INTERPRETATION AND DEFINITION
This Agreement is by and between Intelligence Marketer, its Clients their heirs, assigns, agents and contractors and Users of Intelligence Marketer’s website and are made effective as of the date of electronic execution. By accessing the Intelligence Marketer website, you acknowledge and agree that you have read, understood, acknowledged and agreed to be bound by all the terms and conditions of this Agreement.
1. By offering this site for use, Intelligence Marketer provides a worldwide, non-exclusive, non-transferable, revocable, limited license to access and make personal use of the information and services on this website, strictly subject to and in accordance with these Terms. Intelligence Marketer reserves the right to amend or terminate this license at any time and for any reason.
2. Failure to comply with these Terms may result in automatic termination of this license, without prior notice. Except for the limited license set forth in these Terms, Intelligence Marketer does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary materials.
3. The Intelligence Marketer name and logos are the intellectual property of Intelligence Marketer and may not be used without our written consent. You agree that all the materials displayed on or available through this website, including without limitation any and all names, logos, data, information, graphics, underlying software, displayed on or available from this website are protected by copyright, trademark and other intellectual property laws and are available for your personal use only. In connection with viewing and using this website, you are permitted to temporarily download one copy of the materials posted on this website onto a single computer for your personal, non-commercial use only.
4.You must not copy, modify, alter, download, publish, broadcast, distribute, sell or transfer any such materials unless expressly provided for in these Terms or with our express written permission. All rights not expressly granted herein are reserved. Downloading of any information, content or images from this website does not transfer any right or ownership of such information, content or images to you and such information, content or images may be used solely in accordance with these Terms. All copyright and other proprietary notices contained in downloadable materials must be retained.
LINKS TO OTHER WEBSITES
1. Links to other websites are provided for your convenience. Intelligence Marketer does not control these other websites and cannot be responsible for the content or accuracy of the information or other material on these websites. Unless expressly stated on this website, the provision of a link to an external website does not constitute an endorsement or approval of that website or any of the products or services on that website. You should seek independent expert advice if you have any concerns regarding what services, products or solutions may be suitable for you. Intelligence Marketer will not be liable for any damages or injury arising from your access to such sites or content.
LIMITATIONS ON USE OF SITE
1. You agree to use the Site only for lawful purposes. You agree that you will not use any device, software or other instrumentality to interfere or attempt to interfere with the proper working of our site and that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. In addition, you agree that you will not use any robot, spider, other automatic devices, or manual process to monitor or copy our web pages or the content contained herein, without the prior express consent of Intelligence Marketer.
TERMS OF SERVICE
Intelligence Marketer offers internet & web services that include, but not limited to: Web design/development, Mobile Application Development, search engine optimization (hereinafter “SEO”), Pay Per Click (hereinafter “PPC”), Facebook and other Social Media advertising, Link Building and Online Presence Management.
QUOTE FOR PROVISION OF SERVICES
1. All quotes supplied by Intelligence Marketer are valid for thirty (30) days from the date the quote is provided. Intelligence Marketer may amend this provision during promotional periods. Acceptance can be provided in writing, via electronic mail, in writing or via fax.
COMMENCEMENT OF SERVICES
1.Intelligence Marketer will send Client an email requesting additional information for the Project Brief. Intelligence Marketer will commence work within fourteen (14) days after the date of receipt of information.
2.Intelligence Marketer will use its best endeavors to provide Service to Client within a reasonable timeframe. Intelligence Marketer is not liable for delays to project or anticipated timeframes for delivery of service.
1.Client agrees to pay a fifty percent (50%) deposit for the Products and Services prior to work commencing on the Project Brief unless otherwise agreed at Intelligence Marketer’s discretion. Balance is due upon completion of Project Brief. Invoices are payable within five (5) business days from the date of the invoice.
2.All payments remitted to Intelligence Marketer are non-refundable. Any deposits made payable to Intelligence Marketer will be forfeited in the event of cancellation. Management will review refund requests on a case by case basis. Absolutely no refunds will be made after project commencement.
