Zoom Junction Service Terms and Conditions

The following are terms of a legal agreement between Customer (“You”) and Zoom Junction (“Zoom Junction” or “We”).

By purchasing Zoom Junction service(s) or submitting your credit card information you acknowledge that you have read, understood, and agree, to be bound by these terms and to comply with all applicable laws and regulations. Customer represents and warrants that customer is 18 years of age or older, or a business entity, that customer will provide true, accurate, current and complete information in the enrollment for the service, and that the customer has all requisite authority to bind to this agreement.

This statement covers all Zoom Junction products, services and the Zoom Junction website located at http://www.zoomjunction.com (“Site”). If you do not agree to these terms and conditions, you must not accept this agreement and may not use the Zoom Junction site or services.

1. INTRODUCTION:

The Zoom Junction Services (the “Services”) are provided by http://www.zoomjunction.com (“Zoom Junction”), to you (the “Customer”) (collectively “Parties” or “Party”) under the terms and conditions of this Service Agreement (the “Agreement”), which may be updated by Zoom Junction from time to time. Notification of changes will be made to you, the Customer, at the e-mail address provided by you upon registration within reasonable time prior to said changes occurring.

2. DEFINITIONS:

1. Zoom Junction Directory and Website (“Directory and Website”) shall refer to the website and the client business listing directory contained within the website as provided by Zoom Junction. The Directory and Website will place Customer information on a directory owned and operated by Zoom Junction. We reserve the right to decide whether, where, and how the information will appear on the Directory.

2. Services: “Products & Services” shall refer to the plans or products that the Customer has selected to purchase via Zoom Junction. We will make all reasonable efforts to fulfill the Services for the Customer.

3. Customer Website: “Customer Website” shall refer to the website owned by the Customer. Customer agrees that Zoom Junction may perform cosmetic and content modifications on the Customer Website as described under our Products & Services and dependant on the specific Package the Customer has subscribed to.

4. Enrollment Date: “Enrollment Date” shall refer to the date at which the request for services to be performed by Zoom Junction for the Customer is accompanied by initial payment has been accepted by Zoom Junction.

5. Online Business Listing: “Online Business Listing” shall refer to Zoom Junction’s online business distribution network of advertising channels, including but not limited to: Google, Bing, Yahoo and all other directories listed or not listed on the Site.

6. Selected Keywords: “Selected Keywords” shall refer to individual words or word phrases comprised of a geography and keyword relevance to the Customer’s business that Zoom Junction may select to optimize on a rotating basis. Customer agrees that Zoom Junction will make all reasonable efforts to optimize these Selected Keywords on the major search engines.

7. Targeted Keywords: “Targeted Keywords” shall refer to individual words or word phrases that are associated to the Customer’s business topic. These are selected and optimized by Zoom Junction. Customer agrees that Zoom Junction will make all reasonable efforts to optimize these Targeted Keywords on the major search engines.

8. Pay Per Click Campaigns: “PPC Campaigns” is a managed service provided by Zoom Junction that will strategize, create and manage paid advertisement campaigns about your business and distribute them across major search engines, social media sites, as well as a publisher network across the web.

9. Ads: “Ads” shall refer to one or more advertisements submitted by Zoom Junction using the PPC Campaigns; as such Ads may be modified as provided herein. Customer agrees that Zoom Junction may, at any time and for any reason, modify the Ads in order to comply with Publisher specifications or for any justifiable reason. Customer also agrees that Customer modifications to Ads and/or Ad modification requests made by Customer to Zoom Junction, once the Campaign order has been placed, may not be processed or subject to additional fees, as some Publishers may not accept changes for Ads or require additional funds once a Campaign is active.

10. Inbound Marketing Campaign: “Inbound Marketing Campaign” shall refer to the unit of advertising for which Customer has contracted with Zoom Junction to place on the Customer’s behalf. An Inbound Marketing Campaign may have a budget, an actual start and end date and shall consist of one or more ads placed at one or more publishers, each of which shall link through to the website landing page. Each Inbound Marketing Campaign shall be subject to this Agreement set herewith.

