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Terms of Service:
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1. The Service
These Terms & Conditions govern your use of Word Up Online (the "Service"), an Internet subscription service operated by Word Up Online Pty Limited, that provides users with Search Engine Advertising services for Google AdWords. Word Up Online is provided to you on an "AS IS", "AS AVAILABLE" basis subject to the provisions contained herein for your personal or business use only. Any other use or attempt to use Word Up Online for other purposes, directly or indirectly, by you or by a third party is prohibited.Unless explicitly stated otherwise, any new features that augment or enhance the current service shall be subject to these Terms and Conditions of Service. The Service consists of search engine marketing services. Your participation in the Service is conditional upon your acceptance of these stated terms and conditions. Please read the following terms and conditions. Your acceptance of these terms and conditions is indicated by your payment for the services. Word Up Online reserves the right, at its discretion, to change or modify all or any part of these Terms and Conditions at any time. Such changes or modifications shall be effective immediately upon notice published at http://www.wordup.com.au/terms.php. Your continued use of the Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by Word Up Online as permitted above. If at any time these Terms and Conditions are no longer acceptable to you, you should immediately terminate your subscription to the Service.
2. Registration
You must provide accurate, complete, and current registration information and you agree to provide Word Up Online with an update of that information promptly should changes occur. Subscriptions to the Service are available only to individuals who are at least 18 years of age or to incorporated businesses or sole traders or partnerships or trusts or associations owned or operated by individuals who are at least 18 years of age. Your right to use the Service cannot be transferred to any other person or any other entity. You are responsible for all use of your account under any password by any person whether or not authorized by you and for ensuring that all use of your account complies with these terms. Word Up Online may change at any time Key-Words used in a Search Engine Marketing campaign at any time without giving you notice. Word Up Online may terminate, at its own discretion, any registration, for any reason or no reason, including without limitation for conduct that violates local, state or federal laws or regulations or these Terms of Service, or material that Word Up Online, in its sole discretion believes is harmful to others, the business of Word Up Online or other third party information or service providers. You acknowledge that the Service contains information, software, photographs, graphics, and other material (collectively, the "Content") that is protected by copyright, trademark or other proprietary rights of Word Up Online or third parties. All Content on the Service is copyrighted as a collective work of Word Up Online pursuant to applicable copyright law. You agree to comply with any additional copyright notices, information, or restrictions contained in any Content available on or accessed through the Service. The Content is intended for the use of the registered subscribers of the Service. You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit, any of the Content, in whole or in part, except as otherwise expressly permitted in this Agreement. You grant to Word Up Online the right to edit, copy, publish, distribute, translate and otherwise use any Content that you place on the Service, in any medium. You represent and warrant that you are authorised to grant all rights set forth in the preceding sentence. Any information supplied by you upon registration for the Service and certain other information which Word Up Online may collect is subject to Word Up Online's privacy policy.
3. User Conduct
You, as a user of the Service, understand that all information, data (collectively "Information"), are the sole responsibility of the user generating the same. This means that you are responsible and may be held legally liable for all Information that you transmit via Word Up Online. For example, you shall not:
(a) transmit upload or post via Word Up Online any Information that is offensive, vulgar, sexually explicit, racial, hateful, discriminatory, unlawful, invasive of another's privacy, exploitative of a minor, identifiable information pertaining to a minor, information or instructions concerning illegal activities, information that is harmful, threatening, abusive, harassing, defamatory, libelous, obscene, or otherwise objectionable;
(b) transmit upload or post via Word Up Online any Information that you are prohibited from transmitting by any law, including without limitation Information that infringes any patent, trademark, trade secret, copyright or other proprietary right;
(c) intentionally or unintentionally violate any applicable local, state, national or international law or regulation;.
(d) translate, decompile, reverse engineer, disassemble, modify, copy, alter, merge into other software, exploit, reproduce, duplicate, rent, lease, sell, resell, lend, distribute, remarket or otherwise dispose of Word Up Online, use of Word Up Online, or access to Word Up Online or any part thereof;
(e) impersonate in any way, including without limitation by way of forging headers or otherwise manipulating identifiers, any person, entity, leader, Word Up Online or Word Up Online official, operator or host;
4. Third Party Links
Some portions of the Word Up Online may include links to third party sites. These links allow you to exit the Word Up Online Website and enter third party or other users Websites. These links are provided only as a convenience. The linked Websites are not reviewed, controlled or examined by Word Up Online and Word Up Online is not responsible for the Information, advertising, products, resources or other material, of any linked site or any link contained in a linked site. The inclusion of any link does not imply endorsement of the linked site by Word Up Online. In no event shall Word Up Online be liable, directly or indirectly, to anyone for any damage or loss arising from or occasioned by the creation, use or reliance, on the third parties' Websites or the Information, advertising, products, resources or material accessed through these Websites. 5. Fees and Payments
You agree to pay all fees and charges incurred by you or any third party using your Service account (whether or not authorised by you) at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to applicable taxes, and charges for any products or services offered for sale through the Service by Word Up Online or by any third party. Your right to use the Service is subject to any limits established by your credit card company if billing is through a credit card. You shall be responsible for all charges associated with accessing and maintaining a connection to the Service (e.g. charges imposed by an Internet access provider, or your local telephone company). Ongoing Search Engine Marketing fees (including costs associated with Word Up Online maintaining your Google AdWords account) will continue automatically, at the end of your subscription until such time as we receive a cancellation in accordance with our Cancellations Policy.
