Deluxe - Search Marketing / Search Optimization / Lead Capture

Please read these Terms of Service (“TOS”) carefully as they govern your access and use of this website (“Site”) and the services provided herein (“Service” or “Services”). “Deluxe”, “we”, “us”, “our“ or “ours” refers to Deluxe Small Business Sales, Inc. “Customer”, “you”, “your” or “yours” refers to the customer accessing this Site and purchasing and using the Services together with any company or other business entity you are representing, if any. By clicking the “I accept” checkbox displayed on the form used to select and order the Services (“Order Form”) you agree to be bound by the terms contained in the Order Form, these TOS together with any posted policies, guidelines and rules applicable the Services, Deluxe’s Privacy Policy incorporated herein by reference and to any modifications or updates to the same that may be incorporated from time to time (“Agreement”).

Deluxe reserves the right to make changes to the Services and this Agreement at any time without prior notice. You should review these TOS each time you access this Site to keep apprised of these changes. If you do not agree to the changes implemented by Deluxe your sole and exclusive remedy is to cancel your Services subscription. Unless explicitly statedotherwise, any new features or products that change, augment or enhance Deluxe’s Service offerings will be subject to this Agreement.

Deluxe provides you with the ability to establish online advertising campaigns for purposes of marketing the your business website (“Your Site”) through various online methods including with major search engines (each a “Publisher”), pay for those campaigns, and access reports detailing the activity for those campaigns through using its proprietary software (“Platform”).

The Customer is responsible for obtaining access to the Service which may involve paying third-party fees such as Publisher, Internet service provider and/or airtime charges. Customers must provide the equipment, i.e. hardware and software, necessary to access and use the Services.

The Services are offered under various product names as identified in the Order Form. The Order Form details the duration of the advertising campaign selected, e.g. by number of clicks or by duration of time, the product pricing and payment information and the classification of Customer's business.

Due to seasonality, duration of the contract, economic business conditions, consumer sentiment and other factors beyond our control, the results of your advertising campaigns may vary. And, although Deluxe cannot guarantee specific results, we proactively seek to provide high quality online marketing Services that maximize our Customer’s return on advertising spending. Even if you have engaged Deluxe to provide a website design and creation services for you, you are ultimately responsible for reviewing and approving the quality and accuracy of Your Site and its landing pages and any redirect websites that link to your advertisements.

Deluxe reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof). We will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, except as otherwise expressly provided in this Agreement.

The Services may contain products, services, content, information and links to and from third party providers (such as advertisers and affiliates) and their websites ("Third Party Information"). You may be subject to additional and/or different terms, conditions, and privacy policies when using or accessing Third Party Information. Deluxe is not responsible for, disclaims all liability for and makes no representations or warranties for Third Party Information. Deluxe has no obligation to pre-screen Third Party Information but reserves the right to do so.

You agree to pay Deluxe the rates set forth in the Order Form for the applicable Service, as set forth therein. Acceptable methods of payment are credit card, or automated bank account withdrawal via Automated Clearing House (ACH). The activation fees for new Publisher Accounts are separate from our Services fees.

You hereby authorize Deluxe to charge your valid and current credit card or bank account using the information supplied in the Order Form in advance for all applicable fees incurred by you in connection with your Customer Account.

Your Customer Account will automatically renew at the end of each applicable subscription period unless your Customer Account is terminated in advance of the end of the then-current subscription period. As long as your Customer Account is still current and active, all annual, monthly or other periodic subscription fees associated you’re your Customer Account will be billed automatically using the payment method designated in the Order Form. You are considered an active subscriber as long as you have an outstanding balance with us. There will be absolutely no cancellation of your subscription until your outstanding balance is paid.

Deluxe reserves the right to change any Service fees at any time with reasonable notice to you. If you find any pricing change unacceptable, you may cancel your Service subscription(s) and terminate your Customer Account however Deluxe will not be obligated to refund any remaining portion of your pre-paid fees.

