These terms and conditions (herein after) shall be applicable to all Order Forms entered into by and between IntentWire ( “Provider”) and the Customer set forth on the Order Form ( “Customer “). Provider and Customer are each referred to as a ( “Party”) and collectively as the ( “Parties “).
These Terms of Service (“Terms of Service” or “Terms”) are a legally binding agreement that applies to the Service and governs your use of the Service and your (“you” or “your”) relationship with us. You accept and agree to these Terms of Service by either:
Accessing or using the Service;
Clicking to accept these Terms of Service, or
Accepting these Terms of Service in any other way.
If you violate these Terms of Service, or if you do not agree to these Terms of Service, you shouldn’t access (and you don’t have our permission to access) the Service.
Changes to the Terms of Service
We collect a variety of information from various sources, including our Users, Information Users Submit to Us
Changes to the Service
We may change the features and functionality of the Service at any time. This may include adding, modifying or removing any features or functionality of the Service. The Terms of Service will apply to any changed version of the Service. We also may suspend or stop the Service altogether. In addition, we may impose or alter fees for new or existing aspects of the Service.
Subject to all terms and conditions set forth herein, Provider shall provide the marketing services, campaigns, advertising and programs (collectively, the “Services”) set forth in the Order Form expressly made subject to the Terms and executed by both Parties hereto. In the event of any conflict between these Terms and the terms of the Order Form, the terms of the Order Form shall control. Descriptions of the available Services and corresponding additional terms (“Additional Terms”) are provided in the Exhibits attached hereto, which are incorporated herein by reference. The Exhibits may be updated from time-to-time as additional services are introduced along with any corresponding additional terms for such service, which shall be effective upon execution of a new order form for the respective service. Customer acknowledges and agrees that Customer shall only receive the Services set forth in the applicable Order Form and purchased by Customer. Customer agrees and acknowledges that the Services may be provided to Customer via Provider’s third party vendors and/or partners. Customer acknowledges and agrees that the Services may be dependent on timely receipt by Provider of certain information, content and materials from Customer. Provider will determine the method, details, and means of performing the Services.
Customer hereby authorizes Provider to act on behalf of Customer in connection with provision of the Services to Customer under the Agreement. Such authority, includes, but is not limited to, ordering the Services from third parties. For the avoidance of doubt, Customer grants Provider all rights necessary for Provider to facilitate the provision of the Services to Customer hereunder. Customer shall direct communications regarding the Services only to Provider, unless instructed otherwise by Customer. Customer agrees to comply with all reasonable requests of Provider necessary for the performance of the Services.
Third Party Service
Customer acknowledges that Provider cannot accept any responsibility or liability for the performance, policies or actions of third party digital marketing networks including, but not limited to, search engines, display networks, social networks or directories. Customer acknowledges that third party digital marketing networks may drop listings, suspend accounts, impose additional requirements or terms and conditions, or undertake other actions, which may impact the Services, at their discretion. Customer agrees that Provider shall not be responsible or liable for any of the foregoing.
You agree to pay IntentWire monthly fees to cover the cost of placing and managing your online advertising & marketing services program up to an amount not to exceed what is stated in your most recent IntentWire Contract. IntentWire may change the maximum monthly fees in accordance with procedures established by our search providers and publishers from time to time upon notifications. All monthly fees are due at the end of each calendar month.
The Client agrees to pay IntentWire compensation for the Services agreed upon between the Client and the Company as set out in this agreement and defined in the contract as applicable. Payments shall be made before the start of the project, once the payment is received and confirmed to the customer, only then the Service will be provided to the Customer.
Marketing and advertising programs/ Any Database services may be paused if payment has not been made by payment due date; re-initiation fees may apply.
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.
Each party warrants that its respective 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 IntentWire 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, service 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 to IntentWire resulting from claims made by third parties with regard to usage of material you have provided, even after termination of our Agreement.
You acknowledge and agree that IntentWire 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. IntentWire 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. IntentWire does not warrant that the performance will be error-free but will immediately act to correct errors once they have been identified.
Disclaimer of Warranties
To the maximum extent permitted by applicable law, IntentWire and its suppliers disclaim all warranties not expressly set forth in this document, whether express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to IntentWire services.
Limitation of Liability and Applicable Law
The maximum aggregate liability IntentWire may have to you will be limited to the total amount of fees collected from you. IntentWire will have no liability in connection with the functionality or content of any search provider or internet publisher or website not owned by IntentWire. This agreement shall be governed and construed by the laws of the State of Karnataka, India. Any claims against this agreement must be made within 6 months from the date of the subject of the claim, and must be made in writing to: IntentWire,448/6, MM Road, Benson Town, Bengaluru-46, Karnataka. Should a claim arise, you agree to waive a trial by jury and to first seek resolution by arbitration in Bengaluru, Karnataka, using a mutually agreed upon member of the Karnataka Bar council.
Neither you nor IntentWire will be in breach of its obligations under these Terms and Conditions of Service (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.
IntentWire may assign, delegate or subcontract any rights or obligations under this Terms and Conditions of Service.
This Terms and Conditions of Service represent the parties entire agreement with regard to IntentWire provision of services. Agreement with these terms and conditions is upon signature of IntentWire’s Contract, and it will be binding upon you and your successors.
The person signing the Contract certifies that (s)he is lawfully authorized to purchase services on behalf of your company.
Effective Upon Execution
Terms and Conditions are binding on both parties on the date the Statement of Work is signed and/or payment is made.