Terms of Service

Thank you for choosing our web site tools as a means to improve your web site on the search engines and to use our Paid Search Manager and other paid search services to create, manage and monitor “cost per click”, Paid Inclusion or other Search Engine Marketing campaigns. We look forward to doing business with you and hope you find our services valuable.

Web site Terms of Use
Last Revised: 2.02.06 12:00 am

Welcome to our Web site. The following terms and conditions (the "Terms of Use") govern your use of this Web site and any services that are offered here. By using this site or the services provided thereon, you agree to be, and are, bound by these Terms of Use. These Terms of Use may be updated from time to time, so please check back frequently. You acknowledge and agree that your continued use of this web site or service after any such update signifies your acceptance of such modified Terms of Use. Because this is a legal agreement between you and the *providing company, please print out and retain a copy for your records. If you do not agree to these Terms of Use, you are not authorized to access or use this site or the services provided here.

1.      OWNERSHIP

The trademarks, logos, and service marks displayed on this web site (collectively, the "Marks") belong the providing company and Partners. Providing company and Partners retain all rights to trade marks and nothing in these Terms of Use grants you or anyone else any right whatsoever to the use of the Marks. You may not use, reproduce, or display any Marks without their owner's prior written consent.

Unless expressly stated on the Providing company Web site, you should assume that all content, images, and materials appearing on this Web site (collectively, the "Content") are the sole property of Providing company. Both U.S. and international copyright laws and treaties protect such Content. You may not use, reproduce, display, or sell any Content without the Providing company's prior written consent. You may not link to any page within our Web site or frame any portion of the site without Providing company's prior written consent.

2.      TERMINATION OF SERVICES/WEB SITE

Providing company may modify or discontinue its Web site or the services it provides at any time, and for any reason, with or without notice to you. Providing company will not be liable to you or any third party as a result of such modification or discontinuation of any Web site or services. The provisions of these Terms of Use will survive any termination of this Web site or any services provided by Providing company.

3.      DISCLAIMER

You acknowledge and agree that your use of our Web site and the services we offer is at your own risk. Without limiting any other provision contained in these Terms of Use, everything on the Web site and the services we offer are provided to you "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. PROVIDING COMPANY HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. PROVIDING COMPANY MAKES NO WARRANTIES THAT THE MATERIAL CONTAINED ON THE PROVIDING COMPANY WEB SITE IS ACCURATE OR COMPLETE, OR THAT THE PROVIDING COMPANY WEB SITE OR SERVICES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION, OR WILL BE SUITABLE FOR YOUR NEEDS OR INTENDED APPLICATIONS.

4.      LINKS

Our Web site may contain links to other Internet Web sites or resources. You acknowledge and agree that the Providing company is not responsible or liable in any way for (i) the availability or accuracy of such sites or resources, or (ii) the content, advertising, or products on or available from such sites or resources. The inclusion of any link on our Web site does not imply that Providing company endorses any of the linked sites. You use the links at your own risk.

5.      REGISTRATION AND ACCOUNT USE

You agree that any information you provide in response to the Providing company's registration and other forms will be true, accurate, current and complete and you have the authority to provide such information. In particular, you agree not to misrepresent your identity to Providing company. By submitting any information to Providing company, you grant Providing company the right to use this information to provide any services you request and for any other purpose that is consistent with our privacy policy, which policy is set forth in our site.

If you become a registered user of our site or services, you will receive a password for accessing your account information. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur using your password or account. Please notify us immediately of any unauthorized use of your password or account or any other breach of security. Providing company will not be liable for any loss that you may incur as a result of any third party's use of your password or account, either with or without your knowledge. You may not use anyone else's password at any time.

6.      LIMITATION OF LIABILITY

If you do not agree with our Terms of Use, or if you are not satisfied with our Web site or any of the services that Providing company provides, your sole remedy is to discontinue your use of the Providing company Web site and services. PROVIDING COMPANY WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT , INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, RELATING TO OR ARISING OUT OF YOUR USE, MISUSE, CHANGES TO, INACCESSIBILITY OR INABILITY TO USE THE PROVIDING COMPANY WEB SITES OR SERVICES, THE PROVIDING COMPANIES SOFTWARE, ANY DATA, OR PAID SEARCH ENGINE WEB SITE OR INTERFACE; OR THE UNAUTHORIZED ACCESS TO, FAILURE, DELAY OR ALTERATION OF ANY DATA OR TRANSMISSION; ANY DATA STORED, SENT OR RECEIVED OR NOT STORED,SENT OR RECEIVED; ANY AGREEMENT OR TRANSACTION ENTERED INTO AS A RESULT OF YOUR USE OF THE WEB SITES OR SERVICES OR THROUGH THE WEB SITES AND SERVICES; ANY DATA FROM A THIRD PERSON ACCESSED ON OR THROUGH THE WEB SITES OR SERVICES WHETHER YOUR CLAIM MIGHT BE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROVIDING COMPANY HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGE. YOUR ACCEPTANCE OF THIS LIMITATION OF LIABILITY IS AN EXPRESS PRECONDITION TO YOUR USE OF PROVIDING COMPANY'S WEB SITES AND SERVICES.

