PPC Services Terms and Conditions

The following terms and conditions are in relation to Pay Per Click services provided by InternetAdworks.com in relation to your Google Adwords account and expenditure and upon accepting these terms you accept that you are binding yourself legally to them.

PPC Campaign Setup

The following terms and conditions shall apply to any and all purchases of Pay-Per-Click (as defined below).

For purposes of this Agreement, the 'Effective date' shall be that time when the client orders the service.

The terms of this Agreement shall commence on the Effective Date, as herein defined.

1. Description of Service

This Terms of Service Agreement will strongly establish and explain the terms and conditions on which INTERNETADWORKS.COM provides Pay Per Click Management service to Client. It is important that this document be thoroughly reviewed if Client agrees to these terms and conditions, and is willing to be bound by them.

1.1 This Agreement explains the important terms and conditions under which INTERNETADWORKS.COM shall operate and provide Pay Per Click Management service package subscribed to / or applied to by the Client.

1.2 This Agreement also declares your consequent obligations as our Client in relation to the Pay Per Click Management service package you purchased.

1.3 Any attempt to amend terms and conditions enclosed in this Agreement and question the said points after the effective date through conflicts or misrepresentation in any other document shall be of no force and void the effects.

1.4 By availing of the Pay Per Click Management service of INTERNETADWORKS.COM, and by entering into this page, you as our Client, acknowledge that you have read, understood, and agree to be bound by all terms and conditions mentioned in this Agreement, as well as any additional rules or policies that may be established by INTERNETADWORKS.COM from time to time. This Agreement, and those that may from time to time be added or modified herein, constitutes the exclusive agreement between the Client and INTERNETADWORKS.COM concerning your use of the Pay Per Click Management service and shall supersede and govern all prior proposals or agreements made by any of our representatives.

1.5 In order to use the Services, you must obtain access to the Internet / World Wide Web, either directly or through devices that access Web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet / World Wide Web, including a computer and modem or other access device.

1.6 INTERNETADWORKS.COM will be opening one Pay-Per-Click Account (either with Google Adwords or with MSN Adcenter or with Yahoo! Search Marketing) in behalf of your website that will be optimized for Pay Per Click Marketing.

2. Your Obligations

2.1 If you provide any information that is untrue, inaccurate, incomplete or not current, or we have reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current, InternetAdworks.com has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

2.2 You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (for purposes of this Schedule, "Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not InternetAdworks.com, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Pay Per Click Marketing service. InternetAdworks.com does not control the Content posted via the Pay Per Click Marketing service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the InternetAdworks.com Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will InternetAdworks.com be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Pay Per Click Service.

2.3 Restrictions. The Client is expected to recognize the practice of good and ethical Internet practices. The Client shall comply with the rules appropriate to any of the product or service provided by InternetAdworks.com. The Client is also expected not to permit InternetAdworks.com access to information the Client desires to keep confidential.

2.4 Privacy and Intellectual Property Rights

2.4.1 Client acknowledges (i) given the global nature of the Internet, that there is no necessity to modify the product and service provided by INTERNETADWORKS.COM (ii) that such actions will likely impair the performance standards of Pay Per Click optimization expected by INTERNETADWORKS.COM.

2.4.2 Client shall not update, alter, modify, or tamper with the optimized pages. The client hereby acknowledges that such inappropriate actions may void the guarantee offered by INTERNETADWORKS.COM.

2.4.3 Client shall have no right to copy, in whole or in part, the Pay Per Click optimized pages. Client, however, can only make one archival copy of the optimized pages solely for archival and disaster recovery purposes only. Client shall have no right to upload the pages or redirect the previous optimized website to other domain. Client acknowledges that such action may also void the guarantee aforementioned.

2.4.4 Client hereby understands and agrees that the optimized pages shall be the exclusive property of INTERNETADWORKS.COM.