Word Up Online shall provide you with a Google AdWords Pay Per Click (PPC) service. The services will aim to maximise your website’s performance in Google Search PPC AdWords for your subscription amount (less GST and account maintenance fees). The subscription amount is the amount agreed to on the order form at the time of sale. You understand that your subscription amount ((less GST and account maintenance fees) is divided into equal daily budgets for the term of your subscription. Word Up Online works closely with you to identify realistic goals and timelines and employ the appropriate mix of tactics to maximize your Google AdWords account for your daily budget. If objectives are not met, we will offer to make it right within 30 days or more, based on the factors that relate to the objectives. Word Up Online will not provide you with the login details of you Google AdWords account as Word Up Online will manage this account on your behalf as part of your package. The invoicing schedule for the Google Adwords Pay Per Click (PPC) service (including GST) are equivalent to the agreed upon package as per the Order Form shall be invoiced in advance i.e. at the beginning of the start of subscription term. The payment term is upfront at the start of the subscription term. Word Up Online shall provide PPC reporting to The Client on a permanent monthly basis for the Term of the subscription, and provide a member account area to view specific performance statistics of your PPC Google Adwords campaign. All notices will be served in writing and shall be sent by mail, facsimile or electronic mail to the Client hereto at their respective addresses as specified on the order forms. Subscription services and the set up operations required for the same will commence only on the payment of the fee.
6. Cancellations
Word Up Online may, at its sole discretion, allow you to cancel your contract agreement. Cancellation notification must be provided in writing. If Word Up Online allows this cancellation and your account is not yet active, a cancellation fee of $100 will apply and the remaining monies refunded. Alternatively, if your account is active, an administration fee and a cancellation fee will apply. The daily budget amount that has already been spent will not be refunded. Word Up Online will contact you at the end of your subscription term for renewal of your contract. You are responsible for all charges incurred up to the time the account is terminated, including all charges for the month in which termination became effective. Word Up Online reserves the right to change the amount of any fee or charge for the Service or to institute new fees or charges, effective on at least 30 days prior notice. Word Up Online reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the Service at any time for any reason without prior notice or liability. Word Up Online may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database, or content, without prior notice or liability.
7. Disclaimer of Warranties
You expressly agree that entering or using of Word Up Online is at your own risk. No warranty, representation, condition, undertaking or term - express or implied, statutory or otherwise - including but not limited to the condition, quality, durability, performance, accuracy, reliability, non-infringement, merchantability, or fitness for a particular purpose or use of Word Up Online is given or assumed by all such warranties, representations, conditions, undertakings and terms are hereby excluded. Word Up Online makes no warranty that Word Up Online will meet your requirements, or that Word Up Online will be uninterrupted, timely, secure, or error free; Word Up Online makes no representations as to the suitability of the information available on or through Word Up Online for any purpose nor about its legitimacy, legality, validity, accuracy, correctness, reliability, quality, stability, completeness or currency. Word Up Online makes no warranty that a Search Engine Marketing campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose, Word Up Online makes no warranty that a Search Engine Marketing campaign will lead to any clicks to your business or other information. Word Up Online makes no warranty that a Search Engine Marketing campaign will lead to consistent exposure of your business or your key words during your subscription period (including but not limited to, the position your advertisement is placed on a search result page or the frequency and time of day that your advertisement is displayed). Users are solely responsible for the contents of their AdWords advertisement content. Word Up Online abides by the guidelines of Google AdWords, key terms or adverts requested by the customer must also abide by these guidelines. The package is sold on the terms of key terms being a key term and location, hence key terms on their own without a location may require a higher subscription or an increase in the customers current package. Word Up Online is not responsible for the increase of any key terms cost per click, hence if your subscription amount can no longer cater for the key terms, they will be removed from your list of key terms. Word Up Online does not warrant or guarantee that the functions or services performed by Word Up Online will be uninterrupted or error-free or that defects in Word Up Online will be corrected.
