Terms & Conditions


Dear user,
Read the terms and conditions of working with BizzClick Company!

Publisher Program Terms and Conditions


Before you can become a participant in the Bizzclick affiliate Program, you must first read and unconditionally agree to all of the following terms and conditions. Please read the following carefully. This document is a legal agreement ("Agreement") between Bizzclick, and you, the site owner ("Partner"). The Partner's participation in the Program is subject to all the terms, conditions, limitations and waivers below. The Partner acknowledges and agrees that by participating in the Program the Partner will be unconditionally bound by all the terms and conditions in this Agreement.

Participation In The Program


RECITALS


The parties wish to provide for a license to Partner to display Bizzclick's Paid Listings on the Partner Network sent by Bizzclick in response to search queries, ad requests based on site pages, and other ad calls or requests for listings made by Partner to Bizzclick.
NOW, therefore, for good and adequate consideration, the receipt of which is acknowledged, the parties agree as follows:
  1. DEFINITIONS
    • 1.1 A "Click" occurs when a bona fide Internet user (which excludes a robot, spider, software, scraper or other mechanical, artificial or fraudulent means, or a person who is not seeking to use the Partner Network for a legitimate web search, e.g., has been paid or otherwise motivated to click, as determined by Bizzclick's click filtering and tracking systems and others conditions pursuant to Section 3.3) clicks on a Listing and accesses the destination site.
    • 1.2 "Listing" means a link to a website that includes the display URL, a title, text that describes the site to which the listing links or encourages the user to visit the site, and may include a tracking URL.
    • 1.3 "Partner Network" means web sites which are owned or operated by Partner or are contractually part of Partner's syndication network.
    • 1.4 "Paid Listings" means the Bizzclick product that returns results containing paid Listings. The amount that an advertiser pays to Bizzclick influences (among other factors) the position in which the advertiser's listing appears in our Paid Listings.
    • 1.5 "Term" means the term of this Agreement.
  2. LICENSE
    • 2.1 License. Subject to the terms, limitations and conditions herein, Bizzclick hereby grants to Partner a non-exclusive license during the Term to display publicly, and allow third parties who operate sites on the Partner Network to display publicly Paid Listings in electronic form on the Partner Network. Partner and third parties who operate sites on the Partner Network may not display any Paid Listings via any of the distribution sources except those that are provided by BizzClick without Bizzclick's prior written, signed consent.
    • 2.2 Limitations on License. The license granted above is efficient subject to execution of the following restrictions by Bizzclick and sites in the Partner Network: (i) except as expressly permitted herein, Partner will not modify, add to, edit or delete the URLs, titles or reviews contained within any Paid Listings without Bizzclick's prior written approval; (ii) Partner will not display any Paid Listings on any obscene or illegal web sites, or in any manner that violates any applicable laws or regulations or the rights of any third party; and (iii) Partner will not display any Paid Listings, and use every reasonable effort not to allow any third parties to display any Paid Listings, via any form of adware, iFrame, spyware, e-mail or method that violates applicable laws.
    • 2.3 Zero Tolerance Policy. Bizzclick MAINTAINS A ZERO TOLERANCE POLICY AND WILL TERMINATE YOUR ACCOUNT IMMEDIATELY IF YOUR WEBSITE IS FOUND TO HAVE ANY OF THE FOLLOWING:
      • CHILDREN'S PORNOGRAPHIC MATERIAL.
      • SOFTWARE PIRATING OR ANY SITE THAT VIOLATES THIRD PARTY INTELLECTUAL PROPERTY RIGHTS (i.e. Warez).
      • MP3 SITES THAT DO NOT HAVE THE LEGAL RIGHT TO DISTRIBUTE MP3 FILES.
      • HACKING /PHREAKING OR ANY OTHER SITE INVADING THE RIGHTS OF COMPUTER USERS.
      • ANY MATERIAL WHICH IS THREATENING, ABUSIVE, HATEFUL, DEFAMATORY, LIBELOUS, SLANDEROUS, OR INJURIOUS TO THE REPUTATION OF ANY INDIVIDUAL OR ENTITY.
      • SPAMMING - THE PRACTICE OF SENDING UNSOLICITED EMAIL.
      • ANY ILLEGAL ACTIVITY.
      • ANY ACTIVITY THAT WE FEEL IS UNFIT FOR OUR ADVERTISERS.
    • 2.4 Display of Ads via Cookies or Downloadable Applications. The license granted above is conditioned on Partner's, and sites in the Partner Network's, observance of the following: a) if Partner displays or allows a third party to display Paid Listings via any "cookie" or application that is downloaded to a user's computer or browser, Partner represents and warrants that such cookie or application shall: (i) not gather any personally identifiable information (such as an individual's name, telephone number, e-mail address and/or street address) or financial information of the end user; and (ii) not gather any information about the web pages accessed by the computer on which it is installed; b) if Partner displays or allows a third party to display Paid Listings via any application that is downloaded to a user's computer or browser, Partner represents and warrants that such application shall (iii) only be installed after clear and conspicuous notice to the end user; (iv) only be installed after the end user's express and informed consent to installation; (v) allow for uninstallation that can be performed without undue effort or knowledge by the end user; (vi) allow for successful removal of such client-side application using the "Add/Remove Programs" functionality of Microsoft Windows (or similar on other OS); (vii) not re-install itself without the end user's express consent prior to each such re-installation; (viii) not install or allow the installation of any other programs not clearly and conspicuously disclosed to the end user, (ix) clearly display the Partner's privacy policy (or a link or other access to it); and (x) comply with all applicable laws and regulations. Partner agrees to provide Bizzclick with a copy of, and a license to use, any and all downloadable applications and all updates and upgrades thereto that Partner uses, or allows third parties to use, to display Paid Listings.