11. Campaign Initiative: “Campaign Initiative” shall refer to the unit of advertising for which Customer has contracted with Zoom Junction to place on the Customer’s behalf. A Campaign Initiative shall have no additional cost to the Customer, an actual start and end date and will be a form of advertising that may utilize non-conventional methods to deliver a message, link, promotion or coupon on behalf of the Customer across one or more publishers, third-party websites or social media sites. Each Campaign Initiative herein shall be subject to this Agreement set herewith.

12. Tracking Data: “Tracking Data” shall refer to one or more of the following:
i. E-Mail Tracking;
ii. Landing Page Tracking;
iii. Website Analytics Tracking

Customer agrees that Zoom Junction, in an effort to provide statistics to Customer, may apply certain tracking solutions. Specifically, Customer agrees that Zoom Junction has the right, but not the obligation, to do the following for each Inbound Marketing Campaign and Campaign Initiative: (i) Substitute Business’ e-mail address(es) with e-mail form(s) in order to be able to track e-mails associated with the Inbound Marketing Campaign and Campaign Initiative; (ii) Deploy click tracking code to track the pages that users may access as a result of the Inbound Marketing Campaign or Campaign Initiative; (iv) insert web analytics tracking code to be able to monitor any web-based metrics on behalf of Customer.

With regard to the Tracking E-Mail Addresses, Customer agrees and understands that Zoom Junction is not responsible for the e-mail addresses entered by Customer and which the Tracking E-Mails, respectively, will forward to.

13. Inbound Marketing Campaign Budget: “Inbound Marketing Campaign Budget” shall refer to the maximum allowable amount that the Customer, by agreeing to this Agreement, has given permission to Zoom Junction to spend for each Inbound Marketing Campaign initiated. This budget amount includes any Inbound Marketing Campaign management fees that are included in Services.

14. Billing Cycle: “Billing Cycle” shall refer to the 30 day period of Services provided by Zoom Junction and as contracted by Customer, which commences from the Enrollment Date and on each day of the month thereafter.

15. SEO: Search engine optimization (“SEO”) shall refer to the process of improving the volume or quality of traffic to a web site from search engines via “natural” or un-paid (“organic” or “algorithmic”) search results as opposed to search engine marketing (SEM) which deals with paid inclusion.

16. Client’s Competitor – “Client’s Competitor” shall refer to an individual or a company which is in the same exact niche as the client and is targeting same/identical keywords in same/near by geographic location(s).

17. Competitive Analysis – “Competitive Analysis” shall refer to the process of identifying and analyzing the client’s competitors, within their relevant market, in order to ascertain how online strategies, initiatives or campaigns are being utilized. The purpose of “competitive analysis” is to gather data for market research purposes and as part of a comprehensive online marketing strategy.

18. Turnkey Website – “Turnkey Website” shall refer to a website valued at two thousand dollars ($2000) and developed for the Client by Zoom Junction, which follows a pre-determined format and includes a variety of plugins, add-ons and features. Each “turnkey website” shall be customized within its described technical scope to suit the needs of Client, with a time budget of ten (10) creative hours per year being used for development, upgrades, changes and content modification as requested by Client both during and after the development and launch process. Zoom Junction reserves the right to alter, with notice, the included plug-ins, add-ons and features of the “turnkey website” at its discretion at any time. Details on all included features of a “turnkey website” can be found at http://zoomjunction.com/how-it-works/website/.

