Terms & Conditions of Services
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
These Terms and Conditions of Services (this “Agreement”) is a binding contract between you, herein known as “You,” “Your,” and Intrinsic Marketing, LLC, an Oregon limited liability company, (“Intrinsic”). It governs Your use of Intrinsic’s tools and Services (collectively, the “Services”). This Agreement supersedes all prior communications and agreements regarding the Services.
INTRINSIC OFFERS THE SERVICES TO YOU CONDITIONED UPON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THIS AGREEMENT. YOUR USE OF THE SERVICES IN ANY FORM CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. The current version of this Agreement may be found at Intrinsic’s website at http://www.intrinsicpdx.com/terms. INTRINSIC may change this Agreement at any time; such changes will be effective immediately upon posting on INTRINSIC’s Website or any other means. Each time you use the ServiceS reaffirms your acceptance of the then-current Agreement. If you do not wish to be bound by this Agreement, you may discontinue using the ServiceS and immediately terminate your account as set forth below.
THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY AND AN EXCLUSIVE REMEDY.
1. Services
Intrinsic provides search engine marketing (“SEM”), search engine placement (“SEP”), PPC management, social networking, CRM database(s), Bing places, Google maps, Google places, web hosting, web design, mobile websites, logo design, website security, web maintenance and associated Services on a local, national and international basis. If You have purchased SEM or SEP Services, Intrinsic will position Your designated website(s) among the sponsor results on the search engine(s) and/or search engine network(s) You selected within 10 business days of opening Your account contingent upon Your designated website(s) passing the quality standards review(s) imposed by the selected search engine(s) such as Google, Bing and/or Yahoo. The terms and conditions of these providers all apply. Those reviews consider, but are not limited to: relevancy; popularity; content; pop ups; local relevance. Search engine placement selections involve keyword searches, and such searches are subject to availability and Intrinsic's approval. Further, You understand that the availability of search terms and website placement are affected by market conditions and as a result may change from time to time. Intrinsic will not share Your information with any business other than in the course of securing online advertising and marketing Services on Your behalf.
You shall be responsible for providing all content for any website design Services provided by Intrinsic. Intrinsic will only use materials and content that are in accordance with copyright laws and You will not provide material to Intrinsic for use in a website design that violates such laws. Intrinsic shall not be held liable for the accuracy of any information You supply and contained in Your website. Intrinsic will be given final approval of any proposed design before developing the website. Changes to the design after approval has been given and development has begun are not included in the initial agreement and will therefore be billed at an hourly rate. The parties shall agree to a schedule of deadlines before commencing work on a project. Meeting project deadlines will be dependent on Your provision of content/information for the project. Your failure to provide content/information promptly will result in the project deadline being re-scheduled. The cost estimates agreed upon by the parties are based on the requirements specified in the accepted proposal. Any change in the requirements or delays in communication will have a direct impact on the cost of the project. All payments to Intrinsic for website design Services are non-refundable.
2. Advertising Material
Intrinsic has the right to place information pertaining to Your business on any of the publisher and search provider websites such as those listed above and You authorize Intrinsic to develop content based on information or material provided by You or Your designees and populated in the Intrinsic business profile, including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, Services marks, endorsements, photographs or likenesses, and videos. You represent that the material and information You provide to Intrinsic is truthful, not misleading, and that You have the authority to represent this product and Services information to Intrinsic.
3. Fees
You agree to pay a nonrefundable account set-up fee of $49.95 for each SEM Services and You agree to pay a nonrefundable account set-up fee for each Services You purchase. You agree to pay the monthly Services fee each month. The monthly Services fee is due in advance of the delivery of Services. Your monthly fees are not refundable if Your account is terminated for any reason whatsoever. If a credit card has been charged, there will be no refund available and the cardholder will be liable to the Services for a minimum of 30 days. Intrinsic requires 100% of the total amount due before starting to work on the service. Late fees of 1.5% per month will be charged on any late payments.
Collection Costs. In the event Customer fails to pay any sums owing to Intrinsic under these terms, Customer shall reimburse Intrinsic for all collection costs and expenses, including without limitation reasonable attorneys' fees, incurred by Intrinsic in collecting such sums.
