THIS IS A LEGALLY BINDING AND ENFORCEABLE AGREEMENT BETWEEN YOU (HEREINAFTER, "ADVERTISER") AND VERTAMEDIA.COM. BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, YOU AGREE THAT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS SET FORTH IN THESE TERMS AND CONDITIONS.
The VertaMedia.com advertising program allows advertisers to list their websites in the search results generated by VertaMedia.com and/or its affiliates in response to a search term corresponding to the subject of the search listing. Advertisers choose keywords that are relevant to their websites while selecting the precise amount they wish to pay when consumers click on their listings. Site listings on VertaMedia.com are ranked and determined according to the highest bidders. Signing up for the VertaMedia.com advertising program does not guarantee that any or all of the search terms submitted will be accepted by VertaMedia.com or that such search terms will generate any traffic to Advertiser's site. VertaMedia.com reserves the right to reject and/or remove any search terms submitted by Advertisers. For the purposes of this Agreement “adverisement” may include any Advertiser listing, advertisement, content, Web site, material or other information submitted by Advertiser or on behalf of Advertiser for inclusion in the Advertising Services and accepted by VertaMedia.com.
VertaMedia.com, for purposes of this Agreement, is the process provider for Web Users interested in a desired subject; and Advertisers who bid for related keywords or categories. When these related keywords or categories generally produce a result that contains Advertiser's listings that match users interests the Web User may be redirected to the advertiser's website. VertaMedia.com does not represent or warrant the quality of traffic delivered to advertiser nor if any listing or how much of a listing will be displayed across the network. Additionally, the format of your advertisement may vary and VertaMedia.com makes no representations as to the format of your advertisement. Advertiser agrees that VertaMedia.com will be solely responsible for tracking and calculating click-throughs ("CTs") delivered, the applicable CT price(s) and all other traffic measurements and data, and Advertiser understands and agrees that such measurements and data will be the only and definitive measure thereof.
PAYMENT TERMS AND NON-REFUNDABLE FEES
VertaMedia.com requires payment in advance for all Advertiser 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. Advertiser agrees to pay all applicable charges to the account with respect to the payment method selected in accordance with billing terms in effect at the time the fee becomes payable. Advertiser understands and agrees that the account will be charged for all clicks on Advertiser's search listing advertisements and that VertaMedia.com is not responsible for the maintenance of Advertiser's website. Advertiser agrees that any payment depending on the VertaMedia.com Advertising Service selected by Advertiser is nonrefundable. All sales are final, no refunds or credits.
TERM AND TERMINATION
This Agreement shall continue in effect until terminated in accordance with the terms hereof. Advertiser may terminate this Agreement by providing a written notice to VertaMedia.com. Following such notice, Advertiser will be billed for any amounts still owed to VertaMedia.com. VertaMedia.com may, in its sole discretion, terminate this Agreement at any time for any reason. Any amounts for services provided under VertaMedia.com Advertising Service are non-refundable
OWNERSHIP OF INTELLECTUAL PROPERTY
VertaMedia.com retains all right, title and interest in and to its trademarks, service marks, trade names, service names, logos and copyrights, as well as its content and technology worldwide ("Intellectual Property"). By entering into this Agreement, Advertiser acknowledges that such Intellectual Property is the exclusive property of VertaMedia.com and that all usage of such marks and any goodwill established by the use of such marks shall inure to the benefit of VertaMedia.com and that this Agreement does not confer any goodwill or other interests in such marks to Advertiser. Advertiser shall not adopt or attempt to register any Intellectual Property that is confusingly similar to VertaMedia.com Intellectual Property.
LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER
The Advertiser acknowledges and agrees that the use of Vertamedia.com is at the Advertiser's own risk. VertaMedia.com makes no representations or warranties relating to the results of Advertisement, including without limitation, the number of impressions or CTs such Advertisement will receive and any promotional effect or return on investment thereof. VertaMedia.com makes no warranty or representation whatsoever regarding VertaMedia.com, any information, services or products provided or available through or in connection with VertaMedia.com or any results obtained through the use thereof. VertaMedia.com hereby disclaims on behalf of itself and all information providers, licensors and/or licensees of any and all warranties including, without limitation: any warranties as to the availability, accuracy or content of VertaMedia.com and/or information, products or services available through VertaMedia.com; and any warranties of title or warranties of merchantability or fitness for a particular purpose. Any liability of VertaMedia.com, 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 or information, delay in operation or transmission, computer virus, communications line failure, theft or destruction or unauthorized access to, alteration of, or unlawful use of VertaMedia.com records, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action, shall be strictly limited to the amount already paid to VertaMedia.com, 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 VertaMedia.com and/or the sites linked to VertaMedia.com or for any breach of warranty. 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.
THIS IS A LEGALLY BINDING AND ENFORCEABLE AGREEMENT BETWEEN YOU (HEREINAFTER, "PUBLISHER") AND VERTAMEDIA.COM. BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, YOU AGREE THAT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS SET FORTH IN THESE TERMS AND CONDITIONS.
