Terms and Conditions

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE. USE OF THIS SITE CONSTITUTES ACCEPTANCE OF THESE TERMS.

The following are terms of a legal agreement between you and ClickXPosure. By accessing, browsing and/or using this site (“Site”), you acknowledge that you have read, understood, and agree, to be bound by these terms and to comply with all applicable laws and regulations.If you do not agree to these terms, do not use this Site. The material provided on this Site is protected by law, including, but not limited to, United States Copyright Law. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

This statement covers all of the ClickXPosure websites and any associated content. Please read this statement carefully before accessing any of the ClickXPosure websites including OneIMS sites. Your use of the ClickXPosure websites indicates your agreement to abide by the Terms in effect.

CLICKXPOSURE ADVERTISING SERVICES TERMS AND CONDITIONS

1. INTRODUCTION: ClickXPosure,  (“ClickXPosure”) an Illinois Corporation, agrees to provide you (the “Advertiser”) with Advertising Services (defined below), subject to your compliance with the terms and conditions hereafter outlined (the “Terms and Conditions”). Please read these Terms and Conditions carefully. As an Advertiser, you agree to be bound by these Terms and Conditions, both for current and for any additional services for which you may contract with ClickXPosure, including all payment terms (collectively, the “Agreement”). In this Agreement, “you” and “your” refers to the Advertiser.

Upon engaging ClickXPosure for Advertising Services you should have verbally accepted a summary of key provisions of these Terms and Conditions. IF, SUBSEQUENT TO YOUR VERBAL ACCEPTANCE OF THE SUMMARY TERMS AND CONDITIONS, YOU DO NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOTIFY CLICKXPOSURE WITHIN FIVE (5) DAYS OF YOUR ORDER AND THE ADVERTISING SERVICES WILL BE CANCELED WITH NO FURTHER OBLIGATIONS BY EITHER PARTY. PROVIDED, HOWEVER, THAT YOU SHALL BE RESPONSIBLE FOR COSTS OF ALL ADVERTISING SERVICES PROVIDED UNTIL SUCH CANCELLATION PROCEDURE IS FOLLOWED. FAILURE TO NOTIFY CLICKXPOSURE OF CANCELLATION ACCORDING TO THE PROCESS DEFINED ABOVE SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THEM. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the Advertising Services, shall be bound by, and shall abide by, these Terms and Conditions. You further agree that you are bound by these Terms and Conditions whether you are acting on your own behalf or on behalf of a third party, including another advertiser.

2. TERM, PAYMENT, & MODIFICATION: The term of this Agreement shall begin and become effective as of the sign-up date, which coincides with initial payment. The term shall continue as follows unless otherwise mutually agreed upon in writing: 180 days for search engine optimization and maps optimization, 90 days for pay-per-click services, and 30 days for local maps or profile page services. Following the initial contract term, this Agreement shall renew at the end of each 30-day period for a successive 30-day term unless either party provides written 30-day notice of its intention not to renew or if both parties agree to enter a new contract term for a determined time period.

Advertiser agrees to pay to ClickXPosure all applicable charges to its account in United States dollars, in accordance with the payment terms and conditions and/or payment plan mutually agreed upon, including, if any, all applicable taxes, within 15 days of such charges becoming due and in accordance with the billing terms in effect at the time the fee becomes payable. If any mutually agreed upon payment terms of additional services requested by you are different than the terms set forth in these Terms and Conditions, the payment terms for the additional services shall apply to those services. Advertiser agrees that any setup fee (or similar one-time payment depending on the Advertising Service selected by Advertiser) is nonrefundable as it is applied to costs immediately incurred by ClickXPosure in initiating services.

Advertiser understands and agrees that the Advertising Services are billed one month in advance. In addition, if Advertiser has elected to pay ClickXPosure by credit card, Advertiser agrees to authorize ClickXPosure to charge its credit card in advance for such payments and for any amounts owed under this Agreement.

In the event you choose to terminate services prior to completion of the contract term, Advertiser agrees to pay an early termination fee equal to the greater of 50% of any remaining amount to be paid or one (1) full month’s fee. If ClickXPosure is unable to collect owed amounts from Advertiser, Advertiser shall pay to ClickXPosure an insufficient funds fee equal to the greater of $25 or 6% of the total amount due, and Advertiser will be subject to a late payment charge equal to the lower of 1.5% per month accruing from the invoice date or the maximum amount allowed by applicable law. In the event collection proves necessary, the Advertiser agrees to pay all fees (including all attorney’s fees and court costs) incurred by that process.

