Terms and Conditions

1. INTRODUCTION. Please read this Agreement carefully prior to using the Services. The following terms and conditions govern the use of SearchIgnite's Services (as defined below). By clicking "I agree", or by registering with SearchIgnite, a service owned and operated by SearchIgnite, Inc. ("SearchIgnite", "Our" and "We") and opening a customer account, or by using the Services, you agree that you or the company or other entity listed in your registration as the "Subscriber" or "Customer" (referred to herein as "you" or "your") will abide and be bound by these terms and conditions. You are also responsible for use of the Services by any of your employees, agents, representatives or any other person who logs into your account using your login and password, and for ensuring their adherence to these terms and conditions. You represent and warrant that you have the authority to legally bind yourself and the "Subscriber". SearchIgnite may change or modify these terms and conditions at any time by notice on its website or by email to you. If you do not agree with these terms and conditions or any subsequent change thereto, you agree to terminate your account and cease use of the Services.

2. SERVICES.SearchIgnite hereby grants you a non-exclusive license to use the services described on its website from time to time (the "Services") pursuant to these terms and conditions. The Services are provided to you through the website located at www.searchignite.com. SearchIgnite may change, modify, alter, suspend, remove, disable access to, terminate or discontinue all or any portion of the Services at any time for any reason, with or without notice, without cost or liability to you or anyone else.

3. RESTRICTIONS. You agree you will not (i) modify, translate, or create derivative works based on the Services, or permit others to do so, (ii) rent, lease or transfer your account or password, (iii) use a single account for multiple business entities, or (iv) reverse engineer or disassemble the Services. You may use the Services solely to manage your own account(s). You may not use the Services for any other purpose. Your account is personal to you and non-assignable. You may not provide access to the Services or to your account to any third party other than your employees and agents for whom you agree to be responsible. You agree that you will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access your account with SearchIgnite or to monitor or copy our website or the content contained therein. You may not use any device, software, virus, worm, reverse engineering, or routine to interfere or attempt to interfere with the proper working of our website or Services, or the links, tracking, or reporting methods employed by SearchIgnite. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure, as solely determined by SearchIgnite.

4. THIRD PARTY PROVIDERS. Third Party Provider(s) may include, but are not limited to web site publishers, pay-per-click search engines, advertising networks, email providers, and/or any other third party with whom you maintain an account and are using the Services to manage such account. SearchIgnite may add or remove Third Party Providers at any time in its sole discretion. SearchIgnite is not affiliated with and does not have any control over Third Party Providers or their services. SearchIgnite is not responsible for any services provided by any Third Party Provider, or for any failure of any Third Party Provider to honor any placements you make using the Services. SearchIgnite is also not responsible for the functionality, interface, availability, or operability of any Third Party Provider. While SearchIgnite will use reasonable efforts to provide the Services to you, SearchIgnite cannot guarantee that a Third Party Provider will make any changes submitted by SearchIgnite on your behalf. You must resolve any problems encountered with any Third Party Provider yourself. SearchIgnite will intervene only at its own discretion. You are responsible for opening your own account with each Third Party Provider with whom you wish to place advertisements using the Services. You are solely responsible for adhering to the terms and conditions of use of the Third Party Provider's services, and for payment of all fees, costs and expenses incurred with any Third Party Provider through your use of the Services. You grant SearchIgnite the right to access your accounts with Third Party Provider(s) and alter the data within those accounts using your account information for the purpose of providing the Services.

5. AVAILABILITY OF SERVICE. From time to time the Services may be inaccessible, unavailable or inoperable for any reason, including but not limited to maintenance, hardware or software failures, third party problems, or otherwise. SearchIgnite will attempt to provide the Services on a continuous basis, but SEARCHIGNITE DOES NOT GUARANTEE "UP TIME" OR AVAILABILITY AND MAKES NO GUARANTEES AND IS NOT RESPONSIBLE FOR YOUR ABILITY TO USE OR NOT USE THE SERVICES AT ANY TIME. You are responsible, at your sole cost and expense, for obtaining and maintaining all necessary and compatible hardware, software, telecommunications, internet links, programs and other required equipment and services to enable your use of the Services, including, but not limited to, computers, networks, web browsers, firewalls, virus protection, and service providers.

6. SECURITY. You are responsible for all activities that occur under your password and account. It is your responsibility to keep your login, password and account information confidential. You shall be solely responsible for the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store using the Services. You shall be solely responsible for any authorized or unauthorized access to your account by any person, including, without limitation, any fees, charges, or expenses incurred with SearchIgnite or any Third Party Provider. You must notify SearchIgnite immediately of any unauthorized use of your account so that SearchIgnite can suspend use of your account until a new login and password can be issued.

7. PRIVACY. You consent to the use and collection of your information in accordance with SearchIgnite's privacy policy located at www.searchignite.com/privacy.html. This Privacy Policy is part of this Agreement and you agree that the use of data as described in the Privacy Policy is not an actionable breach of your privacy or publicity rights.

