CPA2Biz Inc. Google AdWords® Advertising Program Terms

These CPA2Biz Inc. Google AdWords® Advertising Program Terms ("Terms") are agreed to by the customer signing these Terms or any document that references these Terms or that accepts these Terms electronically ("Customer") and CPA2Biz, Inc. ("CPA2Biz"). These Terms govern Customer's participation in CPA2Biz's advertising program(s) ("Program").  CPA2Biz and Customer hereby agree and acknowledge:

1     Policies. Program use is subject to the CPA2Biz Privacy Policy and other CPA2Biz web site policies (collectively, “Policies”), and Customer agrees to abide by such Policies. Policies may be modified at any time.  Customer shall direct only to CPA2Biz communications regarding Customer ads. To the fullest extent permitted by law, all services are provided "AS IS," without any warranties and at Customer's option and risk. CPA2Biz may modify ads to comply with any Policies.

2     The Program. Customer is solely responsible for all: (a) ad targeting options and keywords (collectively, “Targets”) and all ad content, ad information, and ad URLs ("Creative"), whether generated by or for Customer; and (b) web sites, services and landing pages to which Creative links or directs viewers, and all advertised services and products (collectively, "Services"). Customer understands and agrees that ads may be placed on any content or property upon which Google Inc. (“Google”) places ads.  Customer authorizes and consents to all such placements.  Customer agrees that all placements of Customer's ads shall conclusively be deemed to have been approved by Customer unless Customer produces contemporaneous documentary evidence showing that Customer disapproved such placements in the manner specified by CPA2Biz. Customer must provide CPA2Biz with all relevant Creative by a week prior to the placement of the advertisements.  CPA2Biz may modify any of its Programs at any time without liability.  CPA2Biz also may modify these Terms at any time without liability, and Customer's use of a Program after notice that these Terms have changed constitutes Customer's acceptance of the new Terms. CPA2Biz may reject or remove any ad for any or no reason.

3     Cancellation.  Customer may cancel advertising online with prior written notice to CPA2Biz, including without limitation electronic mail; however, Customer shall not be entitled to any refund of fees previously paid therefor. The cancellation of advertising may be subject to Program policies or CPA2Biz's ability to re-schedule reserved inventory or cancel ads already in production.  Cancelled ads may be published despite cancellation if cancellation of those ads occurs after any applicable commitment date as set forth in advance.  CPA2Biz may cancel immediately any of the Programs, or these Terms, at any time with notice, in which case Customer will be responsible for any ads already run and CPA2Biz will refund prepaid fees for ads that were to be published after the cancellation date.  Sections 1, 2, 3, 5, 6, 7, 8 and 9 will survive any expiration or termination of these Terms.

4     Prohibited Uses; License Grant; Representations and Warranties. Customer shall not, and shall not authorize any party to, advertise anything illegal or engage in any illegal or fraudulent business practice relating to or in connection with the Program.  Customer represents and warrants that it holds and hereby grants CPA2Biz all rights (including without limitation any copyright, trademark, patent, publicity or other rights) for CPA2Biz to operate Programs (including without limitation any rights needed to license to Google on the Customer’s behalf the rights to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Creative or Targets) in connection with these Terms ("Use").  Customer represents and warrants that (a) all Customer information is complete, correct and current; and (b) any Use hereunder will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights).  Violation of the foregoing may result in immediate termination of these Terms or Customer's account without notice and may subject Customer to legal penalties and consequences. Customer further agrees that as between Customer and CPA2Biz, CPA2Biz will own all data provided to either party by Google in connection with Programs.

5     Disclaimer and Limitation of Liability. To the fullest extent permitted by law, CPA2Biz DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To the fullest extent permitted by law, CPA2Biz disclaims all guarantees regarding: (i) costs per click; (ii) click through rates; (iii) availability and delivery of any impressions; (iv) clicks; (v) conversions or other results for any ads; (vi) the accuracy of data (e.g. reach, size of audience, demographics or other purported characteristics of audience); and (vii) the adjacency or placement of ads within a Program, in each case including, without limitation, the positioning, levels, quality, or timing thereof. Customer understands that third parties may generate impressions or clicks on Customer's ads for prohibited or improper purposes, and Customer accepts the risk of any such impressions and clicks.  Customer's exclusive remedy, and CPA2Biz's exclusive liability, for suspected invalid impressions or clicks is for Customer to make a claim for a refund in the form of advertising credits within the time period required under Section 7 below.  Any refunds for suspected invalid impressions or clicks are within CPA2Biz's sole discretion.  EXCEPT FOR (A) INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER, (B) DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND (C) CUSTOMER'S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO CUSTOMER'S BUSINESS), WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) 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 CPA2BIZ BY CUSTOMER FOR THE AD GIVING RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.

6     Agency. Customer represents and warrants that (a) it is authorized to act on behalf of and has bound to these Terms any third party for which Customer advertises (a "Principal"), and (b) Customer shall not disclose a Principal's Program information to any other party without such Principal's consent. 

7     Payment. Customer shall be responsible for and shall pay all charges in U.S. Dollars. Unless agreed to by the parties in writing, Customer shall pay all charges in advance, on such terms as the parties shall agree. Charges are exclusive of taxes. Customer is responsible for paying all taxes and other government charges. To the fullest extent permitted by law, Customer waives all claims relating to charges unless claimed within 60 days after the charge is billed (this does not affect Customer's credit card issuer rights). To the fullest extent permitted by law, refunds (if any) are at the discretion of CPA2Biz and only in the form of advertising credit. Customer acknowledges and agrees that any credit card and related billing and payment information that Customer provides to CPA2Biz may be shared by CPA2Biz with companies who work on CPA2Biz's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to CPA2Biz and servicing Customer's account. CPA2Biz may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. CPA2Biz shall not be liable for any use or disclosure of such information by such third parties.

8     Indemnification. Customer shall indemnify and defend CPA2Biz and its agents, affiliates and licensors from any third party claim or liability, as well as reasonable related costs and expenses, arising out of Use, Customer's Program use, Creative and Services and breach of these Terms. 
9     Miscellaneous. THESE TERMS SHALL BE GOVERNED BY NEW YORK LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.  ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF NEW YORK COUNTY, NEW YORK, USA, AND CPA2BIZ AND CUSTOMER CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. These Terms constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersede and replace any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in agreeing to these Terms except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Customer shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation.  Any notices to CPA2Biz must be sent to CPA2Biz, Inc., Advertising Programs, 100 Broadway, 6th floor, New York, NY 10005, USA, via confirmed facsimile, with a copy sent via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of these Terms will remain in full effect. Customer may not assign any of its rights hereunder and any such attempt is void. CPA2Biz and Customer are not legal partners or agents, but are independent contractors.  In the event that these Terms or a Program expire or is terminated, CPA2Biz shall not be obligated to return any materials to Customer. Notice to Customer may be effected by sending an email to the email address specified in Customer's account, and is deemed received when sent.