3.For SEO, PPC, Online Presence Management, Social Media, and Web Development Contracts, a one-time setup fee will be assessed and payment is required prior to work commencing. Monthly service fees are not included in the setup fee. The client will be billed for each month for the service fee for the contract term and month-to-month thereafter until customer provides Intelligence Marketer with a written cancellation request. The written cancellation request(s) must be received at least thirty (30) days prior to the effective date of the cancellation. The Initial Term must be fulfilled in order for a cancellation request to be valid. Written cancellation requests must be sent with proof of delivery to the Intelligence Marketer company address or via e-mail.
4.If Client provides Intelligence Marketer with their credit card information, you authorize Intelligence Marketer to automatically charge your credit or debit card for charges that apply to your account. Recurring charges will be posted to your credit card until such time that you cancel your account in accordance with Intelligence Marketer’s cancellation policy.
5.Client may elect to have invoices paid by direct debit. By completing a direct debit request, Client authorizes Intelligence Marketer to arrange for account funds to be debited from your account.
6.All payments to Intelligence Marketer will be made in USD (United States Dollar) or any other currency applicable.
LATE OR NON-PAYMENT
1.If payment has been declined or has not been made without information, Client’s account will be suspended and a reactivation fee of twenty-five dollars ($25.00) will apply.
2.For returned checks due to insufficient funds, Intelligence Marketer reserves the right to request alternate payment method. Any and all returned checks will incur a twenty-five dollar ($25.00) fee for each returned check.
3.If payment has not been received within 30 days, this will result in termination of our services and any and all work performed will be CanceledCancelled accounts cannot be reactivated and any account history or information will not be retrievable. No refund will be given thereafter. Any payments outstanding covered under the Initial Term will become due in full. Intelligence Marketer reserves the right to utilize outside agencies to assist in collecting outstanding balances.
1.Client will provide Intelligence Marketer with reasonable direct and remote access to its website, and shall provide such other reasonable assistance as Intelligence Marketer may request, including, but not limited to, providing source code and other statistical, diagnostic information and other relevant information required to enable Intelligence Marketer to comply with its obligations under this Agreement.
2.Intelligence Marketer shall provide the Services during the continuance of this Agreement. Intelligence Marketer will use reasonable efforts to provide Client with the Services in accordance with the estimated timeline set out in the Project Brief.
3.Where the Service being provided requires, Intelligence Marketer will liaise with the relevant web agency, hosting company or other third parties in order to provide the Services. Intelligence Marketer shall not be liable for any act or omission by the relevant web agency, hosting company or other third parties, if such act or omission results in Intelligence Marketer breaching its obligations under this Agreement.
4.Intelligence Marketer will not make changes to or update a Customer’s website prior to written or verbal consent from the Customer, stating that Intelligence Marketer have the right to make the agreed changes and the Customer, as the website owner, agrees to and takes full responsibility for those changes being made.
IMPLEMENTATION OF SEO SERVICE
1.Intelligence Marketer does not guarantee top page placement or page rank.
2.Client acknowledges that Intelligence Marketer may, as part of the client’s SEO campaign, add links and content to the client’s website. If the client chooses to reject these additions, SEO results may be negligible and client agrees to hold Intelligence Marketer harmless.
3.Client acknowledges that the SEO service applies only to selected keywords chosen by the Client. Intelligence Marketer will advise Client to which keywords are most beneficial.
4.Client acknowledges that Search Engine Optimization (“SEO”) is governed by many factors which are outside the direct control of Intelligence Marketer. Search Engines are third-party systems with unknown variables, algorithms and indexing decisions that can change at any time and without notice over which we have no control. Intelligence Marketer will use best efforts, techniques and accepted standards to improve Client’s Search Engine Ranking but cannot guarantee of #1 ranking of Client’s website on any major Search Engine using Client’s desired keywords. Client further acknowledges that the website’s ranking with a particular Search Term will rely on both the relevancy of that term on your pages and the popularity of that term on other websites.