Amounts due and owing that are not paid when due shall bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) until paid in full. Customer will be responsible for all reasonable expenses (including collection and reasonable attorneys' fees) incurred by us in collecting such amounts. All payments due hereunder are in U.S. dollars and are exclusive of any sales, use or similar applicable taxes. You also acknowledge and agree that you will be billed for and will pay any outstanding balances if your Customer Account is terminated due to your breach of this Agreement. You must notify us of any billing problems or discrepancies within fifteen (15) days after they first appear on your credit card or bank account statement otherwise you waive any right to dispute any such discrepancy.

You are responsible for making payments to third party advertisers for your Publisher Accounts to satisfy all charges incurred as a result of your use of the Services pursuant to any applicable terms and conditions that may exist between you and the applicable party. You acknowledge that Deluxe is in no way responsible for any third party advertisers or Publisher Account charges incurred under your Customer Account and you agree to indemnify and hold Deluxe harmless from all such charges.

Upon completing the Order Form and registration process you will receive a user ID, password and account designation (“Customer Account”). You agree to provide and maintain accurate, current and complete Customer Account information about you, and any entity on whose behalf you will access the Services.

You are responsible for maintaining the confidentiality of your Customer Account and are responsible for all activities that occur under your Customer Account. You will immediately notify us of any unauthorized use of your Customer Account or any other breach of security, and ensure that you exit from your Customer Account at the end of each session. You will cooperate with Deluxe with respect to investigations by us of any suspected or alleged violation of this Agreement, and any action undertaken by us to enforce this Agreement. Deluxe may suspend or terminate your Customer Account upon notice to you in the event that we reasonably determine that your account has been involved in a violation of this Agreement. You will be liable for the losses incurred by Deluxe or others due to any unauthorized use of your Customer Account. Deluxe will not be liable for any loss or damage arising from your failure to comply with this section.

You hereby acknowledges that Deluxe may, from time to time, in its sole discretion, establish general practices and limits concerning the use of the Services, which may include limitations on the time limit we retain Customer Account and Content, maximum limits on storage space or other such limits. You agree that Deluxe has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service including any Customer Account data.

You agree that Deluxe or third party advertising providers with whom Deluxe has a relationship may, but have no duty to, monitor any Customer Account activity for the purpose of ensuring quality, improving the Services, and compliance with this Agreement.

Once your Customer Account becomes billable and active with us, you must then submit your Customer Account details to the Publisher for activation (“Publisher Account” or “Publisher Accounts”). You must make sure that your Publisher Account has been activated. We are not responsible for the destruction, loss or ignorance by you of any correspondence coming from us that details the processes for activation of your account. Customers are responsible for payments relating to the maintenance of their Publisher Accounts. We can not be held responsible for any Publisher Accounts left dormant.

Services that use Publisher Accounts are subject to the terms and conditions of the applicable Publishers. You represent and warrant that you have reviewed and agree the Publisher’s terms of use and that you are solely responsible for complying with them. The links below are provided

Your correspondence or business dealings with, or participation in promotions of, advertisers or Publishers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or Publisher. We do not sponsor or endorse any particular advertiser or advertised product or service.

Accordingly, you agree that we will not be responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such advertisers or Publishers via the Service including but not limited to the refusal of a Publisher to accept your chosen search terms, keywords, advertisements or the refusal to allow us to access your Publisher Account. You hereby waive any legal or equitable rights or remedies you may have against Deluxe with respect to acts and omissions by Publishers, your Content and Customer Account data transmitted though the Service.

Deluxe’s advertising Services contain reporting and tracking capabilities that are designed to allow you to manage certain advertising campaigns through your Deluxe Customer Account and your Publisher Accounts. You agree to allow Deluxe to automatically retrieve data from and transmit data and instructions to any and all Publisher Accounts you establish under your Customer Account. You represent and warrant that you have the permission, authority and rights to allow us to automatically access your Publisher Accounts and agree that Deluxe is not responsible for any liability associated with accessing and retrieving data from your Publisher Account on your behalf.

In connection with your use of the Services you will provide Deluxe with advertising “Content”, e.g. text, images, photographs, graphics, sound, video and other information for inclusion in your advertising campaigns.

