Terms and Conditions - Pay Per Click Services

By participating in Zap Marketing's Pay Per Click services, the Client is entering into a legally binding and enforceable Agreement with Zap Marketing Ltd (hereinafter referred to as 'Zap Marketing'). The Client warrants and guarantees that they are authorized to enter into this Agreement and that they understand that any website(s) they have listed with Zap Marketing may be viewed by anyone who may access the Client's site(s) through Zap Marketing.

The Service

Zap Marketing offers a service whereby Clients wishing to advertise their website, services or products bid for the ranking or a listing which appears in the search results generated by Zap Marketing in response to a search term closely matching the subject of the search listing. The amount of a Client's bid determines ranking of their listing in a search results list. Receiving an order from the client indicates an agreement to and acceptance of these terms and conditions, a copy of which is available on Zap Marketing's website http://www.ZapMarketing.co.uk

Right to Refuse

Zap Marketing will not provide a Pay Per Click service to companies whose sites contain or promote violence of any kind, including an intolerance for race, lifestyle, or faith, or that constitutes harassment, defamation, libel, slander, or promotes the commission of a crime or any unlawful conduct. Zap Marketing shall have the right to refuse any client order or do business with any person or entity without liability and without explanation.

Right to Reject

Zap Marketing reserves the right to reject, cancel or remove any link, search terms, descriptions and bids at any time for any reason whatsoever and Zap Marketing, its employees, consultants and other agents shall have no liability for such decisions.

Relationship of the Parties

The relationship of the parties in connection with these terms and conditions and the Client order is that of an independent contractor relationship and no partnership, joint venture or employee/employer relationship is intended

Cancellation

The Client may cancel the order for the pay per click services by providing at least 14 days written notice to Zap Marketing via email to jon.ranwell@ZapMarketing.co.uk. Following the notice period, the Client will be entitled to receive a refund for all amounts not yet charged to their account.

Payment

The Client agrees to pay Zap Marketing based on the cost of click-throughs by users on a search listing, plus management fees as agreed based on a percentage of monthly spend. The number of click-throughs are measured by online reporting systems accessed by Zap Marketing and the Client must understand and agree that such data generated from this software shall be the only and definitive measure of the amount of click-throughs. Charges for services to be provided by Zap Marketing are defined in the proposal/quotation, which the Client shall receive and return to Zap Marketing a purchase order with reference to the proposed sum.

All accounts are set up on a prepay or invoice basis, according to their status as agreed between the two parties. Although Zap Marketing reserves the right to change prices of accounts or services at any time, all pricing is guaranteed for any period of prepayment. Prepayments are due on the anniversary of each month following the date the account was initiated. Customers will automatically be charged again at the end of their prepay period for the following month unless closure notification has been given.

Invoice customers are advised that our payment terms are strictly 7 days from receipt of invoice. Zap Marketing must receive the first payment prior to initiation of the client order. Should any cheques be required to cover first payment, they should be made payable to Zap Marketing Ltd and sent to: 8 Newtown, Barnoldswick, Lancashire, BB18 5UQ. The Client is responsible for setting up any monthly standing order request, payments and for cancellation of standing order notice. Clients who later request to increase payments to achieve higher placements must increase their monthly amount as agreed with Zap Marketing before higher positioning is commenced. Zap Marketing cannot guarantee that a service will be provided until after any received cheques or standing orders have been cleared.

Dormant Accounts

Any account which remains offline for an entire calendar month may be liable to a "dormancy fee" of £30 + VAT. Any campaign on the Overture network with a spend of less than £20 in any calendar month will be subject to a minimum click-charge of £20 for that calendar month. These fees reflect the costs incurred by Zap Marketing for dormant or low-activity accounts.

Representations and Warranties

You represent that you are the owner or authorised representative of the website(s) for which listings are requested and that such site(s) are not involved in any illegal activity and does not contain any libelous matter. You will not hold Zap Marketing liable or responsible for the activities of visitors who come to your site(s) through click-throughs provided from Zap Marketing. You further represent that your site does not violate or infringe upon the rights of any third party, including intellectual property rights. Zap Marketing reserves the right to reject or remove any website if it is deemed unsuitable for its pay per click services for any other reason whatsoever.