5.Client further acknowledges and understands that a website’s rankings may go backward. Client agrees if this were to happen, no liability will be on Intelligence Marketer and no refunds or discounts given.
6.Intelligence Marketer is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
7.Intelligence Marketer is not responsible for the Client overwriting Intelligence Marketer’s work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content.
8.Intelligence Marketer is not responsible for the Client overwriting Intelligence Marketer’s work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content.
- duplicate sites, duplicate content or pages, redirects or doorway pages.
- link farms or any spanning techniques which may harm the web site’s ranking with Google.
- Increased traffic or sales.
- Hidden links
- Automated web site submission software or websites
9.Client acknowledges that Intelligence Marketer will add and “Powered by Intelligence Marketer” link to the footer section of each website they work on. This is Intelligence Marketer’s branding and to remove it will cost one hundred forty-nine dollars ($149.00).
IMPLEMENTATION OF PPC
1.Intelligence Marketer shall provide Client a management service of a designated PPC account in accordance with the terms set out in the Project Brief.
2.Client expressly permits Intelligence Marketer to create a PPC account on their behalf. Client acknowledges that PPC ads are subject to the designated provider’s Terms and Conditions. Client’s account will be deemed active once a designated provider approves it for online advertising. Intelligence Marketer is not liable if Client’s account is rejected.
3.Intelligence Marketer acknowledges that Client owns the designated provider’s Account developed by Intelligence Marketer. Upon expiration of the term of this agreement, Client may retain the account and its entire configuration.
4.Intelligence Marketer will send a draft to Client once work is complete. Client agrees to review and approve said draft within ten (10) business days. Intelligence Marketer is not liable for errors or omissions once the ads are deployed.
IMPLEMENTATION OF ONLINE PRESENCE MANAGEMENT
1.Intelligence Marketer does not guarantee any additional business will result from utilizing the Online Presence Management service. The expectation of increased customer traffic does not constitute a guarantee between Intelligence Marketer and Client.
2.Client agrees to actively participate and provide Intelligence Marketer any necessary or requested information in a timely fashion. Failure to provide Intelligence Marketer such information may be construed as a breach of contract by the Client. Client agrees to hold Intelligence Marketer harmless in the event Client fails to provide necessary or requested information to Intelligence Marketer.
3.Client acknowledges that directories are maintained by Intelligence Marketer on a subscription basis and agrees to hold Intelligence Marketer harmless if the subscription is discounted or stopped for any reason and Client information changes, becomes obsolete, or is no longer accurate.
4.Client acknowledges Intelligence Marketer is not obligated to provide Client access to directory listings. It is the client’s sole responsibility to maintain its listings after service has been discontinued.
FACEBOOK AND SOCIAL MEDIA ADVERTISING
1.Intelligence Marketer agrees to promote Client’s company on Facebook® and/or Social Media sites including but not limited to Twitter™, YouTube™, and LinkedIn™ through targeted advertising campaigns per the agreed specifications set out in the Project Brief.
2.Client agrees to provide Intelligence Marketer with information (ad banners and website links) within ten (10) working days after the Commencement Date and further agrees that they will comply with any technical specifications provided to the customer by Intelligence Marketer. Drafts will be sent to Client for approval before being submitted to the relevant site.
3.Client agrees that any images to be used in advertisements will be supplied to Intelligence Marketer. Client acknowledges that if images are not provided, additional design fees may be payable. Intelligence Marketer will bill client separately for these additional fees.