    • 2.5 Display of Ads on Partner Network. The license granted above is conditioned on Partner's, and sites in the Partner Network's, observance of the following: if Partner allows any third party to display Paid Listings, Partner shall: (1) enter into a legally binding contract with such third party that is no less restrictive than the terms, conditions, limitations and restrictions applicable to Partner under this Agreement, (2) monitor the activities of such third party on a regular basis to ensure compliance with the requirements herein, and (3) immediately terminate such third party's distribution of Paid Listings upon a determination that such third party is in material violation of any of the terms and conditions of such distribution agreement or upon request by Bizzclick to do so.
    • 2.6 Query Source Identification. For every ad call or other request for listings to Bizzclick , Partner shall clearly identify to Bizzclick the query source by providing the originating IP address of the user (not the server making the request), the User Agent of the user's browser and the HTTP referrer that indicates where the Listings are being displayed.
  3. PAYMENT TERMS.
    • 3.1 Cost Per Click. Subject to the terms and conditions hereof, for any given calendar month, Bizzclick will pay Partner a share of revenues from Bizzclick invoices or charges for all qualified Clicks on listings advertisements, as recorded by Bizzclick' system. For each Click, the initial share of revenue paid to Partner will be seventy-five (75) percent, or such other amount as mutually agreed to by Bizzclick and Partner, of the cost-per-click ("CPC") bid by Bizzclick for the corresponding keyword(s). Bizzclick maintains the right, in its sole discretion, to decrease the share of revenue paid to Partner for credit card fraud, advertising complaints, non-qualified clicks, poor traffic quality and similar items. Bizzclick will determine the CPC bid and include it in the Paid Listings feed sent in response to such request. Bizzclick will have sole discretion to decide the CPC bid for each Listing, and such CPC bid may change frequently. Partner may use the CPC bid included in the Paid Listings feed from Bizzclick solely for the purpose of ranking the Paid Listings and gauging payments from Bizzclick, but the parties agree that all CPC bid amounts submitted by Bizzclick are confidential information for internal use only, and shall not be posted on Partner's web pages or disclosed to any third parties. Bizzclick shall have no obligation to pay for clicks if Partner makes any material misrepresentations or if Partner violates the license terms.
    • 3.2 Reporting and Payment. Bizzclick will make its "Administrative panel of Bizzclick" available to Partner for preliminary daily reporting of clicks, and Partner acknowledges and agrees that (i) such reporting may not represent the number of qualified Clicks for which Bizzclick will pay Partner and (ii) it will control access to and maintain the confidentiality of its password for accessing the Partner Admin. 15 th and last day of each calendar month during the Term, Bizzclick will deliver payment pursuant to Section 3.1; provided, that Partner acknowledges and agrees to the Query Source Identification as described in section 2.6, above. For every request, without such information Bizzclick's ability to determine which clicks and ads are qualified or billable is impaired and thus Bizzclick may not pay Partner for the clicks and ads. Bizzclick reserves the right to deduct from payments made pursuant to Section 3.1, or otherwise recoup any amounts paid to Partner in prior months for non-qualified Clicks.
    • 3.3 Non-Qualified Clicks. Bizzclick shall have no obligation to pay for clicks which are non-qualified clicks as determined by its proprietary click filtering and tracking systems. Non-qualified clicks may come as a result of but are not limited to clicks (i) generated via automated crawlers, robots or click generating scripts, (ii) that an advertiser receives and rejects, (iii) automated redirects, and clicks that are required for users to navigate on the Partner Network, (iv) that are on expired, cached or over-budget ads, or (v) that come as a result of any incentive such as cash, credits or loyalty points. Bizzclick reserves the right to require Partner to provide server log files that include, but are not limited to, the daily number of clicks delivered to Bizzclick. In the event that Bizzclick determines in its sole discretion that Partner or any third party site in the Partner Network has delivered non-qualified clicks, or traffic that violates any material term of this Agreement, Bizzclick may, at its option, (1) immediately terminate this Agreement upon written notice to Partner, or (2) require Partner to immediately cease displaying, and allowing third party sites in the Partner Network to display, Paid Listings via any particular means, method, product, or third party distributor, and/or (3) not pay Partner for the non-qualified clicks.
