Terms & Conditions

Please read these terms and conditions carefully. They govern the use of this website and provision of Online Content dot Marketing’s services described on this page, acceptance of which constitutes a legally binding contract.

INTERPRETATION AND DEFINITION

In this agreement the following terms shall have the respective meanings assigned to them: “Agreement” means these Terms and Conditions, Service descriptions, Terms of Use, Payment Terms and the Project Brief and any addenda. In the event of any conflict between the terms of this Agreement for the provision of Services, the details of the Project Brief shall prevail, except for payment terms where the Payment Schedule shall prevail; “Online Content dot Marketing” means  the entity trading as Online Content dot Marketing, provider of online marketing solutions; “Client” means the Company that enters into an agreement with Online Content dot Marketing , its employees, agents, representatives and sub- contractors, to whom the Service is provided as set out in the Project Brief; “You” meansany visitor to the Online Content dot Marketing site; “Site” means the Online Content dot Marketing website at www.smartseo.com.au ; “Commencement Date” means the date of commencement of the Services as set out on the signed Project Brief; “Fees” means the amounts payable by the Client for the Services provided by Online Content dot Marketing as detailed in the Project Brief; “Initial Term” unless otherwise stated in Project Brief means either 180 days from Commencement Date for SEO contracts and 90 days from the Commencement Date for Google AdWords™ or Social Media advertising. “Payment Terms” means the agreed schedule of payments that the customer shall make to Online Content dot Marketing for the provision of services forming part of these Terms and Conditions; “Services” means the services that Online Content dot Marketing currently offers, details of which are on the Online Content dot Marketing website and the services to be provided by Online Content dot Marketing to the Client as specified in the Project Brief.

GENERAL

This Agreement is by and between Online Content dot Marketing, its Clients their heirs, assigns, agents and contractors and Users of Online Content dot Marketing’s website and is made effective as of the date of electronic execution. By accessing the Online Content dot Marketing 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.

TERMS OF USE

1. LICENSE

1.1 By offering this site for use, Online Content dot Marketing provides a worldwide, nonexclusive, nontransferable, 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. Online Content dot Marketing reserves the right to amend or terminate this license at any time and for any reason.

1.2 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, Online Content dot Marketing does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary materials.

1.3 The Online Content dot Marketing name and logos are registered trademarks 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.

1.4 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.

2. LINKS TO OTHER WEBSITES

2.1 Links to other websites are provided for your convenience. Online Content dot Marketing 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. Online Content dot Marketing will not be liable for any damages or injury arising from your access to such sites or content.

3. LIMITATIONS ON USE OF SITE

3.3 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 device, or manual process to monitor or copy our web pages or the content contained herein, without the prior express consent Online Content dot Marketing.

TERMS OF SERVICE

Online Content dot Marketing offers internet marketing services that include, but not limited to: search engine optimization (hereinafter “SEO”), Google Adwords®, Facebook and other Social Media advertising, Link Building, and Web design/development.

1. QUOTE FOR PROVISION OF SERVICES

1.1 All quotes supplied by Online Content dot Marketing are valid for 7 days from the date the quote is provided. Online Content dot Marketing may amend this provision during promotional periods. Acceptance can be provided in writing, via electronic mail, in writing or via fax.

2. COMMENCEMENT OF SERVICES

2.1 Online Content dot Marketing will send Client an email requesting additional information for the Project Brief. Online Content dot Marketing will commence work within fourteen (14) days after the date of receipt of information.

2.2 Online Content dot Marketing will use its best endeavours to provide Service to Client within a reasonable timeframe. Online Content dot Marketing is not liable for delays to project or anticipated timeframes for delivery of service.

3. PAYMENT TERMS

3.1 Client agrees to pay for the Products and Services in full prior to work commencing on the Project Brief, unless otherwise agreed at Online Content dot Marketing’s discretion.  Invoices are payable within five (5) business days from the date of the invoice.

3.2 Client may request a full refund within seven (7) days of remitting payment to Online Content dot Marketing, prior to work commencing.  Client acknowledges that no refunds are available once work has commenced on the Project Brief and additional requests for refunds will require Management review.

3.3 For SEO Contracts, a one-time setup fee will be assessed and payment is required prior to work commencing. Monthly maintenance fees are not included in the setup fee. Client will be billed for each month for the maintenance fee until customer provides Online Content dot Marketing with a written cancellation request.

3.4 If Client provides Online Content dot Marketing with their credit card information, you authorize Online Content dot Marketing 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 Online Content dot Marketing cancellation policy.

3.5 Client may elect to have invoices paid by direct debit. By completing a direct debit request, Client authorizes Online Content dot Marketing to arrange for account funds to be debited to your account.

3.6 All payments to Online Content dot Marketing will be made in AUD (Australian Dollar).

4. LATE OR NON-PAYMENT

4.1 If payment has been declined or has not been made, Client’s account will be suspended and a reactivation fee of $50 will apply.

4.2 For returned cheques due to insufficient funds, Online Content dot Marketing reserves the right to request alternate payment method.

4.3 If payment has not been received after 30 days, this will result in termination of our services and any links and SEO work will be removed. Cancelled accounts cannot be reactivated and any account history or information will not be retrievable. No refund will be given thereafter.

3. CLIENT OBLIGATIONS

5.1 Client will provide Online Content dot Marketing with reasonable direct and remote access to its website, and shall provide such other reasonable assistance as Online Content dot Marketing may request, including, but not limited to, providing source code and other statistical, diagnostic information and other relevant information required to enable Online Content dot Marketing to comply with its obligations under this Agreement.

