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Contract terms and conditions

The following terms and conditions apply to SuperPages.com Pay Per Click advertising.
      
		ON-LINE ADVERTISING AGREEMENT FOR ELECTRONIC ADS AND ELECTRONIC SERVICES
TERMS AND CONDITIONS
Last Updated August 28, 2009


PLEASE READ THE TERMS AND CONDITIONS BELOW.  BY CLICKING ON THE "I ACCEPT" BUTTON, YOU AGREE THAT THEY WILL GOVERN THE PARTIES' OBLIGATIONS REGARDING THE ADVERTISING AND OTHER ITEMS DESCRIBED IN YOUR ONLINE ORDER.  YOU MAY PRINT AND KEEP A COPY OF THESE TERMS AND CONDITIONS.

"You" means the individual or business entity listed as Advertiser above. "We," "us" and "our" means Idearc Media LLC. "Electronic Ads" and "Ads" means advertising on various electronic media, including the Superpages.com® service, consisting of websites we own and third party websites, wireless platforms, and other applications for which we have agreements from time to time (collectively our "Electronic Platform").  You agree that this Advertising Agreement (this "Agreement") applies to the Ads and services ("Services") included in your online order.
WE MAY CHANGE THESE TERMS AND CONDITIONS AT ANY TIME BY POSTING SUCH CHANGED TERMS AND CONDITIONS ON THIS WEBSITE, AND ALL SUCH CHANGES WILL BE EFFECTIVE AS OF THE BEGINNING OF THE FIRST MONTH FOLLOWING THE DATE THE CHANGED TERMS AND CONDITIONS ARE POSTED. The current version of these Terms and Conditions may be viewed at http://advertising.superpages.com/spportal/contract-terms-and-conditions.do. You are responsible for reviewing these Terms and Conditions.

1.  Order.  By clicking the "I Accept" button, you authorize us to publish the Ads in the Electronic Platform and to provide the Services listed above. You also authorize us to act as your agent to request from your local telephone carrier any listing changes that you provide to us.  The "Agreement Date" is the date you click the "I Accept" button.

2.  Notices/How to Contact Us.  All notices to us must be in writing and mailed to Idearc Media LLC - MC 12, P.O. Box 619810, D/FW Airport, TX 75261-9810, faxed to 888-839-4480, or e-mailed to spinfo@idearc.com. Cancellation notices must include your business name, telephone number, and address. For questions about this Agreement or your advertising, please call Customer Care at 800-428-8722.

3.  Term.  The initial term for Electronic Ads and Services is one month. Subject to the provisions of Section 4 (Revision/Cancellation), we will automatically renew your Electronic Ads and Services after the end of the initial term for successive one-month terms. You agree that the then current undiscounted rates and terms and conditions will apply to automatically renewed Electronic Ads and Services.

4.  Revision/Cancellation. You may revise or cancel your request for Ads and Services only by written notice that is received by us within 14 days after the Agreement Date. Thereafter, you may cancel your Ads and Services by providing us with written notice of cancellation that we receive at least 30 days before the end of the final month of your Electronic Ads and Services. We may cancel your Electronic Ads and Services without notice at any time for any reason.

5.  Charges/Billing. You agree to pay the monthly rates listed on this Agreement for the period we provide the Ads and Services, rounded up to the nearest month (and for subsequent terms, the then current undiscounted rates). You also agree to pay any one-time charges listed on this Agreement and any taxes due on your Ads or Services. The rates for Electronic Ads do not include any technical or consulting services or changes to your Ads, except as otherwise provided. You agree to pay for any such services that you request at our standard rates.  We may start billing before we publish or distribute Ads or begin providing Services

6. Payment Terms. You agree to pay all charges in full by the due date. You agree that you may not withhold any payment for any reason, including any dispute between you and us. We may require full or partial advance payment prior to providing any Ads or Services. You authorize us to review your credit history and to obtain your credit report, and you agree that we may disclose to third parties information about you that we deem necessary to assess your credit rating or report your failure to make payments as required by this Agreement. We may apply payments from you, or monies owed to you, toward amounts owed under this Agreement or any other amounts you owe us. If you pay by credit card, we will bill the card automatically at the start of each billing period.

