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|ADVERTISER TERMS & CONDITIONS|
1. ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS OF SERVICE
Search2.co.uk's Service ("Service"), is provided to you ("Advertiser") under the terms and conditions of this Search2.co.uk Terms & Conditions (AGREEMENT) and any operating rules or policies that may be published by Search2.co.uk. The AGREEMENT comprises the entire Agreement between the Advertiser and Search2.co.uk and supersedes all prior Agreements between the parties regarding the subject matter contained herein. BY COMPLETING THE SUBSCRIPTION PROCESS, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENT.
Search2.co.uk offers a Search Engine to users of the Internet, (hereinafter "Consumers"), providing a means of searching for information on the World Wide Web.
Search2.co.uk operates as an open and non-exclusive
marketplace, in which Consumers search for a desired subject, and Advertisers
list their websites by search terms. Search2.co.uk will accept bids
from Advertisers for desired search terms which will produce search
results containing the Advertiser's website listings, as well as other
Search2.co.uk shall provide links from the
listings of search results to the websites of each listed Advertiser
and Unpaid Listing. The activation of a link to the Advertiser's website,
when executed by the Consumer, is referred to as a "Click."
The Advertiser agrees to pay Search2.co.uk a fee, equal to the amount
of its bid, each time a Click occurs.
Search2.co.uk enables the Advertiser to access a Search2.co.uk "Advertiser's Account" which enables the Advertiser to check the activity of the status of the Advertiser's website(s), selected search terms, and funds available. The Advertiser Account enables the Advertiser to add or delete search terms, modify bids of each search term, see the number of clicks each search term is generating and the amount of money spent for that search term.
3. PAYMENT OF SERVICE
The Advertiser is solely responsible for the selection of search terms and the amount it chooses to bid for each. Bids must be submitted in a form acceptable to Search2.co.uk, with a minimum bid of ten pence (£0.10) per Click, and must be in multiples of one pence (£0.01). There is no maximum bid. There is no limit to the number of search terms the Advertiser may select, but only one website will be linked to each search term. The Advertiser may submit a bid for a search term at any time, and the bid shall be effective from the time it is received and processed by Search2.co.uk until it is increased, decreased or withdrawn by the Advertiser, or until this AGREEMENT is cancelled and the Advertiser's Account is closed.
Search2.co.uk requires a minimum enrolment
fee of twenty-five Great British Pounds (£25.00) excluding VAT
to open an advertising account, which is non-refundable.
Whenever a Consumer Clicks on one of the
Advertiser's listings, Search2.co.uk will deduct an amount from the
balance of the Advertiser's "Credit," the amount of money paid into
the Advertiser's Account before bids are registered. As the Credit becomes
depleted, the Advertiser may replenish it by submitting credit/debit
card details via the Advertiser's Account to Search2.co.uk. Search2.co.uk
shall deduct the bid amount from the Advertiser's Credit immediately
after a Click is made on the Advertiser's listing. Search2.co.uk will
provide a continuously updated list of Clicks charged to the Advertiser's
Credit, posted on the Advertiser's Account.
The Advertiser agrees and represents that all information provided for the purpose of enrolling as an Advertiser will be accurate, complete and current.
The Advertiser acknowledges that Search2.co.uk is not responsible for the maintenance of the Advertiser's website(s) nor is Search2.co.uk responsible for order entry, payment processing, order fulfillment, cancellations, returns or customer service concerning orders placed on the Advertiser's website(s). The Advertiser agrees to inform Search2.co.uk of any change to the content of the Advertiser's website(s) that may affect Search2.co.uk decision to include the Advertiser's bids on Search2.co.uk's website. The Advertiser's bids will not be processed, and Advertiser's listings will not appear in search results on the Search2.co.uk website until the AGREEMENT is accepted and the Credit is established. Upon acceptance of the AGREEMENT by Search2.co.uk, Search2.co.uk shall establish for the Advertiser an Advertising Account, through which the Advertiser may monitor the balance of its Credit, place and modify bids on search terms, and conduct other business related to its account. The Advertiser shall receive a password from Search2.co.uk for secure access to the Advertising Account. The Advertiser is solely responsible for any and all activities, which occur through the Advertising Account. The Advertiser agrees to keep its password confidential, to allow no other person or entity to use its Advertiser's Account, and to notify Search2.co.uk promptly upon receipt of any evidence that the security of the Advertising Account has been compromised.
Search2.co.uk may change the terms and conditions of the AGREEMENT from time to time. Upon any change in the terms and conditions of the AGREEMENT, Search2.co.uk will notify the Advertiser by email.
6. DISCLAIMER OF WARRANTIES
Search2.co.uk warrants that it has all requisite power and authority to enter into this AGREEMENT, and to provide the Services contemplated herein. The Advertiser represents and warrants that (a) it has all requisite power and authority to enter into this AGREEMENT; (b ) that all information provided to Search2.co.uk in the Search2.co.uk application form is complete and accurate; (c) the content of its web sites linked to Search2.co.uk and the technology used in connection with the Advertiser's website(s) are owned or validly licensed for the Advertiser's use, or are in the public domain, and that the Advertiser has all requisite authority to provide those links; (d) the content of its website(s) linked to Search2.co.uk do not violate any law; (e) its search terms, listings in Search2.co.uk, and its websites linked to Search2.co.uk do not infringe upon or violate any copyright, patent, trademark or other intellectual property right, nor do they violate or breach any duty or obligation of the Advertiser to any person or entity, including (for purposes of example, but not limitation) contractual or privacy rights; and (f) its search terms, listings in Search2.co.uk, and its website(s) linked to Search2.co.uk will not result in losses to any person or entity caused by a wrongful act or the active or passive negligence of the Advertiser, its employees, agents, contractors and suppliers, including (without limitation) fraud, defamation or interference.
