This Agreement is by and between Pmsl Technology, its Clients their heirs, assigns, agents and contractors and Users of PmslTech’s website and is made effective as of the date of electronic execution. By accessing the PmslTech website, you acknowledge and agree that you have read, understood, acknowledged and agreed to be bound by all the terms and conditions of this Agreement.
1. LICENSE
1.1 By offering this site for use, PmslTech provides a worldwide, nonexclusive, nontransferable, revocable, limited license to access and make personal use of the information and services on this website, strictly subject to and in accordance with these Terms. PmslTech reserves the right to amend or terminate this license at any time and for any reason.
1.2 Failure to comply with these Terms may result in automatic termination of this license, without prior notice. Except for the limited license set forth in these Terms, PmslTech does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary materials.
1.3 The PmslTech name and logos are registered trademarks and may not be used without our written consent. You agree that all the materials displayed on or available through this website, including without limitation any and all names, logos, data, information, graphics, underlying software, displayed on or available from this website are protected by copyright, trademark and other intellectual property laws and are available for your personal use only. In connection with viewing and using this website, you are permitted to temporarily download one copy of the materials posted on this website onto a single computer for your personal, non-commercial use only.
1.4 You must not copy, modify, alter, download, publish, broadcast, distribute, sell or transfer any such materials unless expressly provided for in these Terms or with our express written permission. All rights not expressly granted herein are reserved. Downloading of any information, content or images from this website does not transfer any right or ownership of such information, content or images to you and such information, content or images may be used solely in accordance with these Terms. All copyright and other proprietary notices contained in downloadable materials must be retained.
2. LINKS TO OTHER WEBSITES
2.1 Links to other websites are provided for your convenience. PmslTech does not control these other websites and cannot be responsible for the content or accuracy of the information or other material on these websites. Unless expressly stated on this website, the provision of a link to an external website does not constitute an endorsement or approval of that website or any of the products or services on that website. You should seek independent expert advice if you have any concerns regarding what services, products or solutions may be suitable for you. PmslTech will not be liable for any damages or injury arising from your access to such sites or content.
3. LIMITATIONS ON USE OF SITE
3.3 You agree to use the Site only for lawful purposes. You agree that you will not use any device, software or other instrumentality to interfere or attempt to interfere with the proper working of our site, and that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. In addition, you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein, without the prior express consent PmslTech.
TERMS OF SERVICE
PmslTech offers internet marketing services that include, but not limited to: search engine optimization (hereinafter “SEO”), Google Adwords®, Facebook and other Social Media advertising, Link Building,Mobile Apps / Game Devopment and Web design/development.
1. QUOTE FOR PROVISION OF SERVICES
1.1 All quotes supplied by PmslTech are valid for 7 days from the date the quote is provided. PmslTech may amend this provision during promotional periods. Acceptance can be provided in writing, via electronic mail, in writing or via fax.
2. COMMENCEMENT OF SERVICES
2.1 PmslTech will send Client an email requesting additional information for the Project Brief. PmslTech will commence work within fourteen (14) days after the date of receipt of information.
2.2 PmslTech will use its best endeavors to provide Service to Client within a reasonable timeframe. PmslTech is not liable for delays to project or anticipated timeframes for delivery of service.
3. PAYMENT TERMS
3.1 Client agrees to pay for the Products and Services in full prior to work commencing on the Project Brief, unless otherwise agreed at PmslTech’s discretion. Invoices are payable within five (5) business days from the date of the invoice.
3.2 Client may request a full refund within seven (7) days of remitting payment to PmslTech, prior to work commencing. Client acknowledges that no refunds are available once work has commenced on the Project Brief and additional requests for refunds will require Management review.
3.3 For SEO Contracts, a one-time setup fee will be assessed and payment is required prior to work commencing. Monthly maintenance fees are not included in the setup fee. Client will be billed for each month for the maintenance fee until customer provides PmslTech with a written cancellation request.
3.4 If Client provides PmslTech with their credit card information, you authorize PmslTech to automatically charge your credit or debit card for charges that apply to your account. Recurring charges will be posted to your credit card until such time that you cancel your account in accordance with PmslTech cancellation policy.