You understand that ClickXPosure may modify its standard terms and conditions and service offerings from time to time and that ClickXPosure reserves the right to adjust the pricing of such services. Following the fulfillment of initial contract terms, advertisers in month-to-month contracts may be subject to revised terms and conditions and/or pricing. Advertisers are encouraged to enter long-term contracts to fix pricing, terms and conditions. If you are in a month-to-month contract, you agree to be bound by any changes ClickXPosure may reasonably make to its pricing, terms and conditions when such changes are made.

3. FEES FOR CLICKXPOSURE ADVERTISING SERVICES: Fees shall be as set forth in the cost/budget schedule (as amended from time to time also in the form of a cost/budget schedule).

4. METHOD OF PAYMENT: Advertiser must set up direct withdrawal from a valid, sufficiently funded bank account, provide a valid credit card with sufficient credit, or maintain a deposit with ClickXPosure that ClickXPosure can bill for all contracted Advertising Services.

5. SERVICES PROVIDED: Advertising Services are the process by which ClickXPosure will market your site through various online methods, websites, etc. (the “Advertising Services”) Though ClickXPosure cannot guarantee specific results, we proactively seek to provide high quality online marketing services that maximize our clients’ return on advertising spending. ClickXPosure does not employ tactics deemed to be unacceptable by major search engines. Clients should understand that clicks to your site, including clicks on the search engines, shopping engines, content sites, etc. may include certain misspellings, singular/plural combinations, and other related search terms that ClickXPosure maps to your advertising campaigns. However, misspellings are becoming less common with new auto complete search engine technology. All keyword campaigns will include key terms, titles, descriptions selected specifically with the intent to optimize return on advertising spend.

Unless you have engaged ClickXPosure to provide a website for you, you are responsible for the quality and accuracy of your website and its landing page(s), or redirect websites that link to your advertisements.

6. ACCESS: You are authorized to access ClickXPosure-owned, operated or hosted websites that require log in or account information solely to manage your advertising account(s). You agree that you will not use the site or any content therein for any other purpose and that you will not disseminate or distribute any of this information. Your right to access your account with ClickXPosure is personal to you and non-assignable and is subject to any limits established by ClickXPosure. You agree that you will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access your account with ClickXPosure or to monitor or copy ClickXPosure’s website or the content contained therein, except those automated means expressly made available by ClickXPosure.

7. LATENCY: Advertiser understands that, any information or data provided by Advertiser to ClickXPosure may not be processed on a real-time basis and may be subject to the latency of the Internet, the ClickXPosure systems and network of third-party partners and search engines.

8. OWNERSHIP OF NON-ADVERTISER PROPERTY. Title and full ownership rights in and to the Advertising Services, together with any and all ideas, concepts, computer programs, and other technology supporting or otherwise relating to ClickXPosure’s operation of the ClickXPosure network and website(s) (collectively, the “ClickXPosure Materials”), shall remain at all times solely with ClickXPosure and/or with the respective outsourced service provider or author. Advertiser acknowledges that it has not acquired any ownership interest in the ClickXPosure Materials and will not acquire any ownership interest in the ClickXPosure Materials by reason of this Agreement.

9. YOUR SITE: You hereby acknowledge that ClickXPosure is not responsible for the maintenance of your website(s) nor is ClickXPosure responsible for order entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on your website(s). You further acknowledge that your site does not contain any ClickXPosure owned or licensed content, including but not limited to, any ClickXPosure search listings, except pursuant to a separate signed affiliate agreement with ClickXPosure.

10. ADVERTISER REPRESENTATIONS AND WARRANTIES: Advertiser represents and warrants to ClickXPosure that for the term of this Agreement:

• this Agreement constitutes a valid, binding, and enforceable agreement in accordance with its terms;
• information or data that Advertiser (including its agents or representatives) has provided or will provide for Advertising Services is and will be both accurate and complete to the best of Advertiser’s knowledge;
• Advertiser is the authorized owner or representative of the website(s) for which Advertising Services will be performed; and,
• Advertiser’s Web site will not violate any applicable law or regulation; does not infringe in any manner any third party rights, including, without limitation copyright, patent, trademark, trade secret, or other intellectual property right or right of privacy or publicity; is not false or misleading; has not and will not result in any consumer fraud, product liability, breach of contract, injury, damage, or harm of any kind to any person or entity; is not defamatory, libelous, slanderous, or threatening; is free of viruses; does not contain, promote, or offer any form of spyware, adware, or other advertising or information collection software; and/or does not3 contain, link to or promote any of the following: violence, hate crimes (whether racial or otherwise), illegal activities, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

11. ADVERTISER COVENANTS: Advertiser further agrees to perform as follows:

Advertiser will not hold ClickXPosure or its affiliates liable or responsible for the activities of visitors who come to Advertiser’s website(s) through Advertising Services.