7. Late Charges.  We will assess, and you agree to pay, late charges on account balances not paid by the due date (including balances accelerated under Section 8). Late charges will begin to accrue after the due date at a rate equal to the lesser of 18% per annum or the highest lawful rate. In addition, if you submit a check or draft that is dishonored for any reason, you agree to pay, in addition to the face amount of the check or draft, a service fee in an amount equal to the highest lawful amount.

8.  Our Remedies.  If you do not pay all charges by 30 days after the due date, fail to meet any other obligation under this Agreement or under any other agreement between us, or make any representation or warranty that is or becomes untrue, we may, without notice: (i) require you to pay immediately all unpaid amounts you owe and will owe for all Ads and Services for the entire term of this Agreement; (ii) remove, suspend, or modify your Ads; (iii) suspend or terminate any Services; (iv) recover all collection costs and attorneys' fees; and (vi pursue any other available legal or equitable remedies.

9.  Limitation of Liability/Disclaimers. You agree to review the Ads and Services immediately after their publication or provision and to notify us in writing of any errors or omissions no later than 30 days after the error is first published or displayed or the Ad or Service omitted. You agree that we may provide free advertising pursuant to our then-current policies instead of a refund or credit to your account, and that we will have no liability with respect to any listings, Ads or Services provided to you at no cost. The total aggregate liability for us and our affiliates for errors in or omission of the Ads or Services, negligence, any breach of this Agreement, and any other cause of action or wrongful act is limited to, and shall in no event exceed, the lesser of (a) the amount by which the value of the Ad or Service was diminished or (b) the amount you have paid for the Ad or Service giving rise to the liability (the "Liability Cap").  We are not liable for consequential damages, punitive damages, incidental damages, or damages for harm to business,  lost revenues, profits, or goodwill, or any other special damages, whether the claim is based on negligence, breach of contract or express or implied warranty, strict liability, misrepresentation, statute, tort, or any other theory of recovery, even if you or we knew such damages could or may result. We disclaim any obligations, representations, or warranties, whether express or implied, that are not expressly set forth in this Agreement including any warranty of merchantability or fitness for a particular purpose.  Without limiting the generality of the foregoing, we do not warrant the number of responses to your Ads, the number of persons who will view your Ads, or any other business benefit. We do not warrant that the Electronic Platform, any ancillary service, or the Electronic Ads will be uninterrupted or error free, or warrant any connection to or transmission over the Internet.  We make no warranty and will have no liability relating to services provided by third parties or the functionality or content of any website or application not owned by us.  The limitations in this Section shall apply notwithstanding any failure of essential purpose under this Agreement. We are not liable to you for any deviation from or change in our policies, practices, and procedures, including without limitation those regarding the placement, position, or location of Ads or categories.  You may increase the Liability Cap with regard to paid Ads and Services by agreeing to pay additional charges that will be determined by mutual agreement between you and us. You may obtain information about this option by contacting us at 800-428-8722.

10.  Waiver of Class Action and Jury Trial and Consent to Binding Arbitration.  In any legal proceeding relating to this Agreement, the parties agree to waive any right they may have to participate in any class, group, or representative proceeding and to waive any right they may have to a trial by jury.  Any claim, controversy, or dispute that arises under or relates to this Agreement (other than claims to collect amounts you owe us or claims by you alleging breach of this Agreement to recover amounts you have paid us ), including any dispute regarding any listing, Ad or Service, any omissions, incorrect phone numbers or other errors, and any Ad placement concerns,  shall be referred by the aggrieved party to binding arbitration under the Commercial Rules of the American Arbitration Association.