    • 3.4 Personal Manager. Bizzclick will provide a designated Personal manager to Partner.
  4. PARTNER OBLIGATIONS.
    • 4.1 Implementation of Paid Listings. Within ten (10) days after the Effective Date Partner will begin querying Bizzclick's servers for Paid Listings and will implement and display Paid Listings provided by Bizzclick as set forth on Exhibit A.
    • 4.2 Attribution; Look and Feel. Partner should provide to Bizzclick on its written request Partner's web recourses displaying Paid Listings. The size and location aspects of such attribution shall meet requirements of the parties' mutual agreement. Other than as set forth herein, Partner shall control the look and feel of its search service.
  5. Bizzclick OBLIGATIONS.
    • Service Levels/Technical Support. Bizzclick will use commercially reasonable efforts to provide the Service Levels and Technical Support as specified in Exhibit B.
  6. PUBLICITY.
    • Bizzclick may issue a press release to announce the relationship contemplated by this Agreement without the prior written consent of Partner. Partner will not make any public statement, press release or other announcement relating to the terms or existence of this Agreement without the prior written approval of Bizzclick, such approval not to be unreasonably withheld, conditioned or delayed, provided that either party may make such disclosures as may be, in its reasonable opinion of counsel, advisable in order to comply with a subpoena or other legal process or with applicable laws, regulations or securities exchange rules.
  7. INTELLECTUAL PROPERTY OWNERSHIP.
    • 7.1 Proprietary Rights of Bizzclick. Bizzclick will retain all right, title and interest in and to the Paid Listings, the related databases, all data generated by Bizzclick's click tracking system and other performance measurement applications, and all associated intellectual property and proprietary rights worldwide (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers and information, algorithms, taxonomies, trade secrets and other intellectual property rights therein).
    • 7.2 Proprietary Rights of Partner. Other than the Paid Listings, Partner will retain all right, title, and interest in and to the Partner Network (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers, algorithms, taxonomies, trade secrets and other intellectual property rights therein), except, that is transmitted under this Agreement.
  8. TERM AND TERMINATION.
    • 8.1 Term. The term of this Agreement (the "Term") will begin on the Effective Date and will then automatically renew for successive one year periods, unless either party gives written notice to the other party of its intention not to renew at least 60 days prior to the end of the then-current term or renewal Term.
    • 8.2 Termination. Bizzclick may suspend performance and/or terminate this Agreement at any time without cause in its sole discretion upon ten (10) days' prior notice.
    • 8.3 Effect of Termination. Termination of this Agreement by either party will not act as a waiver of any breach of this Agreement and will not act as a release of either party hereto from any accrued liability (including payments as set forth in the section 10) or liability for breach of such party's obligations under this Agreement. Within forty-five (45) days following the expiration or termination of this Agreement, each party will pay to the other party all sums, if any, due and owing as of the date of expiration or termination, net of any amounts due from the other party as of such date. Upon the expiration or termination of this Agreement for whatever reason, each party shall immediately cease to use the other party's trademarks, proprietary information, Paid Listings, intellectual property (including derivative works or modifications thereof) and Confidential Information in any manner whatsoever, and shall destroy or return (at the option of the other party), any such property, or materials representing the same to the other party, and provide the other party with an officer's certificate attesting to such return/destruction. For the avoidance of doubt, upon termination or expiration of this Agreement, the license granted hereunder shall terminate and Partner and its agents shall immediately cease all use of the Paid Listings.
    • 8.4 Survival. The provisions of sections 1 and 6-12 (inclusive) will survive any termination or expiration of this Agreement for a period of three years.
  9. CONFIDENTIALITY.
    • 9.1 "Confidential Information" means information about the disclosing party's (or its suppliers') business, products, technologies, strategies, advertisers, financial information, operations or activities that is proprietary and confidential, including without limitation all business, financial, technical and other information disclosed by the disclosing party.
    • 9.2 Use of Confidential Information. Each party agrees (i) that it will not use or disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement or as required by a court of law or otherwise compelled to be disclosed pursuant to the legal process or existing laws or regulations, and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
  10. WARRANTY AND INDEMNITY.
