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This Guaranteed Clicks Services Addendum (hereinafter referred to as the "Addendum") to the Register.com Services Agreement (the "Services Agreement"), as amended by Register.com, its parents, subsidiaries, affiliates, successors and assigns ("Register.com", "us", "we" and/or "our") from time to time, between you ("Customer", "Advertiser", "you" and/or "your") and Register.com, set forth the terms and conditions of your use of Register.com's Guaranteed Clicks services (collectively, the "Services"). You acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Addendum, as well as any additional rules or policies that are or may be published by Register.com from time to time, including the Services Agreement. This Addendum, as well as the Services Agreement, Acceptable Use Policy, and any additional rules and policies, together with all modifications thereto (collectively, the "Agreement"), constitute the complete and exclusive agreement between you and Register.com concerning your use of the Services, and supersede and govern all prior proposals, agreements, or other communications.
IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THIS ADDENDUM AND THE TERMS OF THE SERVICES AGREEMENT, THIS ADDENDUM SHALL GOVERN.
Unless explicitly stated otherwise, any new features, updates, upgrades or versions that augment or enhance the current Service shall be subject to this Addendum. Please note that other Register.com services, outside of the Service, are governed by the Services Agreement and may be governed by other terms and conditions.
Register.com reserves the right to amend the Services and to add, delete, or modify the terms and conditions of the Agreement (including the Addendum, Services Agreement, Acceptable Use Policy, etc.), at any time in accordance with the Services Agreement, and to determine whether and when any such changes apply to both existing and future customers. Your continued use of the Services following Register.com's posting of any changes will constitute your acceptance of such changes.
- Advertiser Information, Materials and Products
In conjunction with the Services, Advertiser shall provide Register.com with true, accurate and current information for placements, listings or advertising made in online Yellow Pages, search services, directories or other Internet services hereunder (the "Listings"). Advertiser certifies that it has the legal right to use all information, names, trademarks and search terms (collectively, "Advertiser Content") it provides or includes in its Listings. Advertiser understands and agrees that the Advertiser Content may be accessed and displayed on various Internet sites and services, and Advertiser hereby grants Register.com and the operators of such sites or services (the "Listing Services"), including those set forth in this Addendum, the right to market, display, reproduce (including compression and temporary storage), distribute, perform, transmit and promote the Advertiser Content together with any content or materials on any interactive site linked to the Advertiser Content or the Listings through the Listing Services.
Advertiser represents and warrants that in addition to the other representations and warranties set forth in the Agreement Advertiser has all necessary rights and permissions to offer, sell and/or license the products and services it promotes through the Listings and the Advertiser's website; and that the Listings, Advertiser Content, Advertiser's website and Advertiser's products and services (i) do not and will not violate the Agreement, or any other laws, rules or regulations, (ii) do not and will not violate or infringe any third party's trademark, copyright, patent, privacy, publicity or other rights, (iii) are not false, misleading, defamatory or threatening and are not likely to result in fraud, damage, injury or harm to any person, and (iv) are free of viruses, worms, trojan horses or other codes or programming that will delay, disrupt, interfere with, or damage websites, software, computers or networks or expropriate any data or information.
Advertiser acknowledges that the various Listing Services on which Listings appear may require compliance with certain policies and guidelines, and Advertiser shall access or obtain copies of the then-current versions of such policies and guidelines. Advertiser shall be responsible for ensuring that the Advertiser Content, Listings and the Advertiser's website will at all times comply with all applicable policies and guidelines, including the privacy policies, terms of service, and advertising guidelines of the Listing Services on which Listings appear. Advertiser acknowledges and agrees that the Listing Services on which its Listings appear may refuse, remove or modify the Listings pursuant to such guidelines or policies.
Without limiting the foregoing, Advertiser will comply with all policies, requirements and guidelines of Listing Services that offer search features and listings and will not engage in any conduct or utilize any tactics prohibited by such Listing Services, including, without limitation, embedding clear images, listing irrelevant keywords to gain more traffic, adding adult content to its site, or tampering with meta tags. If, at any time, Advertiser violates the policies, requirements or guidelines of a Listing Service, then Register.com may at its option, in addition to the other rights and remedies set forth in the Agreement, terminate this Agreement without refund or any other obligation to Advertiser.