11.  Products/Publication/Distribution. We reserve the sole right to determine (and may change at any time without notice to you) the design, content, size, geographic coverage, distribution, and appearance of, and the types of advertising offered in, our Electronic Platform and Services and how, where, how many, when, and whether they are published, distributed, reissued, or displayed. We may reject all or any portion of Ads or Services at any time and for any reason (even if previously approved). If rejected, we will, as our sole obligation, refund any advance payments for that Ad or Service. If we receive allegations of copyright or trademark infringement, we may remove the disputed content immediately. We may change each name, street address, Internet address, and telephone number or any other content to conform to our standards, practices and policies or the policies of any third party on whose site, platform or network any Ad is published.  We may publish the Ads of any other advertiser at any time and at any location in our Electronic Platform

12. Proofs.  We do not guarantee that we will provide you with proofs of your Ads. If we do provide proofs in time for modifications, you must notify us in writing of any changes/errors before the deadline we set. Otherwise, we will publish the Ad or perform the Service as shown and no adjustment will be made. Colors, contrast, photos, font, graphics, and other features may appear differently in the published product and no adjustments will be made for those differences. The size, color, font, highlighting and arrangement of enhanced listing items in Electronic Ads may be different from that appearing in any sales collateral or copy sheet and from web page to web page, and the associated listing's enhancements may be omitted as a result of a distribution affiliate's or user's browser settings or hardware, software or system limitations or the manner in which the listing is transferred to any third party prior to its display to the user.

13.  Ad Placement. We do not guarantee the placement or position of any Ad (or the Ad of any other advertiser) on or within the Electronic Platform and will not provide any adjustments on claims relating to placement for any Ad.

14.  Advertiser Content; SuperGuarantee.  "Advertiser Content" means content you, or any person(s) using your password ("Password Users"), supplies to us, posts, or asks us to use in your Ads and any changes you or other agent provides us. You grant us a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, publicly perform, distribute (in any form or media), transmit by any means, and create derivative works from the Advertiser Content in, and for the marketing and sale of, our products and services.  You specifically grant us the right and license to insert the SuperGuarantee shield design into your eligible Ads and to remove it from ineligible Ads. You are solely responsible for the Advertiser Content and will produce and deliver all Advertiser Content in accordance with our then current guidelines, procedures, technical requirements, and deadlines. If you fail to comply, we may cancel or suspend your Ads or Services.  If you do not provide us with Advertiser Content or other requested information for a website you order before by the deadline we set, we may choose to publish an "under construction" website, and this website will be considered an Electronic Ad under this Agreement.

15. Our Rights in Advertising Content/Copyright.  If we create or supply any content for your Ads or design your Ads, the content and the Ads we create are our sole and exclusive property, except for Advertiser Content and content we license from a third party. We may supply such content to other advertisers. You agree that you have no right to use that content or the advertising developed with that content in other advertising or materials or in any other way, or to permit others to use the advertising or content. You agree that we own the copyright in, and all copyrighted portions of, the Electronic Platform. You agree not to use or alter any trademark, trade name, trade dress or any name, picture, or logo that is commonly identified with us or our affiliates, including without limitation, the trademarks SuperGuarantee and SuperGuarantee shield design, unless permission is grated by us in writing.

16.  Multi-Media Distribution.  You grant us and our affiliates the absolute, non-exclusive, irrevocable, royalty-free, worldwide, unrestricted license to grant third parties (through multiple tiers) a sublicense to exercise all or any portion of the rights granted us in this Agreement ("Licensed Rights") and to grant such third parties the right and authority to grant other third parties a sublicense to the Licensed Rights (which may be further sublicensed b and through multiple tiers of sublicensees).  The license granted in the preceding sentence will be in effect during the term of this Agreement and for as long as any materials containing Advertiser Content remain in circulation, and will be perpetual as to any business name, address, phone number and other basic listing information included in any Advertiser Content.

17.  Change in Specifications; Our Rights.  We may change the specifications of your Ads or Services at any time upon written notice.  If the change is material to your Ads or Services, you may cancel the affected Ads or Services by giving us written notice as specified in Section 2 of these Terms and Conditions.  We may truncate, edit, refuse, reject or exclude from any use in connection with your Ads and Services any content we obtain or links we establish under the licenses you grant us in the Agreement. We and our contractors may use search algorithms and other methods to map end user search terms to categories and keywords that you select.  You agree that the search terms in response to which your Ads may appear on the Electronic Platform may differ from the specific categories and keywords that you selected.