5.2 Online Content dot Marketing shall provide the Services during the continuance of this Agreement Online Content dot Marketing will use reasonable efforts to provide Client with the Services in accordance with the estimated timeline set out in the Project Brief.

5.3 Where the Service being provided requires, Online Content dot Marketing will liaise with the relevant web agency, hosting company or other third party in order to provide the Services.  Online Content dot Marketing shall not be liable for any act or omission by the relevant web agency, hosting company or other third party, if such act or omission results in Online Content dot Marketing breaching its obligations under this Agreement.

5.4 Online Content dot Marketing will not make changes to or update a Customer’s website prior to written or verbal consent from the Customer, stating that Online Content dot Marketing 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.

6. IMPLEMENTATION OF SEO SERVICE

6.1 Online Content dot Marketing guarantees that Client’s website will appear on the first page of designated Search Engines within an agreed period of time of the Commencement Date. If Online Content dot Marketing is unable to achieve this ranking within that time period, Online Content dot Marketing agrees to provide further optimization services until such time when Client’s website is listed on the first page.

6.1.1 Client acknowledges that Online Content dot Marketing 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, their First Page Guarantee may be rendered void, to the discretion of Online Content dot Marketing.

6.2 Client acknowledges that the guarantee applies only to selected keywords chosen by the Client. Online Content dot Marketing will advise Client to which keywords guarantee applies.

6.3 Client acknowledges that Search Engine Optimization (“SEO”) is governed by many factors which are outside the direct control of Online Content dot Marketing. 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. Online Content dot Marketing 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.

6.4 Client further acknowledges and understands that a website’s rankings may go backwards. Client agrees if this were to happen, no liability will be on Online Content dot Marketing and no refunds or discounts given.

6.5 Online Content dot Marketing is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.

6.6 Online Content dot Marketing is not responsible for the Client overwriting Online Content dot Marketing’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.

6.7 Online Content dot Marketing follows a strictly ethical SEO policy and will not be responsible for any bans or search engine suspension for the following:

  • 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

6.8 Client acknowledges that Online Content dot Marketing will add an “SEO Services” by “Online Content dot Marketing” link to the footer section of each website they work on. This is Online Content dot Marketing’s branding and to remove it will cost $250.

7. IMPLEMENTATION OF GOOGLE ADWORDS®

7.1 Online Content dot Marketing shall provide Client a management service of a Google AdWords® account in accordance with the terms set out in the Project Brief.

7.2 Client expressly permits Online Content dot Marketing to create a Google AdWords™ account on their behalf. Client acknowledges that Google AdWords™ are subject to Google’s Terms and Conditions. Client’s account will be deemed active once Google™ approves it for online advertising. Online Content dot Marketing is not liable if Client’s account is rejected.

7.3 Online Content dot Marketing acknowledges that Client owns the Google AdWords™ Account developed by Online Content dot Marketing. Upon expiration of the term of this agreement Client may retain the account and all its configuration.

7.4 Online Content dot Marketing will send a draft to Client once work is complete. Client agrees to review and approve said draft within fourteen (14) business days. Online Content dot Marketing is not liable for errors or omissions once the ads are deployed.

8. FACEBOOK AND SOCIAL MEDIA ADVERTISING

8.1 Online Content dot Marketing agrees to promote Client’s company on Facebook® and/or Social Media sites including but not limited to Twitter™, YouTube™, Digg™ and LinkedIn™ through targeted advertising campaigns per the agreed specifications set out in the Project Brief.

8.2 Client agrees to provide Online Content dot Marketing with information (ad banners and web site links) within ten working days after the Commencement Date and further agrees that they will comply with any technical specifications provided to the customer by Online Content dot Marketing. Drafts will be sent to Client for approval before being submitted to the relevant site.

8.3 Client agrees that any images to be used in advertisements will be supplied to Online Content dot Marketing. Client acknowledges that if images are not provided, additional design fees may be payable. Online Content dot Marketing will include these additional fees on the invoice.

8.3 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. Online Content dot Marketing will make every effort to create a substitute advertisement. If the advertisement is rejected due to content, Online Content dot Marketing shall require Client to supply new copy acceptable to aforementioned sites. Online Content dot Marketing 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 Online Content dot Marketing is not liable for this decision and no refund will be payable.

9. LINK BUILDING

9.1If requested Online Content dot Marketing shall provide the link building services as specified on the Online Content dot Marketing website and to the agreed specifications on the Project Brief.

9.2 The number of links stated in the Project Brief is the number of links that ONLINE CONTENT DOT MARKETING 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.

9.3 ONLINE CONTENT DOT MARKETING 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.

9.4 Client acknowledges that ONLINE CONTENT DOT MARKETING is not liable for the content of those sites. Use of any such linked web site is at the Client’s own risk.

9.5 The inclusion of any link does not imply endorsement by ONLINE CONTENT DOT MARKETING of the site.

9.6 Client acknowledges that linking to “bad neighborhoods” or receiving links from “link farms” can seriously damage all SEO efforts. ONLINE CONTENT DOT MARKETING does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.

