These Terms of Service (the "Terms") govern your access to and use of web-cited.com (the "Site") and the audit and advisory services offered through the Site (the "Services"). The Site and Services are operated by Aliso, LLC, a California limited liability company located in Orange County, California, doing business as "Web Cited" ("Web Cited," "we," "us," or "our"). By accessing the Site, submitting an intake form, paying an invoice, or otherwise using the Services, you agree to these Terms. If you do not agree, do not use the Site or Services.
You are entering into these Terms on behalf of yourself and, if you are submitting an intake on behalf of an entity, on behalf of that entity. You represent that you have the authority to bind the entity to these Terms.
1. Acceptance of Terms; Eligibility
You may use the Services only if you can form a binding contract with Web Cited under California law and only in compliance with these Terms and all applicable local, state, federal, and international laws, rules, and regulations. The Services are intended for businesses and business representatives; the Site and Services are not directed to children under 18.
We may modify these Terms from time to time. Material changes will be posted on the Site with an updated "Last updated" date. Your continued use of the Services after a material change constitutes acceptance of the modified Terms.
Definitions. In these Terms, "Business Day" means Monday through Friday, excluding U.S. federal holidays and California state holidays observed in Orange County, California. Other defined terms are introduced in quotation marks at first use and retain their defined meaning thereafter.
2. About Web Cited
Web Cited is the trade name of Aliso, LLC, a California limited liability company, with a principal place of business in Orange County, California. Web Cited offers Search Experience Optimization (SXO) audits, including SEO (Search Engine Optimization), AEO (Answer Engine Optimization), and GEO (Generative Engine Optimization) analysis, and related advisory services.
3. Services Description
Web Cited offers three tiers of one-time, fixed-price audit engagements:
- Pulse: single-brand generative-engine visibility check, up to 10 URLs, up to 10 buyer-question prompts.
- SXO Audit: single-brand comprehensive sitewide audit covering SEO + AEO + GEO + entity + off-site, up to 25 URLs, up to 25 buyer-question prompts.
- Enterprise: multi-brand audit covering up to three brands, up to 25 URLs per brand, up to 25 buyer-question prompts per brand.
The exact deliverables for each tier are listed on the Site at /pricing and incorporated into these Terms by reference. Each engagement is fully asynchronous; no sales calls, kickoff calls, or recurring meetings are included unless separately agreed in writing.
Web Cited may, in its sole discretion, modify the Services, add or remove tiers, or change tier scopes. Material scope changes affecting an engagement already invoiced will be communicated by email; you will have the option to accept the change, request a refund of any unused fees, or proceed under the original scope as commercially reasonable.
4. Intake, Scope, Fees, and Payment
4.1 Intake
You submit an audit intake by completing the form at /start. By submitting the intake, you confirm the accuracy of the information provided, including your authority to authorize an audit of the brand or brands listed.
4.2 Scope confirmation
After receiving an intake, Web Cited will reply by email with a scope confirmation that restates the brands, URLs (where applicable), buyer questions, competitors, and tier price. The scope email is the engagement contract; payment of the corresponding invoice constitutes your acceptance of that scope.
4.3 Fees
Tier fees are listed on the Site, are quoted in U.S. dollars, are exclusive of any applicable taxes, and are payable in full upon receipt of the invoice. Tier fees as of the Effective Date are: Pulse $1,500, SXO Audit $5,000, Enterprise $12,500. We reserve the right to change tier prices at any time; published prices apply to engagements scoped after the price change takes effect.
4.4 Payment terms
Invoices are issued through a third-party payment processor (Stripe, Inc.). Payment is due upon receipt unless otherwise agreed in writing. We do not store payment card data; payment data is handled by Stripe under Stripe's terms and privacy policy. Web Cited is not responsible for the acts, omissions, fees, or service interruptions of Stripe or any other third-party payment processor. Your relationship with Stripe is governed by Stripe's own terms of service and privacy policy.
