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Terms of Agilis Marketing Search Agreements

Agilis Marketing Marketing Service Agreement - Terms of Use
Welcome to Agilis Marketing Marketing’s Service Agreement. This Agreement describes the terms and conditions applicable to your use of the Agilis Marketing Marketing service. If you ("Customer") do not accept these terms and conditions or have any questions, please contact Agilis Marketing ("AGILIS"), owner of the Agilis Marketing Marketing web site, software, and services.

AGILIS may amend this Agreement at any time by posting the amended terms on the Agilis Marketing Marketing site. The amended terms shall automatically be effective 10 days after they are initially posted on the site. This agreement was revised on December 1, 2007.

  1. License – AGILIS grants to Customer a non-transferable, non-exclusive, limited license to use 1) the Agilis Marketing service to index a single web site, named in the agreement and 2) the AGILIS or other such logo or phrase that AGILIS may develop to indicate the source of the search results (collectively, the "Services "). Customer shall not copy, duplicate, modify or incorporate in any other work, or any of the Services. Customer shall not reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form, any of the Services.
  2. Services  – Services are available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to minors. If you do not qualify, please do not use the Services. AGILIS may refuse the Services  to anyone at any time, at AGILIS’s sole discretion.
  3. Service Changes – AGILIS reserves the right, as reasonably necessary or convenient for AGILIS’s own purposes or to improve the quality of the Services to Customer, to change the pricing terms of the agreement with 60 days written notice to Customer.
  4. Fees – All fees are outlined in the Customer’s Agreement. Payment must be made promptly or AGILIS can discontinue service to Customer immediately. Any work done for customer can be halted or reversed if customer fails to make payments as agreed. Pay for Performance Deposits are refundable if the terms of the Agreement are not reached. However, such deposits may be applied immediately if Customer fails to pay on time. Additionally, before refunding deposits AGILIS may deduct costs incurred while working under the terms of the Agreement. Such expenses may include, but are not limited to, costs associated with purchasing links, and deductions for time spent working under the terms of the Agreement. AGILIS bills work at the rate of $85 per hour. AGILIS will never bill for work that exceeds the amount of the deposit unless specified on the conclusion page of the Customer Agreement.
  5. TERM – Customer OR AGILIS may cancel this agreement at anytime upon written notification to to the other party.
  6. Publicity. AGILIS shall have the right to reference and refer to its work for, and relationship with, Subscriber for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent.
  7. Personal Information - Personal information includes any information Customer provides to AGILIS during the term of this Agreement. AGILIS will only use Your Information in accordance with its Privacy Policy, see further below.
  8. Confidentiality

8.1 Defined
By virtue of this Agreement, Customer and AGILIS may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall include but not be limited to the Services , source code, algorithms, formulas, methods, know-how, processes, designs, new products, developmental work, prospective customer names, the terms and pricing under this Agreement, and all information clearly identified in writing at the time of disclosure as confidential.
8.2 Exceptions
Customer’s or AGILIS’s Confidential Information shall not include information that 1) is or becomes part of the public domain through no act or omission of the other party; 2) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly of indirectly from the disclosing party; 3) is lawfully disclosed to the other party by a third party without restriction on disclosure; or 4) is independently developed by the other party. Customer shall not disclose the results of any performance tests of the Services to any third party without AGILIS’s prior written approval.
8.3 Use and Nondisclosure
Customer and AGILIS agree to hold each other’s Confidential Information in confidence during the term of this Agreement and for a period of five years after termination of this Agreement. Customer and AGILIS agree, unless required by law, not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than the implementation of this Agreement. Customer and AGILIS agree to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Customer acknowledges that is not a competitor of AGILIS, and agrees not to share this information with any competitors.

  1. Proprietary Rights – Customer acknowledges that AGILIS and/or its licensors,owns all intellectual property rights in the Services , including all business processes and any associated documentation. The parties agree that, except as stated herein, this Agreement does not grant Customer any rights to patents, copyrights, trade secrets, trade names, trademarks and service marks (whether registered or unregistered), or any other rights, or licenses in respect to the foregoing.
  2. Service Integrity - Customer may not use any device, software or routine to interfere or attempt to interfere with the proper working of the AGILIS sites or any account on those site. Customer may not take any action which imposes an unreasonable or disproportionately large load on AGILIS’s infrastructure.
  3. Breach - AGILIS may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate Customer’s Agreement if Customer breaches this Agreement or for any other reason stated in these terms.
  4. Disclaimer of Warranties - AGILIS EXPRESSLY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. AGILIS MAKES NO WARRANTY THAT AGILIS’S SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT AGILIS’S SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES AGILIS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF AGILIS’S SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF AGILIS’S SERVICES.
  5. Privacy Statement – AGILIS is committed to honoring the privacy of its customers.

The Agilis Marketing Services requires Customers to provide contact information (i.e. name, address, etc.) that will be used to notify Customers periodically about their account. When signing up for a fee-based service, AGILIS will also require Customers to provide financial information (i.e. credit card numbers). This information will be used to solely bill the Customer for the Services.
UNDER NO CIRCUMSTANCES WILL AGILIS SELL, TRADE, EXCHANGE, OR OTHERWISE MAKE AVAILABLE, ANY PERSONALLY IDENTIFIABLE INFORMATION TO ANY THIRD PARTY, COMPANY, OR ORGANIZATION.
As a part of the Services , AGILIS will also collect information and statistics regarding the usage of the Services . This information includes but is not limited to the date and time the Services  are used, the search terms looked for, and the Internet address of the web site that is using the Services . This information will be used to analyze AGILIS’s web traffic.

If you have any questions, comments, or concerns regarding this Privacy Statement, please contact us.

  1. Limit of Liability - IN NO EVENT SHALL AGILIS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
    AGILIS’S LIABILITY TO CUSTOMER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES CUSTOMER PAID TO AGILIS IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to Customer.
  2. General Compliance with Laws - Customer shall comply with all applicable laws, statutes, ordinances and regulations regarding Customer’s use of the Services.
  3. No Agency - Customer and AGILIS are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
  4. Arbitration - Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Virginia Beach, Virginia, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either Customer or AGILIS may seek any interim or preliminary relief from a court of competent jurisdiction in Virginia Beach, Virginia necessary to protect the rights of Customer or AGILIS pending the completion of arbitration.
  5. General - This Agreement shall be governed in all respects by the laws of the State of Virginia as such laws are applied to agreements entered into and to be performed entirely within Virginia. AGILIS does not guarantee continuous, uninterrupted Services, and operation of AGILIS’s sites may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. AGILIS’s failure to act with respect to a breach by Customer or others does not waive AGILIS’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between Customer and AGILIS with respect to the subject matter hereof.
  6. CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. IF APPLICABLE, "YOU" OR "YOUR" AS REFERRED TO IN THIS AGREEMENT MEANS THE ENTITY OR COMPANY FOR WHICH THE SERVICES ARE RENDERED PURSUANT TO THIS AGREEMENT. IN SUCH EVENT, CUSTOMER WARRANTS AND REPRESENTS THAT AS THE INDIVIDUAL SIGNING ANY AGREEMENTS, CUSTOMER IS AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY.