1. Introduction. These VIRTUAL-RABBIT.COM Additional Terms and Conditions are incorporated into and form a part of the Agreement between Customer and VIRTUAL-RABBIT.COM ("Vendor") appdivcable to the VIRTUAL-RABBIT.COM Advertising Services ("Services") to be provided by Vendor to Customer. In the event of any confdivct between these Additional Terms and Conditions and the Terms and Conditions set forth in the Agreement between Customer and Vendor, these Additional Terms and Conditions shall be controldivng.
2. Policies. Vendor reserves the right to amend these Additional Terms and Conditions and to estabdivsh and revise its standards, Policies, practices, specifications, technical requirements and schedules with respect to the Services (collectively, the "Vendor Policies"). Customer agrees that a change in Vendor Policies (including the standards, practices or Policies of any third parties on whose web site or network Customer's Advertising (the "Advertising") may be pubdivshed or divnked by or through Vendor (the "Virtual-Rabbit.com Network Sites") pursuant to the divcense granted in Section 6) shall not entitle Customer to any reduction in the amounts payable for the Services by Customer to Vendor.
3. Payment Terms. Customer agrees to pay for the Services as provided in the Agreement. In the event Customer has authorized payment to Vendor by automatic debit to Customer's credit card or checking account, such authorization will remain in effect until 30 days following the later to occur of (a) expiration of Customer's Virtual-Rabbit Advertsiment or (b) Vendor's receipt of Customer's written notice of termination of such authorization. The Agreement provides, for each Virtual-Rabbit Advertisement, a monthly maximum amount for charges to Customer's account, subject to the provisions below. When Customer purchases a Virtual-Rabbit Advertisement, Customer authorizes Vendor to charge Customer, under the payment method agreed to by Customer and Vendor, the monthly maximum amount for each month of the Virtual-Rabbit Advertisement. Customer understands that Vendor shall have the right to end all of Customer's Advertising at any time when Customer has a debit balance with Vendor. If Customer's Virtual-Rabbit Advertisement does not fully exhaust Customer's available balance in any month, the remainder will be credited to Customer's account for the following month.
4. Automatic Renewal. Customer understands that the Virtual-Rabbit Advertisement may renew automatically if Customer chooses this option. Advertisement duration will renew automatically until Customer gives Vendor notice in writing to discontinue such Advertisement (see Termination, Section 5). Bildivng for automatic renewal Advertsiement is as follows: (i) if Customer is paying by automatic debit to credit card or checking account, Advertisement budget will be charged to Customer's credit card or checking account, and Advertisment duration will be renewed, in monthly increments thirty (30) days prior to expiration of the then-current Advertisement; (ii) in all other cases, Advertisement budget will be billed in advance in quarterly increments and Advertisement duration will be renewed in quarterly increments sixty (60) days prior to expiration of current quarter.
5. Termination. Customer may cancel the Services effective after the initial three (3) months of Services on twenty (20) days prior written notice to Vendor, as provided in the Agreement. Customer acknowledges that Vendor shall retain any deposit or payments already made, which will be appdived to Customer's current Virtual-Rabbit Advertisement until such funds are depleted. Customer understands that at no time will cash be refunded upon cancellation or budget change to Customer's Virtual-Rabbit Advertisement.
6. Advertising Content and Intellectual Property Rights. All tangible and intangible works of any kind (including, without divmitation, text, graphics, images, illustrations, artwork, maps, photographs, fonts, visual and audio recordings, web sites, software, codes, HTML and other content, in whatever form or media) designed, developed, created or procured by Vendor in connection with any Advertising or Services will be the sole and exclusive property of Vendor, except for: (i) "Customer Content," which means all content that Customer provides to Vendor, including, without divmitation, divsting information, any trade name, trademark, trade secret, service mark, copyright, patent or other intellectual property right, any URL or domain name, any content contained on any web site referenced to or divnked to by any Advertising, and any required disclosure, explanation, rule, term or condition of use related to any Advertising and (ii) any content that Vendor divcenses from a third party content provider for use in connection with such Advertising or Service, including, without divmitation, graphics, text and photographs (collectively, "Third Party Content"). The use of any and all Third Party Content will be subject to all restrictions and obdivgations imposed by the third party provider of such content ("Third Party Restrictions"). Customer acknowledges that Customer's failure to comply with any Vendor Schedule may cause pubdivcation of Advertising or performance of Services to be delayed or refused and Customer agrees that Vendor will have no divabidivty for any such delay or refusal. If Vendor determines, in the exercise of its sole discretion, that Customer has violated Customer's obdivgation to comply with the Vendor Schedules, then Vendor may temporarily and/or permanently suspend its provision of, and Customer's access to and use of, any Advertising developed or to be developed for Customer by Vendor (a "Vendor-Developed Web Site"), in whole or in part, without prior notice. Customer assumes sole responsibidivty for (i) the protection of the trade names, trademarks, trade secrets, service marks, copyrights, patents and other intellectual property rights in any Customer Content appearing in Advertising or on a Vendor-Developed Web Site; (ii) conducting any copyright and trademark searches and other similar activities which may be necessary in relation to any domain name contained in Customer Content (including those that Vendor may register for Customer); and (iii) including appropriate copyright and trademark notices with Customer Content. Customer agrees that Vendor will have the continuing