    • 10.1 Warranties. Bizzclick warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, the Paid Listings provided to Partner in connection with this Agreement. Except as specifically provided herein, Bizzclick does not guarantee or make any representations or warranties whatsoever (i) with respect to the completeness of any listings or links or information accessed through such links or (ii) with respect to the content of the web sites accessed through the listings or links provided hereunder. Bizzclick DOES NOT WARRANT, REPRESENT OR GUARANTEE THAT THE USE OF ITS LISTINGS OR LINKS, OR ANY OTHER SERVICES PROVIDED IN CONNECTION WITH OR IN ADDITION TO THE FOREGOING WILL BE UNINTERRUPTED, UNDISRUPTED OR ERROR-FREE. Partner represents and warrants that its display of Paid Listings hereunder (including its allowing third parties to do so) does not and will not violate any term or condition of this Agreement.
    • 10.2 Indemnification. Each party will indemnify, defend and hold harmless the other party, its officers, directors and employees from any and all third party claims, liability, damages, expenses and/or costs (including, but not limited to, attorneys fees) arising from the other party's breach of any warranty, representation or covenant in this Agreement. Each party's obligation to indemnify is conditioned upon the other party providing prompt notification of any and all such claims, unless the failure to notify does not materially and adversely affect the defense. The indemnified party will reasonably cooperate with the indemnifying party in the defense and/or settlement thereof. The indemnified party may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim at the indemnified party's sole cost and expense.
    • 10.3 Disclaimer. Except as specified in this Agreement, neither party makes any warranty in connection with the subject matter of this Agreement and each party hereby disclaims any and all implied warranties, including all implied warranties of merchantability and fitness for a particular purpose regarding such subject matter.
  11. LIMITATION OF LIABILITY.
    • 11.1 Exclusion of Damages. In no event will either party be liable to the other for any special, incidental or consequential damages, whether based on breach of contract, tort (including negligence) or otherwise, whether or not that party has been advised of the possibility of such damage.
    • 11.2 Total Liability. Other than as a result of breach of section 2 or pursuant to the indemnification provisions hereof, in no event will either party be liable to the other for an amount in excess of the total amount paid to Partner hereunder.
  12. GENERAL.
    • 12.1 Assignment/Change of Control.
      Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld). In the event of a change of control, merger, reorganization or sale of all, or substantially all, of one party's assets to a third party, the other party may terminate the Agreement upon 10 days' prior written notice at any time after the closing of such transaction. For the purposes hereof, a "change of control" shall mean a transaction in which the shareholders of a party prior to the closing do not retain majority ownership of the party after the closing of such transaction.
    • 12.2 Governing Law/Venue.
      This Agreement will be governed by and construed in accordance with the laws of the United Kingdom, notwithstanding the actual state or country of residence or incorporation of the parties. The parties consent to the exclusive jurisdiction of the country United Kingdom Count for all actions arising out of or related to this Agreement.
    • 12.3 Pre-Litigation Negotiations.
      The Parties will use their commercially reasonable efforts to resolve any controversy or dispute arising out of or relating to this Agreement promptly by negotiations between the Parties prior to the commencement of formal legal proceedings. Consequently, the Parties agree to use the following alternative procedure prior to the commencement of any formal legal proceedings. At the written request of a Party, each Party shall appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The Parties intend for these negotiations to be conducted by non-lawyer business representatives. The discussions will be left to the discretion of the representatives. Upon agreement, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations will be treated as confidential information developed for purposes of settlement and therefore be deemed inadmissible in any litigation. In the event that one Party does not respond to the other Party's request for such negotiations within five (5) business days of such request, then the requesting Party may commence formal legal proceedings. Notwithstanding anything to the contrary, with respect to any dispute giving rise to a claim for injunctive relief, the provisions of this Section will apply only upon the written request of the Party possessing such claim, and such Party may elect to commence legal proceedings regarding such claim at any time (and nothing contained in this Agreement will be construed to require such Party to provide any notice thereof).
    • 12.4 Notices.
      Any notice or other communication to be given hereunder will be in writing and will be (as elected by the Party giving such notice): (i) personally delivered; (ii) transmitted by postage prepaid registered or certified mail, return receipt requested; (iii) deposited prepaid with a nationally recognized overnight courier service; or (iv) sent by facsimile. Unless otherwise provided herein, all notices will be deemed to have been duly given on:
      a) the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally or by courier; b) three (3) business days after the date of posting if transmitted by mail; c) if transmitted by facsimile, the date a confirmation of transmission is received. Either Party may change its address for purposes hereof on not less than three (3) business days prior notice to the other Party. Notices hereunder will be directed to, unless otherwise instructed by the receiving Party:

