TERMS OF SERVICES

1. Digital Advertising and Marketing Services

We, at NEDM Group aka NEDM Agency, serve a variety of digital marketing services to attribute to sales, to improve a brand’s online reputation, to improve a website’s online visibility, to secure a site’s accessibility to the users, to generate leads, to retain customers. By engaging our services, you agree to the Terms of Service set forth below. 

NEDM Agency provides website building, paid social, online review & reputation management, display ads, digital security, search engine marketing & optimization, and associated services on a local, national and international level. As such, we collect and submit information on our client’s behalf to search providers for whom the client must agree to their terms and conditions as well. 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 apply to all of our services so related. 

NEDM Agency will not share client’s data/information with anyone else other than in the course of securing online advertising and marketing services on the client’s behalf.

2. Advertising Material

NEDM Agency reserves the right to place information related to the client’s business on any of the publisher and search provider websites such as those listed above and that our client authorizes us to develop content based on information or material provided by the client and collected by us including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. 

Further, a client represents that the material and information provided to NEDM AGency is truthful, not misleading and that the client has the authority to represent this product and service information. 

Finally, as a client, you authorize NEDM Agency to utilize/track contact details as such email, phone numbers 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 and as available. Domains/hosting or any widget purchased on your behalf will be released to you within twenty (20) days after service has been terminated.

3. Unacceptable Practices

As we at NEDM Agency strive to offer the very best services, there are certain guidelines and policies that must govern our efforts and relationships with you as the client.  Practices that are in violation of these guidelines and policies are strictly forbidden and may result in the immediate termination of the NEDM Agency’s services.  Such decisions are at the sole discretion of the NEDM Agency.  Unacceptable practices include, but are not limited to:

  • Adult or pornographic material including, but not limited to, sexually explicit or suggestive material

  • Sexually oriented products or services (e.g. escort services), or other sexually oriented material

  • Nudity, including airbrushing (exceptions granted on a case-by-case basis if for medical or artistic purposes)

  • Lingerie websites,

  • Banned and harmful items like gun selling, tobacco selling, etc.,

  • Offensive or otherwise distasteful material

  • Content or language that is harmful to minors in any way

  • Bulk emailing tools

  • Distribution of internet viruses or other harmful or destructive activities

  • Hacking and cracking

  • Scams or phishing for personal information

  • Illegal Gambling, gaming, lotteries, and like activities  Harmful, threatening, violent, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another’s privacy,  racial, chauvinistic, ethnically offensive, complaint websites, or otherwise objectionable content or language

  • Defamatory, hateful or revenge content or language.

  • Aids to pass drug tests or aids to pass lie detector tests.

  • Illegal activities such as ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism,

  • Piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual properties

  • MLM or funnel marketing scams without a legitimate product or service, with a front product or service, or where the primary intent is to recruit new members rather than to sell products

  • Reverse Funnel Systems

  • Cash Gifting

  • Illegal drugs or drug paraphernalia

  • Alcohol sales

  • Tobacco sales

  • Miracle cures

  • Fake documents

  • Fireworks, pyrotechnics, firearms, explosives or weapons.

  • Intentional or unintentional violations of any applicable local, state, national or international law.

  • Reselling of email accounts or hosting accounts to third parties.

  • Reselling of any CWS services including, but not limited to, design services, updates, and WTD to third parties without a written re-seller agreement.

  • Spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk email

  • Links to other sites that are in violation of Cardinal Digital Marketing’ policies and guidelines

  • Other activities, whether lawful or unlawful, that CWS deems to be in poor taste or that reflect adversely on CWS or CWS’ other clients

Upon the contingency in which NEDM Agency accepts a contract for services on this list, any and all work performed will be compensated in services only regardless of approval by Google, Bing, Yahoo, or any other outside agency.

4. Fees

The client agrees to pay monthly fees as per our service fees structures in the contract to cover the cost of placing and managing the client's online advertising & marketing services program. NEDM Agency may change/alter the minimum/maximum monthly fees in accordance with procedures established by our search providers and publishers from time to time upon and with notifications. All monthly fees are due at the end of each calendar month. Service-wise, there’s a requirement of 100% advance payment, for which the client will receive a proper invoice and receipt.

Service does not include the budgets required to run a paid advertising campaign as charged by that particular platform.

 

 

5. Payment

The Client agrees to pay NEDM Agency 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. 

Marketing and advertising programs may be paused if payments have not been made by the due dates wherein re-initiation fees may apply.

6. Term

The Contract with NEDM Agency specifies the initial term for which program rates will be guaranteed, and will be for no less than six (6) months for custom programs. All agreements are auto-renewing at the then published service rates. After the initial agreement period, either party may cancel the program with a 30-day written notice to the other party.

7. Representations and Warranties; License and Grant of Rights

You, as the client, 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.

8. Indemnification

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, trademark, patent, invention or any other nondisclosure rights of any third party. 

As a client, you indemnify and hold NEDM Agency harmless 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, the proprietary information or nondisclosure rights of any third party. To the full extent of the law, you will pay any expenses or damages to NEDM Agency resulting from claims made by third parties with regard to usage of material you have provided, even after termination of our Agreement.

8. No Guarantees

You rightfully acknowledge and agree that NEDM Agency 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, paid social, or any specific results on any platform. NEDM agency 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. NEDM Agency does not warrant that the performance will be error-free, but will immediately act to rectify errors once they have been identified.

9. Disclaimer of Warranties

To the maximum extent permitted by applicable law, NEDM Agency 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 NEDM Agency’s services.

10. Limitation of Liability and Applicable Law

The maximum aggregate liability NEDM Agency may have to the client is and will be limited to 70% of the total amount of fees collected. NEDM Agency will have no liability in connection with the functionality or content of any search provider or internet publisher or website not owned by NEDM Agency. This agreement shall be governed and construed by the laws of the Republic of India. Any claims against this agreement must be made within 2 months from the date of the subject of the claim and must be made in writing to NEDM Agency. Any or all legal disputes will fall under the jurisdiction of the Kamrup (M), Guwahati, Assam, India.

11. Force Majeure

Neither the client nor NEDM Agency will be in breach of its obligations under these Terms and Conditions of Service (other than the obligation to pay money 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. Sub-Contract

NEDM Agency may assign, delegate or subcontract any rights or obligations under this Terms and Conditions of Service.

 

 

13. Miscellaneous

These Terms and Conditions of Service represent the parties’ entire agreement with regard to NEDM Agency’s provision of services. Agreement with these terms and conditions is upon signature of NEDM Agency’s Contract, and it will be binding upon the client and its successors.

14. Authority and PoC

The person signing the Contract certifies that (s)he is lawfully authorized to purchase services on behalf of your company, and s/he is the point of contact for the contract so signed. 

15. 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. Any arbitration would require a writing statement signed by the PoC from the client’s end. 

16. Development

Continuous development and progress in a monthly report are automatically guaranteed to the client. Yet, confirmation and set up directions must be on mutual consent.