8. PAYMENT. SearchIgnite's fees and billing and cancellation policies are located at http.//www.searchignite.com/pricing.html and are incorporated herein by reference. You agree to pay SearchIgnite all applicable fees and charges to your account according to the payment terms therein and as billed to you at any time. All payment shall be made in United States dollars in such form as may be accepted by SearchIgnite from time to time.

1. Billing Schedule. If you are participating in a trial period, if you do not cancel Services on or before the trial period ends, billing will begin immediately after the trial period has ended.
2. Method of Payment. You expressly authorize SearchIgnite to charge your credit card, charge card, or debit card for any and all applicable fees, charges and expenses associated with your account. If payment cannot be charged to your credit/charge/debit card, for whatever reason, or if there is a charge-back for any reason, SearchIgnite may suspend or terminate your account. In such event, you will remit payment immediately and provide an alternate credit card, charge card, or debit card.
3. Failure to Make Payment. If you fail to make any payment, or if you charge-back, you will be responsible for all reasonable expenses (including attorneys' fees) incurred by SearchIgnite in collecting such amounts plus interest at the rate of 18% per annum, or the maximum amount permitted by law, whichever is greater.
4. No Refunds. 100% of all fees, charges and expenses are NON-REFUNDABLE.
5. Rate Changes. SearchIgnite reserves the right to change the rates for its Services in its sole discretion at any time and from time to time by changing its online pricing schedule. Other notice, including direct notice to you is not required and may or may not be provided. Use of the Services following any rate change shall constitute your agreement to the change.

9. ASSIGNMENT OR RESALE. You may not resell, assign, or transfer any of your rights under this Agreement without SearchIgnite's express written consent. SearchIgnite may assign your account and this Agreement to any purchaser or successor in interest to all or part of its business or assets associated with the provision of the Services.

10. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES. The following exclusions and disclaimers are an essential part of this agreement and formed the basis for determining the price charged for the products.

1. No Guarantee or Warrantee. The Services are a tool provided for your use. You are solely responsible for your use of the Services and the results obtained. SearchIgnite is not responsible for your results, the effectiveness of your advertisements, search listings, keywords, placement of advertisements, bid results, or any other result or effect of your use of the Services. YOUR USE OF OUR WEBSITE AND THE SERVICES IS AT YOUR OWN RISK. THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY GUARANTEE OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY, OR IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR COURSE OF CONDUCT. WE DISCLAIM ANY WARRANTY REGARDING THE AVAILABILITY, ACCURACY OR CONTENT OF THE SITE, SERVICES, AND/ OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SITE AND/OR SERVICES, OR ANY ECONOMIC BENEFIT YOU MAY GAIN FROM USE OF THE SITE AND/OR SERVICES.
2. Limitation of Liability. SearchIgnite does not represent or warrant that the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services or our servers will be free of viruses or other harmful components. SearchIgnite does not warrant or represent that the use or the results of the use of the Services or the materials made available as part of the Services will be correct, accurate, timely, or otherwise reliable. Except as expressly agreed, SearchIgnite is not responsible for your data residing on SearchIgnite servers. SearchIgnite is not responsible for your account or data with Third Party Providers. SearchIgnite does not represent or warrant that the Services or payment plans will meet your objectives or needs. SearchIgnite shall not be responsible for unauthorized access to or alteration of your data.
3. Exclusive Remedy and Exclusion of Consequential and Other Damages. SearchIgnite's cumulative liability to you or any other party for any loss or damages, regardless of the form of action, shall not exceed all amounts paid by you to SearchIgnite during the three month period immediately preceding any such liability. SearchIgnite will not be otherwise liable to you or any third-party claimant for any direct, indirect, special, punitive, consequential, or incidental damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of this Agreement and/or the use of or inability to use the Services, regardless of the form of action whether in contract, tort, warranty, negligence, strict liability, breach of any statutory duty, indemnity or contribution, or otherwise, even if SearchIgnite has been advised of the possibility of such damages. The exclusion contained in this paragraph shall apply regardless of the failure of the exclusive remedy provided in the foregoing paragraph.

11. YOUR REPRESENTATIONS. You represent and warrant (i) that you have sufficient authority to enter into this Agreement.; (ii) that you have the right to provide SearchIgnite with access to your accounts with Third Party Providers; (iii) that you are in compliance with all applicable laws; (iv) that you shall not be in violation of any obligation, contract or agreement by entering into this Agreement, by performing your obligations under these terms or by authorizing and permitting SearchIgnite to perform the Services hereunder; (v) that you shall comply with all of the terms and conditions of this Agreement, as amended from time to time; and (vi) that all information provided by you are truthful, accurate, and complete, and is not misleading in any way.

12. INDEMNIFICATION. You agree to indemnify and hold SearchIgnite and our directors, officers, employees, advisors and agents harmless from and against any and all liability, expenses, or losses of any kind, including reasonable attorneys' fees and costs, incurred by any of the foregoing in connection with any claim of any kind arising out of (i) your use of our website or the Services, (ii) your violation of this Agreement, (iii) your accounts with or use of the services of Third Party Providers, or any violation of any agreement with any third Party Provider, (iv) your provision of goods or services to any third party, or (v) any breach of your representations or warranties to us.