4.5 Refunds and work-commencement trigger
Audit work is deemed commenced upon the earlier of (a) the start of automated crawling on the audited brand's site, or (b) twenty-four (24) hours after Stripe confirms payment, whichever comes first. The fee is non-refundable after the work-commencement point, except as required by applicable law or by the partial-refund clause below. If we are unable to complete the audit due to circumstances within Web Cited's reasonable control (for example, a sustained pipeline outage that prevents delivery within thirty (30) days of payment), we will, at your election, either (i) issue a partial refund reflecting the portion of the engagement not yet completed at the time of cancellation, as determined by Web Cited acting reasonably and in good faith, or (ii) deliver the audit when reasonably possible.
4.6 Turnaround
Published turnaround windows (Pulse: 3 Business Days; SXO Audit: 5 Business Days; Enterprise: 10 Business Days, each from the date of payment) are targets, not guarantees. We will use commercially reasonable efforts to meet the published window. If we miss a published window by more than two (2) Business Days for reasons within our reasonable control, we will at our option apply a credit equal to ten percent (10%) of the engagement fee against a future engagement, or, at your election, refund a corresponding portion of the engagement fee. Credits and refunds issued under this Section 4.6 are the exclusive remedy for turnaround delays and do not stack with refunds available under Section 4.5; in no event will a single engagement give rise to remedies under both Sections combined exceeding 100% of the engagement fee.
4.7 Deliverable acceptance
Following Web Cited's delivery of the engagement deliverables, you have seven (7) Business Days to provide written notice of any material defects in scope or execution (a "Defect Notice"). A Defect Notice must (a) be sent by email to [email protected] with the subject "Defect notice", (b) identify the engagement, (c) describe the defect with reasonable specificity, and (d) reference the deliverable section or finding at issue. A "material defect" means a failure of a deliverable to substantially conform to the scope set out in the scope email under Section 4.2. Disagreement with a recommendation, prioritization, or analytical judgment, or a desire for additional analysis beyond the original scope, is not, by itself, a material defect. If Web Cited receives a timely Defect Notice, Web Cited will use commercially reasonable efforts to cure the defect within ten (10) Business Days of receipt. If no Defect Notice is received within the seven (7) Business Day window, the deliverables are deemed accepted. After acceptance (whether by timely cure of a Defect Notice or by passage of the window), any further work, including additional analysis, additional URLs, additional brands, additional prompts, or revisions outside the original scope, constitutes a new engagement subject to a separately scoped fee.
5. Customer Responsibilities and Customer Content
5.1 Authority and accuracy
You represent and warrant that you have the right and authority to (a) submit the intake, (b) authorize Web Cited to crawl, query, and analyze the brand websites and related public content listed in the intake, and (c) provide any URLs, buyer questions, competitor data, or other materials submitted to Web Cited (collectively, "Customer Content"). You further represent that the Customer Content is accurate, lawful, and does not infringe any third-party rights.
5.2 Customer Content license
You grant Web Cited a non-exclusive, worldwide, royalty-free license to access, use, copy, store, and process Customer Content solely for the purpose of performing the Services. This license terminates when the engagement deliverables are issued, except for retention as necessary for record-keeping, compliance, and Web Cited's internal aggregated analytics described in Section 8.
5.3 Compliance
You are responsible for ensuring that your use of the Site and any deliverables complies with all laws and contracts that apply to you or your business, including any obligations to inform third parties whose content is referenced in your audit.
5.4 Prohibited uses
You may not use the Services to:
- Audit a brand or website for which you do not have authority to commission an audit;
- Reverse engineer, decompile, or attempt to derive the source code or methodology of the Services beyond what is plainly disclosed in deliverables;
- Resell, sublicense, or otherwise commercially exploit the Services without Web Cited's prior written consent;
- Submit content that is unlawful, infringing, defamatory, or that contains malicious code;
- Interfere with or disrupt the Site, the Services, or Web Cited's infrastructure;
- Use the Site or Services to impersonate any person or entity.