You grant Deluxe a worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content for use with the Services solely for the purposes of providing and promoting the specific ad to which such Content was submitted. This license exists only for as long as you elect to continue to include such Content in the Services and will terminate at the time you or we remove the Content from the Service.

Although we are not obligated to pre-screen Content, we reserves the right to do so or to refuse or move any Content that is available via the Service that, in our sole discretion, violates this Agreement or is otherwise objectionable. You bear all risks associated with our use of Content including any reliance on the accuracy, completeness, or usefulness of the same. You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You agree to indemnify and hold Deluxe and its subsidiaries and affiliates and its and their officers, directors, employees, partners and agents, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.

You acknowledge and agree that Deluxe may collect and use non-personal information concerning the use, contents, performance or management of any advertising campaign conducted through a Customer Account. As part of providing the Services, Deluxe may aggregate reports comprised of such data. By using our Services, you hereby grant to Deluxe a worldwide, irrevocable, non-exclusive, transferable and sublicensable, fully paid-up, and royalty-free license to use, display, reproduce, distribute and analyze your Customer Account data within the Deluxe Services for the purposes of providing and improving upon the features and functionality of the Services. This license does not grant Deluxe the right to use personal or non-public Customer Account data for any other commercial purpose without your prior written consent.

The Service and all software used in connection with the provision of the Service (the "Platform") is owned by Deluxe and/or its licensors and contain proprietary and confidential information of Deluxe and/or its licensors that is protected by applicable copyright, trade secrets, trademarks, and other intellectual property and other laws. Provided you comply with these TOS, we hereby appoint you as an "Authorized User" of the Service, and grant you a personal, non-transferable, non-exclusive, non-sublicensable, revocable, limited license to use the Platform on a single computer for the sole purpose as provided herein.

No reproduction, distribution, or transmission of the proprietary materials contained on the Platform is permitted without the express written consent of Deluxe. Copying or otherwise reproducing, the Platform, in whole or in part, to any other server or location for further reproduction or redistribution is expressly prohibited. You may not (nor allow any third party to) copy, modify, create a derivative work of, distribute, decompile, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in such Software. You agree not to access the Service by any means other than through the interface that is provided by Company for use in accessing the Service. You further agree not to sublicense or charge others to use or access the Platform or to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

You will not attempt to interfere with or disrupt the Service or allow access to or use of the Service by anyone other than Authorized Users. You may not access the Service if you are a direct competitor of Deluxe or for purposes of benchmarking, analyzing, or comparing the Service to others not owned by Deluxe or for any other competitive purpose. Deluxe reserves the right in its sole discretion to determine the foregoing and to deny, refuse or eliminate the Services.

If you are accepting this license on behalf of a corporate entity, you may only designate users within the same legal entity who agree to be bound by these TOS. Only one Authorized User may access the Service at a time.

You shall abide by all applicable state and local laws and regulations in connection with your use of the Services.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by Deluxe and/or third party content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

If, in our sole discretion, we reasonably conclude that you are or may be in breach of any of the above, we reserve the right to immediately terminate your Customer Account and your access to and use of the Services.

The term of Customer's advertising campaign, and the duration of the Services and of this TOS will begin on the date of execution of the Order Form and shall continue until the conclusion of the advertising campaign term as stated therein (the “Term”).

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within ten days following written notice specifying the breach.

Under certain circumstances and without prior notice, Deluxe may immediately terminate your Customer Account, any associated email address, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services.

Termination of your Customer Account includes (a) removal of access to all offerings within the Service, (b) deletion of your password and all related information, files and content associated with or inside your Customer Account (or any part thereof), and (c) barring of further use of the Service. Customer agrees that all terminations for cause shall be made in Deluxe’s sole discretion and that Deluxe shall not be liable to you or any third party for any termination of your Customer Account, any associated email address, or access to the Service.

In the event of suspension, expiration or termination, your Customer Account and your access and right to use the Service shall immediately cease and the license granted to you hereunder shall terminate. All fees shall become immediately due and payable. You shall immediately return to Deluxe and make no further use of any Confidential Information or other information belonging to Deluxe. Deluxe may destroy or otherwise dispose of any Customer data or Content in its possession.