SOME JURSIDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU.

7.      INDEMNITY

You agree to defend, indemnify, and hold harmless Providing company, its officers, directors, employees, agents, and partners, from and against any third-party claims, actions, demands, liabilities, expenses, and costs, including without limitation reasonable legal and accounting fees, arising from or related to your use of the Providing company Web site, your violation of these Terms of Use, or your violation of any laws, regulations, or third-party rights.

8.      MODIFICATIONS TO TERMS OF USE

No modification to these Terms of Use will be effective unless: (a) posted by Providing company in the section of Providing company's Web site; or (b) expressly agreed to in writing on Providing company's letterhead and signed by an executive vice president or higher-level officer of Providing company. Any modification posted on this site will become effective immediately, and your continued use of Providing companies Web sites or the services it offers will signify your acceptance of such modified terms.

9.      GENERAL PROVISIONS

These terms will be governed by and construed solely in accordance with the laws of the United States and the State of Oregon, excluding that body of law governing conflict of laws. Both you and Providing company agree that any legal action or proceeding relating to or arising out of these Terms of Use or your use of Providing company's Web site or services will be brought exclusively in a federal or state court in Oregon, and by agreeing to these Terms of Use you submit to the personal jurisdiction of, and venue in, such courts.

If any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be enforced to the greatest extent possible and the remaining provisions will remain in full force and effect. Headings are for reference purposes only and in no way define, limit, or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches, nor does it affect your obligations or Providing company's rights and remedies under these Terms of Use in any other way. Except for other agreements, terms, or policies appearing on the Providing company Web site, these Terms of Use set forth the entire understanding and agreement between you and Providing company regarding the subject matter hereof.

10. MEMBERSHIP AGREEMENT

This Membership Agreement (the "Agreement") is a legal contract between you and the Providing company. The Agreement governs your purchase and use of the various online tools and services, whether fee-based, usage based or free of charge, offered on Providing company's Web site (each a "Service"). Your use of the Services is conditioned on your acceptance of this Agreement. By using any Service or by checking the acceptance box at the end of this Agreement, you accept and agree to be bound by all the terms and conditions of this Agreement, as well as any additional terms specific to the particular services for which you register. Such additional terms may be found in the Agreements & Policies section of Providing company's Web site, and shall be considered a part of this Agreement with respect to the Services they cover. Since this is a binding legal agreement between you and Providing company, please print a copy of this Agreement for your records.

1.      THE SERVICES
Providing company will provide you with the Services for which you register for, subject to the terms and conditions of this Agreement. You acknowledge that the Services may be offered in various separately priced service levels or packages ("Program Plans"), and you will only receive the Program Plans that you have registered for, and for which you are paying all associated fees.

Providing company reserves the right to modify, alter, change, suspend, remove, enhance, supplement, disable access to, terminate or discontinue all or any portion of the site and/or the Services at any time in its sole discretion for any reason, without notice, cost or liability, provided that those modifications do not materially and adversely affect your rights or obligations under this Agreement.

You agree that from time to time the site and/or services may be inaccessible, unavailable or inoperable for any reason without notice, cost or liability.

You agree that providing company is not responsible for the functionality of the Paid Search Manager, the Paid Search engines or any other paid search services while the providing company may submit changes to the paid search engines on your behalf, providing company cannot guarantee that the paid search engines will make those changes correctly or in a timely manner or they may not make the changes at all.

You agree that providing company may place limitations and restrictions on the access and/or use of the paid search services including but may not be limited to the access of the service, number of changes that may be made within the service, the limitations and restrictions may change without notice. You agree to be solely responsible for any authorized or unauthorized access to your account by any person, including, without limitation, any charges to your account by providing company and/or directly with any cost per click or paid inclusion search engines. If any unauthorized access occurs then you agree that you must notify providing company via phone and email immediately, and providing company will suspend the account until a new password is in place.

FREE 90-DAY OFFER SERVICES DISCLAIMER:

You agree to receive Providing companies FREE 90-day promotional offer via partners Web sites. The FREE 90 day offer is a one time introductory offer that you can only be a member of once!

If you purchase one of our programs directly from the Providing company Web site, you will be charged the appropriate price for that program.

2.      REGISTRATION

Providing company reserves the right, in its sole discretion, to refuse any registration or Service activation request for any reason or no reason, and shall not be obligated to provide any Service to you unless and until it has charged your credit card for the applicable fee. Providing company's use of your registration information is governed by Providing company's privacy policy, available in the Agreements & Policies section of Providing company's Web site ("Privacy Policy").