3. Search Engine Visibility

3.1 Overview of the Service.

INTERNETADWORKS.COM employs Pay Per Click Marketing optimization services that will allow the Client's website to be visible on the Sponsored Links on the Search Engine results and allows for their website to be viewed and seen provided that complete requirements are submitted by the Client and considering that Client's monthly budget covers for the number of clicks or visits any customer or user does to view their website.

3.2 Guarantee

INTERNETADWORKS.COM guarantees that Client's website will be visible to search results placed on Sponsored Links of chosen Search Engine(s) using approved keywords, provided that the budget set and allotted for the month is available and will cover for the number of clicks or visits any customer or user does to view Client's website.

This guarantee applies only upon the completion of work by INTERNETADWORKS.COM. A verification report will be sent to Client after all site optimization and Pay Per Click Marketing processes have been completed.

4. Pay Per Click Service

4.1 Keyword Analysis

Upon receipt of the Keyword Profile Document completely filled-out by the Client, INTERNETADWORKS.COM shall proceed in keyword research using tried and tested techniques, methods, and tools. Our SEO and Pay Per Click specialists will start the process using Client's keyword suggestions and examine your website as initial analysis. After having performed the keyword research, a recommended keyword list will be sent to Client for review, selection and approval.

Client shall thoroughly review the list sent by INTERNETADWORKS.COM and send back an approved list for page optimization to commence. Client may approve it or suggest additional keywords. INTERNETADWORKS.COM will only allow up to two (2) rounds for Client to choose the best keywords or key phrases for optimum performance. The approved final list must, however, follow the guidelines set by INTERNETADWORKS.COM in choosing the right keywords. If Client has a list of preferred keywords, INTERNETADWORKS.COM will have to approve and analyze them first before optimization moves to the next process.

If no response is received from Client within a period of sixty (60) days, the optimization and Pay Per Click Marketing project shall be abandoned.

4.2 Content Writing and Site Optimization

INTERNETADWORKS.COM will create customized ads to drive visitors to the Client's website.

Google Adwords keyword bid price is calculated by a number of factors, including relevance to the ad and keyword nbeing promoted. It is the Client's responsibility, therefore, to ensure that all landing pages are optimized for pay-per-click and convert visitors into leads, sales, orders, requests for more information, on any of the Client's desired objectives for the pay-per-click campaign.

InternetAdworks.com will check landing pages to ensure they follow the optimization standards (keyword density, prominence, and proximity) and are relevant to the ads. Depending upon our findings of the Client's website and landing pages, InternetAdworks.com may suggest website optimization or the creation of landing page(s) at an additional cost. If this work is assigned to InternetAdworks.com, these pages will be created and uploaded upon prior approval from client.

Client shall carefully read the text and ad content, check all links and make sure that design of the pages is consistent with the other site pages. Request for revisions is allowed granted that a detailed instruction is given. Client will only be permitted to revise his ad content twice.

Minor changes on the text, layout, links, and images will be entertained. However, a radical change in the content made by the Client, will not be processed because there is little guarantee that such will perform well in the search engines.

If Client insists on using his own content, guarantee is void. Client shall send a written approval for the optimized pages to be uploaded to website to complete the optimization.

Upon receipt of the written approval, INTERNETADWORKS.COM shall upload the optimized pages to Client's website. Client shall provide correct and full (read / write) FTP (File Transfer Protocol) access to the root directory of website. INTERNETADWORKS.COM shall make a copy of Client's website prior to uploading the optimized pages for archival and disaster recovery purposes.

4.3 Visibility report

The priming period of a minimum of seven (7) days allows the Search Engines and directories enough time to analyze and index INTERNETADWORKS.COM'S submissions. We will send you a detailed visibility report to verify the 'real' overall daily performance from each high-ranking keyword phrase in the Search Engines. This report will be the basis if minimum guarantee has been met.

4.4 Completion

Completion of optimization lasts until contract between Client and INTERNETADWORKS.COM expires, and / or any of the parties mentioned pre-terminates the agreement for valid reasons.