10. COPYWRITING

10.1 Online Content dot Marketing 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.

10.2 Online Content dot Marketing agrees that it will be the sole author of the work, which will be original work by ONLINE CONTENT DOT MARKETING copywriter, free of plagiarism. Online Content dot Marketing 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

10.3 Client may provide additional copy to Online Content dot Marketing. Client accepts full responsibility for all detail contained in the copy provided to Online Content dot Marketing 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.

10.4 Online Content dot Marketing 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 Online Content dot Marketing will cooperate with Client in editing and otherwise reviewing the work prior to publication.

10.5 Client agrees that they are responsible for reviewing the final draft for accuracy to include spelling and grammatical errors, statements and assertions. Online Content dot Marketing is not liable for errors discovered after publication.

11. WEB DESIGN AND DEVELOPMENT

11.1 Online Content dot Marketing 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.

11.2 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 Online Content dot Marketing within 30 days of signing the agreed Project Brief.

11.3 Client agrees to supply the Online Content dot Marketing with adequate photography or imagery to use in the design; or SEO 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.

11.4 Client agrees that if it fails to deliver information or content to Online Content dot Marketing to enable development work to commence within thirty (30) days, that Online Content dot Marketing may at its discretion consider the project cancelled. Client also agrees that no refund would be payable under this circumstance and will not hold Online Content dot Marketing liable for subsequent breach of this Agreement.

11.4 Online Content dot Marketing 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 Online Content dot Marketing of any such errors during the revision cycle and before the final files have been generated. Client agrees to provide feedback and revisions to Online Content dot Marketing within fourteen (14) working days after receipt of the draft.

11.6 Client is responsible for acquiring and purchasing a domain name. Online Content dot Marketing may at its discretion advise Client on suitable names.

11.7 Client hereby acknowledges that Online Content dot Marketing is not responsible for any errors, grammatical or otherwise found in submitted material Client provides towards the development of the website.

11.10 Online Content dot Marketing agrees to resolve any errors or implement revisions requested by Client. Client agrees that a maximum of three revisions are available.

11.11 Client acknowledges that any change requests after final approval has been given to Online Content dot Marketing or after website is live in Production, that Online Content dot Marketing reserves the right to require Client sign a new contract and pay any subsequent fees. Online Content dot Marketing will not commence work on subsequent change requests until full payment has been received.

11.12 Client acknowledges that Online Content dot Marketing will add a “Web Design” by “Online Content dot Marketing” link to the footer section of each website they work on. This is Online Content dot Marketing’s branding and to remove it will cost $250.

12. HOSTING

12.1 Client’s website should be hosted on a reliable server, based in the country of Search Engine interest, with constant availability, for optimum results.

12.2 Online Content dot Marketing may recommend changing Client’s host or server, in order to protect the interests of your web site’s ranking within the Search Engines. Online Content dot Marketing offers no guarantees to interruption of hosting services and cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service.

12.3. Client may elect to host their website with Online Content dot Marketing for an additional annual fee.  Client agrees to pay the annual hosting charge in advance of commencement of hosting services

12.4 Client acknowledges that Online Content dot Marketing may from time to time be required to perform maintenance, upgrades or replacements to servers. Online Content dot Marketing 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, Online Content dot Marketing will notify Client via e-mail at least 24 hours before the due date and time for maintenance.

INTELLECTUAL PROPERTY AND COPYRIGHT

13.1 The technology and content provided on the Online Content dot Marketing Site, unless specified otherwise is owned by or licensed to Online Content dot Marketing. Content includes but not limited to text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software.

13.2 Online Content dot Marketing 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 Australian and international intellectual property laws.

13.4 For all content, imagery or photography provided to Online Content dot Marketing in the provision of services, Client hereby warrants:

  1. i)        they own the intellectual property rights in that content;
  2. ii)       that content does not infringe the intellectual property rights of a third party;

iii)     that content is not fraudulent, stolen, or otherwise unlawful;

  1. iv)     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);
  2. v)      that content is not defamatory, unlawfully threatening or unlawfully harassing; and
  3. vi)     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.

13.4 Online Content dot Marketing reserves the right to refuse any content it considers to be in contravention with any of the above statements.

14. STOCK IMAGERY/PHOTOGRAPHY

14.1 Client acknowledges that copyright to any stock imagery or photography used on Client’s websites is retained by the owner.

14.2 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 Online Content dot Marketing. Any editing of the dimensions in which they appear may contravene their usage rights.

15. TRUTH IN ADVERTISING

15.1 Client hereby warrants that there is nothing in any advertisement or other material provided to Online Content dot Marketing, 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.

15.2 Client agrees to indemnify and hold harmless Online Content dot Marketing, 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

16. ASSIGNMENT OF INTELLECTUAL PROPERTY TO CLIENT

16.1 All copyright and other intellectual property rights in any work created, commissioned or otherwise acquired by Online Content dot Marketing during the implementation of any contract between Online Content dot Marketing and Client shall remain with Online Content dot Marketing until full payment has been received.

16.2 Upon full payment, Online Content dot Marketing 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.

17. TERM OF AGREEMENT AND CANCELLATION

17.1 The Initial Term for the Agreement for Services shall continue as follows unless otherwise mutually agreed upon in writing:

–          180 days for search engine optimization contracts

–          90 days for Google AdWords™ and Social media advertising contracts

17.2 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 7 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.

17.3 Cancellations become effective on the day processed by Online Content dot Marketing. Client will be notified of the cancellation via email.

17.4 If Client cancels before the end of the initial contract term a $50 penalty will be assessed.

DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

18.1 Online Content dot Marketing warrants that the services provided will at the time of delivery correspond to the specifications provided in the agreed upon Project Brief.