18.  Links. If your Ads contain links, you: (a) grant us and our sublicensees a royalty-free unrestricted right and license to establish those links and to cause the link(s) to open new browser window(s) and publish the website(s) designated by the link(s) within such window within your Ads; (b) represent and warrant that (i) you have the right and authority to grant the foregoing right and license and that the foregoing does not infringe on any copyright or any other right of any other person, and (ii) all copy and content of all websites to which your Ads link complies with all applicable laws and regulations; and (c) grant us a royalty-free, worldwide right and license, solely for the purposes described in this Agreement, (i) to access, index, cache, and display the websites to which your Ads link, including by any automated means such as web spiders or crawlers, (ii) to create and display copies of any text, graphics, images, audio, video, and all other material included on such websites, (iii) to create and display thumbnail and full-scale copies of any images or video included on such websites, and (iv) if you select call tracking services, to duplicate such websites, modify them to include a unique telephone number, and link your Ads to the modified websites.

19.  Advertiser's Representations. You represent and warrant that: (i) you have the unrestricted right to use, and to grant the licenses you grant in this Agreement with respect to, all Advertiser Content and that your licensing of Advertiser Content to us will not infringe any third party copyright or trademark rights; (ii) the Ads comply with all applicable laws, orders, codes, regulations and requirements and you and any individuals listed in your Ads have all required licenses to provide the goods and services advertised in all jurisdictions where the Ads appear; (iii) you have not made any false or misleading claims in any Ad; (iv) you have not requested, and will not use, the Ads or Services, or our Electronic Platform for any unlawful purpose or business; (v) you have not violated any contractual or legal obligation by signing this Agreement and requesting us to publish any Ad; and (vi) you are or represent the business related to the Ads and Services listed above. You will notify us immediately if any of the above becomes inaccurate.

20.  Security/Electronic Transactions.  You are responsible for ensuring the security of all passwords we provide you. You also are responsible for all acts and omissions of your Password Users. You agree that the conduct of any Password Users in clicking on any on-screen buttons, or engaging in any other similar conduct, will be legally sufficient for all purposes to bind you to the same extent as though evidenced by your original signature.  You waive all claims or defenses that are inconsistent with the foregoing acknowledgements.  We may revoke your password or deny you or any Password User access to any back office functionality, in whole or in part, at any time in our reasonable discretion. You acknowledge that the server space on which your Ads are hosted, and the Internet connections through which any transactions are conducted in connection with e-commerce enabled advertising, will be unsecure.

21.  Domain Names.  If you have ordered a SuperSite, we will host that website at an extension or subdomain of any of our Internet domains that we deem appropriate. You may only use that extension or subdomain name for the purpose of promoting your Ads during the term of this Agreement or for so long as we use it to host the website, whichever period ends earlier. You agree that you will not include or reference any domain name(s) or URL(s) associated with your Ads in any email that violates any applicable law, regulation, operating rule, policy or guideline of our or any other on-line service provider or interactive service. We may, but have no obligation to, assist you in obtaining, managing, and/or renewing a custom domain name to use with your website Electronic Ad.  We also may, but will have no obligation to, assume the administrative responsibilities, in whole or in part, for that custom domain name, including renewal of the name.  However, you are solely responsible for conducting any trademark searches that may be necessary in relation to the selection, evaluation, and appropriateness of any custom domain name we assist you in registering. You agree to pay all charges imposed by the domain name registrar for registration and renewal. Obtaining a custom domain name for you does not obligate us to renew that custom domain name, and we may refuse to do so in our sole discretion. Upon your written request to the notice address and fax number specified in this Agreement, with a copy via email to urlmanagement@idearc.com, we will make a commercially reasonable effort to change all or any portion of the administrative contact information. You waive any and all claims you may have, or which may later arise, known or unknown, against us for any loss, damage, claim or expense arising out of, or related to, the acquisition, evaluation, registration, administration, or use of any custom domain name(s).n Upon expiration, cancellation, or termination of your SuperSite, you agree to return to us any IP addresses or address blocks assigned to you. We may require you to renumber the IP addresses assigned to you.

22.  Export Compliance. You agree to comply with all applicable export laws. You represent and warrant that you are not a prohibited entity on any governmental export control list and will notify us immediately if you are placed on any export control list. You acknowledge and agree that (a) we are not a party to any transactions through your Ads and that we are not responsible, and will have no liability for compliance with export control laws in relation to any such transactions, and (b) you are solely responsible for obtaining legal advice with respect to such matters.