5.5 Regulatory compliance
You are solely responsible for ensuring that your implementation of any audit recommendation complies with applicable industry-specific regulatory requirements, including but not limited to FDA, FTC, FINRA, HIPAA, GDPR, CCPA, and any sector-specific advertising, disclosure, or labeling rules. Audit recommendations are technical and content recommendations; they are not regulatory compliance guidance. If your industry or jurisdiction imposes specific requirements on advertising claims, schema markup content, comparative claims, or disclosures, you are responsible for adapting any audit recommendation accordingly.
5.6 Customer Content deletion rights
You may request deletion of Customer Content from Web Cited's systems at any time by emailing [email protected]. Web Cited will delete the requested Customer Content within thirty (30) days of receipt, except for materials Web Cited is required or permitted to retain for legal, tax, audit, accounting, or dispute-resolution purposes (typically up to seven (7) years for financial records). The Privacy Policy at /privacy describes specific retention periods by data category. Deletion of Customer Content does not retroactively un-deliver any audit deliverable; the deliverables you have already received remain yours under the license in Section 8.3.
6. Deliverables, Audit Accuracy Disclaimer, Service Availability
6.1 Deliverables and Playbook retention
For each engagement, Web Cited delivers the artifacts published on the Site for the corresponding tier as of the date of payment. Typical artifacts include a printable audit report PDF, an interactive Playbook web hub at a private URL (Audit and Enterprise tiers), and a Schema Pack zip of paste-ready JSON-LD blocks. The Playbook is hosted at a private URL for twelve (12) months from the delivery date. After 12 months, Web Cited may take the URL offline; we will retain a copy of the rendered content in our archives for an additional twelve (12) months and can re-publish the Playbook at the original or a new URL upon request. After 24 months from delivery, the rendered Playbook content may be deleted from Web Cited's systems unless a separate retention agreement applies.
6.2 Async follow-up window
Each engagement includes a tier-specific async follow-up window (Pulse: 14 days; SXO Audit: 30 days; Enterprise: 60 days, each from delivery). During the window, Web Cited will respond to clarifying questions about the deliverables by email within one (1) Business Day. Outside the window, follow-up support is available as a separately scoped paid engagement.
6.3 Audit accuracy disclaimer; experimental technology
The Services rely on rapidly-evolving generative AI and large language model technologies that are inherently experimental, non-deterministic, and subject to vendor model changes outside Web Cited's control. Search engine and generative engine outputs change over time and may differ between sessions, regions, devices, accounts, and model versions. Web Cited makes no warranty that audit findings are exhaustive, current as of any specific date after delivery, repeatable in any individual user session, or that implementing audit recommendations will produce any specific business outcome (including but not limited to citation share, ranking change, traffic change, or revenue change). Deliverables represent Web Cited's good-faith analysis as of the audit date based on the data sources and model versions available at that date. You assume the risk that subsequent model changes, vendor outages, or evolving methodology may change what a comparable audit would surface tomorrow.
6.4 Informational analysis; non-reliance
Deliverables are informational analyses, not recommendations of fact, legal advice, financial advice, accounting advice, regulatory advice, or medical advice. Audit findings are not guarantees and are not a substitute for professional judgment in any field. You exercise independent business judgment in implementing or relying on any audit finding. Web Cited makes no representation that the deliverables are appropriate or sufficient for any specific decision, transaction, or use case. You agree that audit findings inform, but do not solely determine, your business decisions; final implementation choices and their consequences are yours.
6.5 Service availability
Web Cited does not guarantee uninterrupted or error-free operation of the Site or the Services. Scheduled maintenance, third-party service outages (including but not limited to LLM providers, search-engine APIs, payment processors, hosting providers, and DNS providers), force majeure events, and routine engineering changes may interrupt access to the Site or delay delivery of audits. Web Cited has no obligation to provide any specific uptime, latency, or availability commitment for the Site itself.
6.6 No monitoring obligation
Web Cited has no obligation to monitor or report on changes to your site, your brand, your competitors, the cited engines, or third-party services after delivery, except as expressly covered by the tier-specific async follow-up window in Section 6.2. Re-audits are available as separately scoped paid engagements.