5. Fees, Payments, Guarantees and Terms

5.1 Set-up and One-time Fees. Client agrees to pay INTERNETADWORKS.COM the set-up fee. Client further agrees to pay the optimization fee amounting to the package price and payment term chosen during which such services are provided. If Client wishes to upgrade the optimization service, monthly service fees shall be prorated.

All rates and prices quoted by INTERNETADWORKS.COM are in AUD Dollars.

Payments are by Paypal, or electronic transfer only. Payment by checks will be accepted but should only be for full payments or through reseller invoices and only for clients residing in Australia. Checks should be addressed to Martin Aranovitch and sent to 1/175D Old Northern Road, Castle Hill NSW 2154 Australia. Client agrees to consider that payment will only be considered received and valid after getting cleared from issuing banking institution.

INTERNETADWORKS.COM shall charge a $35.00 fee for returned checks.

If INTERNETADWORKS.COM does not receive payment for services provided on credit to approved resellers, Client agrees to pay INTERNETADWORKS.COM all amounts due upon demand. Client agrees to pay all attorney's and collection fees arising from any efforts to collect any past due amounts to the extent allowed by law.

5.2 Late Payments. Should Client fail to pay any fees on the date due, INTERNETADWORKS.COM shall have the right to make use of any or all of the following:

a) Assess and collect charges for the delay in an amount constituting five percent (5%) per month of which amount shall not exceed the ceiling provided by law, when available

b) Suspend or terminate any access to any or all of the services of INTERNETADWORKS.COM,

c) Terminate the herein Agreement without incurring any liability whatsoever arising from the discontinuance of services due to late payments.

5.3 Continuous Payment. The suspension or termination of INTERNETADWORKS.COM services, or of the Agreement, shall not absolve the client from paying any outstanding fees, interests and penalties. Client shall be responsible for any costs for the collection of such fees. Costs herein contemplated shall include, among other expenses rightfully due to INTERNETADWORKS.COM, attorney's fees, expenses of litigation, and payment of damages.

5.4 Refunds and guarantees. All payments made to INTERNETADWORKS.COM are non-refundable. Pay-Per-Click ad costs shall be payable directly to the provider (e.g. Google Adwords) using the Client's credit card via the Client's account. Should Client have a remaining balance paid to Google AdWords from his budget upon the end of his contract, INTERNETADWORKS.COM ensures this will continue to be consumed by his ads unless Client wishes to renew his contract with the company and have the remaining amount of his budget added up in his new budget.

5.4.1 The usual time for the pay-per-click engine to assess your website from the time of submission is a minimum of seven (7) business days. Meanwhile, it normally takes ad campaigns 24 hours from the time of submission to appear on the search engines.

5.4.2 INTERNETADWORKS.COM does not guarantee position or improvement in Client's sales or relevant website traffic. Such will still depend on the demand for Client's product or service, design and layout of the site, and many other factors beyond the control of INTERNETADWORKS.COM.

5.4.3 Pay Per Click services are provided on a best-efforts basis and based on sufficiency of Client's monthly budget due to the dynamic and unpredictable nature of the World Wide Web. In no event shall INTERNETADWORKS.COM be held liable for any consequential, indirect, incidental, punitive, or special damages including, without limitation, damages for loss of business profits, business interruption, or loss of business information arising out of this Agreement or out of the actions of third parties in connection with this Agreement, even if Client has been advised of the possibility of such damages.

5.4.4 Any website downtime of one day or more voids the guarantee because Search Engines will remove Client's listing if site cannot be visited.

5.4.5 Duplicating the optimized pages after they have been uploaded will void the guarantee. Search Engines ban and penalize websites for such practice.

5.4.6 Transferring of the optimized pages to another domain will void the guarantee because optimization work was made for the original domain.

5.4.7 Client's selection of keyword phrases that are too competitive may void the guarantee.

5.4.8 Redirecting the optimized pages to another site will void the guarantee. Deceptive redirects violate search engine guidelines and can cause a website to be banned or penalized.

