| 1.
General. A deposit must be submitted
to BSearchEngines in advance of initial
advertising date. By submitting advertising
for inclusion on BSearchEngines, advertiser/agency
agrees to be bound by the terms of this
contract. No conditions other than those
set forth herein shall be binding on BSearchEngines.
This contract supersedes any previous agreements
between BSearchEngines and advertiser/agency
relating to the subject matter set forth
herein. BSearchEngines's only obligation
to serve advertisements hereunder shall
be to serve advertisements of the advertiser
described herein, and in no event shall
BSearchEngines be obligated to serve advertisements
for any other advertiser. 2.
Changes and Cancellations. Cancellations
and changes can be made via the advertiser
login. BSearchEngines's advertising specifications
are accessible through the advertiser
login. BSearchEngines reserves the right
to change any of its advertising specifications
at any time.
4.
Delivery, Frequency and Makegood.
All figures relating to the number of
advertisements served as determined by
BSearchEngines shall govern, regardless
of whether advertiser/agency is using
the services of a third party ad server.
If BSearchEngines fails to provide the
guaranteed number of impressions, BSearchEngines
will make good on this contract.
6.
Key Words and Phrases. BSearchEngines
offers no exclusivity on keywords or phrases.
Each advertiser will be given ranking
positions based upon the bid they enter
on keywords/phrases.
8.
Rejections. BSearchEngines reserves
the right, without liability, to reject,
omit or exclude any advertisement or to
reject or terminate any links, buttons,
boxes or banners for any reason at any
time, with or without notice to the advertiser/agency,
and whether or not such advertisement,
link, button, box or banner was previously
acknowledged, accepted, or published.
9.
Licenses and Indemnification. Advertiser/agency
grants BSearchEngines the right to use,
reproduce, publicly display and distribute
advertiser's advertisments and collateral
information and warrants that advertiser/agency
has the right to grant such license. Advertiser/Agency
represents that the advertiser is the
owner or is licensed to use the entire
contents and subject matter contained
in its advertisements and collateral information,
including, without limitation, (a) the
names and/or pictures of persons; (b)
any copyrighted material, trademarks,
service marks, logos, and/or depictions
of trademarked or service marked goods
or services; and (c) any testimonials
or endorsements contained in any advertisement
submitted to BSearchEngines. In addition,
advertiser/agency represents that the
advertiser's advertisements and collateral
information do not violate any applicable
local, state or federal law or regulation.
In consideration of BSearchEngines's acceptance
of such advertisements and information
for publication, the advertiser and agency
will jointly and severally indemnify and
hold harmless BSearchEngines and its officers,
directors, shareholders, employees, accountants,
attorneys, agents, parent, affiliates,
subsidiaries, successors and assigns from
and against any and all third party claims,
damages, liabilities, costs and expenses,
including reasonable legal fees and expenses,
arising out of or related to: (i) advertiser/agency's
breach of any covenants, representations
and warranties made therein, (ii) BSearchEngines's
performance under this contract, and (iii)
the copying, printing, distributing, transmitting
or publishing of advertiser's/agency's
advertisements or collateral information
by BSearchEngines.
10.
Limitation of Liability. UNDER NO
CIRCUMSTANCES WILL BSearchEngines BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT
LIMITATON, FOR LOST INCOME OR PROFITS,
IN ANY WAY ARISING OUT OF OR RELATED TO
THIS CONTRACT, EVEN IF BSearchEngines
HAS BEEN ADVISED AS TO THE POSSIBILITY
OF SUCH DAMAGES. |