23. No Spam Policy. You agree not to use your Ads for the posting or sending of, or include or reference any domain name(s) or URL(s) associated with your Ads in, unsolicited commercial advertising, email, information, announcements, or other messages or any other unsolicited distribution commonly considered to be "Spam."  We may detect, manage, and eliminate Spam from your Ads.

24.  Privacy Policy/User Data. You agree to post your privacy policy on your website. We will own the data collected about users from the servers used to provide the Ads or Services.

25.  Indemnification. You agree to defend, indemnify and hold us and our affiliates harmless from any liability or costs, including attorneys' fees and expenses, resulting from: (a) any breach of your representations, warranties or covenants; (b) any act, omission or fault of you or your employees, agents or contractors in connection with the Ads or Services; (c) any claim that the Advertiser Content or other information provided by you violates any applicable law or infringes on any third party patent, copyright, trademark, trade secret or other intellectual property or proprietary right; (d) any communication through your Ads or your collection or use of any information obtained through your Ads, the Services or our Electronic Platform; (e) any breach of any applicable export control laws; and (f) any transactions initiated through your Ads and any payment processing services.  You will continue to be obligated by this Section even after the termination of this Agreement.

26. Compliance with Laws; Security; Legal Investigations.  You agree not to use or permit others to use your website in ways that (i) violate any applicable law or regulation or any of our policies, (ii) infringe the rights of others, or (iii) interfere with the users, services, or equipment of our network or other networks. You agree to cooperate with us and provide requested information in connection with all security and use matters relating any website we host for you and to notify us promptly if you suspect unauthorized use of the website or of your UserID.  We reserve the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrong.  Such cooperation may include the provision of account or user information or email and monitoring our network and/or the networks of our third party licensors, suppliers and providers.

27. If you have ordered Unlimited SuperSite advertising, you also agree to the following additional terms and conditions:
a. We reserve the right to review and monitor the amount of disk space used by your website.  We may restrict the use of space by your web site or terminate your web site if the amount of disk space consumed impacts on or limits space available to other websites purchased from us.
b. You may not use 1% or more of Resources for longer than 60 seconds ("Excessive Use of Resources").  We reserve the right, in our sole discretion, to determine if an Excessive Use of Resources has occurred, and in that event, we may restrict your use of Resources or terminate your web site advertising.  "Resources" means bandwidth, memory, and/or processor utilization available from us.
c.  File storage, data warehousing, back-up data storage, any form of data file storage or management, services or software related to Internet relay chat ("IRC"), peer to peer file sharing ("P2P"), bit torrent, game servers, proxy server network, or interactive chat, membership or community sites for file sharing, video sharing or photo sharing applications are not permitted ("Prohibited Activities"), and we may terminate your web site if it includes any Prohibited Activities.


28. Governing Law. You agree that this Agreement will be governed by and construed in accordance with, and all matters relating to or arising under this Agreement will be governed by, Texas law without reference to the laws relating to conflicts of laws.

29. Entire Agreement. This Agreement constitutes the entire agreement between you and us and supersedes all prior agreements and representations, whether express or implied, written or oral, with respect to the Ads and Services. You agree not to include any limiting endorsement on a check or other form of payment, and we may cash a check containing a limiting endorsement or accompanied by any limiting instruction without affecting your obligations or our rights. Neither you nor any Idearc employee or agent is authorized to change or add to this Agreement or any other provisions that are part of this Agreement in any way, and any purported change or addition, whether oral or written, is void.

30. Miscellaneous.  This Agreement is binding on and for the benefit of you and your successors. We may assign this Agreement, but you may not assign any of your rights or delegate any of your duties under this Agreement without our prior written consent.  Except as otherwise set forth in this Agreement, neither you nor we will lose any of our rights under this Agreement, even if you or we do not enforce a right or delay in enforcing a right. Neither party will be liable for any damages arising from acts of God or events outside of that party's reasonable control.  If any provision of this Agreement is found to be unenforceable, the rest of this Agreement will remain in full force and effect. Our imaged copy of this Agreement will be deemed a duplicate original for evidentiary purposes.

