- Governing Terms and Provisions. The Terms and Conditions of the Agreement (the “Terms and Conditions”) described herein exclusively govern the Services provided by Local Clicks to Customer. The Terms and Conditions and the Agreement form the entire agreement between Local Clicks and Customer and exclusively govern Local Clicks’ and Customer’s relationship during the Agreement’s existence.
- Relationship. The relationship of Local Clicks and Customer under this Agreement is not an agency, partnership, joint venture, or similar relationship. Except as otherwise specifically authorized, Local Clicks and Customer shall not have any authority to assume or create obligations on the other party’s behalf. Neither party shall take any action that has the effect of creating the appearance of its having such authority.
- Purpose. Customer wishes to purchase from Local Clicks, and Local Clicks wishes to sell to Customer, pursuant to the Terms and Conditions of this Agreement, advertising services, (hereinafter referred to as “Services”), in exchange for payment as described in this Agreement and paragraph four.
- Payment. Customer agrees to make the initial payment of the fees identified in the Agreement to Local Clicks on the Effective Date. Customer thereby irrevocably authorizes Local Clicks to charge the Customer’s account for all amounts due under this Agreement when said amounts become due. Amounts due will be automatically charged, in advance, and are not refundable. Local Clicks is expressly allowed to suspend performance under the Terms and Conditions of the Agreement due to non-payment by Customer, and all amounts due and owing will become automatically due.
- Duration. The Agreement becomes binding and governs the Parties on the Effective Date, and continues in full force and effect as described in Paragraph 4 of the Terms and Conditions, or is terminated sooner in accordance with Paragraph 4 of the Terms and Conditions.
- Termination and Automatic Renewal. This Agreement will automatically renew for succeeding terms of 30 days unless, at least 30 calendar days before the expiration of any term, either Customer or Local Clicks gives written notice to the other of its intention to terminate the Agreement.
- Services. Local Clicks will perform the Services as defined by this Agreement and its Terms and Conditions. Local Clicks’ performance of Services is conditioned upon Customer’s compliance with this Agreement and its Terms and Conditions.
- Community Content. Local Clicks will integrate its content pages, including text and images, upon Customer’s request (hereinafter referred to as “Customer Content”). Local Clicks is the sole owner of the content pages and Customer’s use of the content pages is governed by this Agreement and its Terms and Conditions.
- Marketing. Customer grants Local Clicks permission to create and submit content on Customer’s behalf to news outlets, directories, search engines, paid online advertisers, social media outlets, and related web based destinations. Customer hereby agrees to review and comply with any third party’s terms and conditions and/or privacy policy prior to using the third-party website. Local Clicks disclaims all liability pursuant to third party’s terms and conditions and privacy policy.
- Authority. Local Clicks and Customer represent and warrant that they have full power and authority to enter into and perform this Agreement. Local Clicks and Customer also represent and warrant that the person executing this Agreement is properly authorized and empowered to do so.
- Notices. Any notice required by this Agreement must be given in writing and delivered by mail, fax, and/or electronic mail to the addresses set forth in this Agreement. Local Clicks and Customer may from time to time change their respective address and must give written notice of the new address and the date when it will become effective within 14 days of doing so.
- Severability. The provisions of this Agreement and its Terms and Conditions are severable. If any portion, provision, or part of this Agreement is held, determined, or adjudicated to be invalid, unenforceable, or void for any reason whatsoever, each such portion, provision, or part shall be severed from the remaining portions, provisions or parts of this Agreement and shall not affect the validity or enforceability of any remaining portions, provisions, or parts.
- Successors. This Agreement and its Terms and Conditions shall inure to the benefit of and be binding on the heirs, legal representatives, successors, and permitted assigns of Local Clicks and Customer.
- Governing Law. This Agreement and its Terms and Conditions shall be governed by and construed according to the laws of California as they are applied to contracts made and to be performed entirely in California, but without reference to California’s rules regarding conflicts of laws. All actions under this Agreement shall be brought in a federal or state court of competent jurisdiction in Las Vegas, Nevada, and in no other jurisdiction.
- Survival Of Certain Provisions. Termination or expiration of this Agreement for any reason shall not release the Parties from any liabilities or obligations set forth in this Agreement and its Terms and Conditions that: (a) have expressly agreed shall survive any such termination or expiration or (b) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration. The provisions of this section shall survive the expiration or earlier termination of this Agreement.
- Entire Agreement. This Agreement, together with its exhibits, constitutes the entire understanding and agreement between the parties and supersedes any and all prior oral or written communications with respect to it, all of which are merged into it. Except as specifically provided for, this Agreement and its Terms and Conditions may not be altered, amended, or modified except by an instrument in writing signed by a duly authorized representative of each party.
- Confidentiality. Local Clicks and Customer agree that the Agreement and its Terms and Conditions are confidential and shall not be disclosed to a third party unless agreed upon in writing signed by a duly authorized representative of each party.