3.5 Client may elect to have invoices paid by PayPal.
3.6 All payments to PmslTech will be made in include, but not limited to USD (US Dollar).
4. LATE OR NON-PAYMENT
4.1 If payment has been declined or has not been made, Client’s account will be suspended and a reactivation fee of $50 will apply.
4.2 For returned cheques due to insufficient funds, PmslTech reserves the right to request alternate payment method.
4.3 If payment has not been received after 30 days, this will result in termination of our services and any links and SEO work will be removed. Cancelled accounts cannot be reactivated and any account history or information will not be retrievable. No refund will be given thereafter.
5. CLIENT OBLIGATIONS
5.1 Client will provide PmslTech with reasonable direct and remote access to its website, and shall provide such other reasonable assistance as PmslTech may request, including, but not limited to, providing source code and other statistical, diagnostic information and other relevant information required to enable PmslTech to comply with its obligations under this Agreement.
5.2 PmslTech shall provide the Services during the continuance of this Agreement PmslTech will use reasonable efforts to provide Client with the Services in accordance with the estimated timeline set out in the Project Brief./p>
5.3 Where the Service being provided requires, PmslTech will liaise with the relevant web agency, hosting company or other third party in order to provide the Services. PmslTech shall not be liable for any act or omission by the relevant web agency, hosting company or other third party, if such act or omission results in PmslTech breaching its obligations under this Agreement.
5.4 PmslTech will not make changes to or update a Customer’s website prior to written or verbal consent from the Customer, stating that PmslTech have the right to make the agreed changes and the Customer, as the website owner, agrees to and takes full responsibility for those changes being made.
6. IMPLEMENTATION OF SEO SERVICE
6.1 PmslTech guarantees that Client’s website will appear on the first page of designated Search Engines within an agreed period of time of the Commencement Date. If PmslTech is unable to achieve this ranking within that time period, PmslTech agrees to provide further optimization services until such time when Client’s website is listed on the first page.
6.1.1 Client acknowledges that PmslTech may, as part of the client’s SEO campaign, add links and content to the client’s website. If the client chooses to reject these additions, their First Page Guarantee may be rendered void, to the discretion of PmslTech.
6.2 Client acknowledges that the guarantee applies only to selected keywords chosen by the Client. PmslTech will advise Client to which keywords guarantee applies.
6.3 Client acknowledges that Search Engine Optimization (“SEO”) is governed by many factors which are outside the direct control of PmslTech. Search Engines are third party systems with unknown variables, algorithms and indexing decisions that can change at any time and without notice over which we have no control. PmslTech will use best efforts, techniques and accepted standards to improve Client’s Search Engine Ranking but cannot guarantee of #1 ranking of Client’s website on any major Search Engine using Client’s desired keywords. Client further acknowledges that the website’s ranking with a particular Search Term will rely on both the relevancy of that term on your pages, and the popularity of that term on other websites.
6.4 Client further acknowledges and understands that a website’s rankings may go backwards. Client agrees if this were to happen, no liability will be on PmslTech and no refunds or discounts given.
6.5 PmslTech is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
6.6 PmslTech is not responsible for the Client overwriting PmslTech’s work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content.
6.7 PmslTech follows a strictly ethical SEO policy and will not be responsible for any bans or search engine suspension for the following:
Duplicate sites, duplicate content or pages, redirects or doorway pages.
Link farms or any spanning techniques which may harm the web site’s ranking with Google.
Increased traffic or sales
Hidden links
Automated web site submission software or websites
6.8 Client acknowledges that PmslTech will add an “SEO Services” by “PmslTech” link to the footer section of each website they work on.
7. IMPLEMENTATION OF GOOGLE ADWORDS®
7.1 PmslTech shall provide Client a management service of a Google AdWords® account in accordance with the terms set out in the Project Brief.
7.2 Client expressly permits PmslTech to create a Google AdWords™ account on their behalf. Client acknowledges that Google AdWords™ are subject to Google’s Terms and Conditions. Client’s account will be deemed active once Google™ approves it for online advertising. PmslTech is not liable if Client’s account is rejected.
7.3 PmslTech acknowledges that Client owns the Google AdWords™ Account developed by PmslTech. Upon expiration of the term of this agreement Client may retain the account and all its configuration.
