This Agreement contains all of the terms and conditions between Click-Share and its wholly owned subsidiaries ("Click-Share"), and the individual or organization (the "Advertiser") participating in the Click-Share Advertisers Program (the "Program"). In this Agreement, "we" and "us" means Click-Share, and "you" means the Advertiser or authorized to act on behalf of the Advertiser participating in the Program. "Click-Share Web Site" or "Our Site" means the web sites operated by Click-Share, and "Your Site" means the web site(s) you submitted as part of your ad. "Click-Share Network" is the Click-Share network of publishers websites participating in the Click-Share Publishers Program and "Publisher Website" is a website participating in the Click-Share Publishers Program.
1. The Program
You are solely responsible for all: (a) ad content, ad targeting, URLs and max bids ("Creative"), whether generated by or for you; and for the web site(s) accessible from the Creative URLs; and for the services and products provided in the Creative URLs. Click-Share and Publisher may reject or remove any ad for any or no reason. You may independently cancel online any campaign at any time. Click-Share may cancel immediately any ad, IO, the Program or these Terms at any time. In all cases, Creative is subject to final acceptance by Click-Share, at its sole discretion. As an Advertiser, you acknowledge and agree that each and every Creative placed within the Click-Share Network may be viewed on any Publisher Website. Click-Share reserves the right to reject or remove any advertisement at any time at its discretion. Notwithstanding the foregoing, in no event shall Click-Share's acceptance of Creative be deemed to constitute in any manner whatsoever approval or endorsement by Click-Share thereof, and Advertiser shall remain solely liable therefore.
2. Prohibited Uses
You shall not, and shall not authorize any party to advertise anything illegal or engage in any illegal or fraudulent business practice. You represent and warrant that (a) all your information is correct and current; (b) you hold and grant Click-Share and Publisher Website all rights to copy, distribute and display your ads; and (c) websites linked from your ads (including services or products therein) will not violate or encourage violation of any applicable laws, mislead the public in any way or constitute fraudulent activity and will not offend visitors due to defamatory, slanderous, libelous, threatening, violent, racist, hateful, sexual, obscene or otherwise offensive content. Violation of these policies may result in immediate termination of this Agreement or your account without notice and may subject you to legal penalties and consequences. Advertiser agrees to continually update Creative so that all information is current and is an accurate description of information available on Advertiser's web site(s).
3. Disclaimer and Limitation of Liability
Click-Share DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. Click-Share disclaims all guarantees regarding the levels or timing of costs per click, click through rates or delivery of any impressions, positioning, clicks or conversions for any ads or Targets. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO Click-Share BY YOU FOR THE AD GIVING RISE TO THE CLAIM. Except for payment, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labor conditions and power failures.
You shall be charged based on actual clicks and pay all charges in any currency specified in writing by Click-Share. You waive all claims relating to charges unless claimed within 30 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Click-Share's click measurements. If Click-Share terminates an Advertiser account or if Advertiser decides to terminate its own account, and Advertiser provides notice to Click-Share, Advertiser account will be deemed terminated when Click-Share receives such notice. Advertiser will only receive a refund for amounts not yet charged to its account.
You shall indemnify, defend and hold Click-Share, its agents, affiliates, and licensors harmless from any third party claim or liability (including without limitation reasonable legal fees) arising out of your Program use, Creatives and breach of the Agreement.
You agree not to disclose Click-Share Confidential Information without Click-Share's prior written consent. "Click-Share Confidential Information" includes without limitation: (a) all Click-Share software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Site performance in the Program provided to You by Click-Share; and (c) any other information designated in writing by Click-Share as "Confidential" or an equivalent designation. It does not include information that has become publicly known through no breach by You or Click-Share, or information that has been (i) independently developed without access to Click-Share Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
This Agreement shall be construed in accordance with the laws of Israel, exclusive of its choice-of-law principles. Exclusive jurisdiction of all disputes arising out of or in connection with this agreement shall reside in the federal of state courts located in Israel. The parties agree that they will attempt to settle any claim or controversy arising hereunder through consultation and negotiation in the spirit of mutual friendship and cooperation. Any dispute which the parties cannot resolve between themselves in good faith within six (6) months of the date of the initial demand by either party for such resolution will be submitted for final determination by one (1) mutually agreed arbitrator within Israel under the rules of the Israeli Arbitration Association's Commercial Arbitration Rules and Procedures, as amended by this agreement. The arbitration shall be conducted in strict confidence, and the arbitrator's power to award damages shall be limited by the terms of this agreement.
8. Entire Agreement
This agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. YOU ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS, YOU UNDERSTANDS THAT Click-Share MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) ENGAGE IN SIMILAR ARRANGEMENTS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.