5.4.9 Client shall not remove the link to sitemap and optimized pages. Doing so will also void the guarantee because if these pages are not viewable, website pages will not be crawled by the Search Engine spiders.

Should the Client accidentally remove the link to sitemap and optimized pages, INTERNETADWORKS.COM will try to restore the link to sitemap, and / or re-upload the sitemap and optimized pages, provided FTP is still accessible and InternetAdworks has access to the client's site. If given FTP is no longer accessible, INTERNETADWORKS.COM will inform the Client via e-mail of such incident. Failure on the part of Client to add the said link or re-upload the optimized pages will void the guarantee.

6. Your Obligation

6.1 Preferred Keywords

Client shall take full responsibility for the keywords or key phrases used and optimized in the website. Client acknowledges to follow the guidelines set by INTERNETADWORKS.COM in choosing the keywords or key phrases. Should Client insist to use own keywords, further approval must be obtained from INTERNETADWORKS.COM to ensure that keywords are not too competitive and can achieve successful search engine results.

6.2 Optimized Content

Client hereby agrees that any thoroughly reviewed and approved text content made by INTERNETADWORKS.COM are still the property of the optimization provider. Client, however, shall take full responsibility, legally or otherwise, for all content included in the optimized pages and the meta tags.

6.3 Website Layout

Client shall approve all optimized pages prior to uploading to the website. Client shall also send a written approval stating that any pages created by INTERNETADWORKS.COM can be uploaded as part of the optimization and Pay Per Click processes.

6.4 Content Additions

Client shall pay INTERNETADWORKS.COM additional compensation of AUD $120 per hour for any additional content, text, images, and web pages, outside the bounds of terms exceeding the scope of the optimization package and processes.

6.5 Modifications
Should Client submit modifications, updates, and alterations after the completion of the optimization process and the written approvals. Client shall be charged AUD $120 per hour. For any significant changes to website, Client must notify INTERNETADWORKS.COM before work commences.

Client also agrees to inform INTERNETADWORKS.COM that if there are changes to the web pages, especially the home page. As the entrance to Client's site, this page is critical. Client shall let INTERNETADWORKS.COM know by email / phone call of any substantial revisions or changes to the website within three (3) business days. Guarantee is void if our work is altered without our knowledge.

6.6 FTP Access

Client shall agree to grant full File Transfer Protocol (FTP) access to INTERNETADWORKS.COM during the guarantee period. This website access allows INTERNETADWORKS.COM ability and access to optimize Client's website and to make any alterations to the site whenever necessary under circumstances.

INTERNETADWORKS.COM will check if the link to sitemap, optimized pages are intact, as well as your website's uptime. Should we find that any of the mentioned factors are missing, INTERNETADWORKS.COM shall do the necessary solution as long as there is Full FTP access.
If FTP is no longer accessible, Client shall give the new access information and / or follow the instructions sent by INTERNETADWORKS.COM. Failure of the client to do the necessary steps three (3) days after the e-mail has been sent voids the guarantee.

6.7 Uptime and Downtime

Client shall ensure 100% uptime of the website. Otherwise, Client shall notify INTERNETADWORKS.COM of the downtime incident. Downtime of more than 24 hours voids the guarantee.

If optimized landing pages are hosted by INTERNETADWORKS.COM, Client shall be notified of possible downtimes and server maintenance schedules.

7. Project Delivery

7.1 Completed Delivery

Pay Per Click Marketing Services rendered by INTERNETADWORKS.COM shall be considered completed upon delivery of the completion notification email.

7.2 Feedback

Client shall provide INTERNETADWORKS.COM, within seven (7) days and through means supplied by the latter, feedback or notice on approval of keyword phrase list, sitemap, and the optimized pages. If notice or feedback is received, the project shall be deemed accepted and satisfactory to the Client, and INTERNETADWORKS.COM shall not be held liable or accountable for any additional costs required by the nature of the project.