18.2 Client acknowledges that Online Content dot Marketing does not warrant or make any representations concerning the accuracy of design, content, features, features, functions and performance of any  web pages created by Online Content dot Marketing 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.

18.3 Client hereby agrees that the responsibility to check the performance, accuracy and quality of any web pages created by Online Content dot Marketing rests solely with them.

18.4 Client hereby agrees that Online Content dot Marketing 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.

18.5 Client agrees Online Content dot Marketing is not liable for absence of services as a result of illness or holiday.

18.6. 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 Online Content dot Marketing 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.

18.7 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, ONLINE CONTENT DOT MARKETING MAKES NO WARRANTY OR GUARANTEE THAT THIS WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL ONLINE CONTENT DOT MARKETING OR 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 “ONLINE CONTENT DOT MARKETING”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF ONLINE CONTENT DOT MARKETING 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, ONLINE CONTENT DOT MARKETING 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 ONLINE CONTENT DOT MARKETING TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

21.1 TERMINATION

21.1 Client acknowledges and agrees that Online Content dot Marketing, 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 5 days after written notice from Online Content dot Marketing that such sum has not been paid;
    ii. 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
    iii. fails to fulfill any of its obligations under any part of this or any other agreement that it has with Online Content dot Marketing; or
    iv. interferes with or impairs the Service, or Online Content dot Marketing’s ability to deliver the Services.
    vi. behaves in a manner  found to be unlawful, inconsistent with, or in violation of, the letter or spirit of the terms of this Agreement.

22. CONFIDENTIALITY

22.1 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.

23. INDEMNIFICATION

23.1 Client agrees to indemnify and hold harmless Online Content dot Marketing, 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.

24. SEVERABILITY

24.1 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.

25. JURISDICTION

25.1 This Contract shall be governed by the laws of the State of Victoria, Australia. The parties submit all disputes arising between them to the courts in the State of Victoria and any court competent to hear appeals from those courts of first instance.

26. ENTIRE CONTRACT

26.1 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, commitments and agreements about the website and the services.

27. OTHER LEGAL NOTICES

27.1 The Trademarks used herein are registered trademarks and used under license:

– YouTube™ and Google AdWords™  are registered trademarks of Google Inc, 1600 Amphitheatre Parkway, Mountain View, CA 94043

– LinkedIn® is a registered trademark of Linkedin Corporation, 2029 Stierlin Ct. Mountain View, CA 94043

– Digg® is a registered trademark of Digg Inc,135 Mississippi Street, 3rd Floor, San Francisco, CA 94107-2536 94043

 

Privacy Policy

At Online Content dot Marketing, we support the protection of your privacy rights and we are committed to safeguarding privacy and to complying with the Australia Data Protection Act 1998. This Privacy Policy will answer your questions about the kind of information we collect and how we use it.

What information do we collect?

When you visit this website you may provide us with two types of information: personal information you knowingly choose to disclose that is collected on an individual basis and information we collect about usage of this website that we collected on an aggregate basis.

1. Personal Information

In order for us to contact you, you must first complete the “Contact Us” form on our website. Before submitting the form, you are required to give certain information (such as name and email address). This information is used to contact you about the products/services on our site in which you have expressed interest.

2. Email Address

If you choose to correspond with us via email, we may retain the content of your email messages together with your email address and our responses.

Online registration or correspondence with us via email constitutes a commercial relationship and implies consent for us to communicate with you regarding our services.

In the course of doing business, we may collect information about our customers such as: names, addresses, telephone numbers, credit card information and e-mail addresses; depending on the nature of the transaction with us.

Any information that personally identifies you may be used by Smart SEO to:

  • inform you about our products and services;
  • improve the products and services we offer; and
  • better serve the needs of our customers

We take every precaution to maintain data accuracy and to ensure the correct use of information, we have put in place appropriate procedures to safeguard and secure the information we collect online.

3. Website Information – Use of Cookies

We also collect information automatically about your visit to our Site. The information obtained in this way, which includes demographic data and browsing patterns, is only used in aggregate form. We use cookies to identify you when you visit the Site track the pattern of visitor usage across the site. A cookie is a small piece of information sent by a web server to a web browser that enables the server to collect information about user preferences on the website. They may also include the date and time of visits, the pages viewed, time spent at our site, and the site(s) visited just before and just after our site. This enables us to gather feedback which we may use to improve our site and better serve our clients. Cookies do not allow us to gather any personal information about you and we do not intentionally store any personal information that your browser provided to us in your cookies. If you prefer not to receive cookies, you may be able to change the settings of your browser to disable them or to notify you when cookies are being used.

4. IP Addresses

IP addresses (“Internet Protocol) is a unique number to identify computers that are connected to the internet. IP addresses are automatically collected by our web server as part of demographic and profile data known as traffic data so that data (such as the Web pages you request) can be sent to you.

How we use your personal information

We only use or disclose personal information for the purpose that was specifically or reasonably apparent at the time of collection. The personal information that you provide to us will be used in order to process your request and to provide you with more information about our services. We may also use the information for the purposes of direct marketing to inform you about new products and services, changes to our website or company. In these circumstances, you will be provided with an opportunity to opt-out of receiving specified marketing communications.

