Advertising Service Agreement
1.0 Acknowledgment And Acceptance Of Agt. 3.0 Payment Terms.
1.1 The Clicksmart Advertising Service (the 3.1 In order for Clicksmart to consider your listing,
"Service") is provided to you ("you" or "User") under the you must submit a valid credit card or checking account
terms and conditions of this Advertising Service Agreement number, or provide other payment information acceptable to
(the "Agreement"), which may be updated by Clicksmart from Clicksmart in its sole discretion. Unless you prepay several
time to time without notice to you. months, you agree that your credit card or checking account
will be charged the current monthly fee specified when you
1.2 BY PURCHASING A LISTING ON THE ordered the Service on the date that you submit your listing
SERVICE, YOU REPRESENT AND WARRANT THAT YOU and will continue to be charged the current monthly fee on
ARE 18 YEARS OF AGE OR OLDER, THAT YOU WILL that date on each subsequent month during the term of this
PROVIDE TRUE, ACCURATE, CURRENT, AND Agreement. You acknowledge that the payment of this fee
COMPLETE INFORMATION (INCLUDING AN ACCURATE does not in any way guarantee that all your suggested
EMAIL ADDRESS OR ALTERNATE MEANS OF enhancements will be added to your listing. Clicksmart may
CONTACTING YOU) IN YOUR REGISTRATION FOR THE change its fees upon notice to you.
SERVICE, AND THAT YOU AGREE TO BE BOUND BY
THIS AGREEMENT. 3.2 In the event that you prepay for several
months of service, we will consider the prepayment to be
2.0 Description Of The Service. earned by us evenly each month we render services to you.
2.1 Clicksmart Advertising Service is a fee-based 3.3 In the event that your credit card is declined or
service provided by Clicksmart to serve the needs of you otherwise fail, for any reason, to make any payment
businesses. Business owners who sign up for the Service within 15 days of its due date, the total amounts due during
can receive placement on the Clicksmart site of enhanced the Initial Term will accelerate and you will immediately be
business listings that include details about their business liable for the monthly fee times the number of months
such as hours of operation a link to a company web site, and remaining in the Initial Term.
other information that is valuable to the user.
3.4 In the event that your credit card expires, you
2.2 All listings submitted to the Service must meet hereby give us permission to submit the credit card charge
the following minimum criteria: with a later expiration date.
• The listing must be for a business based in the 4.0 Term And Termination.
4.1 The term of this Agreement will be for the
• The web site for the listing, if any, must be in period agreed to orally by you and Clicksmart, commencing
the English language with the official business name visible on the date that your listing is placed on the Service (the
to any visitor to that site. "Initial Term"). After the expiration of the Initial Term, this
Agreement shall automatically renew for successive monthly
• The listing, and the web site(s) at the URLs periods at renewal rates applicable at the time, unless notice
included as part of the listing, if any, must not contain any of termination is provided in accordance with Section 4.2
content, products, services, or other information that in below; provided, however, that to qualify for each renewal
Clicksmart’s sole determination may be illegal to sell under the listing must, at the time of renewal, be in substantial
any applicable law, statute, ordinance, or regulation, that compliance with the material terms and conditions of this
may infringe or violate anyone's rights, or that Clicksmart Agreement. Clicksmart shall have the right, but not the
believes, in its sole discretion, is inflammatory, offensive, or obligation, to review the listing for compliance with this
otherwise inconsistent with the spirit of the Service. Agreement as part of the renewal process, or at any time.
These criteria are minimum requirements only, and 4.2 After the expiration of the Initial Term, either
Clicksmart, in its sole discretion, may consider other criteria party, in its sole and absolute discretion, may terminate this
before accepting the submission. Agreement upon 30 days’ prior notice in the manner
described in Section 10 regarding notice. If you terminate
2.4 Clicksmart reserves the right to decide this Agreement effective prior to the end of a month, your
whether, where, and how a listing appears on the Clicksmart cancellation of the Service will not take effect until the end of
site. that month and you will not receive a refund for the partial
2.5 As part of your service, you may receive the
temporary use of telephone numbers that are used to report 4.3 Notwithstanding the foregoing, Clicksmart
how many calls you receive each month. Clicksmart shall may, but has no duty to, immediately terminate this
control these numbers and may replace or change the Agreement and remove the listing from the Service for any
numbers without notice. reason, including if you have provided false information as
part of your submission, are engaged in fraudulent or illegal
2.6 NOTHING IN THIS AGREEMENT activities or the sale of illegal or harmful goods or services,
OBLIGATES CLICKSMART TO ACCEPT YOUR LISTING. are engaged in activities or sales that may damage the rights
of Clicksmart or others, or have otherwise breached the
terms of this Agreement. Any termination under this Section
4.3 shall take effect immediately without any opportunity to
cure. For the month in which termination of this Agreement
occurs, your credit card will be charged the full amount of the PROFITS, OR GOODWILL, LOSS OF USE OR DATA,
then current monthly fee without any pro-ration of any kind. INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR
4.4 The provisions of Section 5, 6, 8, 9, 10, 11, EXEMPLARY DAMAGES OF ANY CHARACTER, EVEN IF
and 12 shall survive any termination of the Agreement. CLICKSMART IS AWARE OF THE RISK OF SUCH
DAMAGES, THAT RESULT IN ANY WAY FROM YOUR
5.0 Privacy And Communications. USE OF OR INABILITY TO USE THIS SERVICE OR THE
CONTINUATION OF YOUR LISTING IN THE SERVICE.