3.      YOUR PROMISES AND OBLIGATIONS
AS A CONDITION OF RECEIVING ANY SERVICES, YOU PROMISE, REPRESENT, AND WARRANT THE FOLLOWING.

(a) All of the registration information you supply to Providing company is true, complete, and accurate, and you will notify Providing company of any changes to your registration data during the term of this Agreement and submit updated information within twenty (20) days of any such changes;

(b) None of the URLs you submit to Providing company link to any Web page or site that contains any:
i.      nudity, pornography, or other sexual or adult material;
ii. hate propaganda or material that encourages or promotes illegal activity or violence;
iii.content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights;
iv. material that promotes or utilizes software or services designed to deliver unsolicited email;
v.      material that violates any local, state, or national law or regulation;
vi. misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful; or
vii.other material that Providing company, in its sole discretion, deems inappropriate, including any violations of standards posted on Providing company's Web site or sent to you by email;

(c) You will safeguard your account user name and password by not disclosing your password to any third party, and you will assume responsibility for any and all harm or liability attributable to you or any other person accessing your account or any Services with your user name and password; You agree not to access the paid search services by any other means than through the username, password and interface provided by the providing company. You agree not to disclose your username and password to anyone or allow anyone or any third party to access your account.

(d) You will not copy, sell, redistribute, license, sublicense, or otherwise transfer your account, or any materials provided to you in connection with the Services, to any third party without Providing company's written consent;

(e) You will treat any and all consumer information gathered for you or transmitted to you via the Providing company Web site or Services in accordance with Providing company's Privacy Policy;

(f) You will comply with all local, state, and federal laws and regulations governing your actions under this Agreement; and

(g) You have full power and authority to enter into this Agreement and to perform your obligations hereunder. You shall not be in violation of any obligation, contract or agreement by entering into these terms, by performing your obligations under these terms or by authorizing and permitting providing company to perform the services. You are not prohibited by any paid search engine from entering this agreement or allowing providing company to provide any of the services.

 

(h) You hereby authorize providing company to perform all services hereunder on your behalf with each applicable paid search engine, including, without limitation, the opening of or changes to your accounts with each applicable paid search engine: Upon request by providing company, you shall immediately provide a written statement in a form acceptable to providing company and any applicable paid search engine confirming providing companies authority listed within this agreement.

Without limiting its other remedies, Providing company may refuse or cancel your account or Services at any time for any violation of the foregoing promises. To assure compliance with the criteria in Subsection (b) above, Providing company reserves the right to monitor the content of the Web pages or sites that correspond to the URLs you submit to Providing company.

4.      PAYMENT
You agree to pay Providing company any set-up fees and recurring subscription fees listed on Providing company's Web site for the Service Plan you select. All renewal fees will incur 5 days prior to expiration in order to ensure users program is not interrupted and no billing issues occur prior to expiration of account. If user decides not to continue the program and the user does not want the account to renew, user has full power to disable the auto renewal process from within their account.  The automatic renewal must be disabled, no later than 80 days of account activation or renewal or the account will automatically renew. Once the account has been renewed no refund will be rewarded since automatic renewal function can be disabled by you, the user, at anytime upon logging into the member area and disabling the function.

Completion and submission of any Service activation form authorizes Providing company to charge the credit card specified in your registration for all such fees and any related taxes corresponding to the selected Service. Such charges will be made on a periodic basis, coinciding with the subscription period for the selected Service (for example, monthly, quarterly or annually). In order to avoid the full fee for any new subscription period, you must cancel the Service 10 days BEFORE the new period begins. You agree to pay all account charges for paid search services in advance by a valid credit card acceptable to providing company and expressly authorize providing company or the applicable paid search engine to charge your credit card for any and all applicable account charges associated with your account whether these charges are the result of providing companies actions, by providing company on your behalf or by you. You agree to pay and be solely responsible and liable for all charges associated with any of the paid search engines or any other third party accounts, including, without limitation accounts with the paid search engines, whether opened directly by you or opened by providing company on your behalf, arising out of your use or access of the services or otherwise. Providing company shall have no responsibility or liability for any such charges, costs or liabilities. You will not make any claim to any paid search engine that you will not pay the charges to your account with the particular paid search engine as a result of providing companies actions or for any other reason. Any failure to pay the amounts due under this Agreement will be a material breach of your obligations under this Agreement. Without limiting any other remedies available to Providing company, YOU AGREE TO FULLY REIMBURSE PROVIDING COMPANY FOR ANY COSTS AND EXPENSES THAT PROVIDING COMPANY MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT ANY SUCH UNPAID AMOUNTS.