Taxes

Value Added Tax will be charged, if applicable, at the rate ruling on the date of supply whether or not included on the quote, order or invoice.

Confidentiality

In connection with the client order, each party may receive or have access to commercially or personally valuable technical and non-technical confidential or proprietary information of the other party. Confidential information includes all information, whether oral or written, relating to the business or a party that is not generally known or available to others, including, without limitation, source code and documentation for software, trade secrets, client lists, pricing strategies, marketing and business plans, information concerning a party's vendors and a party's contemplated plans, strategies and prospects. Each party acknowledges and agrees that any confidential information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under these terms and conditions or as may be required by law.

Indemnity

The Client agrees to indemnify and hold harmless Zap Marketing and its employees, agents and subsidiaries from any and all claims, losses, damages, liabilities and expenses (including solicitor's fees) related to or arising out of the services provided by Zap Marketing to the client, including without limitation claims made by third parties (including clients of client) related to any false advertising claims, liability claims for products or services sold by the client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder, or for any content submitted by the client, but excluding those related to the gross negligence or intentional misconduct of Zap Marketing.

Disclaimer

All services provided by Zap Marketing are provided on an as is basis, without warranties of any kind, whether expressed or implied, including any implied warranty of fitness or any service provided by Zap Marketing for a particular purpose including, without limitation, the number of click-throughs per search service provided by Zap Marketing for a particular purpose including, without limitation, the number of click-throughs per search listing which will be delivered and the success of the Client's search listing. Zap Marketing, its employees, consultants and other agents shall not be liable for any loss, costs, damages or expenses (including reasonable legal fees) incurred by the Client in connection with its pay per click services or incurred by the Client as a result of any services provided by Zap Marketing, without limitation, the contents of any websites or pages, any technical problems, loss of data, delay in operation, computer viruses, communication failure, destruction or unauthorised use or access to any websites or records, or other injury damage or disruption to the Client. In no event shall Zap Marketing be liable for any indirect, incidental, consequential, special or exemplary damages arising out or related to this agreement even if such damages are foreseeable and whether or not Zap Marketing has been advised of the possibility thereof. Zap Marketing will not be liable for, or considered to be in breach of or in default, on account of any delay or failure to perform as anticipated by the parties, a delay in changing a bid by you, or if its site become inoperable or incapable or performing as intended. Zap Marketing makes no representations that the operation of its site will be uninterrupted or problem free and will not be liable for the consequences of any interruptions or errors. The Client further agrees that it will not hold Zap Marketing responsible for any acts, errors or omissions of any third party in connection with the Zap Marketing services, Zap Marketing's website and/or sites linked to through the Zap Marketing website.

Search Engine Listings

Zap Marketing does not guarantee that the Clients search listings will be available or displayed, nor rankings maintained. The format and style of the Client's listing may vary and Zap Marketing makes no representations as to the format and style of search listings. In all cases information for the search listing must be submitted in the form requested by Zap Marketing.

Relevancy

The Client must only submit search terms, titles and description to Zap Marketing that are relevant to the Client's website(s). If any information provided on the Client's website(s) changes, the Client must update their search terms and descriptions to be both current and accurate. All search terms and descriptions submitted are subject to relevancy review by Zap Marketing's staff and are subject to removal or rejection. No refunds will be issued for charges incurred to any account as a result of submitting irrelevant words to Zap Marketing. Excessive violations of relevancy regulations may result in termination of your account without refund for any charges already incurred.

Notice

Any notice, approval, request, authorization, direction or other communication in connection with these terms and conditions and the client (Notice) must be made to Zap Marketing, by email to jon.ranwell@ZapMarketing.co.uk or by post to Zap Marketing, 8 Newtown, Barnoldswick, Lancashire BB18 5UQ.

Miscellaneous

These terms supersedes all prior and/contemporaneous agreements and the Client has relied upon no representations, oral or otherwise, not contained within this Agreement. These terms and conditions may be modified at any time by publication through Zap Marketing's website www.ZapMarketing.co.uk or by sending each client an email to the address listed on the client order, except that such changes shall not effect client orders that have already been accepted.

Force Majeure

Zap Marketing shall be under no liability if unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power of supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract.

January 2008 Zap Marketing Ltd.