      If to Bizzclick :
      41 Duke Street
      Edinburgh
      EH6 8HH
      United Kingdom
      Attn: Head of Business Development Department
      Phone: +441312048700, ext 101.

    • 12.5 Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages and governmental restrictions.
    • 12.6 Severability. In the event that any of the provisions of this Agreement are held by to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect.
    • 12.7 Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and terminating any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
    • 12.8 Independent Contractors. The parties are independent contractors and not co-venturers. Neither party shall be deemed to be an employee, agent, or legal representative of the other party hereto for any purpose and neither party hereto shall have any right, power or authority to create any obligation or responsibility on behalf of the other party hereto nor shall this be deemed an exclusive or fiduciary relationship. This Agreement will not be construed to create or imply any partnership, agency or joint venture.
  13. Exhibit A. IMPLEMENTATION

    The following Sections 1-7 apply to the distribution of Paid Listings on the Partner Network.

    1. Display of Paid Listings. Partner will make or refer search queries, ad requests based on site pages, and other ad calls or requests for listings to Bizzclick's servers. If any Paid Listings are returned by Bizzclick's servers in response to such requests, such Paid Listings will be displayed on the Partner Network. Partner will not display or allow any third party in the Partner Network to display any CPC or price-related data that would allow users to determine the price paid by advertisers in connection with Paid Listings. Partner will cooperate with Bizzclick to allow Bizzclick to track Clicks on Paid Listings displayed on the Partner Networks, including the use of redirects, tracking URLs or other methods as reasonably requested by Bizzclick. Other than as set forth herein, Partner shall be solely and exclusively responsible for the design, development, operation and maintenance of his web resources within the Partner Network and for all advertising, sponsorship or other use of the media contained therein. Partner will implement the Paid Listings within ten (10) days of the Effective Date, such implementation to be verified by Bizzclick recording at least one Click attributable to the Partner Network.

    2. Partner Display Ordering; De-duplicating. In the event that Partner decides to change the method by which it determines the ranking of its Paid Listings, Partner will provide to Bizzclick thirty (30) days prior written notice of such change. Partner further represents that, to the extent it displays its own or other third party listings on the Partner Network in addition to the Paid Listings, if any such listing is duplicative with any Paid Listing, Partner will decide whether to show such listing or the Paid Listing on the basis of which one carries the higher CPC.

    3. Position in Paid Listings. If Partner sorts, ranks and delivers listings on the Partner Network based on CPC amounts, a) Partner must deliver Bizzclick's Paid Listings above or in a more favorable position than (i) any other listing with the same CPC and (ii) the listing with the next lowest CPC; and b) Partner will in no way manipulate the Paid Listings to deliver Bizzclick's Paid Listings in a position below or less favorable than listings with CPCs lower than the Paid Listings.

    4. CPC Bid. To optimize CPC bid pricing, Bizzclick may designate Partner ad calls/requests to be directed to certain of its servers, and Partner shall follow such designations as they are provided to Partner.

    5. Traffic Volume and Increases. Partner will provide Bizzclick with 3 days prior written notice before launching with new affiliates or traffic sources that will, in Partner's reasonable opinion, increase the number of Partner queries more them of 50% over then-current levels or 500,000 queries per day. Bizzclick will have no obligation to pay for Clicks for which a timely notice is not provided under this section.

    6. Blocking Distribution. Bizzclick may request that Partner block distribution of Paid Listings to a specified list of sources (keywords, portions of Partner Network, sites and/or IP addresses) or via any distribution method deemed questionable by Bizzclick . Bizzclick also reserves the right to make a written request to Partner for it to block specific Paid Listings for display to specific domains. Once Bizzclick makes this request, Bizzclick is not obligated to pay Partner for any clicks from such domain(s). If Partner identifies the domain that the query originates from to Bizzclick , then Bizzclick may perform this blocking. Bizzclick reserves the right to ask Partner to block any international traffic, including international queries and clicks, for international users and listings appearing on international sites. Bizzclick also reserves the right to ask Partner to block all adult-related traffic, including adult queries and clicks generated as a result of these adult queries. Bizzclick may update the list of prohibited distribution partners or sources from time to time, in its sole discretion. All sources contained within the list must be blocked from distribution by Partner as soon as practicable after, but in any event within 5 business days from receipt of notice from Bizzclick . Bizzclick shall have no obligation to pay Partner for qualified Clicks on Paid Listings after Bizzclick makes the relevant request to block distribution.

    Exhibit B. Service Levels

    1. Below is the level of service to be supplied by Bizzclick in connection with Bizzclick 's provision of Paid Listings (the "Service"). The Service to be provided to Partner shall consist of a feed of Paid Listings as defined in the Agreement.

    2. Partner Implementation Guide. Following the execution of this Agreement, Bizzclick will provide Partner with a partner implementation guide to assist in the process of implementing the technical aspects of the Service. The parties will use commercially reasonable efforts to abide by the procedures and steps set forth in the guide.

    3. Service Integration Technical Assistance. During the Term, Bizzclick agrees to provide a designated technical account manager during normal business hours (9am – 6pm GMT +0.00) to Partner to assist in the effective integration of the Service onto the Partner's site. In no event will such support exceed five (5) hours per month, and all such support will be provided during business hours. The parties agree that the Service is provided in a standard format and is well documented. Bizzclick will not provide technical assistance relating to on-site server configuration or programming.

