The following terms and conditions govern the products being sold and services rendered by Dreamclick, LLC. Upon the Client’s signature on acceptance of Terms & Conditions and First Payment for service or products, the Client and Dreamclick shall be bound by these terms and conditions. The First Payment and these terms and conditions collectively constitute the agreement for the purchase and sale of products and services (the “Agreement”).
1. Term and Termination: This Agreement shall be in effect for the term set forth after the First Payment for service or product. Services provided by Dreamclick LLC are NOT bounded to any long term contracts. This means that the services provided by Dreamclick are paid by the Client on a month-to-month basis and can be terminated as of five (5) days before the “new” month begins. Client acknowledges that: Dreamclick has expended substantial effort and expense and that NO Refund of any amount will be made once the Client pay for the next month of service.
2. Termination of Monthly Maintenance, Hosting, Support & Pay Per Click Advertising Campaigns: If at any point Client elects to terminate the Monthly Maintenance, Hosting & Support of Client’s website, Client shall give written notice to its designated Account Manager at least five (5) days before the new month of service begins . Within ten (10) days of Dreamclick's receipt of Client’s request to cancel, the Account Manager will complete the domain and site transfer. Such transfer typically takes twenty (20) days, but may take longer depending on Client’s cooperation. Then the Account Manager will also pause and cancel all the Advertising Campaigns (PPC). (Domain transfers are only done through GoDaddy accounts).
3. Control and Exclusivity: Dreamclick LLC shall work with Client to determine the methods it shall use to produce the Project. Dreamclick reserves the right to retain any third party contractors, vendors, or service providers that it deems necessary to assist in such work. The Client understands that Dreamclick provides marketing and web services for numerous entities, including other businesses and accordingly, neither this Agreement nor any of the services are exclusive to Client. The geographic focus of advertising or marketing efforts are based on factors such as, but not limited to, the Client’s budget and its market demographics, and the Client understands and acknowledges that other Dreamclick clients may be competitive with the Client.
4. Charges and Payment Terms: In consideration of Dreamclick’s performance of the Project, Client agrees to pay Dreamclick the initial fees, monthly fees, and any other one-time or recurring charges. All fees, charges and costs are nonrefundable.
5. Breach: If Client is in breach of this Agreement, whether through its failure to make payments or otherwise, Dreamclick shall be entitled, at its sole discretion, to discontinue and remove placement of Client’s website and any advertisements, and such discontinuance shall not constitute a breach of the Agreement by Dreamclick, nor shall it entitle Client to any set-off, reduction, or abatement of the payments due by Client to Dreamclick, or to any delay in the timing of the payments.
6. Client Responsibility: Client’s participation is a critical part of the process of developing, designing, and building the website and creating any advertising. Client agrees that it shall: (1) be responsive to calls and e-mails during the building and creating process; (2) attend a website review call; (3) review all finished materials; and (4) approve content for marketing purposes.
7. Pay Per Click Services (“PPC”): Landing page content for your PPC campaign will be copied directly from your website. You are solely responsible for the content on your website, chosen keywords and phrases, compliance with all laws, regulations, licensing, and ethical requirements associated with your industry or profession, and use of the PPC Service under this Agreement. You will immediately provide Dreamclick with written notification of any non-compliance or restrictions related to, or which may impact, the PPC Services.
The search algorithms, rules, and guidelines of each search engine are subject to change. Dreamclick LLC will attempt to comply with all changes to the search engine rules and guidelines, but Dreamclick does not guarantee paid placement results and specific results, and placement in each case will vary. Enhanced rankings or paid positioning may not be available or achieved for all search engines at all times, depending on, among other things, the competition and bidding for selected keywords, the budget selected by the Client for competitive bidding for paid placement, the content of the Client’s website, and other factors beyond the reasonable control of Dreamclick LLC.
8. Client’s Website: Unless Client’s website is designed and provided by Dreamclick LLC as a part of the Project, Client hereby acknowledges that Dreamclick is not responsible for the development, maintenance, and operation of the Client’s website(s), nor for any content or other materials that appear on, and all visits to, the Client’s website(s), nor is Dreamclick responsible for order entry, payment processing, shipping, cancellations, returns, or customer service concerning orders placed on Client’s website(s).
9. Indemnity and Limitation of Liability: Client agrees to defend, indemnify, and hold Dreamclick LLC, directors, employees, agents, and successors harmless from and against any and all claims, suits, expenses, costs, losses, and liability including attorneys’ fees that relate to, or arise from, (1) Client’s use of the website, (2) any content and materials provided by the Client, and (3) a breach of this Agreement by Client, and (4) compliance with applicable laws. If the Client’s website is hosted by Dreamclick, the Client understands and agrees that Dreamclick is not liable to the Client or any third party for the consequences of any outages not directly caused by the negligence of Dreamclick. If an Internet outage should occur, the extent of Dreamclick's liability shall be limited to a credit of the pro-rated portion of the actual cost charged to the Client by Dreamclick for hosting, and only if the actual time of an outage exceeds twenty-four (24) consecutive hours. Dreamclick provides no support and shall have no liability whatsoever for outages or other problems arising from website hosting by any third party or by Client.
IN NO CASE SHALL DREAMCLICK, ITS AGENTS, ASSIGNS, EMPLOYEES, CONTRACTORS, OR REPRESENTATIVES BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES SUFFERED BY CLIENT, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, AND REGARDLESS OF THE CAUSE AND REGARDLESS OF WHETHER DREAMCLICK WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Disclaimer of All Warranties: DREAMCLICK LLC DOES NOT WARRANT THAT THE SEO SERVICES AND PPC SERVICES WILL MEET THE CERTAIN EXPECTATIONS OR REQUIREMENTS. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, DREAMCLICK PROVIDES ITS PRODUCTS AND SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (1) THE LIMITED WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (2) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE, OR INABILITY TO PERFORM UNDER THIS AGREEMENT.
11. Ownership of Non-Client Property: Title and full ownership rights in and to the Project, together with any and all ideas, concepts, campaign optimizations, computer programs, and other technology supporting or otherwise relating to Dreamclick’s operation of the Dreamclick network, and website(s) (collectively, the “Dreamclick Materials”), shall remain at all times solely with Dreamclick and/or with the respective outsourced service provider or author. Client acknowledges that it has not acquired any ownership interest in the Dreamclick Materials and will not acquire any ownership interest in the Dreamclick Materials by reason of this Agreement.
12. Acceptance of these Terms and Conditions: By signing the Order Form, Client or its agent represents that the Client has read and understands these Terms and Conditions and expressly accepts these Terms and Conditions, which are incorporated into the Order Form.