Chase Clicks Terms of Service

These Terms of Service ("TOS") are entered into by the customer signing these terms or any document that references this TOS or that accepts this TOS electronically ("Customer") and Chase Mobile Media ("CHASE"). This TOS governs Customer's participation in CHASE's ChaseClicks internet advertising service (as more fully described below, the “ChaseClicks Program”) and in order forms executed by and between the parties in connection with or related to the ChaseClicks Program ("Order Forms") and/or Customer's online management of any advertising campaigns accessed as part of the services offered by CHASE in conjunction with, or ancillary to, the ChaseClicks Program, as described below in the TOS. This TOS and any applicable insertion orders are collectively referred to as the "Agreement." Customer must agree to the TOS in order to participate in the ChaseClicks Program and purchase ChaseClicks products and services.

1. ACCEPTANCE OF TERMS. CHASE provides the ChaseClick Program to Customer subject to the TOS, which may be updated by CHASE from time to time without notice to Customer. The most current version of the TOS may be reviewed at any time at: http://www.chase-clicks.com/tos.html. In addition, when using particular CHASE owned or operated services, Customer and CHASE shall be subject to any posted policies and guidelines or rules applicable to such services, which may be posted from time to time by CHASE on such site. All such guidelines or rules are hereby incorporated by reference into the TOS.

2. DESCRIPTION OF SERVICES. Generally, CHASE will provide Customer with assistance in online advertising strategies, creation of suggested ad copy, and purchase of ad placement with various online search engine businesses that accept advertisements for Customer (each entity being referred to herein as a "Publisher" and CHASE's services, including the ChaseClicks Program described herein, collectively being referred to herein as the "Services") as part of an overall advertising campaign. Customer understands and agrees that the Services are made available through the ChaseClicks Program, which allows Customer to purchase specified volumes of Ads, measured on a pay-per-click ("PPC") traffic basis, through multiple Publishers. CHASE may, in its sole discretion, determine the Publishers from whom the volume of PPC will be obtained. For purposes of the TOS, each online advertisement generated and sold through the ChaseClicks Program shall be deemed an "Ad," and the overall purchasing decisions for such Ad among Publishers shall be deemed the "Advertising Campaign". Customer understands and agrees that the Ads may include certain communications from CHASE, such as service announcements, administrative messages, and that these communications are considered part of CHASE customer communication and that Customer will not be able to opt out of receiving them. For each Advertising Campaign, Customer will provide CHASE with ad information, ad content and ad URLs (the "Content"), and CHASE will generate as part of the Services a suggested Ad, including ad copy that contains the Content (the "Creative"). As between the parties, Customer owns all Content, including all intellectual property rights thereto, and CHASE owns the Creative (excepting the Content contained therein) and the ChaseClicks Program in whole and in part, and all intellectual property rights thereto. Customer understands and agrees that all Ad placements are made subject to the terms and conditions of applicable Publishers for accepting and purchasing such Ads. Customer agrees to such terms and conditions, the contents of which are incorporated herein by reference. As part of the Services, CHASE will provide Customer with access to CHASE's Merchant Center which provides various information about Customer's applicable Advertising Campaigns, including activity reports. While CHASE will use its reasonable efforts to ensure that the information available through the Merchant Center is accurate and timely, Customer understands and agrees that the Services is provided "as-is" and that CHASE assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any data provided within or generated through the Services, including any user communications or personalization settings. Customer is responsible for obtaining access to the ChaseClicks Program, and that access may involve third-party fees (such as Internet service provider or airtime charges). Customer is responsible for those fees. In addition, Customer must provide and is responsible for all equipment necessary to access the ChaseClicks Program. Unless explicitly stated otherwise, any new features which augment or enhance the current Services, including the release of new CHASE products and services, shall be subject to the TOS.