4.Client acknowledges that Facebook and other social media sites reserve the right to refuse adverts at any time for any reason, whether or not the same has already been acknowledged and/or previously published, including but not limited to for reasons relating to the contents of the advertisement or any technology associated with the advertisement. Intelligence Marketer will make every effort to create a substitute advertisement. If the advertisement is rejected due to content, Intelligence Marketer shall require Client to supply new copy acceptable to aforementioned sites. Intelligence Marketer cannot be held liable for rejection of ads by third-party websites. Client acknowledges that if an advertisement previously accepted and displayed on a social media site is then subsequently removed by said site, prior to the end of the agreed period, that Intelligence Marketer is not liable for this decision and no refund will be payable.
1.If requested, Intelligence Marketer shall provide the link building services as specified on the Intelligence Marketer website and to the agreed specifications on the Project Brief.
2.The number of links stated in the Project Brief is the number of links that Intelligence Marketer will provide on the link building report. The number is correct at the point at which the report is generated and quality controlled, whereupon it will be emailed to the Client.
3.Intelligence Marketer offers no guarantee for the length of time each link will remain live after the point at which it has been confirmed and reported on the Customer link report.
4.Client acknowledges that Intelligence Marketer is not liable for the content of those sites. Use of any such linked web site is at the Client’s own risk.
5.The inclusion of any link does not imply endorsement by Intelligence Marketer of the site.
6.Client acknowledges that linking to "bad neighborhoods" or receiving links from “link farms” can seriously damage all SEO efforts. Intelligence Marketer does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
1.Intelligence Marketer agrees to produce written material for inclusion on Client’s website upon the request of the Client and per the agreed specifications in the Project Brief.
2.Intelligence Marketer agrees that it will be the sole author of the work, which will be original work by Intelligence Marketer copywriter, free of plagiarism. Intelligence Marketer agrees to use reasonable care to ensure that all facts and statements in the work are true and that the work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party.
3.Client may provide an additional copy to Intelligence Marketer. Client accepts full responsibility for all detail contained in the copy provided to Intelligence Marketer and agrees to use reasonable care to ensure that all facts and statements in the work are true and that the work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party.
4.Intelligence Marketer acknowledges that Client has the right to edit the work in a time frame agreed upon in advance as it deems appropriate for publication and that Intelligence Marketer will cooperate with Client in editing and otherwise review the work prior to publication.
5.Client agrees that they are responsible for reviewing the final draft for accuracy to include spelling and grammatical errors, statements, and assertions. Intelligence Marketer is not liable for errors discovered after publication.
WEB DESIGN AND DEVELOPMENT
1.Intelligence Marketer agrees to design and develop a website at Client’s request and will deliver the work by to the agreed specifications in the Project Brief.
2.Client is solely responsible for preparing and posting detailed descriptions of each of its Project Briefs, including providing samples illustrating Client’s creative brief ("samples"), site structure, number of pages required, the applicable deadline, and other relevant terms and conditions. Client agrees to provide information to Intelligence Marketer within thirty (30) days of signing the agreed Project Brief.
3.Client agrees to supply Intelligence Marketer with adequate photography or imagery to use in the design; or Intelligence Marketer may recommend a stock photography bundle to suit the project. Client acknowledges that an additional fee may be assessed for any stock photography we acquire.
4.Client agrees that if it fails to deliver information or content to Intelligence Marketer to enable development work to commence within thirty (30) days that Intelligence Marketer may at its discretion consider the project cancelled. Client also agrees that no refund would be payable under this circumstance and will not hold Intelligence Marketer liable for subsequent breach of this Agreement.
5.Intelligence Marketer will send Client a "Web Draft" once work is completed. Client agrees to review and test website for grammatical, spelling, graphical errors and coding bugs. Client hereby agrees that it is their sole responsibility to notify Intelligence Marketer of any such errors during the revision cycle and before the final files have been generated. Client agrees to provide feedback and revisions to Intelligence Marketer within ten (10) business days after receipt of the draft.
6.Client is responsible for acquiring and purchasing a domain name. Intelligence Marketer may at its discretion advise Client on suitable names.
7.Client hereby acknowledges that Intelligence Marketer is not responsible for any errors, grammatical or otherwise found in submitted material Client provides towards the development of the website.
