the Service as designed, and the Customer has not cooperated with a reasonable request to reduce it.
15.2 The Provider will give notice before a suspension where reasonably practicable, and will limit the suspension to what is necessary. A suspension for non-payment does not extend the Paid Period. The Provider will restore the Service promptly after the reason for the suspension ends.
16. Term
The Agreement starts when the Customer accepts these Terms (clause 27) and continues until the end of the last Paid Period, unless it is terminated earlier under clause 8.
17. Warranties
17.1 Each party warrants that it has the legal capacity and authority to enter into the Agreement.
17.2 The Provider warrants that it will perform the Service with reasonable care and skill, in a professional manner consistent with ordinary practice for a technical SEO service of this kind, and that it will not knowingly introduce malicious code into the Site.
17.3 Except for the warranties expressly stated in the Agreement, and to the fullest extent permitted by law, the Service, Reports and Platform are provided as is and as available. The Provider disclaims all other warranties, whether express, implied or statutory, including merchantability, fitness for a particular purpose, title and non-infringement.
18. Indemnities
18.1 By the Customer. The Customer will indemnify, defend and hold harmless the Provider and its personnel from any third-party claim, and from related damages, costs and reasonable legal fees, arising out of or in connection with: (a) the Site, the Customer's content, or the Customer's data; (b) the Customer's lack of authorisation to grant CMS or API access, or a breach of clause 5.6 or clause 6; (c) an allegation that material the Customer provided infringes a third party's intellectual property or other rights; or (d) the Customer's unlawful use of the Service.
18.2 By the Provider. The Provider will indemnify, defend and hold harmless the Customer from any third-party claim that the Provider's software or a Report, in the form delivered and used as permitted, infringes that third party's intellectual property rights, and from related damages, costs and reasonable legal fees awarded against the Customer or agreed in a settlement the Provider approves.
18.3 Exclusions from the Provider's indemnity. Clause 18.2 does not apply to a claim that arises from: (a) the Site, Customer materials, or a third-party CMS, plugin, app or API; (b) a combination of the Service with something the Provider did not supply, if the claim would not have arisen without that combination; (c) a modification the Provider did not make; (d) the Provider's compliance with the Customer's instructions; or (e) use after the Provider has notified the Customer to stop using the affected item.
18.4 Infringement remedy. If the Provider reasonably believes the Service may infringe, it may, at its option and cost: procure the right for the Customer to keep using it, modify or replace it so that it is non-infringing and substantially equivalent, or discontinue the affected part and refund the unused portion of prepaid Fees for that part. This clause 18.4 and clause 18.2 state the Provider's entire liability for intellectual-property infringement.
18.5 Procedure. The indemnified party will give prompt notice of the claim (a delay excuses the indemnifying party only to the extent it is prejudiced), allow the indemnifying party to control the defence and settlement, and give reasonable cooperation at the indemnifying party's cost. The indemnifying party will not settle a claim in a way that admits fault by, or imposes an unindemnified obligation on, the indemnified party without that party's prior written consent, which will not be unreasonably withheld.
19. Liability
19.1 Nothing excluded where the law forbids it. Nothing in the Agreement excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence where that cannot be limited, or any other liability that cannot be excluded or limited under applicable law.
19.2 Excluded losses. Subject to clause 19.1, neither party is liable to the other, whether in contract, tort (including negligence), statute or otherwise, for: loss of profits, revenue, anticipated savings, goodwill, business or data (except a duty under the DPA to restore Personal Data, where applicable); or for any indirect, incidental, special, consequential or punitive loss; even if the party was advised that the loss was possible.
19.3 Cap. Subject to clauses 19.1 and 19.4, each party's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the Fees the Customer actually paid to the Provider under the Agreement in the twelve (12) months immediately before the event giving rise to the first claim. If twelve months have not yet elapsed, the cap is the Fees paid since the Agreement started.
19.4 The cap does not apply to: (a) the Customer's obligation to pay Fees; (b) the Customer's indemnity under clause 18.1; or (c) a breach of clause 6.2 or of confidentiality involving intentional or reckless disclosure of credentials or trade secrets.
19.5 Service credits. Service credits under the SLA count towards the cap in clause 19.3 and are the exclusive remedy for the matters the SLA covers.
19.6 The parties agree that the Fees reflect this allocation of risk, and that the limitations in this clause 19 are a fair and essential basis of the bargain.
20. Force majeure
Neither party is liable for a delay or failure to perform (other than a payment obligation) to the extent it is caused by an event beyond that party's reasonable control, including a failure of a public network, a cloud or DNS provider, a search engine, a CMS vendor, a power or government action, a labour dispute affecting a third party, a fire, flood, epidemic or act of God, provided the affected party gives prompt notice and makes reasonable efforts to mitigate. If the event lasts more than sixty (60) days, either party may terminate the Agreement by notice. Prepaid Fees for the period after termination under this clause will be refunded on a pro-rata basis.
21. Changes to these Terms
21.1 The Provider may update these Terms, the DPA, the Privacy Policy or the SLA from time to time. The Provider will publish the new version on the website and will give the Customer at least thirty (30) days' notice of a material change, by email to the Customer's billing or legal contact, stating the new version number and effective date.
21.2 A change does not affect a Paid Period already underway, unless the change is required by law or is more favourable to the Customer, or the Customer agrees to it earlier in writing.
21.3 If a material change is detrimental to the Customer and the Customer does not agree to it, the Customer may reject the change by notice before it takes effect. In that case the Agreement continues under the previous version until the end of the current Paid Period, and then ends unless the parties agree otherwise. No additional Fees are payable by reason of that rejection. This is the Customer's exclusive remedy for a change the Customer rejects.
21.4 The current versions are those identified by the version number and effective date at the top of each document, and those recorded in the acceptance record in clause 27.