3. CHASECLICKS PROGRAM PRODUCTS. General. The ChaseClicks Program offers various products as identified in the Order Form. The Order Form details the duration of the Advertising Campaign by number of clicks or by duration of time (such period shall be deemed the "Advertising Campaign Term"), the classification of Customer's business and related pricing of such product, and related matters, all as set forth in this TOS and the Order Forms. Guaranteed Clicks. CHASE's "Guaranteed Clicks" product offered under the ChaseClicks Program is based on an annual or bi-annual term and price, not a monthly term and price, and the number of Guaranteed Clicks set forth on the Order Form is equal to the number of aggregate clicks on Customer's Ad over the course of the annual period. Customer acknowledges and understands that clicks on an Ad presented with a Publisher are consumer driven and are directly correlated with a consumer's buying interest in an advertiser's offer of goods and services. Due to seasonality, duration of the contract, economic business conditions, consumer sentiment and other factors beyond CHASE's control, the actual number of clicks received per month may vary. CHASE uses proprietary technology to monitor and meter performance of Ad buys throughout the Advertising Campaign Term, and targets such Ad buys with Publishers to complete the number of Guaranteed Clicks by the end of the Advertising Campaign Term. Budget. CHASE’s "Budget" product offered under the ChaseClicks Program provides an initial purchase commitment for the period set forth in the Order Form, and thereafter continues under a monthly renewable term at new contract prices. Dynamic Web Content Replacement. Certain products may include the Dynamic Web Content Replacement feature. If the product selected by Customer includes this feature among the Services, CHASE will direct online traffic intended for the Customer's website to a webpage developed for Customer that will be either a Landing Page or a dynamically created webpage in which CHASE may substitute contact information for Call Tracking phone numbers or email addresses which allow CHASE to track the traffic directed to the Customer. A "Landing Page" is a website that users will be directed to when an ad generated and distributed to the Publisher by CHASE is placed on Customer's behalf. Customer agrees that on the Landing Page or any other dynamically created web pages, all Content shall be owned by Customer, but all Creative therein shall be owned by CHASE. While CHASE will take reasonable measures to ensure that the dynamically created webpage is generally accessible through the Internet, CHASE does not warrant that it can be accessed through all Internet browsers, or through any device that can access the Internet. In all events, CHASE shall have no liability in connection with any failure of availability or usability of any dynamically created webpage or other Internet site. CHASE may, from time to time, change the format of the Landing Page or dynamically created webpage.

4. PAYMENT. Customer agrees to pay CHASE the rates set forth in the Order Form for the applicable Advertising Campaign package, at the intervals set forth in the Order Form. Products and rates are determined based on Customer's business category selection during the purchase process, provided that CHASE reserves the right to review such selections and reallocate Customer's selected category and related pricing if, in CHASE's reasonable discretion, Customer’s business is more accurately represented by such different category. In addition, CHASE reserves the right to change these rates at any time immediately and without notice. Notwithstanding the foregoing, CHASE shall use commercially reasonable efforts to notify Customer in advance of any such changes.

5. TERM AND TERMINATION. The term of Customer's Advertising Campaign, and the duration of the Services will begin on the date Customer’s ChaseClick’s Program “goes live” and shall continue until the conclusion of the Advertising Campaign Term. Customer agrees that CHASE may, under certain circumstances and without prior notice, immediately terminate Customer's ChaseClicks account, any associated email address, and access to the ChaseClicks Program. Cause for such termination shall include, but shall not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by Customer (self-initiated account deletions), (d) discontinuance or material modification to the ChaseClicks Program (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by Customer in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by Customer in connection with the Services. Termination of Customer's ChaseClicks account includes (i) removal of access to all offerings within the ChaseClicks Program, (ii) deletion of Customer's password and all related information, files and content associated with or inside Customer's account (or any part thereof), and (iii) barring of further use of the ChaseClicks Program and the other Services. Further, Customer agrees that any termination for cause shall be made by CHASE in its sole discretion and that CHASE shall not be liable to Customer or any third party for any termination of Customer's account, any associated email address, or access to the ChaseClicks Program or other Services.

6. AGENCY. Customer represents and warrants that (a) it is authorized to act on behalf of and has bound to this Agreement any third party for which Customer advertises (a "Principal"), and (b) as between Principal and Customer, the Principal owns any rights to Content provided for Ads.

