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Search123, a ValueClick Europe Ltd company ("Search123")
will provide the advertiser
("Advertiser") with access to Search123's proprietary
pay-per-click search engine platform
and other online services subject to the Advertiser's
unconditional agreement and compliance
with the terms and conditions contained in this agreement
("Agreement").
1. Services
Advertisers that register with Search123 for access to
our proprietary services and agree to
comply with the terms and conditions of this Agreement
may advertise on our pay-per-click
search engine platform by submitting their website listings
and bidding on relevant keywords
for placement on our system. Advertisers may use Search123's
web-based account
management interface to submit website listings (including
site titles and descriptions) and
place monetary bids on keywords and phrases that are relevant
to their site offering. Our
search results, which include the submissions received
from Advertisers, are distributed
through our website, www.search123.uk.com,
and through our network of traffic partner sites.
We automatically deduct the bid amount from the Advertiser's
account for every click that we
deliver to our Advertisers through our website and our
network. All submissions to our search
engine must comply with the terms and conditions contained
in this Agreement and the listing
and relevancy requirements contained in our Listing
and Relevancy Policy. Search123 retains
the right to reject any submission, in whole or in part,
edit site titles and descriptions and
reject keyword ids, all at its sole and exclusive discretion.
2. Fees
The Advertiser agrees that Search123 will automatically,
and without notice, deduct the
amount of the Advertiser bid from the Advertiser's account
each and every time that we deliver
a confirmed click-through to the Advertiser's website
listing(s). Search123 shall make the
determination of whether a confirmed click-through was
delivered to an Advertiser, based on its established requirements
for validating click-throughs. In order to activate a
bidding account
with Search123, the Advertiser must pay an initial, non-refundable
enrolment fee of £25, which
shall be applied towards the Advertiser's click-through
charges. The Advertiser hereby agrees
and acknowledges that Search123 will not refund the first
£25 deposited by the Advertiser, as
this amount represents the Advertiser's non-refundable
enrolment fee. Any and all unused
amounts in excess of the initial £25 deposit shall
be refundable, at the request of the
Advertiser. Any inquiries related to billing, or any request
for refunds, should be directed to
billing.uk@search123.com.
3. Payment 3.1
Deposits
Search123 requires payment in advance for all Advertiser
accounts. Advertisers must fund their
accounts with at least £25 in order to activate
their accounts. Only accounts with positive
balances of at least as much as the Advertiser's lowest
keyword bid shall remain active in our
database. All accounts that fall below this funding
requirement shall be placed on hold, and all
listings shall be removed, until the account is funded.
3.2
Forms of Payment
Advertisers may pay by credit card, bank wire or by
company or personal cheque. Amounts
shall be applied to Advertiser's accounts only upon
receipt of funds. For all forms of payment
other than credit card, there may be a few days delay
in depositing funds into the Advertiser's
account.
3.3
Authorisation of Credit Card Charges
By submitting a request to charge your credit card,
either manually or using our Automatic
Billing Option, you are authorising us to do so.
3.4
Credit Card Charge Limits
We impose daily, weekly and monthly limits on the amount
that Advertisers can charge to their
credit cards. Advertisers may request an increase in
their credit card funding limit by contacting billing.uk@search123.com.
Search123 retains the exclusive discretion over whether
such
increases are granted.
3.5
Charges
Search123 shall automatically deduct payment for each
click-through from the Advertiser's
account as and when each click-through is delivered.
3.6
Account Suspension or Termination
Search123 reserves the right to suspend or terminate
the Advertiser's account, without
limitation,if payment cannot be charged to the Advertiser's
credit card, if the Advertiser's
cheque is returned, or if a credit card chargeback is
posted to the Advertiser's account.
4. Advertiser’s Rights and Responsibilities
4.1 Advertiser Submissions
The Advertiser may submit their listings (including
URL, site title and description) and bid on
keywords using our online interface or through correspondence
with our Client Services team.
The Advertiser acknowledges that by submitting such
material to Search123, the Advertiser is
irrevocably granting Search123 the unlimited right to
distribute the material, in whole or in
part, through its website and its network of traffic
partner websites, and to modify it, in its
discretion, in accordance with this Agreement and our
Listing
and Relevancy Policy.
4.2
Submission Requirements
The Advertiser is required to submit accurate and relevant
site titles and descriptions, a target
URL that triggers an immediate redirect to a live page,
and keyword bids that are directly
relevant to the offering of the Advertiser's website.
The Advertiser must do so in accordance
with the requirements of this Agreement and our Listing
and Relevancy Policy.