22. Notices
22.1 Formal notices under the Agreement must be in writing and sent by email: to the Provider at [email protected]; to the Customer at the email address given at onboarding or on the most recent invoice. A notice is deemed received on the Business Day it is sent, if sent before 18:00 Argentina time (UTC-3) on a Business Day, and on the next Business Day otherwise, unless the sender receives an automated delivery-failure message.
22.2 Routine operational messages (Reports, uptime alerts, renewal reminders) may be sent to the Customer's operational contact, and by an optional channel the Customer has chosen.
22.3 Either party may change its notice address by notice to the other.
23. Assignment
23.1 The Customer may not assign or transfer the Agreement without the Provider's prior written consent, which will not be unreasonably withheld or delayed. A change of control of the Customer is not an assignment if the Customer remains bound and notifies the Provider.
23.2 The Provider may assign the Agreement to a person who acquires its SEO Guard business or substantially all of its assets, provided the assignee assumes the Provider's obligations and the Customer is notified. The Provider may use subcontractors and subprocessors, remaining responsible for their performance, subject to the DPA.
23.3 Any other purported assignment is void. The Agreement binds and benefits permitted successors and assigns.
24. Governing law and disputes
24.1 The Agreement is governed by the laws of the Republic of Argentina, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
24.2 Negotiation. If a dispute arises, the parties will first try to resolve it in good faith. Either party may send a written notice describing the dispute. The parties will then negotiate for at least thirty (30) days (or a longer period they agree) before starting arbitration, except that a party may seek interim measures under clause 24.5 at any time.
24.3 Arbitration. If the dispute is not resolved under clause 24.2, it will be finally settled by arbitration administered by the Tribunal de Arbitraje General de la Bolsa de Comercio de Buenos Aires, under its rules in force when the request for arbitration is filed. The seat of arbitration is the Ciudad Autónoma de Buenos Aires, Argentina. There will be one arbitrator, unless the amount in dispute exceeds USD 50,000 or the parties agree otherwise, in which case there will be three. The language of the arbitration will be Spanish if the Customer is established in Argentina, and English in every other case, unless the parties agree otherwise. The award is final and binding and may be enforced in any court of competent jurisdiction.
24.4 The arbitrator(s) may not award punitive damages. They may award interest and an allocation of costs in accordance with the tribunal's rules and Argentine law.
24.5 Interim measures. Without waiving arbitration, either party may apply to the ordinary courts of the Ciudad Autónoma de Buenos Aires or of the Province of Entre Ríos, Argentina, for interim or conservatory measures, including measures to protect Confidential Information, intellectual property or a domain name, or to prevent imminent harm. Those courts also have jurisdiction over any matter that is not arbitrable under Argentine law.
25. Language
These Terms and the other documents that form the Agreement are executed in English and accompanied by a Spanish translation. The Spanish documents are a translation of the English originals. If there is a conflict or discrepancy between the two: (a) if the Customer is established in Argentina, the Spanish version prevails; (b) in every other case, the English version prevails.
26. Entire agreement, severability and general
26.1 The Agreement is the entire agreement between the parties on its subject and supersedes all prior negotiations, representations and agreements on that subject, whether written or oral. Each party acknowledges that it has not relied on any representation that is not set out in the Agreement.
26.2 If a court or arbitrator holds a provision to be invalid or unenforceable, that provision is to be modified to the minimum extent needed to make it valid and enforceable. If it cannot be modified, it is severed. The rest of the Agreement remains in force.
26.3 A failure or delay in exercising a right is not a waiver. A waiver must be in writing and applies only to the instance it describes.
26.4 Nothing in the Agreement creates a partnership, joint venture, employment or fiduciary relationship. Neither party may bind the other.
26.5 The Agreement does not confer rights on any third party, except indemnified personnel under clause 18, who may benefit from that indemnity.
26.6 The parties may sign or accept the Agreement electronically. Electronic acceptance under clause 27 has the same effect as a handwritten signature.
26.7 Headings are for convenience only. The words "including" and "for example" mean "including without limitation". References to a statute include that statute as amended or replaced.
27. Acceptance and record
27.1 Acceptance statement. By ticking the acceptance box, signing a proposal, sending a written acceptance, or paying an invoice that refers to these Terms, the person acting for the Customer confirms:
I am authorised to bind the Customer. The Customer is a business (not a consumer) and enters into this Agreement in the course of its trade. The Customer accepts the SEO Guard Terms of Service (version 1.0), Data Processing Addendum (version 1.0), Privacy Policy (version 1.0) and Service Level Agreement (version 1.0), including the liability cap, the arbitration clause and the language rule.
27.2 Clickwrap. Where acceptance takes place on the website or at checkout, the Customer must actively tick a box next to the statement in clause 27.1 (or a statement with the same meaning that links to the four documents). The box is not pre-ticked. The Customer cannot complete payment until the box is ticked.
27.3 Record. The Provider will keep a record of each acceptance, including: (a) the name, email and, where collected, role of the person who accepted; (b) the Customer's legal or trading name; (c) the date and time of acceptance, in UTC; (d) the IP address from which the acceptance was made, where acceptance is electronic; (e) the version number and effective date of each document accepted; and (f) the language in which the documents were presented. The Customer agrees that this record is sufficient evidence of acceptance, unless it proves otherwise.
27.4 Paying an invoice that states that payment constitutes acceptance of a named version of the Agreement is also acceptance of that version, even if no box was ticked, provided the invoice or a preceding proposal included a link to the documents or attached them.
Nicolas Schmidt, trading as SEO Guard CUIT 20-32600187-3 Córdoba 41, Villaguay, Entre Ríos, CP 3240, Argentina [email protected] · https://seoguardhq.com