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.

2. DESCRIPTION OF SERVICE

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 search results.
The Advertiser's website listings will be displayed whenever a Consumer types the search term on which the Advertiser has bid. Website listings will be organized in descending order, with the highest bidder's site listed first, the second-highest listed second, and so forth. Any listing of websites may extend over multiple pages, and Search2.co.uk makes no guarantee that an Advertiser's listing will appear on the first page.
Search2.co.uk may, at its sole discretion, list additional sites for which no bid has been received ("Unpaid Listings"), all of which shall be listed after the lowest-bidding Advertiser's website. In the event of identical bids, Search2.co.uk reserves the right to list those websites bidding identical amounts in any order it deems appropriate.

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.
A Click is deemed to have been completed when executed by the Consumer and recorded by Search2.co.uk's equipment. A Click is subject to a fee even if it fails to connect the Consumer to the Advertiser's website, unless such failure is caused by Search2.co.uk. A Click may be originated on the Search2.co.uk website or any third-party website to whom Search2.co.uk distributes its search results.

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.

The Advertiser agrees to pay Search2.co.uk based on the number of Clicks multiplied by the amount, which the Advertiser bid to pay for such Clicks. The Advertiser acknowledges that its payment obligation hereunder is based solely on Clicks and not on the Advertiser's ability to convert Clicks to sales. In the event that Search2.co.uk is unable to charge the Advertiser's credit/debit card, Search2.co.uk may, in its sole discretion, suspend or terminate the Advertiser's participation in the service.

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's account will be automatically credited with a minimum fee of twenty-five Great British Pounds (£25.00) once the level falls below an amount which will not be sufficient to provide a full day's use of Search2.co.uk. Should the Advertiser not wished to be automatically re-billed in future they should email support@search2.co.uk requesting to have their account removed from the automated billing system.

4. ADVERTISER'S RIGHTS AND RESPONSIBILITIES

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.

5. MODIFICATIONS TO TERMS OF SERVICE

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.

7. INDEMNIFICATION

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.

8. LIMITATION OF LIABILITY

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.

9. TERMINATION

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.

10. NO RESALE OR COMMERCIAL USE OF THE SERVICE

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 control of
Search2.co.uk.

12. NOTICE

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.
Search2.co.uk's failure to exercise or enforce any right or provision of the Agreement will not be deemed to be a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

13. ARBITRATION

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.

14. NOTICE

You may direct any questions concerning this Agreement to:

Search2.co.uk
The Barn
Church Road
Lane End
High Wycombe
Buckinghamshire
HP14 3HD
legal@search2.co.uk

15. AMENDMENT

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.