Please read this Agreement carefully. By enrolling as a Catalog.com "Advertiser" or "Affiliate" you agree to be bound by these terms and conditions.
We may amend this agreement at any time, without notice, by posting the amended terms and conditions on our web site located at http://www.webhero.com/. The link will be labeled Legal Notices and will be located at the bottom of our home page. This agreement will also be contained in our signup forms with a check box that must be checked in order to purchase services. This agreement was last amended on September 20, 2004.
USAGE: For purposes of this Agreement, use of the Catalog.com Web site is the process by which users search for a desired subject and Advertisers bid for placement of their search listing in the search results, subject to Catalog.com's policies, for search terms ("keywords") corresponding to the desired subject. Catalog.com takes the ongoing results of the bids for placement and produces search listings that are made available in connection with the Catalog.com Net Search Network, where the "Catalog.com Net Search Network" is defined as Catalog.com's branded Web site at http://www.webhero.com and various authorized third parties who may be authorized to make Catalog.com advertiser results available as a link from, an add-on service to, or otherwise in connection with Web sites and/or applications (such web sites or applications are a "Third Party Product") that they control. Search listings may or may not be placed in Catalog.com's search engine service as you indicate in your Ad Placement Request. Catalog.com does not guarantee that your search listings will be available through any part of the Catalog.com Net Search Network, and you understand that Catalog.com reserves the right to not place your search listing, and/or discontinue to place your search listings on any site or application within the Catalog.com Net Search Network. A search listing, for purposes of this Agreement, may include, at Catalog.com's discretion, text and/or graphics, and is subject to Catalog.com's approval and the terms of this Agreement. A search listing that appears as part of the Catalog.com Net Search Network may (or may not) include, in the case of the search engine service, a search title and search description. In all cases information must be submitted in the form requested by Catalog.com.
Advertising traffic may not be redirected to a paid search listings page.
PAYMENT: You agree to pay Catalog.com all applicable charges to your account in United States dollars, in accordance with the terms of the program and/or payment plan you selected, including, if any, all applicable taxes, in accordance with billing terms in effect at the time the fee becomes payable. You understand and agree that you will be charged for all clicks on your search listings, (no matter whether a click occurred on Catalog.com's web site or a Third Party Product within the Catalog.com Net Search Network), and that such charges will be based on the number of clicks on all your search listings, multiplied by the amount you have bid for each such search listing.
If you have chosen a payment plan that provides for a fixed maximum payment per month, you understand and agree that if the number of clicks on your search listings, multiplied by the amount you have bid on those search listings, exceeds your monthly maximum payment, then your search listings will be removed from Catalog.com for the remainder of that month. You may pay Catalog.com by credit card, charge card, debit card, check or wire transfer. You agree and represent that all information you provide for the purpose of enrolling as an Advertiser will be accurate, complete and current. Your right to access your account with Catalog.com is subject to any limits established by Catalog.com, its contractors, or by your credit/charge/debit card issuer. If payment cannot be charged to your credit/charge/debit card, for whatever reason, or if there is a chargeback for any reason, or if you exceed your monthly maximum payment, Catalog.com reserves the right to either suspend or terminate your account with Catalog.com. Suspension or termination includes but is not limited to, removal of your search listings from the Catalog.com Net Search Network.
AD PLACEMENT REQUESTS AND OVERDUE PAYMENTS: Catalog.com reserves the right to suspend any advertiser's account for Ad Placement request agreements that are over thirty (30) days past due. Catalog.com may also impose a late payment finance charge equal to one percent (5%) for every thirty (30) days an Ad Placement request is past due.
ADVERTISER'S RIGHTS AND RESPONSIBILITIES: (a) Advertiser Submissions: You may signup and list your search listing at the online signup-form form located at http://www.webhero.com/searchengine/accounts.php Catalog.com reserves the right to reject or remove any search listing at its discretion. You represent and warrant that all information, in the search listing itself or through the Web site to which the search listing links:
(i) does not violate any law or regulation (ii) does not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party (iii) does not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity (iv) is not false or misleading; and/or (v) is neither defamatory, libelous, slanderous or threatening.