Customer must follow the How to Cancel your Service Subscription instructions below in order for any Service cancellation to be effective.

Customer has the limited right to cancel its Customer Account Service subscription at any time during an Advertising Campaign Term, subject to the terms of this Section, and provided that (i) for all Services, Customer commits to purchase on a nonrefundable basis a minimum of three (3) months of Service, (ii) the completion of Customer's most recent pre-paid monthly Service fee shall not be refundable, and (iii) for any cancellation, Customer must provide Deluxe with at least two (2) weeks notice prior to the processing of the following month's payment.

Payments made with respect to Customer Account creation and setup and ad purchases with Publishers that are already scheduled and committed as of the date we receive notice of termination are nonrefundable.

Upon cancellation of an advertising campaign prior to the expiration of the applicable Term, Deluxe will allocate Customer's applicable budget for that Service over the course of the advertising campaign Term. In the event that a portion of Customer's budget has not been used as of such date, the pro-rata portion will be refunded to Customer within 30 days after the end of the advertising campaign Term.

How to Cancel your Service Subscription

In order to cancel a Service subscription, the following steps must be taken. You must seek our assistance if the canceling procedure fails or the standard rates will continue to apply and your Customer Account and Service subscription will remain active. No refund is available for failed cancellation subscriptions. Deluxe will not be liable for transactions taking place with Publishers as a result of failed efforts to unsubscribe.

To cancel your account, send email to: contactus@merchengines.com enter CANCEL MY ACCOUNT into the subject line
Enter your name, company name, URL and any other relevant information along with your notice to cancel
Provide a reason for cancellation

For assistance contact us at 1-866-909-5323 or send an email to contactus@merchengines.com.

Customer understands and agrees that cancellation of its Customer Account is its sole right and remedy with respect to any dispute with Deluxe. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Agreement or Deluxe’s enforcement or application of any such term; (2) any policy or practice of Deluxe or Deluxe’s enforcement or application of these policies; (3) any content available through the Service or any change in content provided through the Service; (4) Customer’s ability to access or use the Service; or (5) the amount or type of fees, surcharges, applicable taxes, billing methods or change to the fees, applicable taxes, surcharges or billing methods, if any.

Deluxe will provide you with phone support at no additional charge for technical questions and issues relating to your use of the Services. You may contact Deluxe support servicies by dialing 1-866-909-5323, Monday through Friday from 7:00am-10:00pm (Eastern time).

The Services are provided by Deluxe on an “AS IS” and “AS AVAILABLE” basis. Therefore you understand that your use of the Services is at your sole risk. To the fullest extent permissible pursuant to applicable law, Deluxe and it subsidiaries and affiliates and its and their officers, directors, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Deluxe and its subsidiaries and affiliates and its and their officers, directors, employees, agents, partners and licensors do not warrant or make any representation regarding the use or the results of the use of the Services in terms of effectiveness, accuracy or reliability or that the Service will produce any guaranteed or stated result, meet your stated requirements or expectations or be provided in an uninterrupted, timely, secure or error-free manner, that Service defects or errors will be corrected, or that the search ranking of your business via a Customer Account or Publisher Account will change or improve in any way as a result of your Service subscriptions.

Deluxe is not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store or maintain any Customer Account data or Content. In states where the limitations on implied warranties or the exclusion or limitation of certain damages is not allowed, some or all of the above disclaimers, exclusions or limitations may not apply to you and you may have additional rights. In such cases Deluxe’s liability will be limited to the fullest extent permitted by applicable law.

Any material downloaded or otherwise obtained through the use of the Service is accessed at your own risk and discretion and Deluxe is not responsible for any damage to your computer system or loss of data as a result from the use of any such material.

No advice or information, whether oral or written, provided by us directly to you or through the Service will create any warranty not expressly stated herein.

