Mirago - Advertiser Listings Terms and Conditions


		1. DEFINITIONS Mirago Advertiser Listings Terms and Conditions For the purpose of these Terms and Conditions: ''Advertiser'' Means the party purchasing advertising services from Mirago; "Advertising Services" Means the services provided by Mirago to the Advertiser under these Terms and Conditions; ''Click Through'' Means the event which occurs when the link associated with a Listing is activated by an Internet user, which causes the user to be delivered to the website submitted with the Listing; ''Listing'' Means the textual title, summary, associated website address and logo (or a combination agreed by Mirago) prepared by the Advertiser which is designed to promote visits to the Advertiser's website; ''Mirago'' Means Mirago plc; "Terms and Conditions" Means these Terms and Conditions to include any amendments made in accordance with these Terms and Conditions; "Web Site" Means the website of Mirago. ''User'' Means an Individual activating an Advertiser Listing by Clicking Through. "Search" Means the action performed by a User to seek information or services via the Mirago network. Mirago Advertiser Listings are displayed when a registered keyword matches the User Search. ''Context Stream'' Means the method Mirago use of selecting Advertiser Listings automatically without the User performing a Search. Relevant Listings are automatically rendered on relevant Context Stream partner pages 2. PROVISION OF SERVICES The purchase of Advertising Services by the Advertiser shall be in accordance with these Terms and Conditions which shall apply to the exclusion of any other terms and conditions specified by the Advertiser. Mirago may change these Terms and Conditions from time to time. Upon any such change, Mirago will post the amended Terms and Conditions on the Web Site and thereby notify the Advertiser that they have been changed. The amended Terms and Conditions shall automatically become effective immediately after they are initially posted on the Web Site and any use of the Advertising Services after such date shall be subject to the amended Terms and Conditions. These Terms and Conditions may not otherwise be amended, except in writing, signed by both parties. The Advertisers continued use of the Advertising Services after the posting of the amended Terms and Conditions on the Web Site constitutes the Advertisers acknowledgement of and agreement to these Terms and Conditions as so amended. Please therefore check the Web Site regularly. Mirago at its sole discretion, reserves the right to reject the Advertiser´s Listing(s) or cease to display it. Upon Advertisers submitting a Listing, Mirago has the right to display, transmit and promote the Listing and resulting visitors to the Advertisers site shall have the right to access any material or services linked to/from the Listing. Any typographical, clerical or other error or omissions in any web document, sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Mirago shall be subject to correction without any liability on the part of Mirago. For the purpose of these Terms and Conditions, the number of Click-throughs shall be exclusively calculated by Mirago from schedules derived from the log files created within the Web Site. 3. PAYMENT TERMS By bidding for a Click Through which relates to a Listing, the Advertiser determines the amount of money charged to the Advertiser´s account each time a User Clicks Through to the site associated with the Listing. Prices do not include VAT. Mirago will provide a VAT invoice for each deposit or top up payment. 3.1 Pre Payment AccountThe Advertiser will be required to pay an initial deposit of £50 which is non-refundable and should be used to buy Click Throughs. The non-refundable deposit itself can be used up against further advertising within that scheme. Should the Advertiser choose to deposit an amount greater than £50, the excess balance will be refundable by Mirago if the Advertiser elects to terminate the Advertising Services. 3.2 Credit AccountsWhere the Advertiser has opened a Credit Account with Mirago, payment shall be made within 30 days of the invoice date. 3.2.1 Invoice Monthly Budget AccountShould an account be suspended or reach its end date, and funds are still available on the account, those amounts will remain and be carried over for future activity, unless the Advertiser elects to clear unspent funds via a subsequent Insertion Order. 3.2.2 Invoice Monthly Credit Account Where the Advertiser has agreed a monthly credit limit, the Advertiser will be invoiced only funds spent during that calendar month. Unspent funds will not be carried over to the following month. 