(b) Accepting Catalog.com Suggestions: Catalog.com reserves the right to edit or refuse any search listing at its discretion at any time. From time to time, (or as part of a particular program) Catalog.com may provide suggestions to you for search terms, title and/or descriptions or for any other element of a search listing but the final decision to authorize any suggestion is yours. Ideas provided by Catalog.com are only suggestions. It is your responsibility to determine whether such suggested terms comply with the requirements of Advertiser Submissions section above. By using a search term, search title, search description and/or search listing that may have been suggested by Catalog.com, you acknowledge that such search term, search title, search description and/or search listing is in compliance with the Advertiser Submissions Section above and with this Agreement.
YOUR SITE: You hereby acknowledge that Catalog.com is not responsible for the maintenance of your Web site(s) nor is Catalog.com responsible for order entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on Advertiser's Web site(s). You must update your search listings if any information is not a current and accurate description of information available on your Web site. You further acknowledge that your site does not contain any Catalog.com owned or licensed content, including but not limited to, any Catalog.com search listings, except pursuant to a separate signed search distribution agreement with Catalog.com.
REPRESENTATIONS AND WARRANTIES: You represent and warrant that you have sufficient authority to enter into this Agreement. You represent and warrant that each of your search listings meets the standards and requirements of the Advertiser Rights and Responsibilities section above.
INDEMNIFICATION: You hereby agree to indemnify and hold harmless Catalog.com Corporation, Catalog.com, its information providers, licensors, licensees, consultants, contractors, agents, attorneys and employees from any and all liabilities, costs and expenses, including, without limitation, reasonable attorney's fees, that may arise from your use of the Catalog.com or other Catalog.com Web sites and/or your Web site and/or your breach of the terms of this Agreement, including, without limitation, the breach of any representation or warranty. You agree to be solely responsible for defending any claim, and for payment of damages or losses resulting from the foregoing to both a third party and Catalog.com. Catalog.com reserves the right to terminate or suspend the account of any advertiser that may violate any of the terms in this Agreement.
WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY: You expressly agree that your use of Catalog.com is at your own risk. Catalog.com is available on an "as is" basis, without warranty of any kind, express or implied. Neither Catalog.com nor any of its information providers, licensors, licensees, employees, agents, attorneys, consultants or contractors, or entities within the Catalog.com Net Search Network makes any warranty or representation whatsoever regarding Catalog.com, the success of your search listing as measured in any way, any information, services or products provided or available through or in connection with Catalog.com or any results obtained through the use thereof. Catalog.com hereby disclaims on behalf of itself and all information providers, licensors, licensees, contractors, consultants, agents entities within the Catalog.com Net Search Network, attorneys and/or employees of it any and all warranties including, without limitation (1) any warranties as to the availability, accuracy or content of Catalog.com and/or information, products or services available through Catalog.com ; and (2) any warranties of title or warranties of merchantability or fitness for a particular purpose. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This limited warranty gives you specific legal rights, and you may also have other rights, which vary from state to state. Any liability of Catalog.com, its information providers, licensors, licensees, employees, agents, consultants, entities within the Catalog.com Net Search Network, attorneys or contractors, including, without limitation, any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, defect, failure of delivery of merchandise, delay in operation or transmission, computer virus, communications line failure, theft or destruction or unauthorized access to, alteration of, or unlawful use of records, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action, shall be strictly limited to the amount already paid by you to Catalog.com for placement of search listings in the prior six month period. In no event shall Catalog.com, its information providers, licensors, licensees, employees, entities within the Catalog.com distribution network, agents, consultants, attorneys or contractors, be liable for any indirect, special, incidental, or consequential damages, arising out of this agreement, the use or inability to use Catalog.com and/or the sites linked to or from Catalog.com or for any breach of warranty. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. You agree that you will not hold Catalog.com responsible for the selection or retention of, or any acts, errors, or omissions by, any third party in connection with Catalog.com and/or sites linked to from Catalog.com, including, without limitation, those with whom Catalog.com contracts to operate various portions of Catalog.com and those to whom Catalog.com provides links to for content, advertising or any other type of data or information.