Advertiser agrees that it is solely responsible for the development, maintenance, and operation of the Advertiser website(s) and for all content and other materials that appear on, and all visitors to, the Advertiser website(s) from time to time.

If Advertiser sells or promotes adult materials, alcohol or tobacco products, or other age restricted products and/or services, Advertiser will: (i) have age verification on its sites’ home page and in the sales process in compliance with all applicable laws and regulations; and (ii) shall not offer such products and/or services in jurisdictions in which they are prohibited or are in any way restricted.

12. ADVERTISER INDEMNIFICATION OBLIGATIONS: Advertiser agrees to indemnify, defend ,and hold harmless ClickXPosure, its distribution partners, its licensors and licensees, and affiliated companies, and any of their officers, directors, employees, representatives and agents, from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Advertising Services performed on behalf of Advertiser, Advertiser’s client’s website(s) or contents therein, Advertiser’s conduct, acts or omissions, or any alleged or proven breach by Advertiser of any term, condition, agreement, representation, or warranty herein, excluding any Claim that arises solely from the acts or omissions of ClickXPosure or its agents or employees. ClickXPosure will notify Advertiser of any claim, action, or demand for which indemnity is required in the reasonable opinion of ClickXPosure and will cooperate reasonably with Advertiser at Advertiser’s expense. At the election of ClickXPosure, Advertiser shall advance to ClickXPosure amounts in satisfaction of such Claim, which ClickXPosure may hold in escrow pending resolution of such Claim. The law firm Advertiser chooses to defend ClickXPosure must be experienced in defending similar claims and will be subject to ClickXPosure’s approval, which will not be unreasonably withheld. Advertiser may not settle any lawsuit or matter relating to the culpability or liability of ClickXPosure without the prior written consent of ClickXPosure. ClickXPosure will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, ClickXPosure shall have the right to set off any liability of Advertiser to ClickXPosure with respect to a Claim against any amounts held on deposit with ClickXPosure by Advertiser.

13. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER: Advertiser acknowledges and agrees that it will not hold ClickXPosure liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service or other unavailability of the Internet or website(s) in which the advertisements are published for whatever reason. ClickXPosure makes no representations or warranties relating to the results of Advertising Services, including without limitation, the number of impressions or click throughs and any promotional effect or return on investment thereof. As ClickXPosure relies on third parties for certain data, ClickXPosure makes no guarantees regarding the accuracy, reliability, or completeness of any usage statistics.

In no event shall ClickXPosure be responsible for any consequential, special, lost profits, or other damages arising under this Agreement. 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.

14. ADDITIONAL ASSISTANCE: In the event you request or purchase any additional assistance, which may include, without limitation, adding tracking codes or making other changes to your website(s), in connection with Advertising Service, you agree to provide ClickXPosure with access to perform the requested or purchased additional assistance. Advertiser acknowledges that any additional assistance provided by ClickXPosure is also subject to the limitations of liability in this Agreement.

15. SUCCESSORS AND ASSIGNS: Subject to the limitations set forth herein on assignment of this Agreement or the rights hereunder by Advertiser, all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

16. CHOICE OF LAW; EXCLUSIVE VENUE: This Agreement shall be construed in accordance with the laws of the state of Illinois, and the parties agree that should any dispute arise concerning this Agreement, venue shall be laid exclusively in a court of competent jurisdiction in Cook County, State of Illinois.

17. HEADINGS: Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

18. WAIVER: Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. No waiver of any breach or default of this Agreement by either party hereto shall be considered to be a waiver of any other breach of default of this Agreement.

19. ENTIRE UNDERSTANDING: This document and any exhibit, schedule, or other supplementary document attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

20. ATTORNEYS’ FEES: In the event a dispute arises between the parties hereto, then the prevailing party in such dispute, whether or not a final decision is ultimately rendered by the court, shall be entitled to receive its attorneys’ fees reimbursed from the non-prevailing party.

21. NO THIRD PARTY BENEFICIARIES: The covenants, undertakings, and agreements set forth in this Agreement are solely for the benefit of and enforceable by the Parties or their respective successors or permitted assigns.

22. SURVIVAL: The sections of this Agreement that address or govern matters or circumstances that could occur after termination of this Agreement shall be interpreted to survive any such termination.