Terms and Conditions for Advertising Services

1. Introduction. These Terms and Conditions for Advertising Services (the "Terms") by and between you (referred to herein as either "you" or "Advertiser") and Click Group Inc. and its affiliates, which own and operate the website http://www.wildlinecorp.com (collectively referred to herein as either "we" or "us") shall constitute a legally binding and enforceable agreement between the parties as evidenced by your acceptance of the Terms. Checking the "I ACCEPT" box upon registration and/or using our services represents that you have read and agreed to these Terms and any related agreements (such as, for example, any corresponding Insertion Order or the website Terms of Service) (collectively, as may be referred to herein, the "Agreement"). In the event of any express conflict between the terms of an Insertion Order and these Terms, the terms of the Insertion Order will prevail to the extent of the express conflict. We reserve the right to modify or make changes to our services at any time, including changes in pricing. Please check the Terms periodically for changes. By continuing to use the relevant services after changes have been made, you evidence your agreement to these changes.
2. Payment Terms.
   1. Payments. You agree to pay us all charges to your account in accordance with these Terms and any applicable Insertion Order. Any service fees charged to your account and any initial deposits, if applicable, are non-refundable.
   2. Late Payments. Payments not received by the due date shall incur a late charge of 1.5%. As applicable, any payment amounts not disputed within sixty (60) days of the invoice date shall be considered final and not subject to challenge. If you fail to make payment as set forth herein, you will be responsible for any reasonable expenses (including attorneys' fees) incurred by us in attempting to collect such amounts.
   3. Taxes You shall be solely responsible for payment of any and all taxes or charges resulting from the commerce or other activity arising from this Agreement, excluding taxes on our income.
   4. Payment Liability. Our third party distribution partners and service providers, including search engines (the "third party designees") may proceed directly against you or us (without the need to proceed against anyone else who may also be liable), and we shall be jointly and severally liable for payment obligations with such third party designees.
3. Ownership; License.
   1. Ownership of Intellectual Property. Except as otherwise explicitly set forth in the Agreement, none of these Terms, the Insertion Order(s) or the Terms of Service shall give either party any right, title or interest in or to any patent, copyright, trade secret, trademark or other intellectual property rights therein of the other party and no license or conveyance of any such rights is granted or implied under the Agreement. All rights, title and interest shall remain at all times solely with us or you, as the case may be. You agree and acknowledge that any content and related intellectual property developed by us for your campaign will be and remain ours.
   2. License. You hereby grant to us, under all copyright and trademark rights you have, a worldwide right and license to use, modify, and display your company name or any other content necessary for us to provide the services described in the Agreement solely for the purposes necessary for us to provide the services set forth therein.
4. Calculating CTs. You agree that we are responsible for calculating and tracking click-throughs (CTs) based on a measurement method in our sole discretion. You agree that the results of our measurement method will be the sole and conclusive evidence of the CT calculation. Due to different refresh frequencies of search engines and directories, campaign overruns may occur. You shall be obligated to make payment on any overruns not to exceed ten percent (10%).
5. Access. For purposes of the Agreement, all web pages that are owned, operated or hosted by or for us are referred to herein as the "Wildline! Web Sites". During the term, you are authorized to access and use the Wildline! Web Sites and the content therein and the data obtained therefrom solely for internal use to manage your accounts with us. You will not disseminate any of this information. You will not disclose or make available passwords or access codes related to the Wildline! Web Sites and your accounts therein. You agree that you will not use any automated means, including agents, robots, scripts, or spiders, to access or manage your account with us or to monitor or copy the Wildline! Web Sites or the content contained therein except those automated means expressly made available or approved in an advance written notice by us. You will not interfere or attempt to interfere with the proper working of the Wildline! Web Sites.
6. Confidentiality. During the term of the Agreement, and for a period of two (2) years following termination of the Agreement, you will not disclose or use any Confidential Information (as defined below) of ours, except as may explicitly be required herein. You acknowledge that any breaches of this provision may result in irreparable harm to us for which no adequate remedy at law may be available and that as such we are entitled to equitable relief. "Confidential Information" includes the terms of the Agreement, the advertisements prior to publication, results or data relating to our services, and any proprietary information or information that gives us a competitive business advantage that we share with you. Confidential Information does not include information that is publicly known through no fault of yours, has been independently developed without access to our Confidential Information, or is required to be disclosed by law or a governmental authority.