Disclosure of personal information to third parties

We never use or share the personally identifiable information provided to us online in ways unrelated to the ones described above. We will not sell, rent, or lease mailing lists or other customer data to others and we will not make your personal information available to any unaffiliated parties, except as follows:

– To agents and/or contractors who may use it on our behalf or in connection with their relationship with us (for example, we may use third parties to help us with promoting new products or services)

– If required by law enforcement, judicial or government authority or in a matter of public safety or policy, as needed in connection with the transfer of our business assets (for example, if we are acquired by another company or if we are liquidated during bankruptcy proceedings).

– We may also disclose account information when we have reason to believe that disclosing this information is necessary to identify, contact or bring legal action against someone who may be in violation of our Terms and Conditions or to protect our property or the safety of our customers and the public.

Remarketing

Do we use cookies?

Yes (Cookies are small files that a site or its service provider transfers to your computer’s hard drive through your Web browser (if you allow) that enables the sites or service providers systems to recognize your browser and capture and remember certain information.

We use cookies to help us remember and process the items in your shopping cart, understand and save your preferences for future visits, keep track of advertisements and compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools in the future. We may contract with third-party service providers to assist us in better understanding our site visitors. These service providers are not permitted to use the information collected on our behalf except to help us conduct and improve our business.

Remarketing

We also uses 3rd party vendor re-marketing tracking cookies, including the Google AdWords tracking cookie. This means we will continue to show ads to you across the internet, specifically on the Google Content Network (GCN). As always we respect your privacy and are not collecting any identifiable information through the use of Google’s or any other 3rd party remarketing system.
The third-party vendors, including Google, whose services we use – will place cookies on web browsers in order to serve ads based on past visits to our website. – Third party vendors, including Google, use cookies to serve ads based on a user’s prior visits to your website. This allows us to make special offers and continue to market our services to those who have shown interest in our service.

Opt-Out

You may opt out of Google’s use of cookies by visiting the Ads Preferences Manager. Also, you can opt out of other third-party vendor’s use of cookies by visiting the Network Advertising Initiative opt-out page.

Links to Third Party sites

Smart SEO’s websites may contain links to third party websites that are not operated or controlled by us. Please note that Smart SEO is not responsible for the privacy or security practices of those third party web sites and those sites are not covered by this Privacy Policy.

Other companies that place advertising on our web sites may collect information about you when you view or click on their advertising or content through the use of cookies or web bugs. We have no control this collection of information.

Your Consent

By using our Website you consent to our collection and use of your personal information as described in this Privacy Policy. If you would like to change your personal information we have on record, which is inaccurate or out-of-date, you must notify us by sending a letter or fax signed by you and the record will be changed.
Privacy Policy Changes

From time to time, Smart SEO may update this Privacy Policy. If any changes are made, we will post them here.
This Privacy Statement was last updated on June 3rd, 2011.

 

 

Terms & Conditions

Please read these terms and conditions carefully. They govern the use of this website and provision of Online Content dot Marketing’s services described on this page, acceptance of which constitutes a legally binding contract.

INTERPRETATION AND DEFINITION

In this agreement the following terms shall have the respective meanings assigned to them: “Agreement” means these Terms and Conditions, Service descriptions, Terms of Use, Payment Terms and the Project Brief and any addenda. In the event of any conflict between the terms of this Agreement for the provision of Services, the details of the Project Brief shall prevail, except for payment terms where the Payment Schedule shall prevail; “Online Content dot Marketing” means  the entity trading as Online Content dot Marketing, provider of online marketing solutions; “Client” means the Company that enters into an agreement with Online Content dot Marketing , its employees, agents, representatives and sub- contractors, to whom the Service is provided as set out in the Project Brief; “You” meansany visitor to the Online Content dot Marketing site; “Site” means the Online Content dot Marketing website at www.smartseo.com.au ; “Commencement Date” means the date of commencement of the Services as set out on the signed Project Brief; “Fees” means the amounts payable by the Client for the Services provided by Online Content dot Marketing as detailed in the Project Brief; “Initial Term” unless otherwise stated in Project Brief means either 180 days from Commencement Date for SEO contracts and 90 days from the Commencement Date for Google AdWords™ or Social Media advertising. “Payment Terms” means the agreed schedule of payments that the customer shall make to Online Content dot Marketing for the provision of services forming part of these Terms and Conditions; “Services” means the services that Online Content dot Marketing currently offers, details of which are on the Online Content dot Marketing website and the services to be provided by Online Content dot Marketing to the Client as specified in the Project Brief.

GENERAL

This Agreement is by and between Online Content dot Marketing, its Clients their heirs, assigns, agents and contractors and Users of Online Content dot Marketing’s website and is made effective as of the date of electronic execution. By accessing the Online Content dot Marketing 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.

TERMS OF USE

1. LICENSE

1.1 By offering this site for use, Online Content dot Marketing provides a worldwide, nonexclusive, nontransferable, 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. Online Content dot Marketing reserves the right to amend or terminate this license at any time and for any reason.

1.2 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, Online Content dot Marketing does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary materials.

1.3 The Online Content dot Marketing name and logos are registered trademarks 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.

1.4 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.

2. LINKS TO OTHER WEBSITES

2.1 Links to other websites are provided for your convenience. Online Content dot Marketing 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. Online Content dot Marketing will not be liable for any damages or injury arising from your access to such sites or content.

3. LIMITATIONS ON USE OF SITE

3.3 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 device, or manual process to monitor or copy our web pages or the content contained herein, without the prior express consent Online Content dot Marketing.