8.Intelligence Marketer agrees to resolve any errors or implement revisions requested by Client. Client agrees that a maximum of three revisions are available.
9.Client acknowledges that any change requests after final approval has been given to Intelligence Marketer the or after website is live in Production, that Intelligence Marketer reserves the right to require Client sign a new contract and pay any subsequent fees. Intelligence Marketer will not commence work on subsequent change requests until full payment has been received.
10.Client acknowledges that Intelligence Marketer will add a "Powered by Intelligence Marketer" link to the footer section of each website they work on. This is Intelligence Marketer’s branding and to remove it will cost one hundred forty-nine dollars ($149.00).
11.Client acknowledges Intelligence Marketer provides websites on a subscription basis and Intelligence Marketer retains ownership of the website. At Intelligence Marketer’s sole discretion, client may have the option to purchase the site from Intelligence Marketer after the Initial Term has been satisfactorily fulfilled by client.
1.Client’s website will be hosted on Intelligence Marketer’s server as long as the website subscription exists and is active without exception.
2.Intelligence Marketer at its sole discretion may recommend changing Client’s host or server, in order to protect the interests of your web site’s ranking within the Search Engines. Intelligence Marketer offers no guarantees to interruption of hosting services and cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service.
3.Client acknowledges that Intelligence Marketer may from time to time be required to perform maintenance, upgrades or replacements to servers. Intelligence Marketer reserves the right to suspend access to such server during the required time to do the maintenance, upgrade or exchange the server. In this event, Intelligence Marketer will notify Client via e-mail at least 24 hours before the due date and time for maintenance.
INTELLECTUAL PROPERTY AND COPYRIGHT
1.The technology and content provided on the Intelligence Marketer Site, unless specified otherwise is owned by or licensed to Intelligence Marketer. Content includes but not limited to text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software.
2.Intelligence Marketer and its licensors retain all proprietary rights to that content and technology and by continuing to use this website; Client acknowledges said content and technology is protected by Indian and international intellectual property laws.
3.For all content, imagery or photography provided to Intelligence Marketer in the provision of services, Client hereby warrants:
- They own the intellectual property rights in that content,
- That content does not infringe the intellectual property rights of a third party.
- That content is not fraudulent, stolen, or otherwise unlawful,
- That content does not violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, or criminal law),
- That content is not defamatory, unlawfully threatening or unlawfully harassing and
- That content does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware.
4.Intelligence Marketer reserves the right to refuse any content it considers to be in contravention with any of the above statements.
1.Client acknowledges that copyright to any stock imagery or photography used on Client’s websites is retained by the owner.
2.Client acknowledges that such images can therefore not be used or re-used for any other purpose and can only be used as they were placed onto your website by Intelligence Marketer. Any editing of the dimensions in which they appear may contravene their usage rights.
TRUTH IN ADVERTISING
1.Client hereby warrants that there is nothing in any advertisement or other material provided to Intelligence Marketer, or in any material to which the advertisement or other material links or refers, that violates any personal or proprietary right of any third party, constitutes false advertising, is harmful, or violates any law or governmental regulation.
2.Client agrees to indemnify and hold harmless Intelligence Marketer, its employees, directors, heirs and assigns against all liability, loss, damage and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material.
ASSIGNMENT OF INTELLECTUAL PROPERTY TO CLIENT
1.All copyright and other intellectual property rights in any work created, commissioned or otherwise acquired by Intelligence Marketer during the implementation of any contract between Intelligence Marketer and Client shall remain with Intelligence Marketer until full payment has been received.
2.Upon full payment, Intelligence Marketer hereby agrees to transfer to the Client all rights title and interest in the copyright and other intellectual property rights in all artwork, manuals, information, material reports, source code and other output which is produced, extended or modified during the production of the work outlined.
