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1.
General. A deposit must be submitted to 1CoolSearch in advance
of initial advertising date. By submitting advertising for inclusion
on 1CoolSearch, advertiser/agency agrees to be bound by the
terms of this contract. No conditions other than those set forth
herein shall be binding on 1CoolSearch. This contract supersedes
any previous agreements between 1CoolSearch and advertiser/agency
relating to the subject matter set forth herein. 1CoolSearch's
only obligation to serve advertisements hereunder shall be to serve
advertisements of the advertiser described herein, and in no event
shall 1CoolSearch be obligated to serve advertisements for any
other advertiser.
2. Changes
and Cancellations. Cancellations and changes can be made via
the advertiser login. 1CoolSearch's advertising specifications
are accessible through the advertiser login. 1CoolSearch reserves
the right to change any of its advertising specifications at any
time.
4. Delivery,
Frequency and Make good. All figures relating to the number of
advertisements served as determined by 1CoolSearch shall govern,
regardless of whether advertiser/agency is using the services of
a third party ad server. If 1CoolSearch fails to provide the
guaranteed number of impressions, 1CoolSearch will make good
on this contract.
6. Key Words
and Phrases. 1CoolSearch offers no exclusivity on keywords
or phrases. Each advertiser will be given ranking positions based
upon the bid they enter on keywords/phrases.
8. Rejections.
1CoolSearch reserves the right, without liability, to reject,
omit or exclude any advertisement or to reject or terminate any
links, buttons, boxes or banners for any reason at any time, with
or without notice to the advertiser/agency, and whether or not such
advertisement, link, button, box or banner was previously acknowledged,
accepted, or published.
9. Licenses
and Indemnification. Advertiser/agency grants 1CoolSearch
the right to use, reproduce, publicly display and distribute advertiser's
advertisements and collateral information and warrants that advertiser/agency
has the right to grant such license. Advertiser/Agency represents
that the advertiser is the owner or is licensed to use the entire
contents and subject matter contained in its advertisements and
collateral information, including, without limitation, (a) the names
and/or pictures of persons; (b) any copyrighted material, trademarks,
service marks, logos, and/or depictions of trademarked or service
marked goods or services; and (c) any testimonials or endorsements
contained in any advertisement submitted to 1CoolSearch. In
addition, advertiser/agency represents that the advertiser's advertisements
and collateral information do not violate any applicable local,
state or federal law or regulation. In consideration of 1CoolSearch's
acceptance of such advertisements and information for publication,
the advertiser and agency will jointly and severally indemnify and
hold harmless 1CoolSearch and its officers, directors, shareholders,
employees, accountants, attorneys, agents, parent, affiliates, subsidiaries,
successors and assigns from and against any and all third party
claims, damages, liabilities, costs and expenses, including reasonable
legal fees and expenses, arising out of or related to: (i) advertiser/agency's
breach of any covenants, representations and warranties made therein,
(ii) 1CoolSearch's performance under this contract, and (iii)
the copying, printing, distributing, transmitting or publishing
of advertiser's/agency's advertisements or collateral information
by 1CoolSearch.
10. Limitation
of Liability. UNDER NO CIRCUMSTANCES WILL 1CoolSearch BE
LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY
WAY ARISING OUT OF OR RELATED TO THIS CONTRACT, EVEN IF 1CoolSearch
HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
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