7.4 PmslTech will send a draft to Client once work is complete. Client agrees to review and approve said draft within fourteen (14) business days. PmslTech is not liable for errors or omissions once the ads are deployed.
8. FACEBOOK AND SOCIAL MEDIA ADVERTISING
8.1 PmslTech agrees to promote Client’s company on Facebook® and/or Social Media sites including but not limited to Twitter™, YouTube™, Digg™ and LinkedIn™ through targeted advertising campaigns per the agreed specifications set out in the Project Brief.
8.2 Client agrees to provide PmslTech with information (ad banners and web site links) within ten working days after the Commencement Date and further agrees that they will comply with any technical specifications provided to the customer by PmslTech. Drafts will be sent to Client for approval before being submitted to the relevant site.
8.3 Client agrees that any images to be used in advertisements will be supplied to PmslTech. Client acknowledges that if images are not provided, additional design fees may be payable. PmslTech will include these additional fees on the invoice.
8.4 Client acknowledges that Facebook and other social media sites reserve the right to refuse adverts at any time for any reason, whether or not the same has already been acknowledged and/or previously published, including but not limited to for reasons relating to the contents of the advertisement or any technology associated with the advertisement. PmslTech will make every effort to create a substitute advertisement. If the advertisement is rejected due to content, PmslTech shall require Client to supply new copy acceptable to aforementioned sites. PmslTech cannot be held liable for rejection of ads by third party websites. Client acknowledges that if an advertisement previously accepted and displayed on a social media site is then subsequently removed by said site, prior to the end of the agreed period, that PmslTech is not liable for this decision and no refund will be payable.
9. LINK BUILDING
9.1 If requested PmslTech shall provide the link building services as specified on the PmslTech website and to the agreed specifications on the Project Brief.
9.2 The number of links stated in the Project Brief is the number of links that PMSLTECH will provide on the link building report. The number is correct at the point at which the report is generated and quality controlled, whereupon it will be emailed to the Client.
9.3 PMSLTECH offers no guarantee for the length of time each link will remain live after the point at which it has been confirmed and reported on the Customer link report.
9.4 Client acknowledges that PMSLTECH is not liable for the content of those sites. Use of any such linked web site is at the Client’s own risk.
9.5 The inclusion of any link does not imply endorsement by PMSLTECH of the site.
9.6 Client acknowledges that linking to “bad neighborhoods” or receiving links from “link farms” can seriously damage all SEO efforts. PMSLTECH does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
10. COPYWRITING
10.1 PmslTech agrees to produce written material for inclusion on Client’s website upon the request of the Client and per the agreed specifications in the Project Brief.
10.2 PmslTech agrees that it will be the sole author of the work, which will be original work by PMSLTECH copywriter, free of plagiarism. PmslTech agrees to use reasonable care to ensure that all facts and statements in the work are true and that the work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party.
10.3 Client may provide additional copy to PmslTech. Client accepts full responsibility for all detail contained in the copy provided to PmslTech and agrees to use reasonable care to ensure that all facts and statements in the work are true and that the work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party.
10.4 PmslTech acknowledges that Client has the right to edit the work in a time frame agreed upon in advance as it deems appropriate for publication, and that PmslTech will cooperate with Client in editing and otherwise reviewing the work prior to publication
10.5 Client agrees that they are responsible for reviewing the final draft for accuracy to include spelling and grammatical errors, statements and assertions. PmslTech is not liable for errors discovered after publication.
11. WEB DESIGN AND DEVELOPMENT
11.1 PmslTech agrees to design and develop a website at Client’s request and will deliver the work by to the agreed specifications in the Project Brief.
11.2 Client is solely responsible for preparing and posting detailed descriptions of each of its Project Briefs, including providing samples illustrating Client’s creative brief (“samples”), site structure, number of pages required, the applicable deadline, and other relevant terms and conditions. Client agrees to provide information to PmslTech within 30 days of signing the agreed Project Brief.
11.3 Client agrees to supply the PmslTech with adequate photography or imagery to use in the design; or SEO may recommend a stock photography bundle to suit the project. Client acknowledges that an additional fee may be assessed for any stock photography we acquire.