By placing a listing through the Service, you agree to receive CLICKSMART’S LIABILITY TO YOU SHALL NOT, FOR
communications essential to your use of the Service--for ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID
example, an email about a change in Service pricing. For BY YOU TO CLICKSMART UNDER THIS AGREEMENT.
other, non-essential communications related to the Service, SOME JURISDICTIONS DO NOT ALLOW THE
including promotional messages, you will have the choice to EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES,
opt-out upon receipt of the first non-essential communication. SO SOME OF THE ABOVE EXCLUSIONS MAY NOT
You may exercise this choice from instructions provided APPLY TO YOU.
within the first non-essential communication. In order to
learn more about the needs of its customers and to combat 9.0 Force Majeure
spam, Clicksmart monitors and records all communications
between You and people who see your listing on the Service. No party to this Agreement shall be liable to the other for any
You hereby consent to such monitoring and recording, delay or failure in performance under the Agreement
specifically including the recording of calls between You and resulting directly or indirectly from acts of nature or causes
people who called you after seeing your listing on the beyond its reasonable control.
Any notices or communications under the Agreement shall
You agree to indemnify, defend, and hold harmless be by electronic mail or in other form of writing and shall be
Clicksmart and its parent, subsidiaries, affiliates, officers, deemed delivered upon receipt to the party to whom such
directors, shareholders, employees, and agents, from any communication is directed, at the addresses specified below.
claim or demand, including reasonable attorneys’ fees, made If to Clicksmart, such notices shall be addressed to
by any third party due to or arising out of your use of or firstname.lastname@example.org, or to such other address as Clicksmart
listing in the Service, the acceptance or rejection of your may provide to you. If to you, such notices shall be
listing, any alleged violation of this Agreement, any alleged addressed to the electronic mailing address or other mailing
violation of any rights of others, or any action or failure to act address provided by you, or by displaying notices or links to
by You. Clicksmart reserves the right, at its own expense, to notices to you generally on the Service. It is your obligation
assume the exclusive defense and control of any matter to keep your contact information with Clicksmart current.
subject to indemnification by You, which shall not excuse
your indemnity obligations. 11.0 Entire Agreement
7.0 Traffic Guarantee. This Agreement constitutes the entire agreement between
the parties with respect to the Service and supersedes all
Clicksmart guarantees that each full month, your listing previous proposals, both oral and written, representations,
results page will get at least 500 unique users. The listing writings and all other communications between the parties.
results page is the page where multiple advertisers for a
single city are listed together, such as austin.tx.real-estate- 12.0 General
agents.clicksmart.com/results or austin.tx.mortgage-
brokers.clicksmart.com/results. In the event Clicksmart fails The Agreement and the relationship between you and
to meet the guarantee, Clicksmart will provide twice the Clicksmart shall be governed by the laws of the state of
number of unique users to the results page the following Texas without regard to its conflict of law provisions. You and
month. For example, if Clicksmart is 50 short one month, Clicksmart agree to submit to the personal and exclusive
you will get an extra 100 unique users the next month for jurisdiction of the State and Federal Courts located in Austin,
free! Texas. Clicksmart’s failure to exercise or enforce any right or
provision of the Agreement shall not constitute a waiver of
8.0 Disclaimer Of Warranties And Liabilities such right or provision. If any provision of the Agreement is
found by a court of competent jurisdiction to be invalid, the
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS parties nevertheless agree that the court should endeavor to
AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY give effect to the parties' intentions as reflected in the
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT provision, and agree that the other provisions of the
NOT LIMITED TO WARRANTIES OF MERCHANTABILITY Agreement remain in full force and effect. You agree that
OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER regardless of any statute or law to the contrary, any claim or
THIS AGREEMENT NOR ANY DOCUMENTATION cause of action arising out of or related to use of the Service,
FURNISHED UNDER IT IS INTENDED TO EXPRESS OR to the Agreement, or to your listing must be filed within one
IMPLY ANY WARRANTY THAT THE SERVICE WILL BE (1) year after such claim or cause of action arose or be
UNINTERRUPTED, TIMELY OR ERROR-FREE. forever barred. Any and all press releases and other public
CLICKSMART AND ITS PARENT, SUBSIDIARIES, announcements related to the inclusion of your listing in the
AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, Service, including the method and timing of such
EMPLOYEES, AND AGENTS, SHALL NOT BE LIABLE, announcements, must be approved in advance by Clicksmart
UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES in writing. Clicksmart reserves the right to withhold approval
WHATSOEVER, FOR ANY LOSS OF BUSINESS, of any public announcement in its sole discretion.