1. ACCEPTANCE OF AGREEMENT. It is mutually understood and agreed that this Service Agreement shall become a contract between Client and WordJack Media LTD, called Provider, upon acceptance of the Service Agreement by Provider at one of its main offices. Provider reserves the right to discontinue any and all services if Client is delinquent in any payments due to Provider, or for such reasons as Provider, in its sole discretion, may deem appropriate.
2. COMMITMENT TO PROCESS. Provider will act as a digital marketing service, which may include (but is not limited to): website development, advertising, reputation monitoring, search engine optimization, social media management and blogging. Client understands that the overall success and effectiveness of this type of service is greatly dependent upon the Client’s commitment to the process and understands that service levels will decline without this commitment. The commitments and understanding include but are not limited to availability for discussions with Provider representatives and timely provision of approvals, materials & information.
3. PAYMENT TERMS. Client agrees to pay the charges for the advertising indicated on the Service Agreement, plus all applicable taxes. Any unpaid balance of the advertising charges is due and payable upon presentation of a statement. Any amounts not paid within 30 days of the date of such statement may thereafter bear a late charge at a rate of 1.5% per month, or at the highest rate allowed by applicable law, whichever is lower, until paid in full. Non-payment of charges will result in termination of service and may result in Client’s website being taken offline.
4. ACCELERATION. Should Client fail to make any payment when due, Provider may, at its option, declare Client in default and declare the entire balance owed by Client to Provider under this, or any other, agreement between Provider and Client immediately due and payable. Should Client be in default, Provider will have the right to charge the delinquent balance to the Client’s checking account or credit card account.
5. CANCELLATION. Client may cancel Service Agreement in writing without penalty within 7 days [Grace Period] of this contract date. Provider will refund deposits received for agreement cancelled within the Grace Period in compliance with the terms of this Section. If Client wishes to cancel services after the Grace Period, but prior to the expiration of the minimum Service Agreement term, Client will be charged an Early Termination Fee:
– For Website Starter Clients, the Early Termination Fee is equal to the full remaining balance of the Client’s Service Agreement.
– For all other Clients, the Early Termination Fee is calculated as 35% of the remaining balance of the Client’s Service Agreement.
Client must provide a minimum of one billing cycle (30 days) written notice of cancellation. All cancellations must be in writing and sent to address shown in Paragraph 14(f) or emailed to Client’s assigned Web Marketing Manager. If written notice of cancellation is not received, Service Agreement will automatically continue on a month-to-month basis.
6. EXTENSION OF CREDIT. Provider may, but need not, extend credit to Client for purchase of the services requested, upon such terms and conditions as Provider, in its sole discretion, deems appropriate.
7. ASSIGNMENT: This Agreement is between Client and Provider, and changes in ownership, name, management, or operation of Client shall not dissolve the contract obligations under this Agreement. This Agreement may not be assigned by Client without the consent of Provider, which consent will not be unreasonably withheld. This Agreement is assignable by Provider.
8. COPYRIGHTS. Client assumes sole responsibility for the protection of its copyright in any writing, illustration, design, map, photograph, or combination thereof. Any and all work produced by Provider under the terms of this agreement, excluding work on WordJack platforms, call tracking numbers and third-party platforms not under Provider’s control, will be transferred to the client upon completion of this contract, provided the client is in compliance with this contract and has no unpaid advertising charges, including Early Termination Fees.
9. PRIVACY. Provider will not share your information with any third parties, except as necessary to fulfill your services.
10. POLICIES. Provider reserves the right to revise its policies and practices. Provider further reserves the right to revise or reject any or all advertising copy or illustrations. In such cases, Client is still required to pay for all past activities and the remaining term of their agreement.
11. LIMITIATION OF LIABILITY. CLIENT AGREES THAT PROVIDER SHALL NOT BE LIABABLE FOR ERRORS OR OMISSIONS IN ONLINE ADVERTISING OR INFORMATION IN EXCESS OF THE AMOUNT PAID FOR ITEM(S) AND SHALL NOT BE LIABABLE FOR LOST PROFITS; DIRECT OR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR FOR ANY CONTINGENT DAMAGES ARISING OUT OF SUCH AN OMISSION OR ERROR. CLIENT ALSO AGREES THAT PROVIDER SHALL NOT BE LIABABLE FOR LOSS OF GOODWILL, REPUTATION, SEARCH ENGINE RANKING, CURRENT OR FUTURE BUSINESS AS A RESULT FROM THE ACTIVITIES PROVIDER PERFORMS TO PROMOTE THE CLIENT’S BUSINESS. IN THE EVENT THAT AN ERROR OR OMMISSION IS IDENTIFIED AND PROPERLY COMMUNICATED TO PROVIDER, PROVIDER WILL REMEDY IN ACCORDANCE OF REASONABLE BUSINESS PRACTICE.
12. WARRANTIES & INDEMNIFICATION. The person entering into this Service Agreement for Client warrants that he/she is authorized by Client to do so, and on behalf of Client represents and warrants: (1) that Client is in compliance with applicable laws, including licensing requirements; (2) that Client is a duly authorized agent for the product or service to be advertised; and (3) Client has the right to use any trademark, service mark, trade name, artwork, photographs, illustrations or copyrighted material appearing in the advertising material supplied by Client. Client agrees that it will save Provider harmless from any and all claims and demands asserted against Provider by reason of the falsity of the foregoing representations, breach of the foregoing warranties, or by reason of the falsity of any portion of said advertising or the name or copyrighted material therein, and agrees to notify Provider immediately, in writing, of any change in such ownership or authorization.
13. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, other than an action by the Provider for the collection of the amounts due under this Agreement, shall be settled by final, binding arbitration.
14. ADDITIONAL TERMS. (a) Should legal action be required to enforce Client’s obligations under this Agreement. Client agrees to pay all attorney’s fees and costs incurred by Provider in such an action or any appeal thereof. (b) If any paragraph or portion of this Agreement is declared invalid under applicable law, that declaration shall not affect the remaining terms of the Agreement, and all other terms of this Agreement shall retain their full force and effect. (c) This Agreement and any interpretation thereof shall be governed by the laws of the Province of Ontario. (d) Email & facsimile signatures shall have the same legal effect as original signature. (e) This Agreement constitutes the entire contract between the parties and neither party shall be bound by any terms, conditions, or representations not herein contained. (f) All written correspondence addressed to Provider should be directed to Customer Service Department, WordJack Media LTD,
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WordJack Media provides a wide range of website design and online marketing solutions to clients throughout Canada and the US, including Collingwood ON, Ottawa ON, Barrie ON, Miami FL, Lakeland FL, Orlando FL, Charlotte NC, Hickory NC, Asheville NC and more!. Contact WordJack Media today for more information about how we can help your business win on the web!