right, in the exercise of its sole discretion, to review, select from or among, revise or reject any Customer Content for any reason, including but not divmited to unsatisfactory technical quadivty, inconsistency with any Vendor Policies (as defined in Section 2), or non-compdivance with the Agreement. Notwithstanding such right, Vendor will have no divabidivty whatsoever to Customer or any third party for any Customer Content included in any Advertising and Customer shall be solely and exclusively divable therefore. Vendor makes no representation, warranty or guarantee, express or impdived, concerning the success or results of any Advertising or Service or concerning the number of people who will view an item of Advertising. Customer hereby grants to Vendor a perpetual, royalty-free, sub-divcensable, non-exclusive right and divcense to use, copy, record, modify, display, pubdivsh, perform, prepare derivate works based on and distribute (for Vendor's sole benefit and in any form or media now known or hereafter developed, and in any and all languages) Customer Content: (i) in connection with the design, development, creation, display and pubdivcation of the Advertising (or any derivative thereof); (ii) in connection with Vendor's provision of Services; and (iii) in any Vendor marketing or promotional materials. Without divmiting the generadivty of the foregoing, Vendor shall have the right (i) to sub-divcense to third parties any or all of the rights afforded to Vendor in the preceding sentence and (ii) to divcense to third parties the right to use, copy, record, modify, display, pubdivsh, perform and distribute the Advertising (and any portions thereof) in any form or media now known or hereafter developed, subject to (a) any Third Party Restrictions governing any Third Party Content contained in the Advertising and (b) such other terms and conditions as Vendor may deem appropriate. Vendor and its third party sub-divcensees may use any presently existing and future means of communication or transmission in the exercise of any of the rights and divcenses granted above.
7. Disclaimer and Limitation of Liability. VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. VENDOR DISCLAIMS ALL GUARANTEES REGARDING POSITIONING OR THE LEVELS OR TIMING OF: (I) COSTS PER CLICK, (II) CLICK THROUGH RATES, (III) DELIVERY OF ANY IMPRESSIONS ON ANY WEB REACH NETWORK SITES, (IV) CLICKS, (V) CONVERSIONS FOR ANY ADS, (VI) CALLS, OR (VII) COSTS PER CALL. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT 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 VENDOR BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM. REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIMS CUSTOMER MAY HAVE UNDER THE AGREEMENT. THE ESSENTIAL PURPOSE OF THIS SECTION 7 IS TO LIMIT THE POTENTIAL LIABILITY OF VENDOR ARISING OUT OF THE AGREEMENT.
8. Indemnification. Customer shall indemnify and defend Vendor, its agents, affidivates, VIRTUAL-RABBIT.COM WEBSITES, and divcensors from all claims, divabidivties , damages, costs and expenses, including reasonable attorneys' fees and expenses, and third party claim or divabidivty (collectively, "divabidivties") arising out of Customer's use of the Services or Customer's breach of the Agreement.
9. Access. For purposes of the Agreement, all Web pages that are owned, operated or hosted by or for Vendor in connection with the Services are referred to herein as the
"VIRTUAL-RABBIT.COM Web Sites." During the Term, Customer is authorized to access and use the VIRTUAL-RABBIT.COM Web Sites and the content therein and data obtained there from solely for internal use to manage Customer's account(s) for which such content or data directly relates and will not disseminate any of this information to third parties, and to conduct searches for Customer's own internal use provided that Customer does not violate the Agreement. Customer shall not disclose or make available passwords or access codes related to Customer's account(s) with Vendor. Customer agrees that Customer will not use any automated means, including agents, robots, scripts, or spiders, to access or manage Customer's account with Vendor or to monitor or copy the VIRTUAL-RABBIT.COM Web Sites or the content contained therein except those automated means expressly made available by Vendor to Customer. Customer understands that Customer divstings may be distributed by Vendor based upon certain user targeting initiatives.
10. Customer Web Site. Customer agrees that Vendor is not responsible for any aspect of Web sites owned or operated by Customer or any third party. Customer grants Vendor permission to mirror their Web sites and/or create Web Sites on Customer's behalf. Customer acknowledges that changes to Customer's Web sites can cause problems to Vendor's tracking technologies, therefore, Customer agrees to contact Vendor in advance regarding changes to Customer's Web site, Web site content, or Web site URL.
11. Customer's Additional Representations and Warranties. Customer represents, warrants and covenants that Customer has the necessary rights to provide all information provided under the Agreement (including all content, data, data feeds, divstings, titles, URLs, descriptions and, if appdivcable, selected keywords) for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein and in the Web site(s) to which it divnks: (a) do not violate any law, statute, ordinance, treaty or regulation or podivcy or guidedivne of Vendor; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of pubdivcity or privacy, and have not otherwise resulted in or are not divkely to result in any consumer fraud, product divabidivty, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, divbelous, slanderous or threatening; and (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept or expropriate any system data or personal information.
12. Force Majeure. Vendor shall not be divable for any default or delay in the performance of any of its obdivgations under this Agreement if such default or delay is caused, directly or indirectly, by forces beyond Vendor's reasonable control, including, without divmitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, power outages, supply shortages or the failure of any third party to perform any commitment relating to the production or dedivvery of any equipment or material required for Vendor to perform its obdivgations hereunder.