MINIMUM BID PRICE ON CATALOG.COM: The minimum bid for a listing to appear on Catalog.com is typically $0.05 per keyword. You will need to use our tools to determine what price you need to pay to be listed #1 or in the top 5 of your keyword or category
CANCELLATION OR TERMINATION: If you are dissatisfied with Catalog.com or with any of the terms and conditions contained herein, your sole and exclusive remedy is to terminate your account. You may cancel your participation in the Catalog.com at any time by contacting us at search@webhero.com.
REFUNDS: If you decide to terminate your account, you must provide Catalog.com with prior written notice (email notification is satisfactory). Your funds will remain in your account for 30 days from your deposit date prior to becoming eligible for a refund. This will give Catalog.com the time and opportunity to provide you with ample support to help you build an effective campaign. After 30 days has elapsed, you will be eligible to receive a full refund for any amount not yet charged to your account, less a $25 service fee.
After 90 days from the date you make a deposit, that amount becomes non-refundable. This amount will remain 'uncharged' until actual click-throughs are generated to your account. PLEASE SEE THE SECTION ENTITLED "PAYMENT" FOR MORE INFORMATION. If you became a Catalog.com advertiser through an affiliate partner (i.e. by responding to a banner or text link on a third party site), you will receive a full refund less the $25 service fee or 10% of your initial deposit, whichever is greater.
USE OF CATALOG.COM SUBMISSIONS: By submitting material to Catalog.com (including information for a search listing) you are irrevocably granting Catalog.com, its licensees, and any entities in the Catalog.com Net Search Network, the right to use all parts of the material, without limitation, as if it were in the public domain, including modifying it or using it commercially and authorizing others to do so. Proprietary information including an advertiser's financial data, personal account status, contact information, and related material will be strictly protected and kept entirely confidential from any third party.
NET SEARCH NETWORK AFFILIATES: Fraudulent activity will not be tolerated. Your traffic must be relative and proportionately equal to the rest of our partners' traffic to remain an active partner, otherwise your account will be terminated and your balance forfeited. Catalog.com possesses a sophisticated Fraud Protection Program and any partner who demonstrates any illicit activity will be promptly removed and forfeits any commissions earned. You may not provide incentives for users to click on advertiser links. Any traffic suspected to be illegitimate or of suspicious nature will be reviewed and compensated only at the discretion of Catalog.com.
TRAFFIC ORIGIN: Affiliates will only be compensated for click-throughs that originate from users within Australia; Canada; Great Britain; Ireland; United States of America; Virgin Islands (U.S.); and, Virgin Islands (British)
REPORTING: All payments will be made based on click-throughs reported and revenue generated as determined by Catalog.com’s reporting system. In the event Partner recognizes a discrepancy in the click-throughs and or revenue generated Partner has 30 days from receipt of payment to notify Catalog.com of the discrepancy.
TRADEMARK INFRINGEMENT: Catalog.com recognizes the value of your service and trade marks. If an advertiser is placing keyword bids that violate your service or trade marks, you are encouraged to report it to search@webhero.com (irrespective of whether or not you are an existing Catalog.com advertiser). Although Catalog.com cannot be held responsible for service and trade mark infringements, we will take action when an infringement is brought to our attention. Catalog.com urges all advertisers to be proactive and report such infringements to us. We may ask you for evidence of ownership of a service or trade mark. In the event that an infringement is shown to our satisfaction, Catalog.com will remove all other third party bids from that keyword/s (or keyword combination/s).
NOTICES: Catalog.com may give general notices to you by posting on http://www.webhero.com or any one of Catalog.com's Web sites, if possible, by electronic mail to your email address.
CHOICE OF LAW: This Agreement shall be construed and controlled by the laws of the State of Oklahoma. Any dispute arising from this Agreement, including, without limitation, a breach of this Agreement, shall be governed by the laws of the State of Oklahoma, without regard to its conflict of laws principles. You agree to submit to the jurisdiction of the state and federal courts located in Oklahoma City, Oklahoma.
OTHER: This Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, between you and Catalog.com. Catalog.com may change this Agreement at any time upon notice published on Catalog.com or any one of Catalog.com's Web sites or by email notification to you. Any use of Catalog.com or any of Catalog.com's Sites after such notice shall be deemed to be continued acceptance of this Agreement including its amendments and modifications. Catalog.com reserves the right to discontinue service at any time.