Welcome to the Spokes Digital Terms and Condition Agreement. The terms “the Company,” “we,” “us,” and “our” refer to our Company. “You” or “your” refer to your Company.
By accessing our website(spokesdigital.in), you are agreeing to be bound by the following Spokes Digital Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this website. The materials contained in this web site are protected by applicable copyright and trade mark law.
A) Paid Service Terms
1) Every advertiser and advertising agency (“you”) who submits an order for advertising on a website or in an email operated by us, agrees to these terms and conditions. Your order and these Terms and Conditions form the basis of a contract between you and us for the provision of the advertising ordered by you.
2) We will, subject to availability, technical limitations and these Terms and Conditions, use our reasonable endeavours to publish your advertisement in the format submitted by you and in accordance with your other instructions. The positioning or placement of your advertisement will be at our discretion unless we expressly agree otherwise in writing.
3) We may refuse to publish any advertisement without giving any reason. No contract is formed between you and us until we accept your advertisement for publication and issue you with a valid tax invoice. If we do refuse to publish your advertisement, no fee will be charged to you. Even if a contract has been formed between you and us, we reserve the right to refuse or withdraw your advertisement from publication at any time, without giving reasons, even if we have previously published the same or similar advertisement. We may, at our absolute discretion and at no extra cost to you, re-publish your advertisement in any other place. You acknowledge that we are entitled to publish your advertisement anywhere in the world via any medium. We may, without prior consultation or notice to you, amend your advertisement in any way whatsoever, if we believe that the publication of your advertisement would be offensive, in breach of any law, in breach of any pre-existing agreement we have with a third party or in breach of a third partyís rights. If we amend your advertisement, this will not reduce the price agreed for publication of the advertisement. We reserve the right to vary the placement or positioning of your advertisement and to change the format of your advertisement where we deem fit to do so. We will endeavour to notify you of those changes, but we will not be liable for any costs, expenses, losses or damages suffered or incurred by you arising from our failure to publish your advertisement in accordance with your request. We may head any advertisement as “Advertisement” whenever required to do so by law or whenever we consider it appropriate, for any reason, to distinguish it from other types of content.
4) The rate for your advertisement will be as agreed by us and specified in the ëAdvertising Agreement ñ Onlineí. If we have quoted a rate to publish a specific quantity of advertising over a specific period and a lesser quantity is submitted for publication within that period, then what is published within that period shall be costed at whatever rate is necessary to generate the expenditure which would have been incurred had the full agreed volume been published. You must pay us for the advertising services in accordance with the terms of your order. If no due date for payment is specified in your order, you must pay us within 30 days of the date of the invoice. We will invoice you monthly in advance. All rates and charges quoted are, unless expressly stated otherwise, exclusive of GST. We will issue you with a valid tax invoice and you must pay us any applicable GST in addition to the rates and charges quoted to you. Standard creative must be received at least 3 working days prior to the campaign starting date and rich media creative must be received at least 5 working days prior to the campaign starting date. If creative is received by us after the relevant date and causes your campaign to be delayed, the publication of the advertisement will be considered to have commenced on the commencement date specified in the order. It is your responsibility to arrange and manage re-directs with third party ad servers and provide such third party with the creative and lead time requirements. We will not compensate you where campaigns are affected or delayed in any way by third party ad-server redirect problems. We may, in our absolute discretion, remove any redirects from our network which are delayed in serving advertisements. All click-through URLís must enable the browserís ëbackí feature to allow users to return to our website. If you submit advertising material to us electronically, the material must comply with our specifications. We can reject the advertising material if it is not submitted in accordance with such specifications.
5) You must promptly check any proof of advertising, if we have arranged to provide you with any and notify us of any errors in the proofs or in any advertisement that we publish for you. We do not accept any responsibility for errors in advertising material that has been submitted electronically by you.
6) If you fail to pay for the advertising services in accordance with your order and these Terms and Conditions, or if you commit an act of bankruptcy, become insolvent, have a receiver or administrator or liquidator or manager appointed over any of your assets or if you resolve to wind up your company, then we may (at our absolute discretion cancel any current advertising campaign and terminate any agreement for advertising that is yet to be published and take proceedings against you to recover any overdue amount including costs in relation to any action taken against you by us.
7) By submitting advertising material to us or authorising or approving the publication of advertising material by us on your behalf, you warrant that the advertising material complies with all relevant laws and regulations and that its publication will not give rise to any claims or liabilities against us, our partners, our directors, employees or agents.
8) We make no representation or warranty in relation to the number of visitors to our websites or the number of impressions at any site except for any made expressly in writing by us. Except for any warranty or representation made expressly in writing by us, you acknowledge that you have not relied on any advice given or representation made by us or on our behalf in connection with the advertising.
9) We have no liability to you and you indemnify us in relation to any failure of telecommunications services or systems which affect our receipt of your advertisement or the publication of your advertisement.
10) We exclude all implied conditions and warranties from these Terms and Conditions, except any condition or warranty (such as those implied by the Trade Practices Act) which cannot be excluded (ìnon-excluded conditionsî). We limit our liability for: breach of any non-excluded condition (to the extent that liability for such breach can be limited); and any other error or omission in publishing caused by us; to (at our option) re-supply of the advertising services affected by our breach or payment of the cost of re-supply. Subject to the above, we exclude all other liability to you for any costs, expenses, losses and damages suffered or incurred by you in connection with these Terms and Conditions and any advertisement published by us, whether that liability arises in contract, tort (including by our negligence) or under statute. Without limitation, we will not, in any circumstance, be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity.
