|
iBRANDZ General Terms and Conditions:
1.The Customer Agrees
to the following terms and Conditions. The Customer acknowledges
that Search Engines may, at any time, change their
ranking algorithm, exclude sites from their listings, or
change their policies, and that there is considerable
competition for certain keywords. Due to this it is
impossible to guarantee a specific search engine
ranking. iBRANDZ shall be entitled to provide the
Services remotely from its own premises and will not be
required to attend the Customer's premises. If the
iBRANDZ is required to attend the
Customer's premises for any reason pursuant to this
Agreement, the Customer will reimburse
iBRANDZ for reasonable transport
and/or accommodation expenses incurred by
iBRANDZ in doing so. However this
does not include transport or accommodation expenses
where the Customer's premises are located within 25kms
of iBrandz. The Customer will reimburse
iBRANDZ for all expenses incurred
by
iBRANDZ on the Customer's behalf
or in carrying out its obligations under this Agreement.
2.TERM: The term of this
agreement is for a period of 6 months, commencing upon
receipt by
iBRANDZ of payment from the
Customer.
3.PAYMENT:
In compensation for Services
performed by
iBRANDZ,
the Customer agrees to pay the mutually agreed sum upon the commencement of this project as a retainer
against future billings. Time spent over the mutually
agreed upon or additional work not specified above, will
be billed at the rate of $90.00
per hour and
invoices rendered by
iBRANDZ
are payable due upon receipt.
4.TERMINATION:
Either party may terminate this Agreement by giving
thirty (30) days written notice to the other party.
In the event of
termination,
iBRANDZ will complete any work
authorized up to the point of termination, but will not
accept any further work. All moneys unpaid by the
Customer pursuant to this Agreement will immediately
become due and payable.
5.CUSTOMER RESPONSIBILITY
AND WARRANTIES:
The Customer authorizes
iBRANDZ
to obtain access to the Customer's computing facilities
(the "Facilities") using the remote means of access (the
“Means Of Access”) set out in the Proposal and subject
to any restrictions on access set out in the Proposal,
for the purposes of providing the Customer with
Services.
The Customer indemnifies
iBRANDZ against any loss or
damage arising directly or indirectly from any
unauthorized use of the Facilities to which
iBRANDZ has been granted remote
access, provided that such unauthorized use has not
arisen as the result of any material breach by
iBRANDZ of its own obligations
under Clause 6 of this Agreement. The Customer
agrees to provide
iBRANDZ
with all copy,
illustrations, documents, and records required to carry
out the services outlined above.
iBRANDZ
warrants that the Customer
is the full copyright owner of these materials, or that
he has obtained proper permission from the copyright
owner for use of these materials. The Customer
indemnifies
iBRANDZ against any liability or
suit arising from the use of these materials. The
Practitioner is not responsible for any changes made to
the Customer's Website by third parties. Any such
modifications may require extra work on behalf of the
Practitioner and will be billed separately at the rates
specified in clause 3.
6. iBRANDZ RESPONSIBILITY AND
WARRANTIES:
iBRANDZ
will not use the Means of Access (or any other methods
of remote access) to access the Facilities for any
purpose other than to provide the Services. However,
iBRANDZ
shall be permitted to gain remote access to the
Facilities for lawful purposes using any publicly
available means (such as the World Wide Web), which do
not require special authorization.
iBRANDZ will take the following
steps to ensure the security of the Facilities (insofar
as the use of
iBRANDZ's systems and the Means of
Access are concerned):
A) ensuring that no
passwords are stored in easily recognizable form on
iBRANDZ's own systems in
circumstances where a breach of
iBRANDZ's own internal security
may reveal them;
B) ensuring that only those
employees and contractors of
iBRANDZ
who are required to access
the Facilities using
iBRANDZ's systems and the Means
of Access are able to do so; ensuring that the
Facilities are not capable of being accessed by a system
or user, which transits the Practitioner's own systems,
except as permitted by this Agreement.
iBRANDZ will not be liable to the
Customer or to any third party for any non-performance
or delay in the performance of its obligations under
this Agreement, if events or conditions beyond its
reasonable control cause the non-performance or delay
and
iBRANDZ
gives the Customer prompt
notice thereof. In no event will this provision affect
Customer's obligation to make payments to
iBRANDZ under this Agreement
except in respect of Services that are unable to be
performed by
iBRANDZ, until they can be
performed. 7.Confidentiality:
iBRANDZ
will not disclose to any third party or use other than
for the purposes of this Agreement any knowledge or
information imparted to or obtained by it during or in
connection with the fulfillment of this Agreement which
is of a secret or confidential nature relating to the
business, equipment, processes relating to the
equipment, the products, services, process or business
strategies offered or employed by the Customer. This
obligation of confidence will cease to apply in relation
to information that
iBRANDZ
is required to disclose by any law, or which becomes
part of the public domain other than as the result of a
breach by
iBRANDZ
of its obligations of confidence under this Agreement.
