These Wisdek Corp. Search Engine Marketing Campaign (SEMC) Advertising Program Terms (hereinafter, the Terms), are entered into by the customer. By signing these Terms or any document that references or accepts these Terms electronically, the customer accepts the Terms and conditions attached to them and set up by Wisdek Corp. (hereinafter, Wisdek) in respect of the services provided by Wisdek to the customer. These Terms govern Search Engine Optimization campaign(s) offered by Wisdek (hereinafter, 'Campaign') in the scope of this document, described in your Search Engine Marketing Campaign, executed by and between Wisdek and Customer. All parties hereby agree and acknowledge:
Campaign use is subject to all applicable Wisdek ad specification requirements and policies. Policies may be modified any time. Customer shall direct communication only to Wisdek regarding Customer's Internet Advertising Campaign outlined on www.wisdekseo.com website by fax or email to email@example.com. Wisdek reserves the rights to modify ad description and wording to comply with any Policies related to SEO Advertising.
Wisdek will create Customer's Local Business Listing in the contracted search engines as well as optimize and promote Customer's website through Internet Search Engines and/or Social bookmarks and/or Web directories and/or Link Building Services and/or Article/Blogs Distribution (as states in the contract). Wisdek may take up to thirty (30) calendar days from the payment date to process the data entry and to activate contracted service for the client.
For activation of Local Business Listings, Customer must supply Wisdek with activation code received in the mail or by phone in order to activate the listing (search engine specific). Wisdek reserves the right to refuse Local Business Listing creation with specific keyword within first thirty (30) days after activation due to inability to fulfill Local Business Listing due to reasons unrelated to Wisdek. Wisdek may substitute the keywords to generally accepted keywords or by modifying spelling to fulfill the contractual obligation under Local Business Listings and SEO Package. The Local Business Listings will only be advertised in a single geographical area and placed according to Customer's specific industry. Local Business Listing Advertising in additional geographical areas can be created under a new Advertising Package. Wisdek is not responsible for accuracy of information provided by the customer. Wisdek does not guaranty the appearance on the ad outside the country of the advertised geographical location, due to language and regional settings. Wisdek does not guaranty specific position(s) of the Customer's website in the search engines, but doing all reasonable and legitimate effort to move Customer's Local Business Listing and website to the highest position possible in the Search Engine Results. Images and Video content supplied are not guaranteed to appear due to possibility of technical issues unrelated to Wisdek. Wisdek does not guarantee appearance of the ad, if URL supplied by customer is not in working condition, as it will be automatically filtered out by the search engine.
Video Distribution will be only completed if a video is provided by the client. Wisdek is not responsible for video creation or video editing of any kind.
On-Site SEO services can be performed only after client provides FTP to Wisdek Technical Department to access the website the services were contracted for, absents of correct FTP login information, will result in inability or delay in performing the services. If Wisdek is unable to perform the services due to customer's failure to provide FTP access, no refunds will be issued.
Website Submission services do not guarantee inclusion of customers website in the submission results due to difference in search engine performance regulations and search algorithms.
Directory submission services do not guarantee acceptance to the directory for various reasons not related to Wisdek.
Reports for campaign development are available upon request or if otherwise mutually agreed by Wisdek and client, which is explicitly stated on the agreement.
Wisdek delivers majority of the services listed in SEMC within one month (30 days) from the service activation date. Due to the search engine specific rules for website indexing and actions Wisdek takes to promote customers websites, customer should expect changes in incoming traffic volume and quality 3 months (90 days) after effective activation date.
Customer grants Wisdek permission to utilize an automated software programs to retrieve and analyze websites associated with the Campaign for ad quality and serving purposes. Wisdek may reject or terminate any Campaign at any time for Customer's failure to provide payment.
Search Engine Marketing Campaign is subject to automatic renewal under same terms and conditions as specified in original agreement for the same duration as specified in original contract, excluding set up fees. Payment information specified in the contract will be used for purpose of payment for renewal and subject to Section 8 of these Wisdek Corp Advertising Terms.
Within first 24 hours from the moment payment is received, customer may cancel the SEMC with out cause in writing by email to firstname.lastname@example.org or fax 1-866-697-7481. Customer will be entitled for a full refund. Customer that wishes to cancel after first 24 hours from payment will not be entitled to full refund but may be entitled to a partial refund.