Search2.co.uk services are provided on an "as is" and "as available" basis. The warranties set forth in this paragraph are exclusive, and in lieu of all other warranties, express, implied, statutory or otherwise, including (without limitation) warranties of merchantability and fitness for a particular purpose, each of which is expressly disclaimed.
The Advertiser will indemnify and hold harmless Search2.co.uk, its officers, employees, directors, representatives and agents, from and against any and all demands, claims, or liabilities: (a) arising out of or incidental to the content of Advertiser's website(s) linked to Search2.co.uk's website; or (b) from demands, claims or liabilities arising from the Advertiser's breach of a duty, warranty, or other obligation under this AGREEMENT. The Advertiser will reimburse Search2.co.uk for any amount paid by Search2.co.uk in settlement of claims or in satisfaction of judgments within the scope of this indemnification, together with all expenses incurred in connection therewith, including (but not limited to) reasonable Solicitor's fees and costs of litigation. The obligations set forth in this paragraph shall survive the expiration, termination or cancellation of this AGREEMENT.
Neither the Advertiser nor Search2.co.uk will be liable, one to the other, for any consequential, incidental, special, punitive or exemplary damages, including (for purposes of example and not limitation) loss of revenue, loss of profits, loss of use or harm to business reputation, arising from performance of their respective obligations under this Agreement, even if the party against whom the claim is asserted was advised of the possibility of such loss or damage. The Advertiser's sole remedy for any error or omission with respect to Search2.co.uk's performance under this AGREEMENT shall be to receive credit for Clicks charged to the Advertiser's Credit, and Search2.co.uk's entire liability for any claim, loss, damage or expense related to its performance under this AGREEMENT shall be limited to the amount paid by the Advertiser for the Services giving rise to the claim. No action or proceeding against Search2.co.uk shall be commenced more than one year after service is rendered.
The term of this AGREEMENT shall commence on the date when Search2.co.uk sends an email to the Advertiser indicating that the application has been accepted, and shall continue in force for an indefinite period.
Search2.co.uk may immediately suspend all Services to the Advertiser and cancel this AGREEMENT at any time: (a) if the Advertiser breaches any term or condition of this AGREEMENT; (b) if the Advertiser becomes insolvent or files an assignment for the benefit of creditors; or (c) if any insolvency proceeding is commenced by or against the Advertiser. Search2.co.uk shall give the Advertiser written notice of cancellation under this paragraph.
If Search2.co.uk terminates the Advertiser's Account or if the Advertiser decides to terminate its Account and the Advertiser provides written notice to Search2.co.uk, the Advertiser's Account will be deemed terminated when Search2.co.uk receives such notice.
The Advertiser will only receive a refund
for amounts not added to the Advertiser's Account. The Advertiser
will not receive a refund once funds are depoisted into a Search2 account.
Search2.co.uk has the right to terminate the Advertiser's Account if it remains inactive. An Advertiser's Account is deemed to be inactive if there have been no active bids for a period of NINETY DAYS, and no Clicks charged against the Advertiser's Credit during the same period of time.
Search2.co.uk reserves the right to reject or remove any website listing without notice, and for any reason, in its sole discretion. All requested URL links, search terms, descriptions and bids are subject to Search2.co.uk's approval. Search2.co.uk reserves the right to reject, cancel or remove any URL link at any time for any reason whatsoever.
The Advertiser agrees not to resell or make any commercial use of the Service, without the express consent of Search2.co.uk.
11. FORCE MAJEURE
Search2.co.uk will not be in default or otherwise
liable for any delay or failure in its performance under this AGREEMENT
where such delay or failure arises by an event beyond the reasonable
All notices to a party shall be in writing and shall be made either via email or conventional mail. Search2.co.uk may broadcast notices or messages through the Service to inform the Advertiser of changes to the AGREEMENT, the Service, or other matters of importance; such broadcasts shall constitute notice to the Advertiser.
The section titles in the AGREEMENT are solely used for the convenience of the parties and have no legal or contractual significance.
This Agreement shall be governed by the laws
of England and Wales.
Any controversy or claim arising out of or relating to this Agreement or the Services will be settled by binding arbitration in accordance with the commercial arbitration rules of the London Court of Arbitration. Any such controversy or claim must be arbitrated on an individual basis, and must not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration must be conducted in London, England, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Search2.co.uk may seek any interim or preliminary relief from a court of competent jurisdiction in England, as necessary to protect the rights or property of you or Search2.co.uk.
You may direct any questions concerning this Agreement to:
Search2.co.uk may amend this Agreement at
any time by posting the amended terms on its Web site. Except as stated
below, all amended terms are automatically effective immediately after
they are initially posted. This Agreement may not be otherwise amended
except in a written document signed by you and Search2.co.uk. This
Agreement was last revised on 24th August 2004.