7. CANCELLATION & REFUNDS. Customer has the limited right to cancel Customer's account to the ChaseClicks Program and the other Services at any time during the Advertising Campaign Term, subject to the terms of this Section, and provided that (a) for all products, Customer commits to purchase on a nonrefundable basis a minimum of three (3) months of the ChaseClicks Program, (b) any pre-paid monthly fees shall not be refundable, and (c) for any cancellation, Customer must provide CHASE with at least two (2) weeks written notice prior to the processing of the following month's payment. In the event an Advertising Campaign is cancelled, Customer may be charged a cancellation fee of $100 in the discretion of CHASE. If an Advertising Campaign is cancelled, Customer will be charged the established set up fee to restart the Advertising Campaign in the future. For all products, all monies associated with Ad purchases with applicable Publishers that are already scheduled and committed as of the date of any cancellation of Customer's account shall be nonrefundable. Upon cancellation of the Advertising Campaign prior to the expiration of the Advertising Campaign Term for the Guaranteed Clicks product, CHASE will measure the pro-rated performance over the Advertising Campaign Term and will charge Customer a final payment for any amount in excess of the pro-rated target paced amount of clicks, not to exceed 125% of the pro-rated target paced amount. If the cumulative amount billed is in excess of the pro-rated target performance, the difference will be refunded. For the Budget product, CHASE will allocate the entirety of Customer's applicable budget for that product over the course of the Advertising Campaign Term. In the event that a portion of Customer's budget has not been used as of such date, the pro-rata portion will be refunded to Customer promptly after the end of the Advertising Campaign Term.

8. CUSTOMER’S REGISTRATION OBLIGATIONS. In consideration of Customer's use of the Services, Customer represents that it is of legal age to form a binding contract and is not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. Customer also agrees to: (a) provide true, accurate, current and complete information about Customer as prompted by the ChaseClicks Program’s registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If Customer provides any information that is untrue, inaccurate, not current or incomplete, or CHASE has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CHASE has the right to suspend or terminate Customer's account and refuse any and all current or future use of the ChaseClicks Program or any; other Services (or any portion thereof).

9. CHASE PRIVACY POLICY. Registration Data and certain other information about Customer is subject to CHASE’S Privacy Policy. For more information, see CHASE’S full privacy policy at: http://www.chasemultimedia.com/privacy.

10. CUSTOMER ACCOUNT, PASSWORD AND SECURITY. Customer will receive a user ID, password and account designation upon completing the ChaseClicks Program’s registration process. Customer is responsible for maintaining the confidentiality of the password and account and is fully responsible for all activities that occur under Customer's password or account. Customer agrees to (a) immediately notify CHASE of any unauthorized use of Customer's password or account or any other breach of security, and (b) ensure that Customer exits from Customer's account at the end of each session. CHASE cannot and will not be liable for any loss or damage arising from Customer's failure to comply with this Section.  

11. CUSTOMER CONDUCT CHASE. does not control the Content that is made available by Customer for use via the ChaseClicks Program and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will CHASE be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the ChaseClicks Program. Customer agrees to not use the ChaseClicks Program to make available via the ChaseClicks Program any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or is unlawful, harmful, or otherwise objectionable. Customer acknowledges that CHASE may or may not pre-screen Content, but that CHASE and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the ChaseClicks Program. Without limiting the foregoing, CHASE and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable without any liability to Customer. Customer agrees that Customer must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, Customer acknowledges that Customer may not rely on any Content created by CHASE or submitted to CHASE, including without limitation information in CHASE marketing materials, website content, creative advertising designed for Customer or other customers, and in all other parts of the Services. Customer acknowledges, consents and agrees that CHASE may access, preserve and disclose Customer's account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to Customer's requests for customer service; or (e) protect the rights, property or personal safety of CHASE, its users and the public. Customer understands that the technical processing and transmission of the ChaseClicks Program, including Customer's Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Customer understands that the ChaseClicks Program and software embodied within the ChaseClicks Program may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by CHASE and/or content providers who provide content to the ChaseClicks Program. Customer may not attempt to override or circumvent any of the usage rules embedded into the ChaseClicks Program. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the ChaseClicks Program, in whole or in part, is strictly prohibited.

12. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION IN THE CHASECLICKS PROGRAM. CHASE does not claim ownership of Content that Customer submits or makes available for inclusion in Customer’s Ads for use with the ChaseClicks Program. However, with respect to Content Customer submits or makes available for inclusion in an Ad, Customer grants CHASE a worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content via the ChaseClicks Program solely for the purposes of providing and promoting the specific Ad to which such Content was submitted or made available. This license exists only for as long as Customer elects to continue to include such Content in the ChaseClicks Program and will terminate at the time Customer removes or CHASE removes such Content from the ChaseClicks Program.

13. INDEMNIFICATION. Customer agrees to indemnify and hold CHASE and its subsidiaries, affiliates, officers, directors, shareholders, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Content Customer submits, posts, transmits or otherwise makes available through the ChaseClicks Program, Customer's use of the ChaseClicks Program, Customer's connection to the ChaseClicks Program, Customer's violation of the TOS, or Customer's violation of any rights of another.

14. NO RESALE OF SERVICE. Customer agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the ChaseClicks Program or the other Services, use of the ChaseClicks Program, or access to the ChaseClicks Program.

15. MODIFICATIONS TO SERVICES. CHASE reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), including the ChaseClicks Program, with or without notice. Customer agrees that CHASE shall not be liable to Customer or to any third party for any modification, suspension or discontinuance of the Services.

16. CHASE’S PROPRIETARY RIGHTS. Customer acknowledges and agrees that the Services and any necessary software used in connection with providing the Services, including the ChaseClicks Program ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Customer agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or any part thereof or the Software, in whole or in part. CHASE grants Customer a personal, non-transferable and non-exclusive right and license to use the Software through a computer; provided that Customer does not (and does not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. Customer agrees not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the ChaseClicks Program. Customer agrees not to access the ChaseClicks Program by any means other than through the interface that is provided by CHASE for use in accessing the ChaseClick Program.

17. DISCLAIMER OF WARRANTIES. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT: a. CUSTOMER’S USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CHASE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. b. CHASE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICES WILL MEET CUSTOMER’S EXPECTATIONS; OR (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM CHASE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

18. LIMITATION OF LIABILITY. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT CHASE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CHASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.

19. NO THIRD-PARTY BENEFICIARIES. Customer agrees that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to Customer’s agreement with CHASE relating to the Services or the TOS.

20. NOTICES. CHASE may provide Customer with notices, including those regarding changes to the TOS, by email, regular mail or postings at: http://www.chase-clicks.com/tos.html.

21. TRADEMARK INFORMATION. All logos, trademarks and service marks and other ChaseClicks Program product and service names used with or in connection with the provisions of Services and the ChaseClicks Program (the “Chase Trademarks”) are trademarks of CHASE. Without CHASE's prior permission, Customer agrees not to display or use in any manner the Chase Trademarks.

22. GENERAL INFORMATION. Entire Agreement. The TOS, together with applicable Order Forms, constitutes the entire agreement between Customer and CHASE with respect to the Services and governs Customer's use of the Services, superseding any prior agreements between Customer and CHASE with respect to the Services. Customer also may be subject to additional terms and conditions that may apply when Customer uses or purchases certain other CHASE services, affiliate services, third-party content or third-party software. Choice of Law and Forum. The TOS and the relationship between Customer and CHASE shall be governed by the laws of the State of New York without regard to its conflict of law provisions. Customer and CHASE agree to submit to the personal and exclusive jurisdiction of the courts located within Westchester County, New York. Waiver and Severability of Terms. The failure of CHASE to exercise or enforce any right or provision of the TOS or Order Form shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and the other provisions of the TOS remain in full force and effect. Statute of Limitations. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the TOS must be filed within one (1) year after such claim or cause of action arises or be forever barred. Headings. The section titles in the TOS are for convenience only and have no legal or contractual effect.

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