In event that customer wishes to cancel any time beyond first 24 hours, they may do so by sending cancellation request in writing to Customer Care by fax to 1-866-697-7481 or via email to email@example.com. Customer will be liable for full price of set up fee depending on the campaign purchased and regardless of any discounts given upon purchase of the campaign, as discounts are relative to payment terms only. Monthly fees will be charged for all completed months, all incomplete month will be rounded up to the next complete month, and the services will be provided in full for all paid months unless requested by client. The request to stop services before the completion of prepaid months does not qualify in any additional refunds.
At any time Wisdek may modify the Campaign and/or its Terms, including change in the price initially charged by Wisdek for the Campaign by giving the Customer a one-week notice (hereinafter, the Notice of Change) with no liability to Wisdek, its partners, appointees or affiliates. Should the Customer choose to continue with the Campaign at the end of the one-week period since the Notice of Change was delivered to the Customer, it is understood by the parties to this agreement that the Customer has accepted the Change to the Terms and accepted such changes.
Customer shall not advertise personally and shall not authorize any party to advertise anything illegal or engage in any illegal or fraudulent business practice. Customer represents and warrants that it holds and hereby grants Wisdek all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in formulating the keywords and advertisement needed for Wisdek to operate Internet's advertising campaigns for Customer in connection with this Agreement. Customer represents and warrants that all Customer information is complete, correct and current; and Customer's Services or product will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights, including, without limitation, intellectual property rights. Violation of the foregoing may result in immediate termination of this Agreement or customer's account without notice and may subject Customer to legal penalties and consequences.
To the fullest extent permitted by law, WISDEK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE, EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND CUSTOMER'S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO CUSTOMER'S BUSINESS, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO WISDEK BY CUSTOMER FOR THE AGREEMENT GIVING RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labour conditions and power failures. The parties agree that this is a continuing indemnity which shall remain in full force until it is terminated
Customer represents and warrants that it is authorized to act on behalf of and has bound to this Agreement any third party for which Customer advertises.
Customer shall be responsible for all charges up to the amount of Search Engine Marketing Campaign, or as set in the contract, and shall pay all charges in U.S. or Canadian Dollars equivalent to USD with current market exchange rate for the day of payment, unless otherwise specified on the Search Engine Marketing Campaign. In case of declined/missing payment, all work on customer's account will be temporary suspended and customer must provide alternative payment within 7 days of the email notification. If payment is not provided with in 7 days, the account will be cancelled and Wisdek reserves the right to revert the customer's website to pre contract state and cancel or suspend all listings. Wisdek reserves the right to a legal action against the Customer for any outstanding balances. Customer is responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees Wisdek incurs collecting outstanding amounts. To the fullest extent permitted by law, Customer waives all claims relating to charges unless claimed within 30 days after the charge. Charges are solely based on Wisdek's measurements for the applicable Campaign, unless otherwise agreed to in writing. Customer acknowledges and agrees that any credit card and related billing and payment information that Customer provides to Wisdek may be shared by Wisdek with companies who work on Wisdek's behalf, such as payment processors and/or sales agents, solely for the purposes of effecting payment to Wisdek and servicing Customer's account. Wisdek may also provide information in response to all valid legal processes, or to establish or exercise its legal rights or defend against legal claims. Wisdek shall not be liable for any use or disclosure of such information by such third parties.
Customer also agrees and covenants to indemnify and save Wisdek harmless from and against any and all third party claims, demands, actions and causes of action which may be made or brought against Wisdek or the Customer or both in respect of SEMC or breach thereof, as well as Campaign conducted by Wisdek, and from and against all damages, loss, cost, including legal costs on a solicitor and client basis, liability or expenses which the Customer may suffer or incur as a result of or in respect of the Campaign.
The Agreement is governed by laws of Ontario, Canada. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other applicable agreements, terms and conditions applicable to the subject matter hereof. Any conflicting or additional terms contained in additional documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Customer may grant approvals, permissions, extensions and consents by email. Any notices to Wisdek must be sent to firstname.lastname@example.org with read receipt confirmation. Notice to Customer may be effected by sending email to the email address specified in Customer's account, and is deemed received when sent. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the SEMC will remain in full effect. Customer may not assign any of its rights hereunder and any such attempt is void.