1. Online Advertising and Marketing Services
Dieselmatic offers a variety of services to improve a website’s online visibility. By engaging us, you agree to the Terms of Service set forth below. If you have questions, or if we may be of any service, please do not hesitate to contact us.
Dieselmatic provides search engine marketing, optimization and associated services on a local, national and international basis. As such, we submit information on your behalf to search providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Google, Yahoo, MSN/Bing, ASK, AOL, Marchex, InfoUSA, 411 Directory Assistance, Yellowpages.com, Superpages.com, Yellowbook.com, Yelp, Acxiom, Localeze, TrueLocal, local.com, CitySearch, MagicYellow, Dex, YP.com, iBegin, YellowBot, Insider Pages, MojoPages, Kudzu, Merchant Circle, OnStar, Craigslist, Kijiji, local online newspapers, Facebook, YouTube and other sites. The terms and conditions of these providers all apply. Dieselmatic will not share your information with any business other than in the course of securing online advertising and marketing services on your behalf.
2. Advertising Material
Dieselmatic 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 Dieselmatic to develop content based on information or material provided by you or your designees and collected by Dieselmatic including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. Furthermore, you represent that the material and information you provide to Dieselmatic is truthful, not misleading, and that you have the authority to represent this product and service information to Dieselmatic. Additionally, if so contracted, you authorize Dieselmatic to contact your customers for the sole purpose of gaining endorsements and reviews of your products and services for publication. Further, articles, press releases, and blog postings will be sent for approval before publishing. The timeliness of these pieces is critical to campaign performance. For this reason, all monthly content will be considered approved one week after the content was sent for approval unless requested edits or other communication is received from the client. Finally, you authorize Dieselmatic to utilize tracking phone numbers, and even record calls on your behalf, for ‘customer service’ purposes, and upon automatic notification to all incoming callers on tracking phone numbers if/when that service is contracted. Domains purchased on your behalf will be released to you within thirty (30) days after service has been terminated.
3. Payment & Renewal
You agree to pay Dieselmatic monthly fees for managing your online advertising & marketing services up to an amount not to exceed what is stated in your most recent Dieselmatic Subscription.
Your subscription will be billed to your credit card monthly. All subscriptions will automatically renew at the end of each month. Your credit card will be charged on the renewal date. Full payment is required to commence work. If an account becomes 14 days past due, all campaign activities will be paused until payment is made and the account is current.
A 5% interest charge accumulated monthly is payable on all overdue balances. At 90 days past due, the account is to be handed over to a collection agency. The grant of any license or right of copyright is conditioned on receipt of full payment.
Dieselmatic may, at the request of the customer, change their monthly subscription to another Dieselmatic Plan, current or future.
3B. Default in Payment
You assume responsibility for cost outlays by Dieselmatic Digital Inc. in all collections of unpaid fees and of legal fees necessitated by default in payment. Invoices in default will include but are not limited to fees for collection and legal costs.
If at any time you are unsatisfied, you can terminate this agreement by providing one-month’s written notice after the completion of the initial month. Email firstname.lastname@example.org to let us know that you’d like to discontinue your subscription.
In the event of cancellation during an assignment, ownership of all copyrights and the original work shall be retained by Dieselmatic.
Any domain names shared with Dieselmatic will be returned to the owner. Upon cancellation, website hosting will be revoked and DNS records will be removed. The Dieselmatic website will remain the propoerty of Dieselmatic.
4. 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 Dieselmatic 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 Dieselmatic resulting from claims made by third parties with regard to usage of material you have provided, even after termination of our Agreement.
6. No Guarantees
You acknowledge and agree that Dieselmatic 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. Dieselmatic 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. Dieselmatic does not warrant that the performance will be error-free but will immediately act to correct errors once they have been identified.
7A. Code of Fair Practice
You and Dieselmatic agree to comply with the provisions of the Code of Fair Practice (which is in the Ethical Standards section of chapter 1, Professional Relationships).
7B. Code of Fair Practice
Dieselmatic warrants and represents that, to the best of its knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned form third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that Dieselmatic Digital Inc. has full authority to make this agreement; and that the work prepared by Dieselmatic Digital Inc. does not contain any scandalous, libelous, or unlawful matter. Dieselmatic may produce and reuse content. This warranty does not extend to any uses that you or others may make of Dieselmatic Digital Inc.’s products and services that may infringe on the rights of others. You expressly agree that you will hold Dieselmatic Digital Inc. harmless for all liability caused by the your use of the Dieselmatic Digital Inc.'s products and services to the extent such use infringes on the rights of others.
8. Limitation of Liability
You agree that you shall not hold Dieselmatic Digital Inc. or his/her agents or employees liable for any incidental or consequential damages that arise from the Dieselmatic Digital Inc.’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused intentionally or negligent acts or omissions of Dieselmatic Digital Inc. or you, any client representatives or employees, or a third party.
9. Dispute Resolution
Any disputes in excess of maximum limit for small-claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the Canadian Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. You shall pay all arbitration and court cost, reasonable attorney’s fees, and legal interest on any award of judgment in favour of Dieselmatic. All actions, whether brought by you or by Dieselmatic will be filed in the Dieselmatic province of business/residence. This contract is held accountable to the legal system of British Columbia and any applicable statutes held therein.
10. Force Majeure
Neither you nor Dieselmatic 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.
Dieselmatic may assign, delegate or subcontract any rights or obligations under this Terms and Conditions of Service.
The Dieselmatic Partner Terms represent the parties’ entire agreement with regard to Dieselmatic’ provision of services. Agreement with these terms and conditions is upon signature of Dieselmatic’s Contract or the submission of a Dieselmatic Plan subscription, and it will be binding upon you and your successors.
The person signing the Contract or submitting the Dieselmatic Plan subscription certifies that (s)he is lawfully authorized to purchase services on behalf of your company.
14. Acceptance of Terms
By signing this Contract or submitting your subscription and payment information you hereby agree to the terms, conditions and stipulations of this agreement on behalf of your organization or business. This agreement constitutes the entire understanding of both parties. Any changes or modification thereto must be in writing and signed by both parties.