3. CONTENT PUBLISHING:

Zoom Junction will use reasonable efforts to create and/or optimize existing truthful, positive, or neutral online content (“Website Content”), with the specific aim of promoting the Website Content on internet search engine results above the content Customer has identified as the unwelcome content (the “Unwelcome Content”). Customer hereby authorizes Zoom Junction to (a) create original content (including content that represents Customer or Customer’s designee), (b) use the content, trademarks, logos, photos, videos, advertisements, information, and other materials provided or identified by Customer (the “Customer Materials”) to create and publish Online content, including content that represents on any websites we deems fit for the purposes of providing the Services. In addition, Customer hereby grants Zoom Junction and our authorized personnel a worldwide, royalty-free, fully-paid, non-exclusive, transferable (in connection with an assignment of the Agreement), sub licensable (as necessary to perform the Services) license to use, reproduce, publicly perform, publicly display, publish, distribute, create derivative works of, and otherwise exploit any Customer Materials as Zoom Junction deem appropriate to perform the Services.
Customer agrees to respond in a timely manner to our requests to review and approve information generated for Customer and acknowledge that Zoom Junction may make unilateral content publishing decisions on Customer’s behalf should Customer fail to meet the applicable response deadlines. Customer acknowledges and agrees that Zoom Junction will own, subject to any Customer Materials therein, all right, title and interest in and to any materials, content, or other works of authorship created by us or on our behalf and used in connection with the Services. Zoom Junction acknowledges and agrees that Customer will own all right, title, and interest in and to any Customer Materials (c) optimization techniques, (d) procure domain names containing Customer’s name, the name of Customer’s designee, or names similar to Customer’s name or Customer’s designee at an additional cost to be decided and agreed upon on a case by case basis, and (e) use a combination of these techniques, to promote Website Content above Unwelcome Content on Internet search engine results. Zoom Junction will procure any domain names or similar registrations that are required to be procured in connection with the services; we will direct the domain names to a location identified by Zoom Junction.

4. TERMS, PAYMENTS, & MODIFICATIONS:

The terms will be renewed automatically unless Customer cancels, in which case Services will run until the end of the Billing Cycle during which the Customer cancels the services in. The term of this agreement shall commence and become effective as of the enrollment/agreement date.

5. PAYMENT:

Customer shall be provided with an invoice on a third-party payment processor website to complete payment at the Enrollment Date, and therein after will be provided with an invoice seven (7) days prior to the end of the Billing Cycle, with an additional seven (7) day grace period during which to complete the payment. Zoom Junction reserves the right to collect and send to collection agencies any outstanding balance due 30 days after the payment due date. All service fees are subject to applicable taxes in Canada.

6. REFUND POLICY:

All sales shall be final. No refunds shall be given by Zoom Junction or any other party, for any amounts paid for services, including, without limitation, any service charges or fees. Further, the Customer acknowledges and accepts the risk that Zoom Junction, may not succeed in finding all Internet content about the Customer. The Customer also acknowledges and accepts the risk that Zoom Junction may not succeed in effecting the removal and/or alteration of any Internet content about the Customer. Further, the Customer hereby acknowledges and understands that he or she foregoes the right to dispute credit card charges incurred with the Company on the grounds that the Company has failed to deliver satisfactory services.

7. CANCELLATION:

The Zoom Junction service fee is valid from the period starting on the Enrollment Date and continues for one month on a MONTHLY RECURRING BASIS commitment period. If Customer wishes to terminate service at any time, Customer must cancel by directing all cancellation requests to Zoom Junction via email to subscription@zoomjunction.com or via mail to Zoom Junction at 163 Sterling Rd. Unit 189, Toronto, ON, M6P 0A1, ATTN: Subscriptions Department. Customer agrees that any charges incurred prior to cancellation are valid, and that Service will continue until the end of the time period as established by the Billing Cycle (that is to say one month from the last charges made). Upon cancellation and completion of Service, Zoom Junction will remove the company profile from its website directory, relinquish control of any administrative or login credentials to e-mails and third-party websites as provided by Customer for the execution of Services, and depending on Service level commitment, cease hosting and maintenance of Customer website unless stipulated in a new agreement to be provided to Customer within reasonable time of cancellation of Services.

8. TERMINATION:

Zoom Junction may at any time and at its sole discretion terminate service to any Customer for any reason.

9. NO GUARANTEED PLACEMENTS:

Customers to Zoom Junction products and services understand that Zoom Junction makes no guarantees about placements or positioning with the third party directories to whom Zoom Junction provides data. Zoom Junction makes every effort to ensure these directories use the data in accordance with our policies and that they publish any changes that are made by Customers. However, Zoom Junction cannot guarantee this nor any timeframe associated with posting or with making corrections or deletions. Zoom Junction will respond to questions or concerns via mail or email.