6.7 Third-party providers
The Services rely on third-party data providers, search-engine APIs, large language model APIs, and other vendor services (including but not limited to OpenAI, Anthropic, Google, Perplexity, DataForSEO, Stripe, Resend, HubSpot, and Cloudflare). Web Cited is not responsible for the accuracy, completeness, availability, latency, pricing, or outputs of any third-party provider. Failures, model changes, pricing changes, or service interruptions by any third-party provider that affect audit findings, deliverable timing, or Site availability are outside Web Cited's reasonable control.
6.8 Algorithm and ecosystem changes
Audit findings, recommendations, and impact projections are based on the state of search engines, generative engines, large language models, and the broader citation ecosystem at the time of the audit. These platforms change continuously and unpredictably, including changes to ranking algorithms, citation patterns, AI Overview surfaces, model versions, retrieval systems, and the data sources each engine consults. Web Cited makes no representation or warranty that any cited finding, ranking, citation share, prompt-response pattern, or impact projection will persist over time. You acknowledge that platform-side changes may render specific recommendations partially or fully obsolete. Re-audits, refreshes, monitoring, and updated Playbooks reflecting subsequent platform behavior are separately scoped paid engagements; Web Cited has no obligation under these Terms to provide any of the foregoing absent a separately scoped engagement.
7. Warranties and Disclaimers
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND THE SERVICES (INCLUDING ALL DELIVERABLES) ARE PROVIDED "AS IS" AND "AS AVAILABLE." WEB CITED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
WEB CITED DOES NOT WARRANT THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR PRODUCE ANY PARTICULAR RESULT OR BUSINESS OUTCOME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN THOSE JURISDICTIONS, THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED.
8. Intellectual Property
8.1 Customer IP
You retain all right, title, and interest in and to Customer Content. Nothing in these Terms transfers ownership of your trademarks, copyrighted content, business data, or any other intellectual property to Web Cited, except for the limited license described in Section 5.2.
8.2 Web Cited IP
Web Cited retains all right, title, and interest in and to (a) the Site and its design, code, and content (excluding Customer Content); (b) the Services, including the audit methodology, the prompt grids, the scoring rubrics, the Schema Pack templates, the Playbook software and templates, and the report formats; (c) all data Web Cited collects, generates, or aggregates in the course of performing the Services across customers, in anonymized and de-identified form; and (d) all improvements, derivative works, and aggregated insights derived from the Services.
8.3 Deliverable license to customer
Subject to your full payment of the engagement fee, Web Cited grants you a perpetual, worldwide, non-exclusive, royalty-free license to use the deliverables (the audit report PDF, the Playbook content as rendered for your engagement, and the Schema Pack zip) for your internal business purposes, including implementing the recommendations on the audited brand's websites and sharing the deliverables with: (a) your employees, contractors, and consultants; (b) your investors, prospective investors, M&A counterparties, and their advisors, in connection with due diligence or a transaction; (c) your wholly-owned subsidiaries, parents, and affiliates; and (d) any successor-in-interest by merger, acquisition, or operation of law. Each recipient must agree to confidentiality obligations no less protective than these Terms before receiving the deliverable. The license is otherwise non-transferable, and the deliverables may not be resold, sublicensed, or made publicly available without Web Cited's prior written consent.
8.4 Aggregated insights
Web Cited may use anonymized, de-identified, and aggregated insights from your engagement (for example, statistics across all audits about the prevalence of specific schema gaps or citation patterns) to improve the Services and to publish industry analysis, provided that no such use identifies your business, your audited brands, or your Customer Content.
8.5 Feedback
If you provide Web Cited with feedback or suggestions about the Services or deliverables, you grant Web Cited a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate the feedback into the Services without obligation to you.
9. Confidentiality and Data Security
9.1 Confidentiality
Each party may disclose to the other information that is marked or reasonably understood to be confidential ("Confidential Information"). Each party agrees to (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no case less than reasonable care; (b) use Confidential Information only as necessary to perform under these Terms; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than this Section.
Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is rightfully obtained from a third party not under a confidentiality obligation; or (d) is independently developed without use of the disclosing party's Confidential Information.
Each party may disclose Confidential Information if compelled by law, provided it gives the other party prompt notice (where legally permitted) and reasonable opportunity to object.
9.2 Data security
Web Cited implements commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content against unauthorized access, disclosure, alteration, or destruction. No security measure is perfect; Web Cited does not guarantee that Customer Content cannot be accessed by an unauthorized party as a result of an event outside Web Cited's reasonable control.
10. Privacy Policy
Your use of the Site and Services is also governed by Web Cited's Privacy Policy at /privacy, which is incorporated into these Terms by reference. The Privacy Policy describes what information Web Cited collects, how it is used, with which subprocessors it is shared, how long it is retained, and how you can exercise your rights with respect to it.
11. Publicity
Web Cited may identify you as a customer (including by name and logo) on the Site, in marketing materials, and in case studies, in factual descriptions of the engagement (without disclosing Confidential Information). You may opt out at any time by emailing [email protected].
Following an opt-out request, Web Cited will use commercially reasonable efforts to remove or redact references on assets Web Cited controls (its website, its archived sales decks, its case study materials) within thirty (30) days. Web Cited is not obligated to retract third-party redistributions, already-printed materials, content embedded in already-distributed videos or presentations, or copies held by individual viewers; that content is outside Web Cited's reasonable control. Future use of your name and logo will stop on receipt of the opt-out request.
12. Limitation of Liability
To the maximum extent permitted by law:
(a) No indirect damages. Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business opportunities, or goodwill, regardless of the theory of liability and even if the party has been advised of the possibility of such damages.
(b) Liability cap. Each party's total cumulative liability arising out of or relating to these Terms or the Services, regardless of theory, will not exceed the greater of (i) the total fees actually paid by you to Web Cited under these Terms in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) the fees paid by you for the specific engagement giving rise to the claim. This formulation ensures the cap floor reflects what you paid for the engagement at issue, even if the claim accrues more than twelve months after that engagement.
(c) Carve-outs. The limitations in Sections 12(a) and 12(b) do not apply to (i) a party's indemnification obligations under Section 13; (ii) a party's breach of confidentiality obligations under Section 9; (iii) your obligations to pay fees that are due and owing; or (iv) liabilities that cannot be limited or excluded under applicable law.
(d) Third-party providers. Without limiting subsections (a) and (b), Web Cited's liability for any failure, error, latency, outage, change in pricing, or other unavailability of the third-party providers identified in Section 6.7, and for any platform-side change of the kind described in Section 6.8, is in all events subject to the limitations and cap set forth in this Section 12. Any such third-party or platform event is treated as a circumstance outside Web Cited's reasonable control for purposes of these Terms.
13. Indemnification
By you. You will defend, indemnify, and hold harmless Web Cited and its officers, members, employees, contractors, and agents from and against any third-party claim, demand, suit, or proceeding (a "Claim") arising out of or related to (a) your breach of these Terms; (b) your Customer Content; (c) your use of any deliverable in violation of applicable law or in violation of any third-party right; or (d) your gross negligence or willful misconduct.
By Web Cited. Web Cited will defend, indemnify, and hold harmless you and your officers, employees, contractors, and agents from and against any Claim alleging that the Services as delivered infringe a third party's U.S. patent, copyright, or trademark, provided that (a) you give prompt notice of the Claim; (b) Web Cited has sole control of the defense and settlement; and (c) you provide reasonable cooperation. Web Cited's indemnification obligation does not extend to Claims arising from (i) your modification of deliverables; (ii) your combination of deliverables with other materials not provided by Web Cited; or (iii) Customer Content.
14. Term and Termination
These Terms are effective on your first use of the Site or Services and remain in effect until terminated.
Either party may terminate these Terms at any time on written notice; however, termination does not affect (a) any engagement currently in progress that has been paid for in full (which proceeds under these Terms as in effect at the time of payment); (b) any obligations that by their nature survive termination, including Sections 4.7 (Deliverable acceptance, to the extent the acceptance window has not yet closed at termination), 5.2 (Customer Content license, to the extent necessary for record retention), 5.5 (Regulatory compliance), 5.6 (Customer Content deletion rights), 6.3 (audit accuracy disclaimer), 6.4 (non-reliance), 6.5 (Service availability), 6.6 (No monitoring obligation), 6.7 (Third-party providers), 6.8 (Algorithm and ecosystem changes), 7 (Warranties and Disclaimers), 8 (Intellectual Property), 9 (Confidentiality and Data Security), 11 (Publicity, with the opt-out remaining available post-termination), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), 16 (Arbitration), 17 (Export Control), 18 (Intellectual Property Concerns), and 19 (General Provisions).
15. Governing Law and Jurisdiction
These Terms and any dispute arising out of or relating to these Terms or the Services are governed by the laws of the State of California, without regard to its conflict-of-laws principles. Subject to Section 16, any dispute that is not subject to mandatory arbitration shall be brought exclusively in the state or federal courts located in Orange County, California, and the parties consent to personal jurisdiction in those courts.
16. Binding Arbitration; Class Action Waiver
16.1 Agreement to arbitrate
Any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services (each, a "Dispute") that is not resolved within sixty (60) days of written notice will be resolved by binding arbitration administered by the American Arbitration Association ("AAA"). Web Cited intends the AAA Commercial Arbitration Rules then in effect to apply, because the Services are designed for businesses and business representatives (Section 1). However, the AAA itself determines which set of rules applies to a particular Dispute. If the AAA determines that the AAA Consumer Arbitration Rules apply (for example, because the user is an individual consumer), those rules will govern instead. The arbitration will be conducted by a single arbitrator. The seat of arbitration will be Orange County, California. The arbitration will be conducted in English. The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction.
16.2 Class action waiver
Each party waives any right to participate in a class, collective, consolidated, or representative action against the other party, or to act as a class representative or class member in any class proceeding. The arbitrator may not consolidate more than one party's claims or otherwise preside over any form of representative or class proceeding.
16.3 30-day opt-out
You may opt out of the agreement to arbitrate in Section 16.1 (and the class action waiver in Section 16.2) by emailing [email protected] with the subject "Arbitration opt-out" within thirty (30) days of the date you first agreed to these Terms. The opt-out email must include your full legal name, the email address used to submit any intake form to Web Cited, and the date you agreed to these Terms. Opting out does not affect any other provision of these Terms.
16.4 Small claims carve-out
Either party may bring an individual action in a small claims court of competent jurisdiction (in California, the small claims court has jurisdiction over claims up to the amount specified in California Code of Civil Procedure section 116.221) instead of arbitration, provided the action remains in small claims court and is not removed or appealed to a court of general jurisdiction.
16.5 Carve-outs
The agreement to arbitrate does not apply to (a) actions to compel arbitration or to enforce an arbitration award; (b) claims for injunctive relief to protect intellectual property rights or confidentiality, which may be brought in any court of competent jurisdiction; (c) the small claims action described in Section 16.4; or (d) any claim that cannot, by law, be subject to arbitration.
16.6 Costs
Each party bears its own costs and attorneys' fees in arbitration unless the arbitrator awards otherwise pursuant to applicable law.
17. Export Control and Sanctions
You represent and warrant that you are not (a) located in, under the control of, or a national or resident of any jurisdiction subject to comprehensive U.S. economic sanctions (currently including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine) or any other jurisdiction subsequently added to that list; (b) listed on the U.S. Department of the Treasury's Office of Foreign Assets Control Specially Designated Nationals List, the U.S. Department of Commerce Entity List, or any equivalent list maintained by another competent authority; or (c) acting on behalf of any person described in (a) or (b). You agree not to use the Services in violation of any U.S. export control or sanctions law or regulation.