4. LISTING Advertiser accepts that Listings will be displayed on both Search and Context Stream pages, unless they specifically choose to restrict distribution to Search only. This is done within Mirago's online user interface or in the case of Credit Accounts, can also be stated on the Insertion Order. The Advertiser accepts that the Listings will be displayed against singulars, plurals, verb stems abbreviations or full forms association with the keywords chosen by the Advertiser. Listings are intended as being factual summaries of the activities of an Advertiser's site. Mirago is not responsible in any way for the website designated in respect of a particular Listing and Mirago shall not be liable to the Advertiser for the consequences of any failure by the Advertiser or of any other party in respect of the website designated in respect of a particular Listing. The Advertiser accepts that Mirago has the right without reference to the Advertiser, to remove characters from the submitted Listing aimed at highlighting it, to modify the submitted Listing for spelling mistakes, to modify the Listing to conform with our guidelines or to reject the Listing if basic modifications cannot be made. The Advertiser is solely responsible for all keywords, their associate matching options, listing copy and URLs, whether generated by or for the Advertiser. The Advertiser accepts that where listings have been submitted to Mirago, or where instructions have been given to Mirago to change the listings on Advertiser's behalf, it is the sole responsibility of the Advertiser's to verify that modifications have been made correctly. 5. ADVERTISER'S WARRANTIES By placing an order for Advertising Services with Mirago, the Advertiser warrants that: 5.1 the Advertiser is wholly responsible for any legal liability relating to the Listing or any linked website or web content and the consequences of its transmission or promotion by Mirago; 5.2 the information and content in the Listing and any linked website or web content: 5.2.1 does not violate any law statue, statutory instrument or regulation in any country or jurisdiction where the Listing can be accessed; 5.2.2 does not contain or link to any offensive content. Any links to a site containing adult content from and Advertisement which is accepted through Mirago shall be through a page on the target site which does not contain Adult Material but shows a clear message warning visitors that the site contains Adult Content. 5.2.3 is not an investment advertisement within the meaning of the Financial Services and Markets Act 2000 (the "Act") or if it is that the Listing and any websites to which it links comply with the Act and the Advertiser will be authorised under the Act to carry out such activities; 5.2.4 does not infringe the British Codes of Advertising and Sales Promotion, as may be revised from time to time, or any other codes of advertising standards laid down on a statutory or a self regulatory basis for the regulation of the United Kingdom advertising industry; 5.2.5 does not infringe any copyright, trademark, intellectual property right of any person or violate the privacy of any individual; 5.2.6 does not breach any duty toward or rights of any person or entity or any consumer credit or consumer protection legislation; 5.2.7 does not contain any content, products or services that have resulted or are likely to result in any claims relating to product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; 5.2.8 does not contain any false, misleading, defamatory, indecent, threatening or racially abusive material or any obscene or blasphemous material or any other material that is unlawful in the United Kingdom or any other country or jurisdiction where the Listing can be accessed, nor shall the Advertiser use the service in any way that may diminish or damage Mirago's goodwill; 5.2.9 complies with the requirement of the Privacy and Electronic Communications (EC Directive) Regulations 2003 in respect to the use of cookie technology and direct marketing consents; 5.3 the Advertiser does not seek to collect any personal data unless such personal data is collected, stored, processed and dealt with in accordance with the Data Protection Act 1998; 5.4 the Advertiser shall not interfere with or disrupt Mirago's computer networks or the networks of those to whom Mirago provides services; 5.5 the Advertiser shall maintain and update any details which have been provided to Mirago about them and their business so that such details remain current, complete and accurate; 5.6 if Mirago, at its sole discretion, believes there has been a breach of these Terms and Conditions, Mirago can immediately remove the Listing and close the Advertiser's account without refund. 6. DISCLAIMER AND LIMITATION OF LIABILITY Mirago disclaims all warranties, express or implied, in relation to the Advertising Services, including, without limitation, to the extent permitted by law, for non-infringement, merchantability and fitness for any purpose. Neither Mirago nor any of its employees, agents, consultants or contractors make any warranty or representations whatsoever regarding the market place, the services, the programmes or any information made available through them or that they will meet the Advertisers requirements or operate uninterrupted, secure or error free, and that accordingly the use of the market place and programmes is at the Advertisers own risk. Mirago disclaims all guarantees regarding the levels or timing of the costs per click, Click Through rates or delivery of any impression, positioning, clicks or conversation for any ads or targets. 