31. Contact by Us.  You agree that we may contact you regarding your Ads or Services, or offers to provide Ads or Services, whether by live telephone, recorded message, U.S. mail or other mail, facsimile or e-mail. You agree that telephone conversations between you and us or our agents may be monitored and/or recorded.

ADDITIONAL TERMS APPLICABLE TO PAY-PER-CLICK ADVERTISING

32. The Pay-Per-Click Program is a program whereby you may place a bid for advertising ("Pay-Per-Click Advertising") appearing on Program Sites (defined below) in response to searches or selections by or characteristics of end users.

33. You authorize us to place (and to arrange for third parties to place) Pay-Per-Click Advertising on our Electronic Platform, other Program Sites we own, and on third party Program Sites, and designate us our agent to do so, and to allocate the Pay-Per-Click Advertising among Program Sites at our discretion. "Program Sites" means electronic sites and applications that are delivered to end users through any transport means and that meet our Pay-Per-Click Program criteria (which may change at any time without notice.

34. You acknowledge that the bidding rules and rate structures may vary by Program Site or package you purchase and may change at any time. For example, a minimum bid or a minimum monthly budget may be required. You may set a maximum amount beyond which your bid will not be automatically adjusted as part of the bidding process (the "Maximum Bid"); provided, however, that we may adjust your bid beyond the Maximum Bid if we determine that the adjustment is necessary (a) for you to spend your minimum monthly budget or (b) to account for the relative value of the Program Site on which the associated Pay-Per-Click Advertising is published.  If you are in compliance with Section 39 below, we will notify you via email when we adjust your bid beyond the Maximum Bid.

5. We may modify the content of your Pay-Per-Click Advertising or your category, category keyword, or other selections to conform to the requirements of, or to utilize the features of, a Program Site.  We may modify, expand, or utilize data within your Ad content or your website, business profile, or other materials you provided to develop searchable data that may appear in response to searches by end users.  If you have multiple advertising campaigns (e.g. in different categories), we may select which campaign will appear in response to a business name search or other search where the category is not clearly defined.  We may optimize your advertising campaigns by adding relevant categories or keywords to your Pay-Per-Click Advertising.

36. If we are billing charges to your credit card, each time your charges for Pay-Per-Click Advertising reach a threshold amount we set prior to the end of the month, we may charge your credit card for the threshold amount.  After the end of the month, we will charge credit card for any amounts incurred but not previously charged during the month.

37. WE DO NOT WARRANT (I) THE NUMBER OF CALLS, CLICKS, OR IMPRESSIONS TO BE GENERATED BY THE PAY-PER-CLICK ADVERTISING; (II) THAT ANY CALL, CLICK, OR IMPRESSION REPRESENTS A LEGITIMATE INQUIRY OR INDICATES ANY PROBABILITY OF A PURCHASE TRANSACTION; (III) THAT THE PAY-PER-CLICK ADVERTISING WILL APPEAR IN RESPONSE TO A PARTICULAR QUERY; (IV) THE SPECIFIC PLACEMENT OF YOUR PAY-PER-CLICK ADVERTISING RELATIVE TO ADVERTISING OF OTHER BIDDERS OR ADVERTISERS; (V) THAT A BID, OR CHANGE TO OR WITHDRAWAL OF A BID, WILL BE IMPLEMENTED WITHIN A SPECIFIC TIMEFRAME; OR (VI) THE ACCURACY OR CURRENCY OF BIDS OF OTHER BIDDERS.  YOU ACKNOWLEDGE THAT BID PRICE IS NOT THE SOLE FACTOR DETERMINING PLACEMENT OF PAY-PER-CLICK ADVERTISING.  YOU FURTHER ACKNOWLEDGE THAT THE DISPLAY OF BID PROGRAM INFORMATION, INCLUDING, WITHOUT LIMITATION, YOUR BIDS, BIDS OF OTHER BIDDERS, AND CLICK COUNTS WILL NOT OCCUR IN "REAL TIME" AND WILL BE DELAYED DUE TO SYSTEM CONSTRAINTS, INTERNET LATENCY, AND OTHER POSSIBLE FACTORS. WE WILL HAVE NO LIABILITY IN CONNECTION WITH THE FUNCTIONALITY OR CONTENT OF ANY PROGRAM SITE WE DO NOT OWN.