4. Term
The term for any Services including but not limited to SEM, mobile websites, and monthly web hosting shall be 1 month beginning on the date You opened Your account with Intrinsic. This monthly term shall automatically renew each month for the published Services rates, unless terminated. Your account will be billed each month for services rendered. After the first month of Service(s), You may cancel the Service(s) by providing Intrinsic with written notice of the cancellation sent via email to pause@intrinsicpdx.com 10 days prior to Your next billing date (your billing date does not count as part of the 10 days). If Intrinsic does not receive notice of cancellation 10 days prior to Your next billing date, You will be responsible to pay for the additional month of Service(s). In the event You are in breach of this Agreement, Intrinsic, in its sole discretion, may terminate this Agreement and refuse to provide any further Services at any time and without notice.
The term for any other Services, including but not limited to website hosting, shall be either 1 year or 3 years, depending upon the term agreed to by You and Intrinsic for any such Services related to Your website account. After the first month of Services, You may cancel the annual Services by providing Intrinsic with written notice of the cancellation sent via email to pause@intrinsicpdx.com 30 days prior to Your next billing date (your billing date does not count as part of the 30 days). If Intrinsic does not receive notice of cancellation 30 days prior to Your next billing date, You will be responsible to pay for the additional term of Services. In the event You are in breach of this Agreement, Intrinsic, in its sole discretion, may terminate this Agreement and refuse to provide any further Services at any time and without notice.
Upon written consent from Intrinsic, You may place Your website account for SEM Services on hold for up to 4 months out of any consecutive 12 month period. During this time, Intrinsic will not resell the keywords that You are featured under to another competitor within the 4 month hold period. After 4 months, those keywords will become available for resale again. The market price is subject to change during the hold period. Prior to Intrinsic removing the hold on Your keywords, Intrinsic may re-price them to reflect the most recent market price. In addition, You must pay all past-due Services fees before Your website account will be re-activated. Intrinsic further reserves the right to require the prepayment of Services fees in any amount that Intrinsic, in its sole discretion, deems sufficient as to reduce the risk of future nonpayment and/or any other breach of this Agreement. You may PAUSE the SEM Services by providing Intrinsic with written notice of the cancellation sent via email to pause@intrinsicpdx.com 10 days prior to Your next billing date (your billing date does not count as part of the 10 days).
5. Representations and Warranties; License and Grant of Rights
You represent and warrant that You have and will continue to have the absolute and unrestricted right to publish and use all information You have provided for Your advertising programs and that the content does not infringe on the rights of any third party and that it complies with all local, state and federal laws and regulations.
You acknowledge that the Services may provide certain public areas (e.g. message boards, newsgroups, forums, and public mailing lists), and that Intrinsic is a distributor (and not a publisher) of information disseminated by persons using the Services. By posting, uploading or transmitting material to any such area, You are requesting Intrinsic and/or its partners to make such material available to others, and You are acknowledging that placing such material in a public area will result in copies of such material being transmitted to others. By posting, uploading or transmitting material to any public area, You (i) grant to Intrinsic and/or its partners a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license (including the waiver of any moral rights) to use, reproduce, modify, adapt, publish, distribute, display, and create derivative works from, such material (in whole or in part) and to incorporate it into other works in any form, media or technology (whether now known or later developed), and (ii) warrant that the owner of any rights in the material, including intellectual property and moral rights, has waived such rights and has given You the right to grant the license described above.
6. Indemnification
You warrant that Your performance of the terms of this Agreement will not in any way constitute knowing, intentional infringement or violation of any copyright, trade secret, trade mark, patent, invention or any other nondisclosure rights of any third party. You indemnify and hold harmless Intrinsic against all costs (including attorney fees), damages and liabilities arising from negligent or intended acts on Your part constituting the violation of any copyright, trade secret, trade mark, Services mark, patent, invention, proprietary information or nondisclosure rights of any third party. To the full extent of the law, You will pay any expenses or damages for Intrinsic resulting from claims made by third parties with regard to usage of material You have provided, even after termination of this Agreement.