6.1 Mirago will not 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 6.2 Mirago's aggregate liability to Advertiser is limited (except in relation to clause 6.3) to amounts paid or payable to Mirago by the Advertiser in respect of the Advertising Service giving rise to the claim and in no circumstances shall the aggregate liability of Mirago, its employees, agents, consultants, or contractors under these Terms and Conditions exceed an amount equal to the amount paid by the Advertiser to Mirago in respect of the Advertising Services in the six (6) month period immediately prior to the date on which the liability first arose. 6.3 Payment Refunds - Where the Advertiser wishes to claim a refund for questioned traffic, upon agreement, refunds will only be back dated 60 days prior to the date of receipt of notification from Advertiser by Mirago 6.4 Mirago endeavours to use appropriate mechanisms to control the quality of its traffic. If the Advertiser has identified sources of Mirago traffic that may not return expected conversion rates, it is the responsibility of the Advertiser to de-select such source(s) using the traffic selection tool provided by Mirago within the Advertiser management interface. 7. IDEMNIFICATION The Advertiser hereby indemnifies and holds harmless and defends Mirago, its licensors, licensees, consultants, contractors, agents and employees from any and all liabilities, losses, damages, claims, penalties, fines, costs and expenses, including, without limitation, reasonable legal fees, that may arise from the Advertisers access to or use of the marketplace, the services, the programmes, the Web Site or from any breach of the terms, warranties or representations of these Terms and Conditions. The Advertiser will be solely responsible for defending any claim and the payment of any damages, penalties or fines, losses or liabilities resulting from the foregoing to Mirago or any third party. Mirago reserves the right to terminate the Advertising Services or exclude, suspend or block the Advertiser (or any bidding tool program operated by it) from any part of the Web Site if it has breached any of these Terms and Conditions. 8. FORCE MAJEURE Mirago shall not be liable for failure or delay resulting from a condition beyond the reasonable control of Mirago, including but not limited to acts of God, government, terrorism, natural disaster, labour conditions and power failures. 9. NOTICES Mirago may give general notices to the Advertiser by posting on the Web Site and shall if possible send notices by electronic mail to the Advertiser's e-mail address [or by post to the Advertiser's postal address]. The Advertiser may give any notices to Mirago by e-mail to . Notices will be deemed received when an e-mail is received in full save where it is received during a weekend or on a public holiday in the place of receipt in which case it will be deemed received on the next business day. 10. CHOICE OF LAW Any questions relating to the Advertising Services or these Terms and Conditions shall be determined in all respect by the laws of England and the parties agree to submit to the non-exclusive jurisdiction of the English courts. 11. ENTIRE AGREEMENT These Terms and Conditions constitute the entire agreement between Mirago and the Advertiser with respect to the subject matter contained herein and supersedes all previous agreements proposals and communications, written or oral, between the Advertiser and Mirago. The Advertiser confirms that it has not relied on any representations by Mirago in entering into these Terms and Conditions other than those expressly set out in these Terms and Conditions. Nothing shall exclude liability for fraudulent misrepresentation. 12. ASSIGNMENT The Advertiser may not assign or transfer any of its rights under this agreement. A person (a "third party") who is not a party to this agreement has no rights under The Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions notwithstanding that any such term may purport to confer or may be construed as conferring a benefit on such third party. This does not affect any right or remedy of such third party which exists or is available apart from that Act. 13. SEVERABILITY The provisions of these Terms and Conditions are severable and the invalidity or unenforceability of any provisions hereof shall not affect the validity or enforceability of the other provisions of these Terms and Conditions. 14. HEADINGS Headings contained in these Terms and Conditions are for reference purposes only and shall not be incorporated into them and shall therefore not be deemed to be any indication of the meaning of the clauses to which they relate. 15. SURVIVAL OF TERMS The warranties and indemnities contained in these Terms and Conditions and the provisions for payment and other monies due to Mirago under these Terms and Conditions shall survive the termination or expiry of the agreement between the Advertiser and Mirago. ©2005 - Mirago < Back


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