4.3
Listings containing "Adult" Content
In submitting all listings, Advertisers must indicate
whether the content of their website
includes "adult" content. We expect that our
Advertisers know what constitutes "adult"
content
and require our Advertisers within this category to
advise us of such content and to bid only on
keywords that are clearly within this category and directly
relevant to the content on their websites. Search123
will terminate any Advertiser that submits any false
or misleading
information relating the content of their website, or
bids on non-adult keywords to drive traffic
to sites containing "adult" content.
4.4
Right to Reject or Modify Listings
Search123 reserves the right, without notice to the
Advertiser, to accept, edit, reject or remove
any search listing advertisement for any reason, at
any time, at its sole and absolute discretion.
4.5
Prohibited Listings
The Advertiser hereby acknowledges and agrees that the
following listings are not permitted on Search123, without
exception:
i.
ii.
iii.
iv.
v.
vi. |
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Sites displaying or promoting child pornography,
or the abuse of children, women or
animals, or linking to such sites, are not permitted
to list on this engine.
Sites enticing or promoting hate or intolerance
against any particular race, nationality,
religion or lifestyle, or linking to such sites,
are not permitted to list on this engine.
Sites enticing or promoting violence or criminal
activity, or linking to such sites, are not
permitted to list on this engine.
Sites distributing or promoting any software cheats,
or similar material, or linking to such
sites, are not permitted to list on this engine.
Sites distributing or promoting any viruses, trojan
horses, worms, or similar material, or
linking to such sites, are not permitted to
list on this engine.
Sites distributing unlicensed material or material
infringing on the copyright, trademark or
other intellectual property rights of any third
parties, or linking to such sites, are not
permitted to list on this engine. |
4.6
Advertiser's Responsibility
The Advertiser shall be solely responsible for determining
whether their listings are in
compliance with the terms and conditions of this Agreement
or those contained in our
Listing and Relevancy Policy.
5. Advertiser’s Representations and Warranties
5.1
Authorised Owner
The Advertiser hereby represents and warrants that the
Advertiser is the authorised owner or representative
of the site with sufficient authority to enter into
this Agreement, and submit the website listings, for
the website(s) for which links are requested.
5.2
Information Accurate and Complete
The Advertiser agrees and represents that all information
the Advertiser provides for the purpose of enrolling,
as an Advertiser will be accurate, complete and current.
5.3
Content Violations
The Advertiser represents and warrants that the Advertiser's
websites:
i.
ii.
iii.
iv.
v.
vi.
vii.
viii.
ix.
x.
xi. |
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DO not violate any law or regulation of any governmental
agency;
Do not display or promote child pornography, or
the abuse of children, women or
animals, and does not link to sites that do;
Do not entice or promote hate or intolerance against
any particular race, nationality,
religion or lifestyle, and does not link to sites
that do;
Do not entice or promote violence or criminal activity,
and does not link to sites that
do; Sites distributing or promoting any viruses,
trojan horses, worms, or similar material,
or linking to such sites, are not permitted
to list on this engine.
Do not distribute or promote any software cheats,
or similar material, and does not link
to sites that do;
Do not distribute or promote any viruses, trojan
horses, worms, or similar material, and
does not link to sites that do;
Do not infringe in any manner on any copyright,
patent, trademark, trade secret or any
other intellectual property rights of any third
party, and does not link to sites that do;
Do not distribute any unlicensed material or material
infringing on the copyright,
trademark or other intellectual property rights
of any third parties, and does not
knowingly link to sites that do;
Do not breach any duty or rights of any person or
entity including, without limitation,
rights of publicity or privacy, or has not otherwise
resulted in any user fraud, product
liability, tort, breach of contract, injury, damage
or harm of any kind to any person
or entity;
Is not false or misleading;
Is neither defamatory, libellous, slanderous nor
threatening.
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6.
Warranty Disclaimer and Limitation of Liability
THE ADVERTISER EXPRESSLY AGREES THAT THE USE
OF SEARCH123 IS AT THE
ADVERTISER'S OWN RISK. SEARCH123 IS AVAILABLE ON AN
"AS IS" BASIS, WITHOUT
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER SEARCH123
NOR ANY OF ITS LICENSORS, EMPLOYEES, AGENTS, CONSULTANTS
OR CONTRACTORS, MAKES ANY
WARRANTY OR REPRESENTATION WHATSOEVER REGARDING SEARCH123,
ANY
INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE
THROUGH OR IN CONNECTION WITH SEARCH123 OR ANY RESULTS
OBTAINED THROUGH THE USE
THEREOF. SEARCH123 HEREBY DISCLAIMS ON BEHALF OF ITSELF
AND ALL
INFORMATION PROVIDERS, LICENSORS AND/OR LICENSEES OF
IT ANY AND ALL
WARRANTIES INCLUDING, WITHOUT LIMITATION (1) ANY WARRANTIES
AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF SEARCH123
AND /OR INFORMATION,
PRODUCTS OR SERVICES AVAILABLE THROUGH SEARCH123; AND
(2) ANY WARRANTIES
OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR
PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO
THE ABOVE EXCLUSION MAY NOT APPLY TO THE ADVERTISER.