VertaMedia.com will non-exclusively provide Publisher the ability to create and maintain traffic partner account registering to display their site information on Publisher site. VertaMedia.com agrees to maintain all the necessary technology, infrastructure and customer support. Publisher agrees to make best efforts to properly promote the VertaMedia.com. VertaMedia.com will non-exclusively provide code implementation documentation to Publisher so that Publisher may access the database containing the search results. Search results provided by VertaMedia.com will be packaged into an XML (or like) object and delivered to Publisher’s server(s).
Search results provided by VertaMedia.com to the Publisher site(s) may be displayed on the Publisher search results page so long as the surrounding content cannot be construed to promote pornography, hate, violence or vulgarity related or other “undesirable” subjects or activities. Publisher in no event shall display search results on an exit page, interstitial, or popup window that is not triggered by a keyword targeted search. VertaMedia.com has the right to disapprove any such content as far as it fails to comply with the criteria set forth above.
Subject to the terms and conditions hereof, for any given calendar month, VertaMedia.com will pay Publisher a share of revenues from VertaMedia.com invoices or charges for all qualified Clicks, as recorded by VertaMedia.com system. VertaMedia.com maintains the right, in its sole discretion, to decrease the share of revenue paid to Publisher for credit card fraud, advertising complaints, non-qualified clicks, poor traffic quality and similar items. VertaMedia.com shall have no obligation to pay for clicks which are non-qualified clicks as determined by its proprietary click filtering and tracking systems. Non-qualified clicks may come as a result of but are not limited to clicks (i) generated via automated crawlers, robots or click generating scripts, (ii) that an advertiser receives and rejects, (iii) automated redirects, and clicks that are required for users to navigate on the Publisher Network, (iv) that are on expired, cached or over-budget ads, or (v) that come as a result of any incentive such as cash, credits or loyalty points.
TERM AND TERMINATION
The term of this Agreement (the "Term") will begin on the Effective Date and will then automatically renew for successive one year periods, unless either party gives written notice to the other party of its intention not to renew at least 60 days prior to the end of the then-current term or renewal Term. VertaMedia.com may suspend performance and/or terminate this Agreement at any time without cause in its sole discretion upon ten (10) days' prior notice. Termination of this Agreement by either party will not act as a waiver of any breach of this Agreement and will not act as a release of either party hereto from any accrued liability (including payments as set forth in the section 10) or liability for breach of such party's obligations under this Agreement. Within forty-five (45) days following the expiration or termination of this Agreement, each party will pay to the other party all sums, if any, due and owing as of the date of expiration or termination, net of any amounts due from the other party as of such date. Upon the expiration or termination of this Agreement for whatever reason, each party shall immediately cease to use the other party's trademarks, proprietary information, Paid Listings, intellectual property (including derivative works or modifications thereof) and Confidential Information in any manner whatsoever, and shall destroy or return (at the option of the other party), any such property, or materials representing the same to the other party, and provide the other party with an officer's certificate attesting to such return/destruction. For the avoidance of doubt, upon termination or expiration of this Agreement, the license granted hereunder shall terminate and Publisher and its agents shall immediately cease all use of the Paid Listings.
OWNERSHIP OF INTELLECTUAL PROPERTY
Neither party will have any right to sublicense the rights granted in this Agreement to any third parties, including without limitation affiliates, parents, and subsidiaries, without the other party’s prior written consent. VertaMedia.com will retain all right, title and interest in and to the Paid Listings, the related databases, all data generated by Vertamedia.com click tracking system and other performance measurement applications, and all associated intellectual property and proprietary rights worldwide (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers and information, algorithms, taxonomies, trade secrets and other intellectual property rights therein). Other than the Paid Listings, Publisher will retain all right, title, and interest in and to the Publisher Network (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers, algorithms, taxonomies, trade secrets and other intellectual property rights therein), except, that is transmitted under this Agreement.
LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER
Under no circumstances shall either party be liable for any indirect, incidental, consequential, special or punitive damages of any kind or nature (even if such damages are foreseeable, and whether or not such party had been advised of the possibility of such damages) arising from any aspect of the relationship provided for herein. Without limiting the generality of the foregoing, any liability of either party shall be limited to the total amount paid to Publisher by VertaMedia.com under this Agreement. Each party agrees to indemnify the other party hereto and to hold the indemnified party harmless from and against any and all liability, loss, damage, claim and expense, including reasonable legal fees and expenses that may be incurred by the indemnified party, arising out of or related to (i) the indemnifying party’s breach of any of the foregoing representations and warranties; (ii) nonfulfillment of any obligation hereunder to be performed by the indemnifying party; (iii) infringement or alleged infringement of a third party's intellectual property rights resulting from the indemnified party's exercise of its rights under this Agreement; or (iv) any breach of the End User License Agreement by Publisher associated with the sublicense of the Software to users. Each party shall promptly notify the other party of any threat of a claim that such party becomes aware of and that may give rise to a request for indemnification hereunder. Neither party makes any warranty to the other party pursuant to this Agreement with respect to search engines, search results, websites or any other products or services provided by either party. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, THE PARTIES MAKE NO REPRESENTATION, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING PRODUCTS OR SERVICES PROVIDED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR THE COURSE OF PERFORMANCE.