11. OWNERSHIP OF NON-CUSTOMER PROPERTY:

Title and full ownership rights in and to the advertising services, together with any and all ideas, concepts, computer programs, and other technology supporting or otherwise relating to Zoom Junction’s operation of the Zoom Junction network and website(s) (collectively, the “Zoom Junction Materials”), shall remain at all times sole property of Zoom Junction. Customer acknowledges that it has not acquired any ownership interest in the Zoom Junction materials and will not acquire any ownership interest in the Zoom Junction materials by reason of this Agreement.

12. CUSTOMER REPRESENTATIONS AND WARRANTIES:

Customer represents and warrants to Zoom Junction that for the term of this Agreement: this Agreement constitutes a valid, binding, and enforceable agreement in accordance with its terms; information or data that Customer (including its agents or representatives) has provided or will provide for Advertising Services is and will be both accurate and complete to the best of Customer’s knowledge; Customer is the authorized owner or representative of the business for which Advertising Services will be performed; and, Customer’s website will not violate any applicable law or regulation; does not infringe in any manner any third party rights, including, without limitation copyright, patent, trademark, trade secret, or other intellectual property right or right of privacy or publicity; is not false or misleading; has not and will not result in any consumer fraud, product liability, breach of contract, injury, damage, or harm of any kind to any person or entity; is not defamatory, libelous, slanderous, or threatening; is free of viruses; does not contain, promote, or offer any form of spyware, adware, or other advertising or information collection software; and/or does not contain, link to or promote any of the following: violence, hate crimes (whether racial or otherwise), illegal activities, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

13. CUSTOMER COVENANTS:

Customer further agrees to perform as follows: Customer will not hold Zoom Junction or its affiliates or agents liable or responsible for the activities of visitors who come to Customer’s website(s) through Advertising Services. Customer agrees that it is solely responsible for any and all content or other materials that Zoom Junction places on a site on customer’s behalf. If Customer sells or promotes adult materials, alcohol, tobacco products, or other age restricted products and/ or services, Customer will: (i) have age verification on its site’s home page and in the sales process in compliance with all applicable laws and regulations; and (ii) shall not offer such products and/or services in jurisdictions in which they are prohibited or are in any way restricted.

14. SITE STRUCTURE AND TARGETING:

Customer acknowledges and agrees that the standard site built by Zoom Junction for Customer under its website development Service will follow a pre-determined format. The site will contain up to fifteen (15) pages total, each containing distinct and unique content, as well as a maximum of twenty-five (25) pictures to be used throughout the site, not including logo provided either by Customer or Zoom Junction at an additional cost, and any images used within a photo gallery add-on provided under the Service. Customer guarantees the pictures provided to Zoom Junction in the development of the standard site are free from any third-party copyrights, and Customer has all necessary rights to use them in any manner, including to modify, alter or change the pictures in any way. If Customer requests any changes, revisions, deletions, or additions to the standard site structure outside of the ten (10) hours of creative services per year as provided under the Service, Customer agrees to pay an additional design fee of $50 per hour.

15. DOMAINS AND ACCOUNTS:

In reference to your services you also authorize Zoom Junction to act on your behalf in creating accounts on other websites in your name, or in the name of the Named Party, as we see beneficial to provide those Services. Use of accounts generated on third-party websites will be governed by the terms of use and privacy policies of such websites. If acquirement of domain names is required in the Services you order, you will acquire any domain names or similar registrations; or Zoom Junction may acquire any domain names or similar registrations with your consent and at an additional cost to be agreed upon on a case by case basis, and will direct the domain names to a location identified by us.

16. COMPLIANCE:

The Services, Website Content, other technology Zoom Junction may make available, and derivatives thereof may be subject to laws and regulations of Canada and other jurisdictions.

17. REPORTING AND REVISIONS:

Zoom Junction will provide a monthly PDF analytics report, to be delivered to the primary email addressed as prescribed during the subscription period.

18. COMMUNICATION:

In efforts to consistently improve our services, Zoom Junction always wants to hear from our customers. Whether comments, suggestions, praise, complaints, or any other communication, Zoom Junction is listening. You grant Zoom Junction a perpetual, irrevocable, worldwide, royalty-free right and license to use, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, publicly perform, and publicly display (in whole or in part) your communication in any form, your name, and any related copyrights, moral rights, or other intellectual property rights.