11) We may change these Terms and Conditions at any time without notice to you. Those changes will apply to the provision of advertising services after the date the change becomes effective. You and we will be bound by the Terms and Conditions that are current as at the date of your order.
12) These Terms and Conditions, together with your Advertising Agreement, represent the entire agreement between you and us in relation to the advertising services and cannot be varied except by agreement in writing signed by one of our authorised officers. No purchase order or document issued by you will vary these Terms and Conditions. We will not be liable for any delay or failure to publish your advertisement that is caused by a factor outside of our reasonable control (including but not limited to any act of God, war, breakdown of plant, industrial dispute, electricity failure, governmental or legal restraint). We may serve a notice or any court document on you by forwarding them by prepaid post or facsimile to your last known address.
B) Local SEO Terms
1)The Company will provide you with Local SEO services. We will target specific keywords to improve the search engine ranking of your Google My Business profile and your website. Our goal is to increase the amount of visits from prospects and drive traffic to your Google My Business profile and website organically.
You agree to:
- Invite our user as a “Manager” or “Owner” role on your existing Google My Business page (if applicable)
- Give us permission to make changes to your Google My Business profile and website to optimize your campaign
- Let us track your website analytics including traffic, heatmaps, and visitor recordings of clicks, taps, and mouse movements to analyze behavior on your website
- Give us permission to use your business logo, trademarks, images, content including your website and printed materials
- Respond to our communication including keeping your scheduled calls/appointments with your project manager, and providing any assets/information that are needed for your campaign
- Commit to asking your customers for reviews and sending photos regularly since they are a key ingredient to your campaign
You understand that:
- Local SEO is not like Google Ads. With Google Ads, you will be ranked on the first page instantly and you pay Google for each click. With Local SEO, it takes time to rank well on Google. You will not be on the first page of Google within a couple of months. It’s a process, but the time and effort spent is well worth the effort. In time, you will begin to see results.
- If you do not have a Google My Business profile, Google, in most cases, requires a postcard to be sent to your business address for verification. This must be the same address listed on your business license. Google does not accept PO boxes or virtual offices. This process on average will take 5 to 12 business days. However, it can take longer and issues can arise. If there is a delay or an issue, our verification department will work with Google to resolve it. You need to be responsive to our requests so that we can get you verified.
- The total fee for Local SEO services shall be agreed upon at the time of sale. The service shall be provided for an established monthly rate, 6 month rate, or 12 month rate.
- The Company has no control over the policies of Google or other directories online. Changes in policies can lead to your business being excluded from these websites at any time.
- Google has been known to hinder the rankings of new websites until they have proven their viability to exist for an undisclosed amount of time. This is referred to as the “Google Sandbox”. The Company assumes no liability for ranking, traffic, and indexing issues related to Google Sandbox penalties.
- Occasionally, Google will drop listings for no apparent or predictable reason. If this happens, we will contact Google to try and resolve the issue.
- You or a third party will not make any changes to your Google My Business profile or your website without consulting with us. Changes can have a significant impact on your Google ranking.
- If you plan to change your business name, address, or phone number you need to notify us well in advance. We will need to update this information on your Google My Business profile, website, and other directories online. If you do not notify us of a change, this information can have a significant impact on your Google ranking.
- The content you provide to us (text, images, documents, or other files) are either owned by you or you have received permission to use them. We are not liable for any legal action that is taken against you for the use of such elements.
C) Copyrights And Trademarks
The Service is the personal property of the Company. Spokes Digital retains the right to bar any individual or entity from the Service. Accessing the Service after being barred shall constitute an act of trespass. The Service and all materials published therein, including but not limited to articles, graphical images, interactive applications, audio clips, and video clips and PDF files (collectively, the “Content”), are protected by copyright and are owned by www.spokesdigital.in or its licensors. You may not modify the Content or re-publish, re-transmit, or otherwise distribute directly or via links any Content to any third person except for your personal, non-commercial use, as permitted by the license granted above. It is understood that some of the content appearing on the site is news and as such releases are not obtained from individuals or entities for the use of the name, likeness, or trademarks. It is your sole obligation to a) determine if your uses require releases or permission, and b) to obtain the necessary releases.
D) Links To Other Websites
Our Service may contain links to third party web sites or services that are not owned or controlled by Spokes Digital.
The Company has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
You agree to defend, indemnify and hold harmless Spokes Digital and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of
a) your use and access of the Service, or
b) a breach of these Terms.
F) Limitation Of Liability
In no event shall Spokes Digital, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from
(i) your access to or use of or inability to access or use the Service;
(ii) any conduct or content of any third party on the Service;
(iii) any content obtained from the Service; and
(iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Spokes Digital, its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; or c) the results of using the Service will meet your requirements.
H) Intellectual Property Infringement Claims
It is the policy of Spokes Digital to respond expeditiously to claims of intellectual property infringement. Spokes Digital will promptly process and investigate notices of alleged infringement and will take appropriate actions under the relevant Act and other applicable intellectual property laws, up to and including blocking or removing the offending content. Spokes Digital will terminate access for subscribers and account holders who are repeat infringers.
Please direct any notices of claimed copyright infringement to firstname.lastname@example.org or the person or entity at the addresses and telephone number below: