Last updated: August 6, 2015
IMPORTANT - READ CAREFULLY: THIS ADVERTISING SERVICES ADDENDUM ("ADDENDUM") IS A LEGAL AGREEMENT BETWEEN YOU AND ANY COMPANY YOU REPRESENT (COLLECTIVELY, "YOU" AND "YOUR") AND INFUSION SOFTWARE, INC. ("KEAP").
Because you’ll be using the Advertising Services to use yourself or as an agent for the actual advertising person or entity, we’ll refer to you as the “Advertiser” in this Addendum, regardless of which situation applies. You agree that your acceptance of this Addendum will legally bind any such advertisers, that you are legally authorized to bind them in this manner, and that you and the advertiser you represent are jointly and separately (severally) bound by your acceptance of this Addendum as if you each separately consented to it.
Article I. Advertising Services and Respective Obligations
1.1 In performing and providing the “Advertising Services,” Keap will market Advertiser’s business/service through select online methods, websites, and the like, often through partnerships with other companies or services, such as Google AdWords™. Advertising Services offered by Keap will change from time to time and may be discontinued by Keap at any time.
1.2 This Addendum applies only to the specific Advertising Services you request and pay for and Keap provides.
1.3 Advertiser understands that clicks to Advertiser’s site, including clicks on search engines, shopping engines, content sites, and the like, may include singular/plural combinations, misspellings, and other related but not exactly Advertiser-matched search terms that Keap uses to map to Advertiser’s campaigns.
1.4 Advertiser is solely responsible for the quality and accuracy of its own and its clients’ (if applicable) websites, landing pages and redirect websites that link to ads.
1.5 Advertiser agrees to remain responsible for, and will not hold Keap or its partners, if applicable, responsible for, the activities of visitors who come to Advertiser's websites through or as a result of the Advertising Services.
Article II. Fees
Fees and pricing for the Advertising Services are set forth on your Order Form; by accepting this Addendum, Advertiser expressly agrees to pay the fees and pricing for those Advertising Services.
Article III. No Website Services Provided by Keap
Advertiser agrees and acknowledges Advertiser, and not Keap or any partner of Keap, is solely responsible for Advertiser’s website design, creation, and operation, including website content and visitors, and for the general operation of Advertiser’s business, both via such websites and otherwise.
Article IV. Advertiser Representations and Warranties
Advertiser represents and warrants to Keap and its partners (if applicable) that:
4.1 Advertiser is responsible for its own responsiveness to communications and inquiries from customers and from Keap and its partners in relation to the Advertising Services, and Advertiser acknowledges that failure to timely respond could detrimentally affect the Advertising Services’ effectiveness;
4.2 All information and materials Advertiser provides Keap or its partners in connection with Advertising Services is accurate and complete, and Advertiser is legally authorized to use it;
4.3 Advertiser either owns, or has valid administrative rights and/or agency arrangements in place for, all websites the Advertising Services relate to; and
4.4 The information, materials and websites referenced in the two paragraphs above, as provided by Advertiser to Keap or its partners: do not violate any applicable law or infringe any third party rights; are not false or misleading; have not given and will not give rise to any liability in contract or tort to any third party; and do not contain, promote, or offer any form of virus, or any malware, spyware, adware, or similar advertising or information collection software.
Article V. Use of Information
Advertiser agrees that Keap may share all data it obtains, including product performance data, with its partners in providing the Advertising Services, who shall have the same rights to access and use said data as Keap itself and shall be a beneficiary of the terms and conditions of this Addendum.
Article VI. Indemnification
With respect to the Advertising Services, Advertiser warrants that your business shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable federal, state and local laws and regulations, as well as the Keap Acceptable Use Policy, in connection with your use of the Advertising Services, and you agree to indemnify and hold Keap and its partner in providing the Keap Services, if applicable, harmless from and against any third party or government claims, including all related damages, costs and expenses (including reasonable attorneys' fees), that arise due to your breach of this warranty.
Article VII. Limitation of Liability and Warranty Disclaimer
7.1 Advertiser acknowledges and agrees that it will not hold Keap or its partner, if applicable, liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service or other unavailability of the Internet or websites in which the advertisements are published for whatever reason. Advertiser acknowledges and agrees that errors or mistakes in the performance of the Advertising Services, including but not limited to misspellings or miscommunications, do not create a right to refund for Advertiser. Advertiser will give Keap timely notice of any such errors or omissions and allow reasonable time to cure them.
7.2 Keap makes no representations or warranties relating to the results of Advertising Services and makes no guarantees regarding the accuracy, reliability, or completeness of any third party data. In no event shall Keap or its partner, if applicable, be responsible for any consequential, special, lost profits, or other damages arising under this Addendum.