Introduction. This Agreement between
you and OhioBiz, Inc. ("OhioBiz") consists of these OhioBiz Text Ads
Standard Terms and Conditions ("Terms and Conditions"), the OhioBiz Text Ads Program Overview (the
"Program"), which may be revised periodically, and
the terms of any advertising campaign you submit or modify. "You" or
"Advertiser" means the entity identified in this enrollment form, and/or any
agency acting on its behalf, which shall also be bound by the terms of this
Agreement. Please read very carefully these Terms and Conditions, the Editorial
Guidelines, and the Program Overview.
Uses. You agree that your ad(s) may be placed on
OhioBiz (a "OhioBiz Web Site"). Unless otherwise agreed to in
writing by OhioBiz, any ads may be modified without your consent to comply with
any policy of OhioBiz. OhioBiz reserves the right to, and in
its sole discretion may, at any time review, reject, modify, or remove any ad. No liability of
OhioBiz shall result from any such decision.
OhioBiz Text Ads
Program Overview and Editorial Guidelines. These contain many important
policies and procedures. OhioBiz may modify these documents at any time upon notice
published on OhioBiz's Web Site.
Parties' Responsibilities. You are responsible for
knowing the contents of the Program Overview and the Editorial Guidelines. You are solely responsible for the selection
of all "Targets" (any keyword, category, and other targeting
mechanism), and for the content of your ads, including URL links. OhioBiz is
not responsible for anything regarding your Web site(s) including, but not
limited to, maintenance of your Web site(s), order entry, customer service,
payment processing, shipping, cancellations or returns.
Prohibited Uses. OhioBiz strictly prohibits using
the OhioBiz Web Site (i) to generate fraudulent
impressions of or fraudulent clicks on Advertiser's ad(s), including but not limited to using robots or other automated query
tools and/or computer generated search requests, and/or the fraudulent use of
other search engine optimization services and/or software; (ii) to advertise
substances, services, products or materials that are illegal in any state or
country where the ad is displayed; (iii) in any way that violates any policy
posted on the OhioBiz Web Site, as revised from time to time; or (iv) to engage
in any other illegal or fraudulent business practice under the laws of any
state or country where the ad is displayed. You may not include links to any
Web site(s) as part of your ad, unless the content found at such site(s) is
relevant to your Target(s). You may not run multiple ads linking to the same
or similar site on the same search results page. Violation of these policies
may result in immediate termination of this Agreement, and may subject you to
state and federal penalties and other legal consequences. Also, advertising
and linking to any pornographic site is strictly prohibited and if found will
be promptly deleted from OhioBiz.
Termination; Cancellation.
OhioBiz may at any time,
in its sole discretion, terminate the Program, terminate this Agreement, or
cancel any ad(s) or your use of any Target. OhioBiz will notify you via email
of any such termination or cancellation, which shall be effective immediately.
You may cancel any ad and/or terminate this Agreement with or without cause
within 72 hours of initial order placement. All orders will be processed after
the initial 72-hour period and will be non-refundable. Cancelled ads will be discontinued within 24 hours of notice
received via email or written notification. Termination of your account
shall be effective when OhioBiz receives your notice. Upon termination for any reason, (i) you shall remain liable for any
amount due for ads already delivered, and (ii)
Sections 2 and 4 through 14 shall survive termination.
Confidentiality. Each party agrees not to disclose
Confidential Information of the other party without prior written consent
except as provided herein. "Confidential Information" includes (i) ads, prior
to publication, (ii) submissions or modifications relating to any advertising
campaign, (iii) click-through rates or other statistics (except in an
aggregated form that includes no identifiable information about you), and (iv)
any other information designated in writing as "Confidential." It does not
include information that has become publicly known through no breach by a
party, or has been (i) independently developed without access to the other
party's Confidential Information; (ii) rightfully received from a third party;
or (iii) required to be disclosed by law or by a governmental authority.
No Guarantee. OhioBiz makes no guarantee regarding
the levels of impressions or clicks for any ad on its site. OhioBiz may offer the same Target to more than one advertiser. You
may not receive any impressions for your ad(s) if for a given Target there are
more advertisers than available display positions. Presently, there are a
maximum of 5 display positions per OhioBiz search category and per keyword /
keyword phrase target.