TERMS OF SERVICE

Online Content dot Marketing offers internet marketing services that include, but not limited to: search engine optimization (hereinafter “SEO”), Google Adwords®, Facebook and other Social Media advertising, Link Building, and Web design/development.

1. QUOTE FOR PROVISION OF SERVICES

1.1 All quotes supplied by Online Content dot Marketing are valid for 7 days from the date the quote is provided. Online Content dot Marketing may amend this provision during promotional periods. Acceptance can be provided in writing, via electronic mail, in writing or via fax.

2. COMMENCEMENT OF SERVICES

2.1 Online Content dot Marketing will send Client an email requesting additional information for the Project Brief. Online Content dot Marketing will commence work within fourteen (14) days after the date of receipt of information.

2.2 Online Content dot Marketing will use its best endeavours to provide Service to Client within a reasonable timeframe. Online Content dot Marketing is not liable for delays to project or anticipated timeframes for delivery of service.

3. PAYMENT TERMS

3.1 Client agrees to pay for the Products and Services in full prior to work commencing on the Project Brief, unless otherwise agreed at Online Content dot Marketing’s discretion.  Invoices are payable within five (5) business days from the date of the invoice.

3.2 Client may request a full refund within seven (7) days of remitting payment to Online Content dot Marketing, prior to work commencing.  Client acknowledges that no refunds are available once work has commenced on the Project Brief and additional requests for refunds will require Management review.

3.3 For SEO Contracts, a one-time setup fee will be assessed and payment is required prior to work commencing. Monthly maintenance fees are not included in the setup fee. Client will be billed for each month for the maintenance fee until customer provides Online Content dot Marketing with a written cancellation request.

3.4 If Client provides Online Content dot Marketing with their credit card information, you authorize Online Content dot Marketing 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 Online Content dot Marketing cancellation policy.

3.5 Client may elect to have invoices paid by direct debit. By completing a direct debit request, Client authorizes Online Content dot Marketing to arrange for account funds to be debited to your account.

3.6 All payments to Online Content dot Marketing will be made in AUD (Australian Dollar).

4. LATE OR NON-PAYMENT

4.1 If payment has been declined or has not been made, Client’s account will be suspended and a reactivation fee of $50 will apply.

4.2 For returned cheques due to insufficient funds, Online Content dot Marketing reserves the right to request alternate payment method.

4.3 If payment has not been received after 30 days, this will result in termination of our services and any links and SEO work will be removed. Cancelled accounts cannot be reactivated and any account history or information will not be retrievable. No refund will be given thereafter.

3. CLIENT OBLIGATIONS

5.1 Client will provide Online Content dot Marketing with reasonable direct and remote access to its website, and shall provide such other reasonable assistance as Online Content dot Marketing may request, including, but not limited to, providing source code and other statistical, diagnostic information and other relevant information required to enable Online Content dot Marketing to comply with its obligations under this Agreement.

5.2 Online Content dot Marketing shall provide the Services during the continuance of this Agreement Online Content dot Marketing will use reasonable efforts to provide Client with the Services in accordance with the estimated timeline set out in the Project Brief.

5.3 Where the Service being provided requires, Online Content dot Marketing will liaise with the relevant web agency, hosting company or other third party in order to provide the Services.  Online Content dot Marketing shall not be liable for any act or omission by the relevant web agency, hosting company or other third party, if such act or omission results in Online Content dot Marketing breaching its obligations under this Agreement.

5.4 Online Content dot Marketing will not make changes to or update a Customer’s website prior to written or verbal consent from the Customer, stating that Online Content dot Marketing 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.

6. IMPLEMENTATION OF SEO SERVICE

6.1 Online Content dot Marketing guarantees that Client’s website will appear on the first page of designated Search Engines within an agreed period of time of the Commencement Date. If Online Content dot Marketing is unable to achieve this ranking within that time period, Online Content dot Marketing agrees to provide further optimization services until such time when Client’s website is listed on the first page.

6.1.1 Client acknowledges that Online Content dot Marketing 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, their First Page Guarantee may be rendered void, to the discretion of Online Content dot Marketing.

6.2 Client acknowledges that the guarantee applies only to selected keywords chosen by the Client. Online Content dot Marketing will advise Client to which keywords guarantee applies.

6.3 Client acknowledges that Search Engine Optimization (“SEO”) is governed by many factors which are outside the direct control of Online Content dot Marketing. 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. Online Content dot Marketing 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.

6.4 Client further acknowledges and understands that a website’s rankings may go backwards. Client agrees if this were to happen, no liability will be on Online Content dot Marketing and no refunds or discounts given.

6.5 Online Content dot Marketing is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.

6.6 Online Content dot Marketing is not responsible for the Client overwriting Online Content dot Marketing’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.

6.7 Online Content dot Marketing follows a strictly ethical SEO policy and will not be responsible for any bans or search engine suspension for the following:

  • 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

6.8 Client acknowledges that Online Content dot Marketing will add an “SEO Services” by “Online Content dot Marketing” link to the footer section of each website they work on. This is Online Content dot Marketing’s branding and to remove it will cost $250.

7. IMPLEMENTATION OF GOOGLE ADWORDS®

7.1 Online Content dot Marketing shall provide Client a management service of a Google AdWords® account in accordance with the terms set out in the Project Brief.