- Register.com Services
Register.com's obligations hereunder are limited to transmitting the Advertiser Content provided by Advertiser to the Listing Services as set forth herein in the form and manner specified by such entities. Advertiser acknowledges that Register.com does not produce, operate or transmit the Listing Services on which Listings may appear and that Register.com acts only as a sales representative or reseller of advertising inventory, search or listing services for the Listing Services. Advertiser agrees that Register.com shall not be responsible for the appearance, position, display, removal, refusal or modification of the Listings by any Listing Service. Other than as expressly set forth herein, Register.com makes no representations or guarantees of any kind regarding the position, effectiveness, level of impressions, click-throughs, customer response or other performance of any Listings.
Among its other rights and remedies set forth in the Agreement, Register.com may terminate the Agreement or suspend performance of its services in the event of (i) any termination or substantial modification of applicable products, services or features by the Listing Service, (ii) any failure by Advertiser to pay for the Services or (iii) any breach of the Agreement (including the Addendum, Services Agreement, Acceptable Use Policy, etc.) by Advertiser.
- Listing Services Restrictions
Listing Service Restrictions: Advertiser will comply with all policies, requirements and guidelines of the Listing Services (i.e., Google, Yahoo! Search, etc.) and will not engage in any conduct or utilize any tactics prohibited by such Listing Services, including, without limitation, embedding clear images, listing irrelevant keywords to gain more traffic, adding adult content to its site, or tampering with meta tags. In addition to its other rights and remedies set forth in the Agreement, if, at any time, Advertiser violates the policies, requirements or guidelines of a Listing Service, then Register.com may, at its option, terminate the Agreement without refund or any other obligation to Advertiser.
Click Definition: "Click" means an Internet user clicking on a link to Advertiser's web site in the Search Service's results listing for Advertiser, as counted by Register.com.
Lead Definition: A "Lead" means an action in the form of a phone call, email, form submission or other action as counted by Register.com, in its sole and absolute discretion, in order for an internet user to engage the Advertiser about their products or services.
Advertiser shall pay Register.com the fees set forth for the program selected by Advertiser, during the term of the Agreement, at the beginning of each billing cycle, through Advertiser's credit card or other mutually agreed payment mechanism. Unless another payment mechanism is mutually agreed upon by the Parties, Advertiser hereby authorizes Register.com to charge the Advertiser credit card account provided by Advertiser for the recurring payment amount and other charges incurred by Advertiser.
- LIMITED GUARANTEE
Register.com guarantees Advertiser will be delivered the number of clicks set forth in the selected Guaranteed Clicks program. In the event that Advertiser does not receive all clicks set forth in the selected program for a given billing period, then such undelivered clicks will be rolled over into the following billing period and will be added to the number of clicks being delivered to you in such billing period.
- REJECTION, SUSPENSION AND/OR TERMINATION.
In addition to its other rights and remedies set forth in the Agreement, Register.com reserves the right to refuse Services to you for any reason at its sole discretion. If you breach any term of the Agreement, Register.com may, in its sole and exclusive discretion, suspend or terminate the Services immediately and without notice to you. In addition to your obligation to pay any applicable fees for the Services, Service fees may continue to accrue on suspended accounts and you will continue to remain responsible for the payment of any Services fees that accrue during the period of suspension. UPON SUSPENSION OR TERMINATION, (i) YOU WILL LOSE ALL ACCESS TO YOUR LISTINGS AND PERFORMANCE SCORECARD, (ii) YOU WILL NOT BE PERMITTED TO TRANSFER THE YOUR LISTINGS TO ANOTHER SERVICE PROVIDER AND (iii) YOU WILL RETAIN NO INTELLECTUAL PROPERTY RIGHTS IN THE LISTINGS.