These Advertising Program Terms are entered into by 411 Locals and Customer, and Customer accepts these Terms electronically. These Terms and Conditions govern Customer’s participation in 411 Locals’ Google Adwords advertising program. In consideration of the foregoing, the parties agree as follows:
1 Programs. Customer authorizes 411 Locals to place Customer’s advertising materials and related technology on any content or property provided by 411 Locals with Google. Customer is solely responsible for all: (i) Creative, (ii) Ad trafficking or targeting decisions (e.g., keywords or “Targets”), (iii) Properties to which Creative directs viewers (e.g., landing pages) along with the related URLs and redirects and (iv) services and products advertised on Destinations (collectively, “Services”). The Adwords Program (“Program”) is an advertising platform on which Customer authorizes Google to use automated tools to format Ads. 411 Locals may make available to Customer certain optional Google Adwords Program features to assist Customer with the selection and generation of Targets and Creative. Customer is not required to authorize use of these optional Targeting and Creative features and, as applicable, may opt-in to or opt-out of usage of these features, but if Customer uses these features then Customer will be solely responsible for the Targets and Creative. Customer understands that Google may reject or remove a specific Ad or Target at any time for any or no reason, and may modify or cancel Programs at any time.
3 Warranty and Rights. Customer warrants that (a) it holds, and hereby grants 411 Locals and Google, their affiliates and Partners, the rights in Creative, Destinations and Targets for 411 Locals and Google, and their affiliates and Partners, to operate the Program and (b) all information and authorizations provided by Customer are complete, correct and current. Customer authorizes 411 Locals and Google to automate retrieval and analysis of Destinations for the purposes of the Program.
4 Payment. Customer will pay all charges incurred in connection with the Program, in immediately available funds or as otherwise approved by 411 Locals, within a commercially reasonable time period specified by 411 Locals. After payment of initial non-refundable set-up fee, you agree to purchase services with all amounts due for services being made at the time of sale. You acknowledge and agree that 411Locals.com shall refill your subscription to Google Adwords by charging your credit card account upon authorization given by you and/or your company’s authorized representative via telephone (Minimum refill amounts detailed above for each package) 411Locals.com will charge the credit card you have given us permission to keep on file for your account. In addition to Google Adword costs and Agency Fees will apply. All Google and 411 Locals Terms of Service are hereby incorporated by reference.
5. Late payments and no refunds. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys’ fees 411 Locals incurs in collecting late payments. Any portion of a charge not disputed in good faith in a timely fashion must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms. 411 Locals may, in its sole discretion, extend, revise or revoke credit at any time. 411 Locals is not obligated to deliver any services in excess of any credit limit. Customer understands that Google is a third-party company, and pursuant to Google terms and conditions if they do not deliver Adwords to the selected Targets, then Customer’s sole remedy is to make a claim with Google for advertising credits within the Claim Period, and no refunds will be issued by 411 Locals.
6 Disclaimers. EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS AND GOOGLE AND PARTNER PROPERTIES ARE PROVIDED “AS IS” AND AT CUSTOMER’S AND ADVERTISER’S OPTION AND RISK AND NONE OF GOOGLE, ITS AFFILIATES OR GOOGLE’S PARTNERS MAKE ANY GUARANTEE IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS.
7 Limitation of Liability. EXCEPT FOR SECTION 8, AND CUSTOMER’S BREACHES OF SECTIONS 3(A), 10(D) OR OTHER COPYRIGHT OR CREATIVE INFRINGEMENTS, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO 411 LOCALS BY CUSTOMER UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.
8 Indemnification. Customer will defend, indemnify and hold harmless 411 Locals, its Partners, agents, affiliates, and licensors from any third party claim or liability arising out of or related to Targets, Creative, Destinations, Services, Use and breach of these Terms by Customer. Partners are intended third party beneficiaries of this Section.
9 Term. Either party may terminate these Terms at any time with 30 days notice to the other party, but (i) the term of this agreement shall continue on a month-by-month basis, and 411 Locals shall be authorized to bill Customer’s credit card for charges incurred each month on a recurring basis; and (2) continued Program Use is, in each case subject to Google’s then standard terms and conditions for the Program available at www.google.com/ads/terms.
10 Miscellaneous. (a) ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAMS WILL BE GOVERNED BY NEVADA LAW, EXCLUDING NEVADA’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE CLARK COUNTY DISTRICT COURT, LAS VEGAS, NEVADA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. (b) Nothing in these Terms will limit a party’s ability to seek equitable relief. (c) These Terms are the parties’ entire agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject. (d) No party may make any public statement regarding the relationship contemplated by these Terms (except when required by law). (e) All notices of termination or breach must be in writing and addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party’s primary contact). These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (f) All amendments must be agreed to by both parties and expressly state that it is amending these Terms. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. If any provision of these Terms is found unenforceable, the balance of the Terms will remain in full force and effect. (g) Neither party may assign any part of these Terms without the written consent of the other party, except to an affiliate but only where (I) the assignee agrees in writing to be bound by these Terms, (II) the assigning party remains liable for obligations under these Terms if the assignee defaults on them, and (III) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void.. (i) These Terms do not create any agency, partnership or joint venture among the parties. (j) Sections 1 (last sentence only) and 6 to 10 will survive termination of these Terms. (k) Except for payment obligations, no party or its affiliates is liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.