8. Limitation of Liability
In no event shall Word Up Online be liable to any party for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising - in any way, shape or form - out of the availability, use, reliance on, inability to utilise or improper use of Word Up Online even if Word Up Online shall have been advised of the possibility of such damages or is negligent, and regardless of the form of action, whether in contract, tort, or otherwise. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the above exclusions of incidental and consequential damages may not apply to you. In no event shall Word Up Online be liable to any party for any delays, inaccuracies, errors or omissions with respect to Word Up Online or the information or the transmission or delivery of all or any part thereof, for any damage arising there from or occasioned thereby, or for the results obtained from the use of information available on or through Word Up Online. You expressly agree to indemnify and hold harmless Word Up Online, its subsidiaries, affiliates, officers, agents, co-branders and other partners, and its and their respective employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) arising from or in connection with your Information, your use of or connection to Word Up Online, your violation of these Terms and Conditions of Service or your violation of any rights of any third party.
9. Debtor Policy
1. Default & Consequences Of Default
a. Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before any judgement.
b. If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all the Seller's costs and disbursements including on a solicitor and own client basis and in addition all costs of collection.
c. Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller exercised its rights under this clause.
d. If any account remains unpaid at the end of the second month after supply of the goods or services the following shall apply: An immediate amount of $50.00 shall be levied for administration fees which sum shall become immediately due and payable.
e. In the event that:
i. any money payable to the Seller becomes overdue, or in the Seller's opinion the Buyer will be unable to meet its payments as they fall due; or
ii. the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
iii. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer; then 1. the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unperformed in addition to and without prejudice to any other remedies; and
iv. all amounts owing to the Seller shall, whether or not due the Seller arising out of these terms and conditions, and the Seller may take any lawful steps to require payment of the amounts due and the Price.
v. The Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer.
2. Privacy Act 1988
a. The Buyer and/or the Guarantor/s agree for the Seller to obtain from a credit-reporting agency a credit report containing personal credit information about the Buyer and Guarantor/s in relation to credit provided by the Seller.
b. The Buyer and/or the Guarantor/s agree that the Seller may exchange information about Buyer and Guarantor/s with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the following purposes:
i. To assess an application by Buyer;
ii. To notify other credit providers of a default by the Buyer;
iii. To exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers; and
iv. To assess the credit worthiness of Buyer and/or Guarantor/s.
c. The Buyer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
d. The Buyer agrees that Personal Data provided may be used and retained by the Seller for the following purposes and for other purposes as shall be agreed between the Buyer and Seller or required by law from time to time:
i. provision of Services & Goods;
ii. marketing of Services and or Goods by the Seller, its agents or distributors in relation to the Services and Goods;
iii. analysing, verifying and/or checking the Buyer's credit, payment and/or status in relation to provision of Services/Goods;
iv. processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and
v. enabling the daily operation of Buyer's account and/or the collection of amounts outstanding in the Buyer's account in relation to the Services and Goods.
e. The Seller may give, information about the Buyer to a credit reporting agency for the following purposes:
i. to obtain a consumer credit report about the Buyer; and or
ii. allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.
10. Miscellaneous
You will provide Word Up Online with an initial draft on your Google ADwords advery and keywords. Word Up Online will make any necessary suggestions to modify your Google AdWords advert and keywords and provide you with details via email/ fax. You have 5 working days to finalise this advert and return back to Word Up Online so it may be uploaded. If Word Up Online does not receive a response from you within 5 working days, this advert will be uploaded automatically. Once you are uploaded, your account is not active. Your account is deemed active once you receive your letter of notification via email/ fax from Word Up Online – this is the beginning of your subscription term. Word Up Online ensures its guarantee, of the agreed percentage of key terms on the first page, is only applicable at the time of your daily budget being refreshed by Google Australia. This guarantee is only applicable to accounts that have their geotarget option set “to Australia” or regions within Australia. Word Up Online reserves the right in its sole discretion to
(a) make improvements, corrections, adaptations, conversions and/or any other change in Word Up Online and to any part thereof and/or to revise or modify these Terms and Conditions of Service;
(b) change, limit, terminate, remove or cease to provide at any time, temporarily or permanently, Word Up Online or any part thereof, to all users or any number thereof including without limitation the use of or access to Word Up Online, granted to you or to any other user, at any time, without notice, for any reason or no reason;
(c) establish a new operating and usage policy for Word Up Online and change it at any time for any reason or no reason; and
(d) cancel, change, hold, de-list, introduce different options and features to different users or refrain from publishing Word Up Online numbers or any other details of the users using Word Up Online , at any time. These Terms and Conditions of Service do not grant to you or any other user any license or right in or to any patent, copyright, trademark, trade secret or other proprietary rights of Word Up Online. Word Up Online may revise or replace these Terms and Conditions of Service from time to time. You agree that your use of Word Up Online, beyond a period of 15 days after a notice of such change has been provided on the Word Up Online network or Website for the first time, shall constitute your consent to the new or revised Word Up Online Terms and Conditions of Service. Any reference made in this document to Word Up Online or Word Up Online shall be deemed to have been made to Word Up Online, its suppliers, co-branders and licensors and each of their subsidiaries, successors, assignees, affiliates as well as any company that controls Word Up Online, directly or indirectly, and any other subsidiary of that controlling company. |
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