THIS LIMITED WARRANTY
GIVES THE ADVERTISER SPECIFIC LEGAL RIGHTS, AND THE
ADVERTISER MAY ALSO HAVE OTHER RIGHTS, WHICH MAY VARY
FROM STATE TO STATE.ANY LIABILITY OF SEARCH123,
ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES,
AGENTS,
CONSULTANTS, OR CONTRACTORS, INCLUDING, WITHOUT LIMITATION,
ANY LIABILITY
FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE
OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION,
DEFECT, FAILURE OF DELIVERY OF MERCHANDISE,
DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS,
COMMUNICATIONS LINE
FAILURE, THEFT OR DESTRUCTION OR UNAUTHORISED ACCESS
TO, ALTERATION OF, OR UNLAWFUL USE OF SEARCH123'S RECORDS,
WHETHER FOR BREACH OF CONTRACT,
TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE
OF ACTION, SHALL
BE STRICTLY LIMITED TO THE AMOUNT ALREADY PAID TO SEARCH123,
ITS
INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES,
AGENTS, CONSULTANTS
OR CONTRACTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY
TO USE SEARCH123 AND/OR THE SITES LINKED TO FROM SEARCH123
OR FOR ANY BREACH OF WARRANTY.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION
OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION
OR EXCLUSION
MAY NOT APPLY TO THE ADVERTISER.THE ADVERTISER AGREES
THAT THE ADVERTISER WILL NOT HOLD SEARCH123 RESPONSIBLE
FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS,
OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH
SEARCH123 AND/OR SITES LINKED TO FROM SEARCH123, INCLUDING,
WITHOUT LIMITATION, THOSE WITH
WHOM SEARCH123 CONTRACTS TO OPERATE VARIOUS PORTIONS
OF SEARCH123.COM
AND THOSE TO WHOM SEARCH123 PROVIDES LINKS TO FOR CONTENT,
ADVERTISING OR ANY OTHER TYPE OF DATA OR INFORMATION.
7. Indemnification
The Advertiser hereby agrees to indemnify, defend (with
counsel reasonably acceptable to
Search123), protect and hold harmless Search123, its
officers, directors, shareholders,
affiliated entities and persons, employees, agents,
representatives and attorneys (collectively
the "Representatives") from and against any
and all claims, causes of actions, demands,
judicial and administrative proceedings, liabilities,
forfeitures, errors, damages, costs and
expenses (including without limitation, reasonable attorneys'
fees and attendant costs and
expenses, whether or not suit is filed or proceedings
instituted thereon), directly or indirectly
arising in connection with this Agreement, or any breach
or default in performance by the
Advertiser of any of the Advertiser obligations here
under.
8.
Parties Relationship
a.
b .
c.
d.
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Nothing in this Agreement is intended by Search123
or the Advertiser to create or
constitute a joint or collaborative venture or partnership
of any kind between the
Advertiser and Search123, nor shall anything in
this Agreement be construed as
constituting or creating any agency, employment
relationship, joint or collaborative
venture or partnership between the Advertiser and
Search123, its employees, agents
or assigns.
The Advertiser acknowledges and agrees that Search123
shall have no control or
ownership interests of any kind in the Advertiser's
business or its website.
The Advertiser hereby agrees and understands that
Search123 is not responsible for
the maintenance of the Advertiser's website. The
Advertiser further acknowledges and
agrees that Search123 has no direct or indirect
control over the content of performances
or services, the manner of performances or services,
or the time or duration of provision of performances
or services by the Advertiser on, at or in association
with its website
except as specifically set forth in this Agreement.
The Advertiser acknowledges and agrees that the
Advertiser shall have no financial or
other interest in Search123 or any property owned
by Search123, its Advertisers,
agents, successors or assigns. |
9.
Termination
If
the Advertiser is dissatisfied with Search123, for any
reason, including disagreement with its
terms and conditions or policies or with any decision
made by Search123 related to the
Advertiser, or for any other reason whatsoever, the
Advertiser's sole and exclusive remedy is
to terminate its account. The Advertiser may cancel
the Advertiser's participation in Search123
at any time by emailing clientservices.uk@search123.com.
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