Deluxe and its subsidiaries and affiliates and its and their officers, directors, employees, agents, partners and licensors will not be liable to you for any special, indirect, incidental, consequential, punitive, reliance or exemplary damages (including without limitation losses or liability resulting from loss of data, loss of revenue, anticipated profits, or loss of business opportunity) that result from your use or inability to use the Services, any other interactions with us or our authorized representatives or statements, acts or omissions of third party providers related to the Service, even if advised of the possibility of such damages. In states where the limitation or exclusion of liability or incidental or consequential damages is not allowed, the above limitations or exclusions may not apply to you. In such cases Deluxe’s liability will be limited to the fullest extent permitted by applicable law.

In no event will the aggregate liability of Deluxe its subsidiaries and affiliates and its and their officers, directors, employees, agents, partners and licensors, whether in contract, tort or any other theory, exceed the amount actually paid by you to us for accessing the Services during the previous twelve (12) months preceding the date that gave rise to the claim, or five hundred dollars ($500.00), whichever is less.

You shall indemnify and hold Deluxe, its officers, directors, employees, shareholders, agents, affiliates, licensors and subcontractors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable attorneys fees), arising out of or in connection with any claim, action or proceeding (collectively, "Claims") arising out of or related to any act or omission by you in using the Service, the Customer Account, the Publisher Accounts or related to the development, operation, maintenance, use of the Services and the contents of any advertising campaign, including but not limited to any infringement of any third party proprietary rights.

At Deluxe’s option, you shall assume control of the defense and settlement of any Claim subject to indemnification by you (provided in such event, Deluxe may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you shall not settle any such Claim without Deluxe’s prior written consent).

These obligations will survive any termination of your Customer Account or Service subscription. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of Deluxe and/or its subsidiaries and affiliates and its and their officers, directors, employees, agents, partners and licensors.

This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Minnesota without regard to its conflict or choice of law provisions. Any legal action or proceeding relating to this Agreement or the provision of the Service shall be brought in the state or federal courts located in Minnesota. You hereby submit to the jurisdiction of and agree that venue is proper in those courts in any such legal action or proceeding.

Signed Writing. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures.

Notice. Deluxe may give notice to you by means of a general notice on the Service, or by e-mail to thee-mail address on record in your Customer Account or by written communication sent by first class mail or prepaid post to your address on record. Such notice shall be deemed effective within 48 hours of transmission by mail, or within 12 hours of transmission by e-mail or by notice on the Service. You may give notice to Deluxe by sending an e-mail to xxxxx@xxxxx.com or by sending a written notice by first class mail or prepaid post to: Attention: Customer Service, Deluxe Small Business Sales, Inc., 3680 Victoria Street North, Shoreview, MN 55126. Such notice shall be deemed effective when received by Deluxe.

Assignment or Change in Control. This Agreement may not be assigned by you without the express written consent of Deluxe, which consent may be withheld for any reason, but may be assigned by you subject to the restrictions contained herein to a parent or subsidiary, an acquirer of substantially all of the assets of your entity, or a successor by merger. Your liability for fees shall survive such transfer until paid in full. Any attempted transfer in violation of these provisions shall be void. Any transfer or attempted transfer by you that would result in a competitor of Deluxe having more than a 50% interest in you or your Customer Account shall be a material breach and grounds for termination of this Agreement. This Agreement is freely assignable by Deluxe.

Independent Contractors. You and Deluxe are independent contractors and nothing in this Agreement will be deemed to create any agency, employee-employer relationship, partnership, or joint venture between the parties. Except as otherwise provided in this Agreement, neither party has or may represent that it has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of the other party.

Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages, and upon the occurrence of any of the foregoing, the non-performing party will be excused from further performance of its obligations caused by such event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

Entire Agreement. This Agreement together with the Privacy Policy, the Pricing Information and/or Monthly Fees, and any and all Exhibits to any of the foregoing constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other third party services made available through the Services.

Equitable Relief. You acknowledge that any breach by you of this Agreement may cause irreparable damage or injury to Deluxe for which the award of damages would not be adequate compensation. You agree that Deluxe may bring an action to enjoin you from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and Deluxe may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which Deluxe may be entitled at law or in equity.