7. No Guarantees
You acknowledge and agree that Intrinsic makes no specific guarantee or warranty regarding the search providers and publishers to which it submits advertising on Your behalf, including placement of paid search advertising or any specific results. Intrinsic does not warrant the number of calls, clicks, impressions or website visits or that paid search advertising will appear in response to any particular query. Intrinsic does not warrant that the performance will be error-free but will immediately act to correct errors once they have been identified. You further acknowledge that by managing Your own adwords account or other form of advertising may interfere with the advertising that Intrinsic is submitting on Your behalf. In the event Intrinsic is aware of any interference, Intrinsic will notify You and use reasonable efforts in resolving such interference. In no event shall Intrinsic be held responsible for down time or errors due to this interference. SEM is an exact keyword match only, meaning Your advertising will only be shown under the exact keyword that You agreed to be purchase. The advertising will only show on the exact match of the keyword and only on the search engine(s) that You agreed to purchase.
Due to the uncertainties of the actual delivery of email via the Internet, any and all email notifications sent to You by Intrinsic as a notification of Your site(s) having been submitted to the search engines are specifically mentioned herein as NOT being any part, integral or otherwise, to the actual submission Services You may have or will have purchased from Intrinsic. Therefore, any failure by You to receive any or all email notification sent by us with regard to Your website’s actual submission or any processes involving Intrinsic’s Services, DOES NOT constitute any type of breach on the part of Intrinsic and therefore does not constitute a cause of action, cancellation, or refund.
8. Disclaimer of Warranties
To the maximum extent permitted by applicable law, Intrinsic and its suppliers disclaim all warranties not expressly set forth in this AGREEMENT, whether express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to Intrinsic Services.
9. Limitation of Liability
UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE) WILL INTRINSIC OR ITS EMPLOYEES, MANAGERS, MEMBERS, AGENTS OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES FROM OR THROUGH YOUR USE OF OR INABILITY TO USE THE SERVICES OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. INTRINSIC’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES WILL BE THE TOTAL AMOUNT OF SERVICES FEES PAID BY YOU DURING THE PRIOR YEAR, IF ANY. THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
10. No Refunds
INTRINSIC HAS A NO REFUNDS POLICY WITH REGARD TO ANY AND ALL TRANSACTIONS BE IT CREDIT CARD, CASH, CHECK, MONEY ORDER, OR WIRE TRANSFER.
All Services provided by Intrinsic are provided under the condition and understanding that Intrinsic has a no refunds policy. You acknowledge, understand and agree that when You place an order or open an account with Intrinsic for any Services, Intrinsic’s staff and vendors immediately begin incurring costs by researching the Your website, programming code, competitors websites, search engines, search engine databases, etc. Therefore, any and all requests for partial or full refunds will not be honored. By Your placing an order or opening an account with Intrinsic for any Services, regardless of the form, manner or process used by you to place the order or open the account, shows Your full acknowledgement and complete agreement to be bound by Intrinsic’s no refunds policy.
11. Force Majeure
Neither You nor Intrinsic will be in breach of its obligations under this Agreement (other than obligation to pay monies due) in the event that, for cause(s) beyond reasonable control, each party is unable to perform, in whole or in part, any one or more of its obligations. Such causes will include, but not be limited to governmental regulation, fire or other causality, inability to obtain materials or Services, technical failure or difficulties, problems or interruptions of the internet, or any other cause not within the reasonable control of either party.
12. Assignment
You may not assign this Agreement. Intrinsic may assign, delegate or subcontract any rights or obligations under this Agreement.
13. Miscellaneous
This Agreement represents the parties’ entire agreement with regard to Intrinsic provision of Services. This agreement shall be governed and construed by the laws of the State of Oregon. You agree that any action relating to or arising out of this Agreement shall be brought in the state or federal courts of Multnomah County, Oregon, and You hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to) jurisdiction and venue in the state and federal courts of Multnomah County, Oregon. You agree to waive the right to trial by jury in any action or preceding that takes place relating to or arising out of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. If for any reason any provision of this Agreement is found unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected in that provision and the remainder of the Agreement shall continue in full force and effect. You agree to file any claim regarding any aspect of the Services or this Agreement within 6 months of the time in which the events giving rise to such claim began, or You agree to waive such claim.
