/Service Agreement

Paid Search Engine Marketing Contract

Parties

Buyer (hereinafter referred to as "You" or "Credit Card Holder" or "Client"). Seller, Web Design LLC a Virginia Limited Liability Company dba Web Marketing Central (hereinafter referred to as "Our", "Us" or "We").

Electronic Consent

In lieu of this electronic "Terms & Conditions", you have a right to request a paper copy of these "Terms & Conditions" before signing up. If you want a paper copy, please talk to one of our sales representative or call us toll-free at 1-800-940-8016 and we will send you a paper copy via email, mail or fax.

Terms and Conditions

1) STANDARD TERMS AND CONDITIONS:

These are the standard terms and conditions that apply to all contracts and all work undertaken by Web Marekting Central for its clients. By entering into this Agreement with us, you give us permission to access your Google AdWords account for the purposes of optimisation and management of your online business. This contract is limited to one website. For each additional website separate contract will be needed.

2) FEES:

You understand that there are three (3) costs to consider before using our Paid Search Engine Marketing service.

(a) One Time Set-up Fee (paid to us);
(b) Ongoing Monthly Agency Management Fees (paid to us);
(c) Monthly Search Engine Advertising Budget (paid to Google directly).

All prices listed are in U.S Dollars and exclusive of any applicable local taxes.

3) REFUND POLICY:

We work sincerely & dedicatedly to satisfy you. If you are still not pleased with our work, our refund policy works as below:

50% refund on setup fees, if requested in writing within 15 calendar days from date of order.

Please note:

(a) Refund not applicable on Monthly Agency Management Fees;
(b) Refund on Monthly Search Engine Advertising Budget is based on Google Adwords own refund policy;
(c) Refund not applicable for any delays out of our control;

4) SUPPLY OF MATERIALS:

You must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to, keywords, written copy, logos and other material as needed. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we reserve the sole right to extend any previously agreed deadlines by a reasonable amount. Where you fail to supply materials and information, and that prevents the progress of the work, we have the right to stop work and invoice you for any balance on the contract.

5) PROJECT DELAYS AND CLIENT LIABILITY:

We endeavour to set up your AdWords accounts as soon as possible, however in some cases it may take up to 7-10 days to complete set up of your new account. Any time frames or estimates that we give are contingent upon your full co-operation along with complete and final materials and information. During the period of contract, there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a regular basis in order to expedite the feedback process. We will not be responsible if the work remains largely unfinished or is delayed, due to your own inaction, or by not approving written ad copies, keywords, etc.

6) APPROVAL OF WORK:

On completion of the initial setup you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved.

7) REJECTED WORK:

If you reject any of our work within the 7-day review period and not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as complete and take measures to recover payment for the contracted work.

8) CANCELLATION:

If you wish to suspend or cancel our services and management of your AdWords accounts at any time then please let us know by email. Upon cancelling, all amounts owing to Web Marketing Central will need to be paid in full; any outstanding amounts will be due within 3 business days of cancellation. There will be no prorated refunds on the Monthly Agency Management Fees already paid.

Cancellation of our agreement does not automatically stop your Google AdWords advertising from running and incurring Google AdWords "per click" fees. We will not be liable for any amounts that Google AdWords charges you following the cancellation of your management with us. If you wish to cease advertising online at the same time that you cancel your contract with us, please notify us in writing so that we can cancel your Google Adwords online advertising for you as a courtsey. Alternatively, you may choose to directly access your own Google Adwords account to arrange cancellation.

9) PAYMENT:

(a) The initial (one time) set-up fee is payable in full before the setup of your Google AdWords accounts will begin.
b) The ongoing monthly "Agency Management Fees" for our services will be charged by us in advance on a monthly basis by automatically debiting your supplied credit card/debit card based on agreed management fees.
c) The "Search Engine Advertising Budget" will be charged by Google Inc, directly and by automatically debiting your supplied credit card/debit card based on monthly budget defined by you.

10) DISCLAIMER:

(a) Web Marketing Central is not Google, Google AdWords, Facebook or Yahoo;
(b) Web Marketing Central is affiliated with Google by being a "Google Certified Partner". However despite this affiliation with Google, Web Marketing Central is a separate entity from Google.
(c) Web Marketing Central will endeavour to help you obtain your online advertising goals by providing you with advice, information and technical services in relation to Search Engine advertising/marketing. Unless specifically stated to the contrary in this Agreement, Web Marketing Central do not guarantee any particular rate of return or performance of any online advertising on Google AdWords (including but not limited to any particular search results page/s or rankings). We cannot be held responsible for commercial outcomes which are associated with the Internet marketing or management of your Google AdWords account for your business and/or websites.
(d) Web Marketing Central nor any of its employees or agents, warrant that the functions contained in the account will be uninterrupted or error-free. In no event will Web Marketing Central or its owners or employees will be liable to you or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the hosting service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate the website, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitor’s computer or Internet software, even if Web Marketing Central has been advised of the possibility of such damages.
(e) Web Marketing Central shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay or loss arises.

11) ASSIGNMENT:

We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.

12) NON-DISCLOSURE:

We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.

13) ADDITIONAL EXPENSES:

You agree to reimburse us for any requested expenses which do not form part of our contracted proposal including but not limited to making landing pages, designing graphical ads, purchase of third party software, stock photographs, fonts, domain name registration, web hosting or any other comparable expenses. These extra add-ons have to be paid immediately upon your order request.

14) RIGHT OF REFUSAL:

Web Marketing Central reserves the right to refuse or terminate service to anyone for any reason not prohibited by law. Also we have the right to be free from acts or threats of disruptive behavior, abusive and/or offensive language, including intimidation, harassment and/or coercion, which involve or affect our operation. Abusive communications in any form (email, phone, in person, etc.) are strictly not tolerated. No refund would be provided in case of abusive communications.

15) GOVERNING LAW:

Regardless of the place of signing of this agreement, you agree that for purposes of venue, this agreement was entered into in the Commonwealth of Virginia, United States. Any dispute will be litigated or arbitrated in the Commonwealth of Virginia, and you hereby consent to the personal jurisdiction of the Fairfax County, Virginia Courts.

This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and agreed by both parties.

Web Marketing Central

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