- Excuse for Performance. If the performance of Local Clicks under this Agreement is prevented, hindered, or otherwise made impractical because of flood, strike, war, acts of government, or any other casualty or cause beyond the control of Local Clicks, then Local Clicks will be excused from its performance to the extent and as long as it is prevented, hindered, or delayed by any of these events.
- Media Releases. All media releases, public announcements, and public disclosures by Customer, its employees, or agents related to this Agreement, its subject matter or its Terms and Conditions, including promotional or marketing material, but not including any announcement intended solely for internal distribution by Customer or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Customer, shall be coordinated with and approved by Local Clicks in writing before production.
- Compliance With Laws. Customer agrees to comply with all applicable federal, state, and local statutes, ordinances, rules, and regulations. Customer agrees to not violate any law applicable to the creation and use of any trademark, copyright, trade secret and any related information.
- Attorneys’ Fees and Costs. In the event of a material breach of the Agreement, the prevailing party in any action commenced to enforce this Agreement shall be awarded its reasonable attorneys’ fees and court costs.
- Indemnification. Customer shall indemnify, defend, and hold Local Clicks harmless from and against any and all liability, litigation, demands, claims, losses, damages, recoveries, settlements, and expenses (including without limitation reasonable attorneys’ fees and costs) arising from or in connection with Customer’s Content, Customer’s website, Customer’s use of the Services, Customer’s breach or alleged breach of its representations or warranties, and/or Customer’s violation of laws, rules or regulations
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS”, Local Clicks DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, INCLUDING ANY EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR THE COURSE OF DEALING BETWEEN THE PARTIES. Local Clicks DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, Local Clicks DOES NOT WARRANT OR GUARANTEE THAT CUSTOMER WILL BE ABLE TO ACCESS THE SERVICES AT ALL TIMES. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT INTERNET CONGESTION AND OUTAGES, AS WELL AS MAINTENANCE, DOWNTIME, AND OTHER INTERRUPTIONS, MAY INTERFERE AT TIMES WITH YOUR ABILITY TO SERVICES.
- No Liability for Special, Incidental, Consequential, or Punitive Damages. In no event will Local Clicks be liable for punitive, exemplary, loss of profits or any special, incidental, or consequential damages, however caused, even if Local Clicks has been advised of the possibility of any such damages
- Disclaimer of Warranty Against Infringement. Local Clicks makes no warranty that the Services are or will be delivered free of any person’s claim of patent, trademark, copyright, or similar infringement. Customer assumes all risks (including the risk of suit) that the Services or any use of the Services will infringe existing or subsequently issued patents, trademarks, or copyrights. Local Clicks has no knowledge which would lead it to believe that the manufacture, use, or sale of the goods will result in a claim of infringement of patents, trademarks, or copyrights.
- Customer Warranties. Customer agrees to obey and comply with all applicable United States laws, rules, and regulations governing Local Clicks’ performance of the Services. Customer warrants that it has the legal right to grant any license deemed necessary to allow Local Clicks’ performance of Services, and has acquired any and all required third party clearances, consents and licenses necessary in connection with Local Clicks’ performance of Services, that Customer Content is true and accurate and does not violate any law or regulation and is not misleading, defamatory, libelous or slanderous, that Local Clicks use of Customer Content in providing the Services will not infringe or violate third party rights, that the Customer website and its content will not contain any material that is obscene, pornographic, profane, fraudulent, libelous or defamatory, and will not infringe or violate the rights of any third party. Local Clicks expressly reserves its right to terminate the Agreement if Customer violates any part of this provision.
- Termination for Breach. Local Clicks reserves the right to automatically terminate the Agreement and discontinue Services for any reason including, but not limited to: Customer requests to publish any private, illegal, defamatory, obscene, slanderous or inappropriate materials, fraud, copyright infringement, and/or abusive use of our website and email services.
- Return of Confidential Information. On termination of this Agreement for any reason, Customer shall immediately deliver to Local Clicks all documents, data, records, customer lists, notebooks, and similar writings relating in any way to any proprietary information of Local Clicks, including copies then in Customer’s possession, whether prepared by Customer or others. Customer is entitled to retain any and all documents, data, or other items created and/or originated by Customer. Any confidential information will be marked as such by Local Clicks or orally conveyed by Local Clicks to Customer.
- Reservation of Rights. Local Clicks reserves the following rights: (1) the right to change third party vendors, web marketing solutions and systems without notice to allow for better service performance and may do so with providing Notice to Customer; and (2) the right for Local Clicks to monitor any and all use of the Services and gather system data for the purpose of optimizing the Services. Local Clicks will not disclose Customer data to any third party and any matter that specifically identifies Customer.
- Counterparts: This Agreement may be executed in counterparts which, when taken together, shall constitute a binding agreement between Customer and Local Clicks.