8. Suspension and / or Termination

8.1 Termination by INTERNETADWORKS.COM. INTERNETADWORKS.COM shall have the right, upon written notice to Client, to terminate this Agreement, sue and / or make Client liable for breach, if:

a) Client fails to comply with its payment obligations under this Agreement;

b) Client materially breaches any term or condition this Agreement;

c) Client terminates or suspends its business activities, becomes insolvent, or becomes subject to any bankruptcy or insolvency proceeding, or assigns the project to creditors, or becomes subject to direct control of a trustee, receiver or similar authority;

d) Client infringes or duplicates the website subject of this Agreement, while having an outstanding balance, within six (6) months from effectivity date of this Agreement.

8.2 Termination by Client. Client shall have the right, upon written notice to INTERNETADWORKS.COM, to terminate this Agreement if INTERNETADWORKS.COM is in material breach of this Agreement and it fails to remedy such material breach within thirty (30) calendar days of its receipt of such written notice.

8.3 Survival. Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated.

8.4 Abandonment of Project. An Account Manager will be working with the Client in every phase to assure that requests are processed. However, if any response or approval is not received from the Client for more than thirty (30) days, the project will be considered abandoned.

9. Cancellations

A twenty-five percent (25%) fee of the total project cost is charged to the Client for any cancellations made to answer for costs of set-up requirements and billing in relation with the optimization services where the project billed has not been completed.

Payments previously paid are already non-refundable even if project has not been completed prior to cancellation.

To Cancel, Client is expected to send a cancellation notice through email at support@internetadworks.com.

10. Records and Documents

INTERNETADWORKS.COM is not responsible for the custody, archiving, safe keeping, as well as of returning or sending to Clients, documents, graphic work, physical goods or web pages created for Clients and / or sent to INTERNETADWORKS.COM in any manner or form.

11. Warranties

11.1 Customer Warranty

Client represents and warrants to INTERNETADWORKS.COM that:

a) Client has the legal personality or authority, as the case may be, to enter into an Agreement with INTERNETADWORKS.COM and perform its obligations under this Agreement;

b) Client shall use INTERNETADWORKS.COM's services and products for lawful purposes;

c) Client shall not violate any existing law, rules or regulations of any country where the project is used. Neither shall Client violate the intellectual property rights of any person, corporation or legal entity;

d) Client warrants that the project herein, or its principal place of business is not located in a country where the activities necessarily arising from the use of the project is prohibited;

e) In any instance that Client shall receive advice or notice of any claim with regard to the project or INTERNETADWORKS.COM, Client shall promptly provide INTERNETADWORKS.COM with a written notice of such claim.

f) Client agrees to inform INTERNETADWORKS.COM via email within three (3) days of any changes, alterations or modifications to the homepage or the project in general.

11.2 INTERNETADWORKS.COM Warranty

INTERNETADWORKS.COM warrants that:

a) INTERNETADWORKS.COM has the legal personality and authority to enter into this Agreement and perform its obligations under this Agreement; and,

b) INTERNETADWORKS.COM will perform the services required under this Agreement.

12. Confidential Information

12.1 "Confidential Information", as contemplated in this Agreement, shall include the terms of this Agreement, any services provided by INTERNETADWORKS.COM, the prices and fees charged under this Agreement, any other materials marked confidential by Client or INTERNETADWORKS.COM and any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance.

12.2 Each party acknowledges and agrees that:

a) The Confidential Information constitutes valuable trade secrets of the party owning such Confidential Information;

b) It will use Confidential Information solely in accordance with the provisions of this Agreement; and;

c) It will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party's prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party's Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care.

12.3 Confidential Information will not include information that is:

a) Publicly available;

b) Already in the other party's possession and not subject to a confidentiality obligation;

c) Obtained by the other party from any source without any obligation of confidentiality;

d) Independently developed by the other party without reference to the disclosing party's Confidential Information; or

e) Required to be disclosed by order of a court or other governmental entity; provided no less than ten (10) days written notice is given to the party owning such Confidential Information so that such party may obtain a protective order or other equitable relief.