38. You represent and warrant that you have, and during the Term will continue to have, the absolute and unrestricted right to use as searchable text or "keywords" all words, phrases, logos, brands, products, services, affiliations, certifications, and all advertising copy and other information you  submit or select in connection with your online business profile and/or Pay-Per-Click Advertising, all of which will be included within the term "Advertiser Content" for the purposes of the rights, licenses and authority you grant in this Agreement.

39. You agree to maintain a working email address and to notify us immediately of any changes to the email address, during the period covered by this Agreement.  We reserve the right to change the terms on which we provide the Pay-Per-Click Program and may change these terms and conditions by providing you notice via e-mail or   by posting such changes online on Superpages.com or on Superpages Mobile.  Your continued participation in the Bid Program following such changes will constitute consent to such changes.  In addition, we reserve the right to terminate the Pay-Per-Click Program at any time for any reason.

40. You agree to pay variable charges determined by multiplying the applicable bid as adjusted in accordance with these terms and conditions (the "Bid") by the number of times an end user clicks on the Pay-Per-Click Advertising appearing on a Program Site (that is accessed via the internet) based on that Bid (each, a "Click"), and by multiplying the applicable Bid by the number of impressions of the Pay-Per-Click Advertising appearing on a Program Site (that is accessed via non-internet electronic media) based on that Bid (each, an "Impression") (such charges being referred to collectively as the "Pay-Per-Click Charges").  You agree that the reports we provide will be the sole and definitive measure of the number of Clicks and Impressions.

41. For any month during which the Pay-Per-Click Charges are less than the minimum monthly charge we establish (the "Minimum Monthly Charge"), you agree to pay the Minimum Monthly Charge in lieu of the Pay-Per-Click Charges, even if the Pay-Per-Click Charges are zero. You agree to pay, in addition to the Pay-Per-Click Charges or the Minimum Monthly Charge, as applicable, such administrative charges associated with your Pay-Per-Click Advertising as we establish (the "Administrative Charges").

42. "Full Service" allows you to consult with us to set up an account, create advertising content, set, change or withdraw bids, and obtain general help regarding the Pay-Per-Click Program.  If you select Full Service, and if the applicable charge we establish for Full Service (the "Full Service Charge") is greater than the Administrative Charges for any month, you agree to pay the Full Service Charge in lieu of the Administrative Charges for the month and in addition to the Pay-Per-Click Charges or the Minimum Monthly Charge, as applicable.

43.  In accordance with the package you have purchased, you may set a monthly budget and we will limit the Clicks so that your charges will not exceed 110% of the monthly budget.

44.  If you do not place or maintain a bid during a calendar month, your account will be considered inactive, but the Minimum Monthly Charge will continue to apply.  If your account is inactive for more than one calendar month, we may cancel your Pay-Per-Click Advertising.

ADDITIONAL TERMS APPPLICABLE TO SUPERVIDEO ADVERTISING

45. SuperVideo Advertising.

(a) "SuperVideo Advertising" means video advertising to be included as part of your Electronic Ads. You may cancel your order for SuperVideo Advertising as permitted in this Agreement, provided that the SuperVideo has not been shot or other SuperVideo services have not been provided or are not in process.  Notwithstanding anything to the contrary contained in this Agreement: (i) if you cancel within three (3) full business days prior to the date agreed upon with our video production company for your SuperVideo to be shot, you agree to pay a cancellation fee of $250 or the then current rate; (ii) you may reschedule a video shoot, but must do so more than three (3) full business days prior to the date agreed upon with our video production company for your SuperVideo to be shot or you agree to pay a rescheduling fee of $250 or the then current rate for each rescheduling; and (iii) cancellation is not permitted after the video has been shot other video services have been provided or are in process.
(b)  You must deliver all SuperVideo Advertising change requests to us no later than seven (7) calendar days after we contact you to review the SuperVideo Advertising (the "Review Period"). You may request changes to the Video Advertising during the Review Period only once.  Additional fees may apply for certain changes, such as re-shooting footage.  SuperVideo Advertising is subject to publication without further notice or change after the Review Period ends or you approve, whichever comes first. If you are providing footage or other media, such as photographs, for use in your SuperVideo Advertising, and you do not provide such content or other information we request by the deadline we set, we may choose to create a stock video with professional voice over, high resolution photographs, music and graphics of our choice and publish that stock video with additional content of our choosing, and this video will be considered your SuperVideo Advertising for all purposes under the Advertising Agreement and these terms and conditions.
(c)  You are responsible for obtaining all necessary licenses and authorizations to use any content you provide for inclusion in the SuperVideo Advertising, including, without limitation, releases (in a form approved by us) from persons appearing in such content.  We will not return any footage or other media you provide.
(d)  SuperVideo Advertising is a feature of your Electronic Ads.  If the SuperVideo Advertising is Pay-Per-Click Advertising: (i) the requirements for a minimum maximum bid may be higher due to the video component; (ii)the SuperVideo Advertising will not be available for viewing if you do not maintain active Pay-Per-Click Advertising campaign; and (iii) the Additional Terms Applicable to Pay-Per-Click Advertising, above, also apply.