18. Intellectual Property Concerns
If you believe that any content delivered to you by Web Cited (including any deliverable) infringes a third-party copyright, trademark, patent, or other intellectual property right, please contact [email protected] with a description of the alleged infringement, the URL or document reference of the affected deliverable, the rights you claim are infringed, and your contact information. Web Cited will review and respond within ten (10) Business Days. Web Cited reserves the right to remove, modify, or replace any deliverable that we determine in good faith to infringe a third-party right.
This is a customer-service intake for intellectual property concerns. It is not a notice procedure under the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512. Web Cited does not host third-party user-generated content as an online service provider and does not assert DMCA safe-harbor protections; this clause does not register a designated copyright agent.
19. General Provisions
19.1 Entire agreement
These Terms, together with any scope email, invoice, or written agreement signed by both parties referencing a specific engagement, constitute the entire agreement between you and Web Cited regarding the Site and Services. They supersede any prior or contemporaneous agreements, communications, or understandings, written or oral.
19.2 Order of precedence
In the event of a conflict between these Terms and a separately signed written agreement referencing a specific engagement, the signed agreement controls for that engagement. In the event of a conflict between these Terms and a scope email, these Terms control except as to the engagement-specific scope, fee, and turnaround documented in the scope email, which controls.
19.3 Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be replaced by a valid provision that most closely matches the original intent.
19.4 No waiver
The failure of either party to enforce any provision of these Terms is not a waiver of that provision or of any other provision.
19.5 Assignment
You may not assign these Terms or any rights under them without Web Cited's prior written consent. Web Cited may assign these Terms in connection with a merger, acquisition, sale of assets, or operation of law. Any attempted assignment in violation of this Section is void.
19.6 Force majeure
Neither party is liable for failure to perform any obligation under these Terms (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, labor disputes, third-party service outages, or government action. The affected party will use reasonable efforts to resume performance.
19.7 Independent contractor; no agency or fiduciary duty
Web Cited acts as an independent service provider in performing the Services. These Terms do not create any partnership, joint venture, agency, employment, fiduciary, or franchise relationship between you and Web Cited. Web Cited owes you no fiduciary duty, and Web Cited is not a partner with you in the execution of any audit recommendation. Each party is responsible for its own decisions regarding the Services and any related implementation.
19.8 Notices
Notices to Web Cited must be sent by email to [email protected]. Notices to you will be sent to the email address you provided on intake or last updated in your communications with Web Cited.
19.9 Survival
Sections 4.7 (Deliverable acceptance, to the extent the acceptance window has not yet closed at termination), 5.2 (to the extent relating to record retention), 5.5, 5.6, 6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 7 (Warranties), 8 (Intellectual Property), 9 (Confidentiality and Data Security), 11 (Publicity), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), 16 (Arbitration), 17 (Export Control), 18 (Intellectual Property Concerns), and 19 (General Provisions) survive any termination or expiration of these Terms.
19.10 Electronic communications and electronic signatures
You consent to receive notices, agreements, and other communications from Web Cited by electronic means, including email and through the Site. You agree that electronic communications and click-through assent (including the acknowledgement checkbox on the intake form) satisfy any legal requirement that such communications or agreements be in writing, and that an electronic signature has the same legal effect as a handwritten one.
19.11 No exclusivity
Each engagement is non-exclusive. Nothing in these Terms restricts Web Cited from performing audits, advisory services, or any other Services for any other person or entity, including any direct or indirect competitor of yours. Web Cited owes you no exclusivity, non-compete, restraint-of-trade, or right-of-first-refusal obligation, and Web Cited may engage with multiple customers operating in the same industry, category, or geography concurrently. The confidentiality obligations in Section 9 are the sole protection for Customer Content and Confidential Information against this engagement pattern, and you agree those obligations are sufficient. This Section does not limit Web Cited's obligations under Section 9.
20. Contact
Questions about these Terms can be sent to [email protected].
Aliso, LLC
d/b/a Web Cited
A California limited liability company
Orange County, California