19. CUSTOMER INDEMNIFICATION OBLIGATIONS:

Customer agrees to indemnify, defend, and hold harmless Zoom Junction, its distribution partners, its licensors and licensees, and affiliated companies, and any of their officers, directors, employees, representatives and agents, from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Advertising Services performed on behalf of Customer, Customer’s website(s) or contents therein, Customer’s conduct, acts or omissions, or any alleged or proven breach by Customer of any term, condition, agreement, representation, or warranty herein, excluding any Claim that arises solely from the acts or omissions of Zoom Junction or its agents or employees. Zoom Junction will notify Customer of any claim, action, or demand for which indemnity is required in the reasonable opinion of Zoom Junction and will cooperate reasonably with Customer at Customer’s expense. At the election of Zoom Junction, Customer shall advance to Zoom Junction amounts in satisfaction of such Claim, which Zoom Junction may hold in escrow pending resolution of such Claim. The law firm Customer chooses to defend Zoom Junction must be experienced in defending similar claims and will be subject to Zoom Junction’s approval, which will not be unreasonably withheld. Customer may not settle any lawsuit or matter relating to the culpability or liability of Zoom Junction without the prior written consent of Zoom Junction. Zoom Junction will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, Zoom Junction shall have the right to set off any liability of Customer to Zoom Junction with respect to a Claim against any amounts held on deposit with Zoom Junction by Customer.

20. ASSIGNMENT:

Neither party shall have the right to assign this Agreement to another party except that Zoom Junction may assign its rights and obligations to a successor to substantiate all its relevant assets or business.

21. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER:

Customer acknowledges and agrees that it will not hold Zoom Junction or any third-party suppliers liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service or other unavailability of the Internet or website(s) in which the advertisements are published for whatever reason. Zoom Junction makes no representations or warranties relating to the results of Zoom Junction Services, including without limitation, the number of impressions or click-through and any promotional effect or return on investment thereof. As Zoom Junction relies on third parties for certain data, Zoom Junction makes no guarantees regarding the accuracy, reliability, or completeness of any usage statistics. In no event shall Zoom Junction be responsible for any consequential, special, lost profits, or other damages arising under this Agreement. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action, fire, flood, earthquake, power failure, riot, explosion, labor, or material shortage, carrier interruption of any kind or work slowdown.

22. FORCE MAJEURE:

Neither Customer nor Zoom Junction will be in breach of its obligations under this Agreement (other than obligations to pay monies due) in the event that, for cause or causes beyond its reasonable control, such party is unable to perform, in whole or in part, any one or more of its obligations under this agreement. Such causes will include, but not limited to, labor disputes, governmental regulations or controls, fire or other casualty, inability to obtain materials or services, technical failure or difficulties, problems or interruptions with the Internet, computer viruses, snow storms, hurricanes or other acts of God, insurrection, or any other cause not within the reasonable control of Zoom Junction or Customer.

23. ENTIRE AGREEMENT:

This Agreement between Zoom Junction and Customer supersedes any other oral or written agreements regarding the advertising services specified in this agreement. Neither Customer nor any agent of Zoom Junction may amend these terms and conditions or add any provision to or delete any provision from this Application or any addendum, and any such amendments, additions or deletions are void. No oral or written representation made by any person that purports to modify this agreement is binding on http://www.zoomjunction.com. Moreover, Customer confirms that Customer has not relied upon any such representation in entering into this Agreement.

24. ARBITRATION CLAUSE:

In the event that any of the provisions of this Agreement are held to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect. Any enforcement related to this contract shall be venue in Toronto, Ontario, Canada.

25. GOVERNING LAW:

Customer and Zoom Junction agree that this agreement and all disputes relating to this agreement will be governed by and interpreted according to the laws of Ontario, Canada.

26. AUTHORITY:

The person submitting credit card information or subscribing to serve hereby certifies that he or she is either Customer, or that he or she has been lawfully authorized to submit Agreement and authorize the placement of advertising on behalf of Customer.