8.Employee Retention:
The Customer undertakes to
iBRANDZ that it will not for a
period of two years from the termination of this
Agreement entice away or endeavor to entice away from
iBRANDZ any employee of
iBRANDZ. The Customer
acknowledges that the prohibition and restriction
contained in this clause are reasonable in the
circumstances and necessary to protect the business of
iBRANDZ.
9.Non-Exclusive
Agreement:
The Customer acknowledges
that
iBRANDZ is providing Services to
the Customer on a non-exclusive basis and that
iBRANDZ may provide services of
the same or a similar nature as the Services to any
other party, including parties who may directly compete
with the Customer.
10.Interpretation:
This Agreement shall be construed and interpreted
according to the laws of Nova Scotia, Canada. Any
disputes arising from this Agreement shall be litigated
or arbitrated in Nova Scotia.
.iBRANDZ Private Label Terms
and Conditions: This is an Agreement between you
(the “Reseller”) and IBRANDZ.ca Ltd., a Canadian Company located
at 41 Shepherd Road, Halifax, Nova Scotia, Canada that owns
ibrandz.eu & ibrandz.ca. This agreement explains the basis upon
which transactions between you, the Reseller, and IBRANDZ.ca
Ltd. will take place and our responsibilities toward each other.
The Effective Date of this agreement shall be the date that the
Reseller completes IBRANDZ.ca's reseller agreement.
By entering into this Agreement, in addition to transactions
entered into by the Reseller on its own behalf, the Reseller
also agrees to be bound by the terms of this agreement for
transactions entered into on its behalf by anyone acting as its
Agent. The Reseller also agrees to be bound by the terms of this
Agreement for transactions entered into by anyone who uses the
account that the Reseller hereby establishes with IBRANDZ.ca
Ltd., whether or not the transactions were made on Reseller's
behalf.
Whereas IBRANDZ.ca Ltd. is a fully-operational Search Engine
Marketing Company and, whereas the Reseller desires to purchase
Search Engine Marketing services and other services or products
that may be available from IBRANDZ.ca Ltd. for purposes of
reselling such Services to its own customers;
Therefore, iBRANDZ.ca and the Reseller agree as follows:
Services Subject to the terms and conditions of this
Agreement, IBRANDZ.ca Ltd. grants the Reseller a non-exclusive,
non-transferable license to resell the Services worldwide. Price - Subject to the terms and conditions of this
Agreement, the Reseller acknowledges that all prices, discount
rates and transaction fees are subject to change. IBRANDZ.ca
Ltd. will provide its services to the Reseller according to the
IBRANDZ.ca Price information available at:
http://www.ibrandz.ca
IBRANDZ.ca Ltd. will charge the reseller a 30% discount on its
Products and Services.
Payments are made via PayPal:
seo@ibrandz.ca Fraudulent Transactions. The Reseller agrees to hold
IBRANDZ.ca Ltd. unharmed and to indemnify IBRANDZ.ca Ltd. for
and against transactions processed by IBRANDZ.ca Ltd. on behalf
of the Reseller that are fraudulent in nature. These fraudulent
transactions could result from, but are not limited to,
misrepresentations in the services, or from the use of stolen or
misappropriated credit cards. Money Back Guarantee & Refund Policy If within 30 days of
the date your customer purchased ibrandz services, for any
reason the customer wants to cancel the account, he is entitled
to a full refund of the amount charged. Termination Either party may terminate this Agreement for
a material breach of contract by the other party that has not
been resolved within 15 days. Either party must notify the other
of such material breach in writing. Or, either party may
terminate this Agreement with a 15-day written notice. Upon
termination, all resellers' customers will default to reseller.