    4. Service Uptime. The Service will be available 24 hours/day, 7 days/week. Scheduled downtime will be communicated to partners with 5 business days notice. The Service is guaranteed to be up 99.5% of the time as measured weekly and 99.8% of the time as measured monthly, excluding scheduled downtime. Should Bizzclick determine that a reconfiguration of the Service is required, such as major software version changes, changes in hosting facilities or other network reconfiguration; Bizzclick will provide Partner with 30-day notice of such change, and will work in good faith to minimize any Service outages.

    5. Quality Criteria. Bizzclick will use commercially reasonable efforts to ensure that the Paid Listings returned by the Service shall not contain more than 3% Inactive Links out of any random sample of 10,000+ queries. "Inactive Links" shall be defined as any link provide by the Service which, when clicked, does not result in the user receiving a web page within 60 seconds at least 3 out of 5 times in any 1 week period.

    Advertiser Terms and Conditions

     The Bizzclick advertising program allows advertisers to list their websites in the search results generated by Bizzclick and/or its affiliates in response to a search term corresponding to the subject of the search listing. Advertisers choose keywords that are relevant to their websites while selecting the precise amount they wish to pay when consumers click on their listings. Site listings on Bizzclick are ranked and determined according to the highest bidders. Signing up for the Bizzclick advertising program does not guarantee that any or all of the search terms submitted will be accepted by Bizzclick or that such search terms will generate any traffic to Advertiser's site. Bizzclick reserves the right to reject and/or remove any search terms submitted by Advertisers.

    INTRODUCTION


     Bizzclick LLP, a United Kingdom company will provide the Advertiser with access to the "Bizzclick" pay-per-click search engine subject to "the Advertiser's" compliance with the terms and conditions contained in this "Agreement." Please read these Terms and Conditions carefully prior to signing up for an Bizzclick account. This Agreement is subject to change by Bizzclick at any time. By enrolling as an Advertiser with Bizzclick, Advertiser agrees to be bound by these terms and conditions.

    1. USE


     Bizzclick, for purposes of this Agreement, is the process provider for Web Users interested in a desired subject; and Advertisers who bid for related keywords or categories. When these related keywords or categories generally produce a result that contains Advertiser's listings that match users interests the Web User may be redirected to the advertiser's website. These results may be viewed at Bizzclick's website as well as third-party publisher websites of Bizzclick. Third-party publishers may include but are not limited to search, domain, email, contextual, and display web content. Bizzclick does not represent or warrant the quality of traffic delivered to advertiser nor if any listing or how much of a listing will be displayed across the network. Additionally, the format of your advertisement may vary and Bizzclick makes no representations as to the format of your advertisement. For example purposes, and without limitation to other examples that may apply, when a Web User clicks on a travel link from a participating publisher's website that may be displaying the advertiser's travel related ad or a generic travel ad, the Web User may or may not be redirected to the travel keyword advertiser's website.

    2. PAYMENT


     Bizzclick requires payment in advance for all Advertiser accounts. Advertisers must fund their accounts with at least $10 in order to activate their accounts. Only accounts with positive balances of at least as much as the Advertiser's lowest keyword bid shall remain active in our database. All accounts that fall below this funding requirement shall be placed on hold, and all listings shall be removed, until the account is funded. Advertiser agrees to pay all applicable charges to the account with respect to the payment method selected in accordance with billing terms in effect at the time the fee becomes payable. Advertiser understands and agrees that the account will be charged for all clicks on Advertiser's search listing advertisements and that Bizzclick is not responsible for the maintenance of Advertiser's website.

    3. TRACKING


     All payments will be made based on clicks and revenue generated as determined by Bizzclick's tracking.

    4. TERMINATION


     Advertiser may suspend or cancel participation in the Bizzclick advertising program by written notice to Bizzclick. Following such notice, Advertiser will be entitled to receive a refund for all amounts not yet charged to account. However, initial $10 deposit is non-refundable. Bizzclick may cancel Advertiser's participation in the Advertising program at any time for any or no reason. Bizzclick reserves the right to cancel the advertising program at any time. In the event this Agreement is terminated as a result of Advertiser breach of this Agreement, Advertiser acknowledge that Bizzclick shall be under no obligation to refund to you any pre-paid or unused portions of Advertiser budget. Upon cancellation of any ad or termination of this Agreement for any reason, Advertiser shall remain liable for any amount due for clicks already delivered or for clicks on any ads through the date such cancellation or termination takes effect.

    5. OWNERSHIP OF INTELLECTUAL PROPERTY


     Bizzclick retains all right, title and interest in and to its trademarks, service marks, trade names, service names, logos and copyrights, as well as its content and technology worldwide ("Intellectual Property"). By entering into this Agreement, Advertiser acknowledges that such Intellectual Property is the exclusive property of Bizzclick and that all usage of such marks and any goodwill established by the use of such marks shall inure to the benefit of Bizzclick and that this Agreement does not confer any goodwill or other interests in such marks to Advertiser. Advertiser shall not adopt or attempt to register any Intellectual Property that is confusingly similar to Bizzclick's Intellectual Property. Bizzclick is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Bizzclick without compensation and for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products and services using such information.