11.4 Client agrees that if it fails to deliver information or content to PmslTech to enable development work to commence within thirty (30) days that PmslTech may at its discretion consider the project cancelled. Client also agrees that no refund would be payable under this circumstance and will not hold PmslTech liable for subsequent breach of this Agreement.
11.5 PmslTech will send Client a “Web Draft” once work is completed. Client agrees to review and test website for grammatical, spelling, graphical errors and coding bugs. Client hereby agrees that it is their sole responsibility to notify PmslTech of any such errors during the revision cycle and before the final files have been generated. Client agrees to provide feedback and revisions to PmslTech within fourteen (14) working days after receipt of the draft.
11.6 Client is responsible for acquiring and purchasing a domain name. PmslTech may at its discretion advise Client on suitable names.
11.7 Client hereby acknowledges that PmslTech is not responsible for any errors, grammatical or otherwise found in submitted material Client provides towards the development of the website.
11.10 PmslTech agrees to resolve any errors or implement revisions requested by Client. Client agrees that a maximum of three revisions are available.
11.11 Client acknowledges that any change requests after final approval has been given to PmslTech or after website is live in Production, that PmslTech reserves the right to require Client sign a new contract and pay any subsequent fees. PmslTech will not commence work on subsequent change requests until full payment has been received.
11.12 Client acknowledges that PmslTech will add a “Web Design” by “PmslTech” link to the footer section of each website they work on. This is PmslTech’s branding and to remove it will cost $250.
12. HOSTING
12.1 Client’s website should be hosted on a reliable server, based in the country of Search Engine interest, with constant availability, for optimum results.
12.2 PmslTech may recommend changing Client’s host or server, in order to protect the interests of your web site’s ranking within the Search Engines. PmslTech offers no guarantees to interruption of hosting services and cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service.
12.3. Client may elect to host their website with PmslTech for an additional annual fee. Client agrees to pay the annual hosting charge in advance of commencement of hosting services.
12.4 Client acknowledges that PmslTech may from time to time be required to perform maintenance, upgrades or replacements to servers. PmslTech reserves the right to suspend access to such server during the required time to do the maintenance, upgrade or exchange the server. In this event, PmslTech will notify Client via e-mail at least 24 hours before the due date and time for maintenance.
13. INTELLECTUAL PROPERTY AND COPYRIGHT
13.1 The technology and content provided on the PmslTech Site, unless specified otherwise is owned by or licensed to PmslTech. Content includes but not limited to text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software.
13.2 PmslTech and its licensors retain all proprietary rights to that content and technology and by continuing to use this website, Client acknowledges said content and technology is protected by Indian and international intellectual property laws.
13.4 For all content, imagery or photography provided to PmslTech in the provision of services, Client hereby warrants: i) they own the intellectual property rights in that content;
ii) that content does not infringe the intellectual property rights of a third party;
iii) that content is not fraudulent, stolen, or otherwise unlawful;
iv) that content does not violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, or criminal law);
v) that content is not defamatory, unlawfully threatening or unlawfully harassing; and
vi) that content does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware.
13.4 PmslTech reserves the right to refuse any content it considers to be in contravention with any of the above statements.
14. STOCK IMAGERY/PHOTOGRAPHY
14.1 Client acknowledges that copyright to any stock imagery or photography used on Client’s websites is retained by the owner.
14.2 Client acknowledges that such images can therefore not be used or re-used for any other purpose and can only be used as they were placed onto your website by PmslTech. Any editing of the dimensions in which they appear may contravene their usage rights.
15. TRUTH IN ADVERTISING
15.1 Client hereby warrants that there is nothing in any advertisement or other material provided to PmslTech, or in any material to which the advertisement or other material links or refers, that violates any personal or proprietary right of any third party, constitutes false advertising, is harmful, or violates any law or governmental regulation.
15.2 Client agrees to indemnify and hold harmless PmslTech, its employees, directors, heirs and assigns against all liability, loss, damage and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material.
16. ASSIGNMENT OF INTELLECTUAL PROPERTY TO CLIENT
16.1 All copyright and other intellectual property rights in any work created, commissioned or otherwise acquired by PmslTech during the implementation of any contract between PmslTech and Client shall remain with PmslTech until full payment has been received.