Restriction of Service, Right of Refusal - The Reseller
agrees that IBRANDZ.ca Ltd., in its sole discretion and without
liability to the Reseller, may terminate this Agreement for if
the Reseller is found to be using IBRANDZ.ca Ltd. Services in
association with unsolicited commercial e-mail (“spam”) or
morally objectionable activities. Morally objectionable
activities will include, but not be limited to: activities
designed to defame, embarrass, harm, abuse, threaten, slander or
harass third parties; activities prohibited by the laws of
Canada, the United States and/or foreign territories in which
the Reseller conducts business; activities designed to encourage
unlawful behavior by others, such as hate crimes, terrorism and
child pornography; activities that are tortuous, vulgar,
obscene, invasive of the privacy of a third party, racially,
ethnically, or otherwise objectionable; activities designed to
impersonate the identity of a third party; and activities
designed to harm minors in any way. Privacy The Reseller agrees to be bound by the Privacy
Policy of IBRANDZ.ca Ltd. in its dealings with customers and
others and to post such Privacy Policy on the Reseller's home
page. Failure to comply with such Privacy policy will be deemed
a material breach of this Agreement. Branding IBRANDZ.ca Ltd. authorizes the Reseller to
co-brand the Services by using IBRANDZ.ca's name and logo along
with the Reseller's name and logo. Marketing Rights IBRANDZ.ca Ltd. and IBRANDZ.ca Ltd.
related companies will not market to the Reseller's customers.
Technical Support IBRANDZ.ca Ltd. will provide technical
support to the Reseller. Notices The Reseller agrees that all notices (except for
notices concerning breach of this Agreement) from IBRANDZ.ca
Ltd. to the Reseller may be deemed delivered within five (5)
days Notices concerning breach of this Agreement will be sent
either to the e-mail address that the Reseller has on file with
IBRANDZ.ca Ltd. or mailed by first class mail to the postal
address that the Reseller has on file with IBRANDZ.ca Ltd.. In
both cases, delivery shall be deemed to have been made five (5)
days after the notice was sent. Notices from the Reseller to
IBRANDZ.ca Ltd. should be made by e-mail, sent to the address we
provide on our web site. No Solicitation The Reseller agrees that it will NOT
approach IBRANDZ.ca's employees with proposals to hire them as
its own employees or contractors. If the Reseller were to hire
any of IBRANDZ.ca's employees, the Reseller agrees to pay
IBRANDZ.ca Ltd. for each employee hired the greater amount of
three years salary that the Reseller is to pay such employee, or
$100,000. Limited Liability IBRANDZ.ca Ltd. shall not be liable
under any circumstances for any special, consequential,
incidental or exemplary damages arising out of or in any way
connected with this Agreement or other services and products the
Reseller may choose, including but not limited to: damages for
lost profits, loss of use, lost data, loss of privacy, damages
to third parties. This limited liability clause shall apply even
if IBRANDZ.ca Ltd. has been notified of the possibility of any
claims. In no event shall IBRANDZ.ca's maximum liability exceed
the total amount paid by the Reseller for the service or the
product. IBRANDZ.ca's liability is limited to the extent
permitted by law in provinces or states that do not allow the
exclusion or limitation of liability for consequential or
incidental damages. Modification This Agreement and its Attachments are
subject to change. The Reseller will be notified of such changes
as they occur via the e-mail contact supplied during the
reseller signup process. Assignment The Reseller may not assign its rights or
duties under this Agreement to another individual or entity
without the expressed written consent of IBRANDZ.ca Ltd., which
will not be unreasonably withheld. IBRANDZ.ca Ltd. may assign
its rights and obligations under this Agreement without notice,
as long as, the Service continues to operate as outlined in this
Agreement. Severability The terms of this Agreement are severable.
If any part of this Agreement is determined to be unenforceable
or invalid, that part of the Agreement will be interpreted in
accordance with the applicable law as closely as possible in
line with the original intention of both parties of the
Agreement. The remaining terms and conditions of the Agreement
will remain in full force and effect. The Reseller agrees to
waive the right to trial by jury in any proceeding that takes
place relating to or arising out of this Agreement. Entirety This Agreement constitutes the entire understanding
and contract between the parties and supersedes any an all prior
and contemporaneous, oral, or written representations,
communication, understandings, and agreements between the
parties with respect to the subject matter herein.
Nothing in this Agreement, expressed or implied, shall be deemed
to confer any rights or remedies upon, nor obligate any of the
parties hereto, to any person or entity other than such parties,
unless so stated to the contrary.
Each of the parties, to this Agreement represents and warrants
that it has full power to enter into this Agreement and has not
assigned, encumbered, or in any manner transferred all or any
portion of the claims covered by this Agreement.
|