TERM OF AGREEMENT AND CANCELLATION
1.The Initial Term for the Agreement for Services shall continue as follows unless otherwise mutually agreed upon in writing:
- 180 days for SEO, Online Presence Management, PPC, Social Media, or a combination thereof, and unique contracts
- 365 days from the Commencement Date for Web Development contracts.
2.Following the Initial Term, this Agreement shall renew at the end of each 30-day period for a successive 30-day term unless either party provides a minimum of thirty (30) days written notice of its intention not to renew or if both parties agree to enter a new contract term for a determined time period.
3.Cancellations become effective thirty (30) days after receipt of written cancellation by Intelligence Marketer. Client will be notified of the cancellation via email. The Initial Term must be fulfilled in order for a cancellation request to be valid.
4.Client cannot cancel before the end of the initial contract term.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
1.Intelligence Marketer warrants that the services provided will at the time of delivery correspond to the specifications provided in the agreed upon Project Brief.
2.Client acknowledges that Intelligence Marketer does not warrant or make any representations concerning the accuracy of design, content, features, features, functions and performance of any web pages created by Intelligence Marketer or any advertisement placed on social media websites or otherwise, nor does it warrant or make any representations concerning the accuracy, likely results, or reliability of any optimization services it provides.
3.Client hereby agrees that the responsibility to check the performance,, accuracy and quality of any web pages created by Intelligence Marketer rests solely with them.
4.Client hereby agrees that Intelligence Marketer is not liable for any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
5.Client agrees Intelligence Marketer is not liable for absence of services as a result of illness, natural disasters, acts of God, or holiday.
6.The content on this Site is for general information only and use and is not intended to address your particular requirements. In particular, the content does not constitute any form of advice, recommendation or arrangement by Intelligence Marketer and is not intended to be relied upon by users in making (or refraining from making) any specific investment or other decisions. Appropriate independent advice should be obtained before making any such decision. Any arrangements made between Client and any third party named on this Site is at Client’s sole risk and responsibility.
7.USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITATION, SMART SEOMAKES NO WARRANTY OR GUARANTEE THAT THIS WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
8.TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL Intelligence Marketer ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, ACCOUNT PROVIDERS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “SMART SEO”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF Intelligence Marketer SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, Intelligence Marketer IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF Intelligence Marketer TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES.
9.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
1.Client acknowledges and agrees that Intelligence Marketer, at its sole discretion, may suspend access to this website, suspend services or terminate this Agreement if the Client:
- 1. fails to pay any sum due under this Agreement and such sum remains unpaid for five (5) days after written notice from Intelligence Marketer that such sum has not been paid;
- 2. ceases to carry on business or become insolvent, or have an administrator or receiver appointed or enter into liquidation or enter into any agreement with its creditors; or
- 3. fails to fulfill any of its obligations under any part of this or any other agreement that it has with Intelligence Marketer; or
- 4. interferes with or impairs the Service, or Intelligence Marketer’s ability to deliver the Services.
- 5. behaves in a manner found to be unlawful, inconsistent with, or in violation of, the letter or spirit of the terms of this Agreement.
1.Save as provided in this Agreement each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging its obligations under the Agreement and shall ensure that such employees are subject to corresponding obligations of confidentiality.
1.Client agrees to indemnify and hold harmless Intelligence Marketer, its employees, directors, heirs and assigns against all liability, loss, damage and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material.
1.If any provision of these Terms is held to be unenforceable, or invalid, for any reason, then that provision is deemed to be modified to the extent required to remedy the unenforceability or invalidity or if it is not possible to remedy the unenforceability or invalidity, that provision is to be severed from these Terms and these Terms will otherwise remain in full force.
1.This Contract shall be governed by the Corporate Act 1965, India. The parties submit all disputes arising between them to the courts in the State of Odisha and any court competent to hear appeals from those courts of the first instance.
1.These Terms are the entire agreement between the parties regarding the use of this Website and the purchase of any services and supersedes all previous negotiations, co, mitments and agreements about the website and the services.