16.2 Upon full payment, PmslTech hereby agrees to transfer to the Client all rights title and interest in the copyright and other intellectual property rights in all artwork, manuals, information, material reports, source code and other output which is produced, extended or modified during the production of the work outlined.
17. TERM OF AGREEMENT AND CANCELLATION
17.1 The Initial Term for the Agreement for Services shall continue as follows unless otherwise mutually agreed upon in writing: 180 days for search engine optimization contracts – 90 days for Google AdWords™ and Social media advertising contracts
17.2 Following the Initial Term, this Agreement shall renew at the end of each 30-day period for a successive 30-day term unless either party provides a minimum of 7 days written notice of its intention not to renew or if both parties agree to enter a new contract term for a determined time period.
17.3 Cancellations become effective on the day processed by PmslTech. Client will be notified of the cancellation via email.
17.4 If Client cancels before the end of the initial contract term a $50 penalty will be assessed.
18. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
18.1 PmslTech warrants that the services provided will at the time of delivery correspond to the specifications provided in the agreed upon Project Brief.
18.2 Client acknowledges that PmslTech does not warrant or make any representations concerning the accuracy of design, content, features, features, functions and performance of any web pages created by PmslTech or any advertisement placed on social media websites or otherwise, nor does it warrant or make any representations concerning the accuracy, likely results, or reliability of any optimization services it provides
18.3 Client hereby agrees that the responsibility to check the performance, accuracy and quality of any web pages created by PmslTech rests solely with them.
18.4 Client hereby agrees that PmslTech is not liable for any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
18.5 Client agrees PmslTech is not liable for absence of services as a result of illness or holiday.
18.6. The content on this Site is for general information only and use and is not intended to address your particular requirements. In particular, the content does not constitute any form of advice, recommendation or arrangement by PmslTech and is not intended to be relied upon by users in making (or refraining from making) any specific investment or other decisions. Appropriate independent advice should be obtained before making any such decision. Any arrangements made between Client and any third party named on this Site is at Client’s sole risk and responsibility.
18.7 USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITATION, PMSLTECH MAKES NO WARRANTY OR GUARANTEE THAT THIS WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL PMSLTECH OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, ACCOUNT PROVIDERS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “PMSLTECH”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF PMSLTECH SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, PMSLTECH IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF PMSLTECH TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
19. TERMINATION
19.1 Client acknowledges and agrees that PmslTech, at its sole discretion, may suspend access to this website, suspend services or terminate this Agreement if the Client: i. fails to pay any sum due under this Agreement and such sum remains unpaid for 5 days after written notice from PmslTech that such sum has not been paid; ii. ceases to carry on business or become insolvent, or have an administrator or receiver appointed or enter into liquidation or enter into any agreement with its creditors; or iii. fails to fulfill any of its obligations under any part of this or any other agreement that it has with PmslTech; or iv. interferes with or impairs the Service, or PmslTech’s ability to deliver the Services. vi. behaves in a manner found to be unlawful, inconsistent with, or in violation of, the letter or spirit of the terms of this Agreement.
20. CONFIDENTIALITY
20.1 Save as provided in this Agreement each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging its obligations under the Agreement and shall ensure that such employees are subject to corresponding obligations of confidentiality.
21. INDEMNIFICATION
21.1 Client agrees to indemnify and hold harmless PmslTech, its employees, directors, heirs and assigns against all liability, loss, damage and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material.
22. SEVERABILITY
22.1 If any provision of these Terms is held to be unenforceable, or invalid, for any reason, then that provision is deemed to be modified to the extent required to remedy the unenforceability or invalidity or if it is not possible to remedy the unenforceability or invalidity, that provision is to be severed from these Terms and these Terms will otherwise remain in full force.
23. JURISDICTION
23.1 This Contract shall be governed by the Corporate Act 1965, India. The parties submit all disputes arising between them to the courts in the State of Odisha and any court competent to hear appeals from those courts of first instance.
24. ENTIRE CONTRACT
24.1 These Terms are the entire agreement between the parties regarding the use of this Website and the purchase of any services and supersedes all previous negotiations, commitments and agreements about the website and the services.