5.      PRICING CHANGES AND OTHER MODIFICATIONS
Providing company may change its Service fees, or any other terms of this Agreement, at any time by updating the applicable pricing information or other terms posted on Providing company's Web site. New pricing terms for program fees will become effective beginning with the first full billing cycle after Providing company posts such changes to its Web site. Changes to terms not related to pricing will become effective fifteen (15) days after such notification. Any change to fees or charges associated with the paid search services or other services will be effective immediately without prior notice. If you do not agree to any changes posted by Providing company in accordance with this Section, you must cancel your account or the affected Service as provided herein before the given changes become effective; otherwise you will be deemed to have accepted and agreed to the changes.

6.      DURATION AND CANCELLATION OF SERVICES
Unless stated otherwise on Providing company's Web pages applicable to a given Service, each Service will be provided and billed on a quarterly subscription basis, measured from the beginning of the calendar month immediately following activation of the given Service up until 5 days prior to expiration. Subscriptions will automatically renew with each quarter, as applicable, until cancelled in accordance with this section. At any time after activation of a Service, either you or Providing company may cancel that Service (or Providing company may discontinue the Service completely) by providing written notice to the other party, in which case the Service will terminate on the date specified in the cancellation notice. If no date is specified, the Service will terminate at the end of the then-current billing period (for paid Services) or calendar month (for free Services). Providing company also reserves the right to cancel any individual Service immediately and without notice in the event that you breach any provision of this Agreement or any other terms that apply to that Service. For accounts with the paid search engines or any other third party accounts opened directly by you or by providing company on your behalf, you will need to contact such paid search engines directly yourself in order to cancel or terminate your particular paid search account with the appropriate paid search engine. NO REFUNDS WILL BE AVAILABLE ON ACCOUNT OF ANY SERVICE CANCELLATION BY EITHER PARTY, EXCEPT AS EXPRESSLY PROVIDED IN THE SECTION ENTITLED "REFUNDS" BELOW.

7.      TERM AND TERMINATION OF AGREEMENT
Sections 10 AND 11 of this Agreement shall survive and remain in effect notwithstanding any termination of this Agreement.

Without limiting any of the restrictions above, you acknowledge and agree that NO REFUNDS OR PARTIAL REFUNDS WILL BE ISSUED: (a) FOR ANY SERVICE THAT YOU CANCEL AFTER RENEWAL HAS TAKEN PLACE. (b) Providing company shall not give any refunds for unspent money amounts that may be in any or all of the paid search engines accounts upon cancellation.

9. LIMITATION OF LIABILITY
IN NO EVENT WILL PROVIDING COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT PROVIDING COMPANY IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHERMORE, IN NO EVENT WILL PROVIDING COMPANY'S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED $2,000 OR THE AMOUNT RECEIVED BY PROVIDING COMPANY FROM YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE EVENTS WHICH EVER IS THE LESSOR AMOUNT OR CIRCUMSTANCES GIVING RISE TO LIABILITY, OR, IF SUCH LIABILITY ARISES FROM ANY PARTICULAR SERVICE(S), THEN PROVIDING COMPANY'S LIABILITY WILL BE LIMITED TO THE FEES YOU HAVE PAID TO PROVIDING COMPANY FOR THE PARTICULAR SERVICE(S) DURING SUCH THREE-MONTH PERIOD. Without limiting the foregoing, Providing company is not responsible for any of your data residing on Providing company hardware. You are responsible for backing-up your data and information that may reside on the Providing company hardware, whether or not such information is produced through the use of the Service.

11. GENERAL PROVISIONS

This Agreement, along with Providing company's other terms, conditions, and policies referenced herein, constitutes the entire agreement between you and Providing company with respect to the Services. To the extent of any conflict between this Agreement and Providing company's Web site Terms of Use (located in the Agreements & Policies section of Providing company's Web site), the Web site Terms of Use will govern your general use of Providing company's Web site, and this Agreement will govern your use of the Services in particular. If any part of this Agreement is held to be unenforceable, that part will be amended to achieve its intended effect as nearly as possible, and the remainder of the Agreement will remain in full force.

Members acknowledge and agree that their Web site information (name, URL, etc.) may be utilized by Providing company. Possible uses include (but are not limited to) lists of member sites, general promotional uses, etc.

Providing company services are provided on an "AS IS, AS AVAILABLE" basis. Providing company makes no guarantee of availability of the Providing company program and is held harmless in the event of loss of or interruption of service of any kind.

Providing company reserves the right to modify, or change these Terms and Conditions.

Members of this service must agree to the above general terms, as well as any additional terms and conditions governing the specific tools or products utilized by the member, in order to use the Providing company service.

*Submitnet, Inc. is referred to in this document as “Providing company”.

 

 * “Partner” refers to the company that Submitnet, Inc. has signed legal documentation with to allow them to resell the Submitnet, Inc. service under a private label.