7.2 Client expressly permits Online Content dot Marketing to create a Google AdWords™ account on their behalf. Client acknowledges that Google AdWords™ are subject to Google’s Terms and Conditions. Client’s account will be deemed active once Google™ approves it for online advertising. Online Content dot Marketing is not liable if Client’s account is rejected.

7.3 Online Content dot Marketing acknowledges that Client owns the Google AdWords™ Account developed by Online Content dot Marketing. Upon expiration of the term of this agreement Client may retain the account and all its configuration.

7.4 Online Content dot Marketing will send a draft to Client once work is complete. Client agrees to review and approve said draft within fourteen (14) business days. Online Content dot Marketing is not liable for errors or omissions once the ads are deployed.

8. FACEBOOK AND SOCIAL MEDIA ADVERTISING

8.1 Online Content dot Marketing agrees to promote Client’s company on Facebook® and/or Social Media sites including but not limited to Twitter™, YouTube™, Digg™ and LinkedIn™ through targeted advertising campaigns per the agreed specifications set out in the Project Brief.

8.2 Client agrees to provide Online Content dot Marketing with information (ad banners and web site links) within ten working days after the Commencement Date and further agrees that they will comply with any technical specifications provided to the customer by Online Content dot Marketing. Drafts will be sent to Client for approval before being submitted to the relevant site.

8.3 Client agrees that any images to be used in advertisements will be supplied to Online Content dot Marketing. Client acknowledges that if images are not provided, additional design fees may be payable. Online Content dot Marketing will include these additional fees on the invoice.

8.3 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. Online Content dot Marketing will make every effort to create a substitute advertisement. If the advertisement is rejected due to content, Online Content dot Marketing shall require Client to supply new copy acceptable to aforementioned sites. Online Content dot Marketing 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 Online Content dot Marketing is not liable for this decision and no refund will be payable.

9. LINK BUILDING

9.1If requested Online Content dot Marketing shall provide the link building services as specified on the Online Content dot Marketing website and to the agreed specifications on the Project Brief.

9.2 The number of links stated in the Project Brief is the number of links that ONLINE CONTENT DOT MARKETING 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.

9.3 ONLINE CONTENT DOT MARKETING 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.

9.4 Client acknowledges that ONLINE CONTENT DOT MARKETING is not liable for the content of those sites. Use of any such linked web site is at the Client’s own risk.

9.5 The inclusion of any link does not imply endorsement by ONLINE CONTENT DOT MARKETING of the site.

9.6 Client acknowledges that linking to “bad neighborhoods” or receiving links from “link farms” can seriously damage all SEO efforts. ONLINE CONTENT DOT MARKETING does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.

10. COPYWRITING

10.1 Online Content dot Marketing 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.

10.2 Online Content dot Marketing agrees that it will be the sole author of the work, which will be original work by ONLINE CONTENT DOT MARKETING copywriter, free of plagiarism. Online Content dot Marketing 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

10.3 Client may provide additional copy to Online Content dot Marketing. Client accepts full responsibility for all detail contained in the copy provided to Online Content dot Marketing 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.

10.4 Online Content dot Marketing 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 Online Content dot Marketing will cooperate with Client in editing and otherwise reviewing the work prior to publication.

10.5 Client agrees that they are responsible for reviewing the final draft for accuracy to include spelling and grammatical errors, statements and assertions. Online Content dot Marketing is not liable for errors discovered after publication.

11. WEB DESIGN AND DEVELOPMENT

11.1 Online Content dot Marketing 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.

11.2 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 Online Content dot Marketing within 30 days of signing the agreed Project Brief.

11.3 Client agrees to supply the Online Content dot Marketing with adequate photography or imagery to use in the design; or SEO 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.

11.4 Client agrees that if it fails to deliver information or content to Online Content dot Marketing to enable development work to commence within thirty (30) days, that Online Content dot Marketing may at its discretion consider the project cancelled. Client also agrees that no refund would be payable under this circumstance and will not hold Online Content dot Marketing liable for subsequent breach of this Agreement.

11.4 Online Content dot Marketing 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 Online Content dot Marketing of any such errors during the revision cycle and before the final files have been generated. Client agrees to provide feedback and revisions to Online Content dot Marketing within fourteen (14) working days after receipt of the draft.

11.6 Client is responsible for acquiring and purchasing a domain name. Online Content dot Marketing may at its discretion advise Client on suitable names.

11.7 Client hereby acknowledges that Online Content dot Marketing is not responsible for any errors, grammatical or otherwise found in submitted material Client provides towards the development of the website.

11.10 Online Content dot Marketing agrees to resolve any errors or implement revisions requested by Client. Client agrees that a maximum of three revisions are available.

11.11 Client acknowledges that any change requests after final approval has been given to Online Content dot Marketing or after website is live in Production, that Online Content dot Marketing reserves the right to require Client sign a new contract and pay any subsequent fees. Online Content dot Marketing will not commence work on subsequent change requests until full payment has been received.

11.12 Client acknowledges that Online Content dot Marketing will add a “Web Design” by “Online Content dot Marketing” link to the footer section of each website they work on. This is Online Content dot Marketing’s branding and to remove it will cost $250.

12. HOSTING

12.1 Client’s website should be hosted on a reliable server, based in the country of Search Engine interest, with constant availability, for optimum results.

12.2 Online Content dot Marketing may recommend changing Client’s host or server, in order to protect the interests of your web site’s ranking within the Search Engines. Online Content dot Marketing offers no guarantees to interruption of hosting services and cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service.