No Warranty. OHIOBIZ MAKES NO WARRANTY, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER
SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF
NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
Limitations of Liability; Force Majeure. In no
event shall OhioBiz be liable for any act or omission, or any
event directly or indirectly resulting from any act or omission of Advertiser, or any third parties (if any). EXCEPT FOR THE PARTIES'
INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT
SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL,
SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT,
TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY AND (ii) OHIOBIZ'S AGGREGATE LIABILITY TO
ADVERTISER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO
OHIOBIZ BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM. Each party
acknowledges that the other party has entered into this Agreement relying on
the limitations of liability stated herein and that those limitations are an
essential basis of the bargain between the parties. Without limiting the
foregoing and except for payment obligations, 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 or acts of terrorism, earthquake or other acts of God, labor
conditions, and power failures.
Payment. You agree to pay all applicable charges
under this Agreement, including any applicable taxes or charges imposed by any
government entity, and that OhioBiz may change its minimum pricing at any time,
as reflected in the Program Overview. If you dispute any charge made under the Program,
you must notify OhioBiz in writing within sixty (60) days of any such charge;
failure to so notify OhioBiz shall result in the waiver by you of any claim
relating to any such disputed charge. Charges shall be calculated solely based
on records maintained by OhioBiz. No other measurements or statistics of any
kind shall be accepted by OhioBiz or have any effect under this Agreement.
Representations and Warranties. You represent and
warrant that (a) all of the information provided by you to OhioBiz to enroll in
the Program is correct and current; (b) you hold all rights to permit OhioBiz to use, reproduce, display, transmit and distribute ("Use")
your ad(s); and (c) OhioBiz's Use, your Target(s), and any
site(s) linked to, and products or services to which users are directed, will
not, in any state or country where the ad is displayed (i) violate any
criminal laws or third party rights giving rise to civil liability, including
but not limited to trademark rights or rights relating to the performance of
music; or (ii) encourage conduct that would violate any criminal or civil law.
You further represent and warrant that any Web site linked to your ad(s) (i)
complies with all laws and regulations in any state or country where the ad is
displayed; (ii) does not breach and has not breached any duty toward or rights
of any person or entity including, without limitation, rights of publicity or
privacy, or rights or duties under consumer protection, product liability,
tort, or contract theories; and (iii) is not false, misleading, defamatory,
libelous, slanderous or threatening.
Your Obligation to Indemnify. You agree to
indemnify, defend and hold OhioBiz, its agents, affiliates, subsidiaries,
directors, officers, employees, and applicable third parties ("Indemnified Person(s)") harmless from and against any and all third party
claims, liability, loss, and expense (including damage awards, settlement
amounts, and reasonable legal fees), brought against any Indemnified
Person(s), arising out of, related to or which may arise from your use of the
Program, your Web site, and/or your breach of any term of this Agreement.
Information Rights. OhioBiz may retain and use for
its own purposes all information you provide, including but not limited to
Targets, URLs, the content of ads, and contact and billing information.
OhioBiz
may share aggregate (i.e., not personally identifiable) information about you
with advertisers, sponsors,
and other third parties.
Miscellaneous. Any decision made by OhioBiz under
this Agreement shall be final. OhioBiz shall have no liability for any such
decision. You will be responsible for all reasonable expenses (including
attorneys' fees) incurred by OhioBiz in collecting unpaid amounts under this
Agreement. This Agreement shall be governed by the laws of Ohio, except
for its conflicts of laws principles. Any dispute or claim arising out of or
in connection with this Agreement shall be adjudicated in Cuyahoga County,
Ohio. This constitutes the entire agreement between the parties with
respect to the subject matter hereof. Any modifications to this Agreement must
be made in a writing executed by both parties. The waiver of any breach or
default of this Agreement will not constitute a waiver of any subsequent
breach or default. If any provision herein is held unenforceable, then such
provision will be modified to reflect the parties' intention, and the
remaining provisions of this Agreement will remain in full force and effect.
Advertiser may not resell, assign, or transfer any of its rights hereunder.
Any such attempt may result in termination of this Agreement, without
liability to OhioBiz. This Agreement shall be construed as if both parties jointly
wrote it.