13. NOTICES. We will provide all notices to you to the contact person and at the address, email address, or fax number identified on your account. You must send all notices to us at rbarnette@SearchIgnite.com, or such other address as provided on our website from time to time.

14. NO AGENCY. The parties to this Agreement are independent contractors and this Agreement does not create and shall not be construed to create an agency, partnership, joint venture or other association relationship between the parties.

15. TERM, TERMINATION, AND CANCELLATION.

1. Term. The term of this Agreement shall begin upon your acceptance of these terms and conditions and shall end when terminated by you or by SearchIgnite. You may terminate your account at any time, contingent upon your payment of all amounts outstanding thereunder.
2. Your Right to Terminate. You may terminate this Agreement and your account at any time, by providing written notice to us or by following the online instructions, if any. Termination will become effective within 1 business day of our receipt of your termination notification.
3. Our Right to Terminate. Notwithstanding anything contained in this Agreement to the contrary, SearchIgnite may accept or reject any new subscriber for any reason, and may terminate your account at any time and for any reason.
4. Effect of Termination. Upon termination, you will no longer be able to access your account. Regardless of which party terminates this Agreement, you will be responsible for all charges incurred up to and through the date of termination including payment obligations, all of which shall be due and payable immediately upon your termination of your account.
5. Survival. Sections 3, 4, 6, 7, 10, 11, 12, 13, 14, 16, 17, 18, 20, 21 and 23 shall survive any termination of this Agreement.

16. TRADEMARKS. Without the prior written consent of the SearchIgnite, you may not display or use any of the logos, slogans, trademarks, service marks, or trade dress of SearchIgnite, nor provide a link to our website.

17. PROPRIETARY RIGHTS. SearchIgnite owns all right and title in and to our websites and the Services, including but not limited to all software, code, and copy, and all patent rights, copyrights, trademarks, trade secrets and other intellectual property rights therein. No right is granted to you other than as expressly described herein.

18. LINKS. Our website and the Services may contain hyperlinks to third party web sites. Third party linked sites are not under the control of SearchIgnite, and SearchIgnite is not responsible for, and makes no representations or warranties with respect to the contents, privacy policies, use, practices of, or services provided by any linked sites or any link contained therein. The inclusion of a linked site is for your convenience only and is not intended and should not be construed as an endorsement or recommendation by SearchIgnite of the linked site or its content.

19. MARKETING. You grant SearchIgnite a non-exclusive license as long as this Agreement is in effect to use, reproduce, publicly and digitally display and perform, transmit and broadcast your name, logos, trademarks, trade names, service marks, URLs and slogans to advertise, market, promote and publicize the Services, including the inclusion of your trademarks in SearchIgnite's marketing materials and on SearchIgnite's "partners' and testimonial page". SearchIgnite will remove any such reference upon your express written consent.

20. CONFIDENTIALITY. "Confidential Information" means any information disclosed to you by SearchIgnite, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by SearchIgnite; (ii) becomes publicly known and made generally available after disclosure to you by SearchIgnite other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, at the time of disclosure by SearchIgnite as shown by your files and records immediately prior to the time of disclosure. You shall not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information, (b) use any Confidential Information, or (c) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain SearchIgnite's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to SearchIgnite immediately upon SearchIgnite's request.

21. ENTIRE BINDING AGREEMENT. This Agreement shall be binding upon the parties and represents the entire agreement between the parties with respect to the subject matter covered by this Agreement. No other agreement (whether written or oral), statement, or promise made by any party, or by any employee, officer, or agent of any party regarding the business relationship between the parties, that is not contained in this Agreement shall be binding or valid, unless such agreement shall be in writing and signed by the parties hereto after the execution of this Agreement.

22. AMENDMENT. This Agreement may not be modified or amended except by a writing signed by the parties hereto.

23. WAIVER. The failure of either party to this Agreement to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of the Agreement.

24. FORCE MAJEUR. If SearchIgnite is prevented from completing performance of any or all of its obligations under this Agreement by any cause or causes beyond the reasonable control, including but not limited to acts of God, acts or omissions of any government or any rules, regulations, or orders of any governmental authority or any officer, department, agency, or instrument thereof, fire, storm, earthquake, accident, acts of the public enemy, war, rebellion, Internet brown out, Internet virus attack, insurrection, riot, invasion, strikes, or lockouts, then it shall be excused from further performance.

25. GOVERNING LAW. The construction and interpretation of this Agreement shall at all times and in all respects be governed by and construed according to the laws of the State of New York without regard to any conflict of law provisions thereof.

26. NOTICE. All notices, requests, demands, and determinations under this Agreement (other than routine operational communications), shall be in writing and shall be deemed duly given upon receipt and may be delivered by (i) hand; (ii) express courier with a reliable system for tracking delivery; (iii) confirmed facsimile with a copy sent by another means specified in this Section, or (iv) United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed to the recipients as set forth above.

27. JURISDICTION. The parties agree to bring any dispute relating to this Agreement in a federal or state court in New York, New York and hereby irrevocably submit to the exclusive jurisdiction of such courts.

Last Updated May 12, 2006