1. ACCEPTANCE OF THESE TERMS AND CONDITIONS: Advertiser or its agent or representative verbally accepted a summary of key provisions related to payment, term of service, and theRubi’s cancellation policy, and/or expressly accepted these Terms and Conditions through affirmative action in the form of checking the “acceptance” box and clicking “submit” following an opportunity to review these Terms and Conditions.
In the event Advertiser does not accept these Terms and Conditions within thirty (30) days of initial presentation of the Terms and Conditions to Advertiser by theRubi, then the offer by theRubi to provide Advertising Services upon the pricing, terms, and conditions initially proposed shall be deemed withdrawn. Advertiser may thereafter again request Advertising Services, in response to which theRubi will present new pricing, terms, and conditions for Advertiser’s consideration.
2. Refunds. Advertisers agree to their desired budget and length of advertisement time, if budget amount is not reached during their desired advertisement time frame the Advertiser’s will be refunded the difference. Advertisers and theRubi, at their convenience, may discontinue service with proper correspondence.
3. PERSONAL INFORMATION: By agreeing to these Terms and Conditions, Advertiser also agrees to receive information from theRubi regarding Advertiser’s account, and about the Advertising Services provided to Advertiser. Advertiser also agrees to receive marketing information from theRubi about theRubi promotions or announcements or offers to provide additional or enhanced services.
Any requests to opt out pursuant to the terms of this section will require a reasonable amount of time for processing by theRubi, and Advertiser may continue to receive messages during the processing period.
4. PAYMENTS AND TERM OF AGREEMENT: The term of each Advertising Service shall begin as of the date of acceptance of these Terms and Conditions by Advertiser. Billing will occur in the form of a one-time “Ad Budget” payment, as set forth in the specific product/service terms detailed in an order form agreement between both parties.
6. MODIFICATION: Advertiser understands that theRubi may modify its standard terms and conditions and service offerings from time to time and that theRubi the right to adjust the pricing of such services, effective upon the next renewal date of the affected Advertising Service(s).
5. ACCESS: Advertiser is authorized to access theRubi, operated, or hosted websites that require log in or account information solely to manage Advertiser’s advertising account(s). Advertiser agrees that it will not use the site or any content therein for any other purpose and that it will not disseminate or distribute any of said information. Advertiser’s right to access its account with theRubi is personal to Advertiser and non-assignable and is subject to any limits established by theRubi. Advertiser agrees that it will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access Advertiser’s account with theRubi or to monitor or copy theRubi’s website or the content contained therein, except those automated means expressly made available by theRubi.
6. LATENCY: Advertiser understands that, any information or data provided by Advertiser to theRubi may not be processed on a real-time basis and may be subject to the latency of the Internet, the theRubi systems and network of third-party partners and search engines.
7. OWNERSHIP OF NON-ADVERTISER PROPERTY. Title and full ownership rights in and to the Advertising Services, together with any and all ideas, concepts, campaign optimizations, computer programs, and other technology supporting or otherwise relating to theRubi’s operation of the theRubi network, the theRubi management, task management, and optimization platform and website(s), shall remain at all times solely with theRubi and/or with the respective outsourced service provider or author. Advertiser acknowledges that it has not acquired any ownership interest in the theRubi Materials and will not acquire any ownership interest in the theRubi Materials by reason of this Agreement.
8. ADVERTISER’S SITE: Advertiser hereby acknowledges that neither theRubi nor its Promotional Partner (if applicable) is responsible for the development, maintenance, and operation of the Advertiser website(s), nor for any content or other materials that appear on, and all visitors to, the Advertiser website(s), nor is theRubi or its Promotional Partner responsible for order entry, payment processing, shipping, cancellations, returns, or customer service concerning orders placed on Advertiser’s website(s). Advertiser further warrants that it will not add to or place upon its site any theRubi or Promotional Partner owned or licensed content, including but not limited to any theRubi search listings, except pursuant to a separate signed affiliate agreement with theRubi.
9. ADVERTISER COVENANTS: Advertiser further agrees to perform as follows:
Advertiser will not hold theRubi or its affiliates, or Promotional Partner or its affiliates, if applicable, liable or responsible for the activities of visitors who come to Advertiser’s website(s) through Advertising Services.
In the event that Advertiser has been referred to the Advertising Services by or through an theRubi partnership promotion, such that Promotional Partner is a beneficiary of these terms and conditions, Advertiser agrees that theRubi may share all data it obtains, including product performance data, with Promotional Partner, and Promotional Partner shall have the same rights to access and use said data as theRubi itself.
Advertiser agrees that if the Advertising Services ordered from theRubi include paid search management, and Advertiser will grant theRubi exclusive administrative access to said account. Advertiser may retain read-only access, but will allow theRubi to perform the Advertising Services without shared administrative rights. Advertiser acknowledges that this is necessary for theRubi to effectively perform the Advertising Services.
10. ADVERTISER INDEMNIFICATION OBLIGATIONS: Advertiser agrees to indemnify, defend, and hold harmless theRubi, its distribution partners including Promotional Partner if applicable, their respective licensors and licensees, and affiliated companies, and any of their respective officers, directors, employees, representatives, and agents (collectively the “Indemnified Parties”), 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. This indemnification excludes any Claim that arises solely from the acts or omissions of an Indemnified Party, as to that party. An Indemnified Party will notify Advertiser of any claim, action, or demand for which indemnity is required in the reasonable opinion of Indemnified Party, and will cooperate with Advertiser at Advertiser’s expense. An Indemnified Party shall have sole discretion to accept or reject the law firm Advertiser chooses to defend the Indemnified Party, which firm must be experienced in defending similar claims. Advertiser may not settle any lawsuit or matter relating to the culpability or liability of an Indemnified Party without the prior written consent of that party. An Indemnified Party 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, theRubi shall have the right to set off any liability of Advertiser to theRubi with respect to a Claim against any amounts held on deposit with theRubi by Advertiser.
11. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER: Advertiser acknowledges and agrees that it will not hold theRubi, or Promotional Partner if applicable, 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. Advertiser further acknowledges and agrees that errors or mistakes in the performance of the Advertising Services, including but not limited to misspellings or miscommunications, do not create a right to refund for the Advertiser. Advertiser will give theRubi timely notice and allow theRubia reasonable opportunity thereafter to cure any identified errors or omissions. theRubi makes no representations or warranties relating to the results of Advertising Services, including without limitation, the number of impressions, click-throughs, or leads and any promotional effect or return on investment thereof. As theRubi relies on third parties for certain data, theRubi makes no guarantees regarding the accuracy, reliability, or completeness of any such data, including but not limited to usage statistics.
In no event shall theRubi, or Promotional Partner if applicable, 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.
12. 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.
13. ENTIRE UNDERSTANDING: This document, with any other materials, documents, understandings, or agreements incorporated by reference herein, and any exhibit, schedule, or other supplementary document attached hereto, 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.
14. 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.
15. 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, and where indicated, Promotional Partner, or their respective successors or permitted assigns.
16. 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.
17. SEVERABILITY: In the event that any clause, term, or provision of this Agreement is found to unenforceable or otherwise disfavored under law or public policy such that a court of law would not enforce the same, then the same shall be severed from this Agreement and the remainder of the Agreement shall remain in full force and effect, and applied in a manner which most closely fulfills the original intent of the parties hereto.