12.3. Client may elect to host their website with Online Content dot Marketing for an additional annual fee.  Client agrees to pay the annual hosting charge in advance of commencement of hosting services

12.4 Client acknowledges that Online Content dot Marketing may from time to time be required to perform maintenance, upgrades or replacements to servers. Online Content dot Marketing 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, Online Content dot Marketing will notify Client via e-mail at least 24 hours before the due date and time for maintenance.

INTELLECTUAL PROPERTY AND COPYRIGHT

13.1 The technology and content provided on the Online Content dot Marketing Site, unless specified otherwise is owned by or licensed to Online Content dot Marketing. Content includes but not limited to text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software.

13.2 Online Content dot Marketing 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 Australian and international intellectual property laws.

13.4 For all content, imagery or photography provided to Online Content dot Marketing in the provision of services, Client hereby warrants:

  1. i)        they own the intellectual property rights in that content;
  2. ii)       that content does not infringe the intellectual property rights of a third party;

iii)     that content is not fraudulent, stolen, or otherwise unlawful;

  1. iv)     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);
  2. v)      that content is not defamatory, unlawfully threatening or unlawfully harassing; and
  3. vi)     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.

13.4 Online Content dot Marketing reserves the right to refuse any content it considers to be in contravention with any of the above statements.

14. STOCK IMAGERY/PHOTOGRAPHY

14.1 Client acknowledges that copyright to any stock imagery or photography used on Client’s websites is retained by the owner.

14.2 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 Online Content dot Marketing. Any editing of the dimensions in which they appear may contravene their usage rights.

15. TRUTH IN ADVERTISING

15.1 Client hereby warrants that there is nothing in any advertisement or other material provided to Online Content dot Marketing, 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.

15.2 Client agrees to indemnify and hold harmless Online Content dot Marketing, 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

16. ASSIGNMENT OF INTELLECTUAL PROPERTY TO CLIENT

16.1 All copyright and other intellectual property rights in any work created, commissioned or otherwise acquired by Online Content dot Marketing during the implementation of any contract between Online Content dot Marketing and Client shall remain with Online Content dot Marketing until full payment has been received.

16.2 Upon full payment, Online Content dot Marketing 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.

17. TERM OF AGREEMENT AND CANCELLATION

17.1 The Initial Term for the Agreement for Services shall continue as follows unless otherwise mutually agreed upon in writing:

–          180 days for search engine optimization contracts

–          90 days for Google AdWords™ and Social media advertising contracts

17.2 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 7 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.

17.3 Cancellations become effective on the day processed by Online Content dot Marketing. Client will be notified of the cancellation via email.

17.4 If Client cancels before the end of the initial contract term a $50 penalty will be assessed.

DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

18.1 Online Content dot Marketing warrants that the services provided will at the time of delivery correspond to the specifications provided in the agreed upon Project Brief.

18.2 Client acknowledges that Online Content dot Marketing does not warrant or make any representations concerning the accuracy of design, content, features, features, functions and performance of any  web pages created by Online Content dot Marketing 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.

18.3 Client hereby agrees that the responsibility to check the performance, accuracy and quality of any web pages created by Online Content dot Marketing rests solely with them.

18.4 Client hereby agrees that Online Content dot Marketing 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.

18.5 Client agrees Online Content dot Marketing is not liable for absence of services as a result of illness or holiday.

18.6. 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 Online Content dot Marketing 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.

18.7 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, ONLINE CONTENT DOT MARKETING MAKES NO WARRANTY OR GUARANTEE THAT THIS WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL ONLINE CONTENT DOT MARKETING OR 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 “ONLINE CONTENT DOT MARKETING”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF ONLINE CONTENT DOT MARKETING 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, ONLINE CONTENT DOT MARKETING 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 ONLINE CONTENT DOT MARKETING TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

21.1 TERMINATION

21.1 Client acknowledges and agrees that Online Content dot Marketing, 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 5 days after written notice from Online Content dot Marketing that such sum has not been paid;
    ii. 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
    iii. fails to fulfill any of its obligations under any part of this or any other agreement that it has with Online Content dot Marketing; or
    iv. interferes with or impairs the Service, or Online Content dot Marketing’s ability to deliver the Services.
    vi. behaves in a manner  found to be unlawful, inconsistent with, or in violation of, the letter or spirit of the terms of this Agreement.

22. CONFIDENTIALITY

22.1 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.

23. INDEMNIFICATION

23.1 Client agrees to indemnify and hold harmless Online Content dot Marketing, 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.

24. SEVERABILITY

24.1 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.

25. JURISDICTION

25.1 This Contract shall be governed by the laws of the State of Victoria, Australia. The parties submit all disputes arising between them to the courts in the State of Victoria and any court competent to hear appeals from those courts of first instance.

26. ENTIRE CONTRACT

26.1 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, commitments and agreements about the website and the services.

27. OTHER LEGAL NOTICES

27.1 The Trademarks used herein are registered trademarks and used under license:

– YouTube™ and Google AdWords™  are registered trademarks of Google Inc, 1600 Amphitheatre Parkway, Mountain View, CA 94043

– LinkedIn® is a registered trademark of Linkedin Corporation, 2029 Stierlin Ct. Mountain View, CA 94043

– Digg® is a registered trademark of Digg Inc,135 Mississippi Street, 3rd Floor, San Francisco, CA 94107-2536 94043

About the Author

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