ADDITIONAL TERMS APPLICABLE TO CUSTOM WEBSITE DEVELOPMENT

46. Custom Website Development

(a) Definitions.
"Custom Idearc Website" means the Original Website and any CWD Upgrades to the Original Website.
 "Custom Website Development Add-Ons" means custom website development Services that we will provide for the specific number of hours you order
"CWD Upgrade(s)" means the specific upgrade or upgrades(s) to the Original Website (as defined below)that we provide.
 "Pre-Paid Block of Time Add-On" means the number of hours of Services selected in your Order.

"Pre-Paid Block of Time Add-On Fee" means the charge set forth in your Order for each Pre-Paid Block of Time Add-On, and "Fees" means the total of such charges.   "Original Website" means the SuperSite you have ordered from us, whether under this Agreement or previously.

(b) You request us to publish each CWD Upgrade as part of the Original Website.

(c) We may choose not to publish any CWD Upgrade for any reason in our sole discretion.  We will be deemed to have "published" a CWD Upgrade when that CWD Upgrade is included in the Original Website, even if we have published the Original Website as an incomplete or "under construction" site pursuant to the applicable terms and conditions.

(d) Unless we agree to provide direct billing or agree to a different payment method, you authorize us to charge the Fees to your credit card acceptable to us when you order these Services.  We may require other billing arrangements and/or payment methods in our sole discretion.  You acknowledge and agree that the Fees do not include any facilities or services for access or interconnection to the Internet, any consulting or technical services, or any changes to content (other than minor text and graphic revisions to the CWD Upgrade(s) that we determine are necessary and will perform at no additional charge).

(e) The term for Custom Website Development Add-Ons and our publication of each CWD Upgrade will be coterminous with the term of the agreement between us that applies to the Original Website. If at the end of the term of this Agreement, we have not completed all of the time included in any Pre-Paid Block of Time Add-On, we will provide (in our sole discretion) either a refund, or a credit against any amounts you owe us, for the unused time and will have no further obligation to you.  The amount of that refund or credit will be determined by multiplying the amount paid for the uncompleted Pre-Paid Block of Time Add-On by a fraction obtained by dividing the unused time by the total time purchased for that uncompleted Pre-Paid Block of Time Add-On.  For purposes of any refund or credit due, our determination of the time spent under each Pre-Paid Block of Time Add-On on development services and remaining unused time will prevail.  If we publish the CWD Upgrade before expiration of the term of this Agreement, we will not owe you any refund or credit, regardless of the amount of time we have spent on providing development services for that CWD Upgrade.

BY CLICKING THE "I ACCEPT" BUTTON BELOW, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THIS ON-LINE ADVERTISING AGREEMENT, AND AGREE THAT YOU WILL THEREAFTER BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH ABOVE TO THE SAME EXTENT AS THOUGH EVIDENCED BY YOUR ORIGINAL SIGNATURE.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND ADVERTISER, THEN YOU ACKNOWLEDGE THAT YOU MUST NOT CLICK "I ACCEPT" AND MUST NOT COMPLETE YOUR ONLINE ORDER.