13. Copyrights and Trademarks

INTERNETADWORKS.COM will use content approved by you to complete your Website. Any such images and text shall remain your property. You represent to INTERNETADWORKS.COM and unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to INTERNETADWORKS.COM are owned by you, or that you have permission from the rightful owner to use each element(s), and will hold harmless, protect and defend INTERNETADWORKS.COM from any claim or suit arising from their use.

14. Additional Fees

14.1 Taxes. Client will pay, or when necessary, reimburse INTERNETADWORKS.COM for taxes and duties imposed upon and by reason of the performance of INTERNETADWORKS.COM of its services, on all sales, use, transfer, privilege, whether international, national, state or local, except income taxes or gross receipts taxes which may be levied against INTERNETADWORKS.COM.

14.2 Non-Exclusivity. The parties acknowledge and agree that INTERNETADWORKS.COM is providing access to and use of its non-exclusive and non-transferable services to multiple Clients.
14.3 Support. INTERNETADWORKS.COM agrees to provide live technical support during normal business hours (Monday-Friday, 9:00AM-6:00PM Eastern Time).

14.4 Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, the parts deemed unenforceable shall not affect the validity of the others, unless INTERNETADWORKS.COM, in good faith, deems the unenforceable provision to be essential, in which case INTERNETADWORKS.COM will have the right to terminate this Agreement.

14.5 Notices. Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: a) upon delivery if delivered in person; b) three (3) business days after deposit in the mail, registered or certified mail, return receipt requested, postage prepaid; c) upon transmission if sent electronically, with a confirmation copy sent via overnight mail; d) one (1) business day after deposit with a national overnight courier; e) upon transmission if sent via e-mail the same day, in each case addressed, in the case of Client, the address listed in INTERNETADWORKS.COM's records, or in the case of INTERNETADWORKS.COM, at 1/175D Old Northern Road, Castle Hill, NSW 2154.

14.6 Assignment. Client will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without INTERNETADWORKS.COM's prior written consent, which consent may be withheld, delayed or conditioned in INTERNETADWORKS.COM's discretion. INTERNETADWORKS.COM shall have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to Client.

14.7 Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, to acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.

14.8 Waiver. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of INTERNETADWORKS.COM. The parties expressly disclaim the right to claim the enforceability or effectiveness of a) any amendments to this Agreement that are not executed by an authorized representative of INTERNETADWORKS.COM and Client; b) any oral modifications to this Agreement; and c) any other amendments that are based on course of dealing, waiver, reliance or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.

14.9 Governing Law & Dispute Resolution with Third Party Licensors. This Agreement shall be interpreted and construed in accordance with the laws of the State of New South Wales, Australia without regard to conflict of law principles. The parties agree that all disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Sydney, NSW, Australia.

14.10 Non-solicitation. Client agrees that during the term of this Agreement and for a period of six (6) months after the expiration and non-renewal or termination of this Agreement, Client shall not solicit or attempt to solicit any employee or consultant of INTERNETADWORKS.COM. Client further agrees that a violation hereof shall entitle INTERNETADWORKS.COM to claim the amount of $100,000.00 as liquidated damages.

14.11 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.

14.12 Modification of Terms. INTERNETADWORKS.COM reserves the right to modify this Agreement at any time and without advance notice, effective upon making the modified provisions available on the InternetAdworks.com Llc. You are responsible for regularly reviewing these documents. Continued use of Services after any such changes shall constitute your consent to such changes. InternetAdworks.com does not and will not assume any obligation to notify you of any changes to this Service Agreement.

15. DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE INTERNETADWORKS.COM SERVICE PROVIDED IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. INTERNETADWORKS.COM EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE INTERNETADWORKS.COM SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY INTERNETADWORKS.COM, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL INTERNETADWORKS.COM, OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE INTERNETADWORKS.COM SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE INTERNETADWORKS.COM SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEINTERNETADWORKS.COMCTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO INTERNETADWORKS.COM RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT INTERNETADWORKS.COM IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM INTERNETADWORKS.COM AND ITS AFFILIATES. UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, NOR SHALL INTERNETADWORKS.COM'S LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO INTERNETADWORKS.COM DURING THE THREE (3) MONTH PERIOD PRIOR TO WHEN THE ACTION AROSE. THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT

16.Indemnification

16.1 Client agrees to defend, indemnify and hold harmless INTERNETADWORKS.COM against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to reasonable attorneys' fees) or claims caused by or resulting indirectly from your use of the Service, without limitation or exception, including your violation of any third-party's rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with INTERNETADWORKS.COM.

16.2 By completing our online sign up form, or confirming an order by phone or email, it indicates that you have read and understood the INTERNETADWORKS.COM Service Agreement and thus are bound by the terms and conditions stated herein. All transactions entered to us upon making payment or being presented with an invoice for services rendered are binding. The undersigned agrees to the terms and conditions contained in this Service Agreement. The undersigned also states that he or she is empowered to enter into this agreement on behalf of the organization or business.

17. Limitations of Liability. INTERNETADWORKS.COM'S SERVICES LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY CLIENT TO INTERNETADWORKS.COM THROUGH THE DATE INTERNETADWORKS.COM'S SERVICES LIABILITY TO CLIENT ACCRUES. IN NO EVENT SHALL INTERNETADWORKS.COM BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.

A project manager will be working with the Client in every phase to assure that requests are processed. However, if any response or approval is not received from the client for more than 30 days, the project will be considered abandoned.

PPC Campaign Management

In asdition to the above terms and conditions, the following terms and conditions also apply for pay-per-click management services provided by InternetAdworks.com:

1. From the date we commence work the contract will then continue on a monthly basis automatically until notice is given. For this purpose we assume that each month has exactly 30 days.

2. You agree to pay an agreed monthly management fee for InternetAdworks.com to manage your campaign for a minimum period of 3 months. The set up & management fee will be dependent upon the complexity of your campaign and agreed in advance at the proposal stage when our pricing structure will be clear and transparent. InternetAdworks.com does not receive any commissions from Google or any other search engine and does not add a mark up to any prices charged to our clients from a search engine.

3. Payment for the implementation of your PPC campaign set up & optmisation will be in advance of the campaign being activated and after you have agreed to your proposal and account set up structure. Your monthly management fee will be invoiced 30 days later after work commences of each month and payment is on receipt of invoice.

4. Notice of cancellation of this agreement shall be deemed valid and accepted by InternetAdworks.com if received by e-mail or post after the initial three month period. Cancellation will be accepted on date of actual receipt by Pay Per Click Consultant and will take effect at the end of that current thirty day period for which you will be charged at the normal rate applicable.

5. Whether InternetAdworks.com creates you a new Google Adwords account or has dual access to your current Google Adwords account, it is agreed that neither party can change the login details throughout the duration of the contract unless agreed in writing (e-mail, fax and post) by both parties.

6. Throughout the duration of the contract you agree that any tools, coding, new keywords and any knowledge gained cannot be used in any other Google Adwords Account you may have, or create yourselves during the Term of this contract.

7. InternetAdworks.com agrees that during the contract and after termination of this agreement, all the financial details supplied to us by you for the purpose of our services will be kept confidential.

8. You agree that InternetAdworks.com can monitor your account after cancellation or expiry of agreement to make sure you are not using any tools, coding, new keywords and any knowledge gained for the financial benefit of another third party. If another party takes over your account management InternetAdworks.com reserves the right to remove any unique techniques implemented in our account structure at the set up stage.

9. Each of these terms, (above), are essential to us providing a service to you, our client. If any one of these terms is breached throughout the duration of the contract InternetAdworks.com will have no choice other than to terminate the contract with immediate effect.