    6. INDEMNIFICATION OBLIGATIONS


     Advertiser agrees to indemnify and hold Bizzclick and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation reasonable attorney fees) resulting from claims or actions arising out of or in connection with (i) Advertiser's participation in the Bizzclick Advertising program, (ii) Advertiser's websites or any links from Advertiser's websites (iii) any libel, defamation, 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 Advertiser's websites (iv) any breach by Advertiser of any duty, representation, warranty under any Agreement with Bizzclick, or (v) relating to a contaminated file, virus, worm, or Trojan horse emanating from Advertiser's websites. Advertisers are solely responsible for defending any claim, and for payment of damages or losses resulting from the foregoing to both a third party and to Bizzclick.

    7. RIGHT TO REJECT


     All requested URL links, search terms and descriptions are subject to Bizzclick's approval. Bizzclick reserves the right to reject, cancel or remove any URL link, search terms and descriptions at any time for any reason whatsoever.

    8. RELEVANCY


     Advertisers may only submit search terms and descriptions to Bizzclick's advertising program that are relevant to submitted websites or to those web pages contained in websites. If any information provided on Advertiser's websites is changed, search terms and descriptions must be updated to be both current and accurate. All search terms and descriptions submitted are subject to relevancy review by Bizzclick, and are subject to removal or rejection.

    9. SEARCH LISTINGS


     Bizzclick does not guarantee that Advertiser's search listings will be available or displayed and Bizzclick reserves the right to not place Advertiser's search listings within any search results list generated in connection with the Bizzclick advertising program. The format of Advertiser's search listings may vary and Bizzclick makes no representations as to the format of search listings. In all cases information for the search listing must be submitted in the form requested by Bizzclick.

    10. TRANSFER OF RIGHTS


     Advertiser's registration with Bizzclick is for sole, personal, and exclusive use. Advertisers may not authorize others to use the Bizzclick account, and may not assign or otherwise transfer the account to any other person or entity. Advertisers shall not, under any circumstances, have the right to transfer or assign the account, any personal identification numbers or password to any other person or party. Any such attempted transfer or assignment shall be void and shall constitute a material breach of this agreement on Advertiser's part. In addition, Advertisers must promptly inform Bizzclick of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of Advertiser's account, personal identification number or password.

    11. ADVERTISER'S RIGHTS AND RESPONSIBILITIES


     Advertiser may submit material for search listing advertisements by logging into his/her account from our homepage. Bizzclick reserves the right to reject or remove any search listing advertisement at its discretion. Advertiser represents and warrants that the search listing advertisement, in itself or through the site it links to, (i) does not violate any law or regulation; (ii) does not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (iii) does not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or had not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (iv) is not false or misleading; and/or (v) is neither defamatory, libelous, slanderous or threatening.

    Advertising and Creative Guidelines


     Ads for the following products and services – or containing the following content – must comply with these guidelines. Contact the Legal Department if you have any questions.

    Business Opportunities:


    These include offers for work-at-home, vending machines, display racks, pay phones, "get rich quick," day trading and medical billing opportunities. The ad will be canceled upon the first consumer complaint. In addition, the ad must not:
    • Promise good pay in a short period of time with little effort.
    • Make high earnings claims.
    • Tout an atypical result without informing consumers that the result is not typical.

    Children Under 18 – Ads Targeting


    The ad must not:
    • Contain children's pornography.

    Credit Offers


    The ad must not:
    • Offer extremely low rates or payments.
    • Promise that it can get consumers the lowest rates available.
    • Offer loans for free, at no cost or without fees.
    • Promise success in obtaining a loan for a consumer, in exchange for an advance fee.
    For ads promoting mortgages and refinances, the ad must clearly disclose the items below, if the ad includes: (1) the amount of any payment; (2) the number of payments or period of repayment; (3) the amount of any finance charge; or (4) the amount of any down payment:
    • the amount of any down payment;
    • the length of the loan and the amount of each payment; and
    • the annual percentage rate.

    Dietary Supplements


     These include vitamins, minerals, amino acids, enzymes, herbs and animal extracts. The ad must not promote: ephedra (ma huang), chaparral, comfrey, lobelia, germanda, L-tryptophan, willow bark, germanium; listings of any dietary supplements should pay respect to and strictly fallow laws and regulations of the countries the ads will be displayed and targeted on. The ad must not claim that the product:
    • Can cure or treat a disease, including (but not limited to) cancer, AIDS, AD/HD, Alzheimer's, tumours, insomnia, arthritis or impotency;
    • Can cure a wide range of ailments.
    • Is a natural or safe alternative to prescription drugs.

    E-mail Promoters


     The advertiser must certify that it complies with the CAN SPAM Act.