7. Warranties and Disclaimer of Warranties.
   1. Warranties. You represent and warrant to us that: (i) you own or have the requisite authority over the websites for which campaigns are initiated and to any and all content or information provided by you; (ii) any content or information provided by you will be accurate and complete; (iii) the website to which any listing links will look substantially the same to all end users regardless of the end users' location (provided, however, that you may display different content to certain users so long as it is relevant to a selected ad group or as otherwise approved); (iv) any content or information provided by you, including any keywords you select, and the products and/or services you provide on your Website: (a) do not infringe in any manner on any third party rights, (b) do not violate any applicable laws or regulations, (c) are not defamatory, libelous, slanderous or threatening, (d) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, (e) have not resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity, (f) are not false, deceptive or misleading, (g) will be free of any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information, and (h) you will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by us, clicking, impression or marketing activities through our Wildline! Web Sites or those of our third party designees.
   2. Disclaimer of Warranties. THE SERVICES ARE BEING PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE FREE OF ERRORS OR INTERRUPTIONS. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE RESULTS OF THE CAMPAIGNS, INCLUDING WITHOUT LIMITATION THE NUMBER OF CTs YOU WILL RECEIVE IN A CAMPAIGN AND WHETHER OUR SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, WE EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
8. Indemnification. You agree to indemnify, defend and hold us and our third party designees harmless (including their respective officers, directors, agents, employees and third party service providers) from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claims") that actually or allegedly result from your information or content or from your web site, your breach of the Agreement, or your use of the Wildline! Web Sites. You agree to be solely responsible for defending any Claim against or suffered by us or a third party designee, subject to the right of such party to participate with counsel of its own choosing, and for payment of damages or losses resulting from all such Claims, provided that you will not agree to any settlement that imposes any obligation or liability on us or a third party designee without such party's prior express written consent.
9. Limitation of Liability.
   1. General. You agree and acknowledge that you will not hold us liable or responsible for the actions or activities of visitors to your Website(s) who come through a link provided by us. You agree and acknowledge that you alone are responsible for the development, maintenance and operation of your Website(s) and for all content and other materials that appear on it. You further agree and acknowledge that, despite our development of the content for each advertisement, if at all, you are responsible for the content of each advertisement and that you have the opportunity to edit or reject such language.
   2. Damages. In no event will we be liable to you or any third party for any direct, indirect, special, incidental, or consequential damages, including, without limitation, loss of profits, income or goodwill. Notwithstanding any other provision, in no event will our damages to you or any third party in the aggregate exceed the amounts received under the Agreement with you in the prior six (6) month period.
10. Term and Termination. The Agreement shall continue in effect until the earlier of the termination date set forth in the Insertion Order or termination by you for our material breach of these Terms that we fail to cure within thirty (30) days after receiving written notice from you or termination by us for any reason or no reason immediately upon notice by us. In our sole and absolute discretion, we may reject, cancel or remove all campaigns, advertisements, URL links, descriptions, search terms or banners at any time, with or without notice and we will not have any liability regarding such a decision. The following sections shall survive termination or expiration of the Agreement: 2a., 2b., 3, and 6-11.
11. Miscellaneous. You hereby authorize us to act as your agent solely for the purpose of entering into agreements on your behalf with a third party designee and to make all decisions (including bid price, listing terms, monthly spend) and take all actions (including adding and deleting listings creating new listings, editing listings, changing bid amounts, billing and collection of amounts owed you) relating to such accounts and to grant permissions therein. Furthermore, you agree that a third party designee may be a third party beneficiary to these Terms and may enforce these Terms directly itself. You acknowledge that we may utilize third party service providers for some or all of the services we perform. Any dispute referring or relating to the Agreement or between the parties shall be governed by the laws of the State of California, without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California or another location designated by us. All notices required hereunder shall be provided to legal@wildlinecorp.com. If any provision in the Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect. Any invalid provision will be replaced with a valid provision that most closely approximates the intent and economic effect of the invalid provision. You may not assign the Agreement without our prior written consent. The Agreement shall bind and inure to the benefit of both parties and their respective successors and assigns. The waiver of any right or election of any remedy in one instance shall not affect any rights or remedies in another instance. The parties are independent contractors and neither one is an agent, representative or partner of the other. Neither party shall be liable for delays in performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God, strikes, any delay, failure, interruption or corruption of data or other transmission over any local exchange, interexchange or Internet backbone carrier lines or through routers, switches and other devices owned, maintained and serviced by any third party carrier or utility or Internet service provider beyond the control or jurisdiction of a party. The Agreement constitutes the entire agreement between the parties relating to the participation in our advertising services. This Agreement supersedes all prior and/or contemporaneous agreements and you agree that you have not relied upon any representations, agreements, oral or otherwise, not contained within this Agreement.