These Wisdek Corp. 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 Search Engine Advertising Account Management services provided by Wisdek to the customer. These Terms govern Internet advertising campaign(s) offered by Wisdek (hereinafter, 'Services’) in the scope of this document, described in your Service Agreement for Account Management, hereinafter known as “Agreement" executed by and between Wisdek and Customer. All parties hereby agree and acknowledge:
1. Policies.
Services 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 PPC Management Services outlined in the Agreement. Wisdek reserves the rights to modify ads to comply with any Wisdek or third party Policies.
2. The Campaign.
Wisdek will create new or manage existing customer’s Search Engine Advertising Account, provided customer grants full access. Wisdek will maintain the account optimized for maximum performance to the best of its abilities. Wisdek DOES NOT GUARANTEE ANY DIRECT ON INDIRECT RESULTS FROM THE ADVERTISING SERVICES, including but not limited to increases in sales, enquiries, overall business performance and website statistics. Wisdek also does not guarantee or cannot influence any changes in costs associated with customer account done by the Search Engines. Client must return completed questioner to Wisdek, in order to begin activation of Services. Failure by Client to return the questioner with in same billing cycle resulting in cancellation ofServices will be subject to administrative charges described in Cancellation Section of these Terms. Services are to be activated within five (5) days for receipt of questioner. In the event when client is not satisfied with Services provided by Wisdek to customer, customer may receive monetary compensation less or equivalent to Management fees paid in specific billing cycle. Clients may request changes to be done on the account by sending email to clientcare@wisdek.comto a maximum of 3 times in any given billing cycle. Advertising Budgets will be prepaid to Search Engine prior to account activation or on first day of new billing cycle. Budget changes will be done with automatic deductions of 25% for Management fees. Content Network and Remarketing Services will take a minimum of tree (3) weeks from the date of receipt of payment for set up fees to activate services, provided Search Engine accepts and approves the account. In event when successful submission is questionable, Wisdek will advise client to cancel services without any penalties or cancellation fees, details are stated in Cancellation Section of these Terms. Content Network and Remarketing Services require FTP access to client’s site or ability for client to add code to site. Content Network and Remarketing clients will have banners presented for their approval prior to beginning of services, Client will have a choice of one revision, where the client must state required changes to the graphical components of the banner, and all additional revisions will be subjected to $ 50 fee per revision. Client must approve banner within minimum activation period of 3 weeks, all time spent to approve the banner beyond reasonable, will be added to the minimum activation time, and Wisdek will not be held liable for delay in activation. Client has the option of supplying own banners in specified formats. Customer upon termination of services may own Wisdek created account, after a successful transfer of owner on the account and payment of transfer fees, stated in the Cancellation Section of this agreement. Wisdek may reject or terminate any Services at any time for Customer's failure to provide payment. Wisdek will not carry any responsibility for budgets if clients interfere in account management.
3. Renewal.
Agreement is subject to automatic renewal on monthly bases under same terms and conditions as specified in original Agreement. Payment information specified on Agreement will be used for purpose of payment for renewal and subject to Section 8 of these Wisdek Corp Advertising Terms. Client may advise Wisdek in writing not to renew the Agreement automatically by sending email (clientcare@wisdk.com) or by Faxto .
4. Cancellation.
Customer may cancel Services within the first 24 hours of its electronic submission to Wisdek by emailing or faxing CANCELATION REQUEST to customercare@wisdek.com or fax to 1-866-697-7481. Full refund will be issued back using the original form of payment. Any Customer with CANCELATION REQUEST received after first 24 hours will not be entitled to full refund, unless specified below.
Customer may cancel Agreement after first 24 hours prior to Service activation by submitting CANCELATION REQUEST via email to customercare@wisdek.com or fax, client will receive refund for Services paid and Search Engine budget, minus Administration Fee of $ 100 CAD. All Customers with CANCELATION REQUEST received after activation, no refunds will be issued for Management Fees or Budgets prepaid to Search Engine. In the event when Wisdek foresees issues with activation of Search Engine Account due to the nature of client’s business, client will be offered to cancel Services without administration fees, and to receive full refund. In the event where client decides to proceed with activation despite Wisdek advice, client will not receive refund for Services if account has not been approved for activation by the Search Engine.
Wisdek reserves the right to cancel all accounts for default of payment with in 7 days, all accounts will be paused and customer will receive notification on the day payment was scheduled but not received.
If client wishes not to renew the monthly account, they must do so in writing 7 days before the renewal date without penalties. If customer wishes to cancel account any time after renewal date customer will not be eligible for refunds on advertising budgets.
Customer may request to own the account and campaign created by Wisdek upon termination of Services, customer must provide payment of transfer fees prior to ownership changes. Transfer fees are $1000 for all accounts with monthly budget of $5000 or less, and $ 2000 for all accounts with monthly budget higher than $5000.
5. Prohibited Uses; License Grant; Representations and Warranties.
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.
6. Disclaimer and Limitation of Liability.
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.
7. Agency.
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.
8. Payment.
Customer shall be responsible for all charges up to the amount of Agreementand shall pay all charges in Canadian Dollars (CAD), unless otherwise specified on the Agreement. In case of declined/missing payment for Management Fees or Search Engine Budget, customer's account will be suspended and customer must provide alternative payment within 7 days of the email notification. If payment is not provided within 7 days, the account will be cancelled and Wisdek reserves the right to reuse the Account for other purposes. 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 attorney’s fees Wisdek incurs collecting late 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'sManagement Fees and Search Engine Budgets for the applicable Services, 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. Billing cycle ( Billing Term) is 30 days from date of first payment, first billing cycle will be adjusted as per activation date of Account.
9. Indemnification.
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 Agreement or breach thereof, as well as Services 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 Services.
10. Miscellaneous.
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 customercare@wisdek.com 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 Agreement will remain in full effect. Customer may not assign any of its rights hereunder and any such attempt is void