    "Free" Offers


    The ad must clearly disclose:
    • Any required purchase.
    • Any other important conditions on receiving the "free" item. If these non-purchase conditions appear by link or on the landing page, the ad must clearly state "conditions apply."
    Illegal Products
    Ads for products that assist a person in breaking the law are not acceptable. This would include, for example, an ad for a product that could help someone pass a drug test.
    Hate
    Ads for any group that is involved in hate speech or acts are not acceptable.
    Health or Safety Claims
    The ad must not:
    • Make claims touching on health or safety that are too good to be true.
    • Make claims that could reasonably involve a risk to health or safety.
    The ad must:
    • Include information about any significant risks associated with the product.

    Online Pharmacies:


    • The promotion, sale, import, export, and distribution of medical products, including drugs, medical devices, and biologics, is strictly regulated by international, federal and state laws and regulations. If you are an advertiser of such products, by participating in the Program, You represent that you fully comply with all international, federal and state laws and regulations governing such products.

    Software


    Ads for "spyware" (adware) are not acceptable. We define "spyware" as software that merely displays advertising. Ads for a product that is downloaded onto the user's machine are acceptable only if:
    • The download begins only after the user clicks through to the advertiser's website (i.e., no automatic downloads);
    • The user is required to affirmatively agree to the download in order for it to begin;
    • Prior to agreeing to the download, the user is clearly told: (1) exactly what product(s) will be installed; and (2) exactly how the downloaded product(s) will function, including what personal information, if any, it/they will collect and/or use.

    12. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER


     The Advertiser expressly agrees that the use of Bizzclick is at the Advertiser's own risk. Bizzclick is available on an "as is" basis, without warranty of any kind, express or implied. Neither Bizzclick nor any of its licensors, employees, agents, consultants or contractors, makes any warranty or representation whatsoever regarding Bizzclick, any information, services or products provided or available through or in connection with Bizzclick or any results obtained through the use thereof. Bizzclick hereby disclaims on behalf of itself and all information providers, licensors and/or licensees of any and all warranties including, without limitation: any warranties as to the availability, accuracy or content of Bizzclick and/or information, products or services available through Bizzclick; and any warranties of title or warranties of merchantability or fitness for a particular purpose. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to the Advertiser. This limited warranty gives the Advertiser specific legal rights, and the Advertiser may also have other rights, which may vary from state to state. Any liability of Bizzclick, its information providers, licensors, licensees, employees, agents, consultants or contractors, including, without limitation, any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, defect, failure of delivery of merchandise or information, delay in operation or transmission, computer virus, communications line failure, theft or destruction or unauthorized access to, alteration of, or unlawful use of Bizzclick 's records, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action, shall be strictly limited to the amount already paid to Bizzclick, its information providers, licensors, licensees, employees, agents, consultants or contractors, be liable for any indirect, special, incidental, or consequential damages, arising out of the use or inability to use Bizzclick and/or the sites linked to Bizzclick or for any breach of warranty. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to the Advertiser. The Advertiser agrees that Bizzclick will not be held responsible for the selection or retention of, or any acts, errors, or omissions by, any third party in connection with Bizzclick and/or sites linked to Bizzclick, including, without limitation, those with whom Bizzclick contracts to operate various portions of Bizzclick and those to whom Bizzclick provides links to for content, advertising or any other type of data or information. Advertiser acknowledge that Bizzclick has entered into this Agreement relying on the limitations of liability stated herein and that Bizzclick would not offer you the Service without those limitations, which are an essential basis of the bargain.

    13. CANCELLATION OR TERMINATION


     If Advertiser is dissatisfied with Bizzclick or the terms and conditions herein, Advertiser's sole and exclusive remedy is to terminate the account. Accounts may be cancelled at any time by submitting an application to LiveChat or sending an email to customersupport@bizzclick.com. Bizzclick may, in its sole discretion, terminate Advertiser's account, and discontinue the advertising account, or use of any search term if Bizzclick believes that Advertiser has violated this Agreement or other policies or guidelines that Bizzclick may post on bizzclick.com. Bizzclick can also terminate advertising accounts if Bizzclick believes Advertiser's conduct is harmful to other consumers and advertisers who participate in Bizzclick. All decisions made by Bizzclick in this matter will be final.

    14. CHOICE OF LAW


     This Agreement will be governed by and construed in accordance with the laws of the United Kingdom, notwithstanding the actual state or country of residence or incorporation of the parties. The parties consent to the exclusive jurisdiction of the country United Kingdom Count for all actions arising out of or related to this Agreement.

    15. APPROVAL


    Bizzclick, in its sole discretion, may not approve an Advertiser's listing to the search results. No reason is required to be given to the Advertiser why their advertisement has or has not been approved. All decisions made by Bizzclick in this matter will be final.

    16. LANGUAGE OF THE AGREEMENT


     The Agreement is drawn up and signed in English and Russian languages. In case of a discrepancy between editions of the text in English and in Russian — edition of the text in English shall prevail the edition of the text in Russian.

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