INTRODUCTION. SirVegas LLC (dba SirVegas.com) herein known as ,SirVegas.com provides you, and, if applicable, any of your Affiliates (defined below), access to certain products, services and/or programs (collectively, "Programs" and each, a "Program") subject to your acceptance of and compliance with these Advertiser Master Services Terms and Conditions (the "Master Terms and Conditions"), and the terms and conditions of the Programs in which you enroll (the "Program Terms") and any Insertion Order that you or one of your Affiliates complete or that is completed on your behalf (provided that in the case your Affiliate enters into the Insertion Order, such Insertion Order specifically references these Master Terms and Conditions) (either online as part of the Online Sign-Up form, or offline, when enrolling as an Advertiser (defined below), each an "Insertion Order") (collectively, the "Agreement"). In the Agreement, (i) "Advertiser, " "you" and "your" means collectively the Advertiser and its Affiliates who participate in any Program, and (ii) "Affiliate" means, as to any person or entity, an entity or person that directly or indirectly controls, is controlled by or is under common control with that person or entity, and the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities or a written voting rights agreement. These Master Terms and Conditions, and applicable Program Terms and Insertion Orders, shall apply to all Programs in which you have enrolled. The term of the Agreement will commence on the date you enroll as an Advertiser and will end when terminated by either party in accordance with the terms of the Agreement (the "Term"). If there is an Insertion Order, the Term will commence on the Effective Date set forth in the initial Insertion Order, and will continue in effect for the term and/or until the End Date if specified therein or in any renewal Insertion Orders, unless earlier terminated by either party in accordance with the terms of the Agreement.
2. PAYMENT. You agree to pay SirVegas.com all charges to your account for any Program in which you enroll in accordance with these Master Terms and Conditions, the applicable Program Terms, any applicable Insertion Orders, and any Payment Plans (defined below) you select. If SirVegas.com does not receive timely payment or if you exceed your monthly maximum prepayment hereunder, (i) you will incur a debit balance for the value of any unpaid charges incurred under your account, (ii) you agree to pay all amounts due on your account upon demand, and (iii) SirVegas.com reserves the right to either suspend or terminate your account with SirVegas.com, including deletion of your listings from any or all SirVegas.com Search Marketing Marketplace(s) and SirVegas.com Search Marketing Marketplace Results (each as defined in the applicable Program Terms). Except as may be set forth in the Program Terms, any service fees charged to your account and initial deposit(s) are non-refundable. You agree to submit any disputes regarding any charge to your account in writing to SirVegas.com within 60 days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. If you fail to make payment as set forth herein, you will be responsible for all reasonable expenses (including attorneys' fees) incurred by SirVegas.com in collecting such amounts. All prices are in United States dollars and do not include taxes that may be assessed by any jurisdiction. If withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to the Agreement, you shall pay such taxes to ensure that SirVegas.com receives the full amount invoiced to you without offset or deduction. You shall promptly furnish to SirVegas.com the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. Each party is responsible for all costs associated with the performance obligations of such party under the Agreement. Each of your SirVegas.com Search Marketing accounts shall be subject to SirVegas.com Search Marketing's then-current minimum monthly bid and cost requirements. You agree to promptly (i) update all information to keep your account and Payment Method (defined below) current, complete and accurate (such as a change in billing address or e-mail), (ii) notify SirVegas.com in writing if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password, and (iii) notify SirVegas.com in writing if your Payment Method is canceled.
3. PAYMENT PLANS. (a) From time to time, SirVegas.com may offer you the opportunity to enroll in a payment plan ("Payment Plan") to manage charges to your account. If you enroll in a Payment Plan, you are bound by the terms of that Payment Plan. If you have chosen a Payment Plan providing for a fixed maximum payment per month, you agree that if your charges equal or exceed your monthly maximum payment, your listings will be removed from the applicable SirVegas.com Search Marketing Marketplace Results and/or Program for the remainder of that month and you will incur a debit balance for the value of any unpaid charges incurred under your account, including any amounts accrued prior to the time your listings are actually removed. Charges will be posted to your account and must be paid pursuant to the terms of the Payment Plan you select before any of your listings will be made available in the applicable SirVegas.com Search Marketing Marketplace (defined in the applicable Program Terms), SirVegas.com Search Marketing Marketplace Results, and/or Program. You authorize Escortier to charge your credit card, charge card, debit card or financial institution account (hereinafter your "Payment Method") for all charges to you SirVegas.com Search Marketing account. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution providing your Payment Method. If you select Budgeting (as available at the SirVegas.com Search Marketing Web Site(s) and as may be modified from time to time), you agree to (a) ensure that the amount you select for your approximate daily budget is reasonably related to (i) the Selected Keywords (defined in the applicable Program Terms) you bid on, and (ii) the amounts you bid on such Selected Keywords; and (b) promptly increase your approximate daily budget to an appropriate amount if your daily budget does not comply with the foregoing. Non-Stop and Fixed Budget Payment Plans are offered on a periodic basis and are self-renewing unless or until your participation in such Payment Plan is terminated by you or SirVegas.com. Your non-termination or continued use of a SirVegas.com Search Marketing Marketplace, Programs, and/or the SirVegas.com Search Marketing Web Sites (defined below) reaffirms that SirVegas.com is authorized to charge your Payment Method automatically. SirVegas.com may submit those charges for payment and you will be responsible for such charges. SirVegas.com reserves the right to modify, suspend or terminate any Payment Plan and/or your participation therein at any time. If SirVegas.com modifies the terms of a Payment Plan, the modified terms of the Payment Plan will be reflected in an updated version of the Agreement posted on any of the SirVegas.com Search Marketing Marketplaces, any of the SirVegas.com Search Marketing Web Sites, or by e-mail notification to you. If you do not consent to such modified terms, you may elect to discontinue your enrollment in the Payment Plan at any time by providing written notice to SirVegas.com before the effective date of such modified terms. Your continued enrollment constitutes your acceptance of the terms of the Payment Plan as modified. (b) NON-STOP TRAFFIC PAYMENT PLAN: Under the Non-Stop Traffic Payment Plan, you preauthorize SirVegas.com to charge periodically your Payment Method on a recurring basis for the amount specified. If you equal or exceed this amount, this Payment Plan is designed to provide uninterrupted service for you by (i) automatically replenishing your account using your Payment Method, (ii) paying for all charges in excess of the amount you have preauthorized, and (iii) applying the remaining balance to future charges. Your Payment Method will be charged for the preauthorized amount whenever your account has fewer than approximately the prior three (3) days worth of click charges remaining, as determined by SirVegas.com in its sole discretion. The foregoing amount then will be credited to your account and, after any debit balance that you may have incurred for charges not paid is first deducted, the balance will be available to pay for future charges; thus, while the amount charged to your Payment Method will remain the same from month-to-month, the amount actually available in your account to pay for future charges will vary depending upon the charges you have incurred. SirVegas.com will send you a notification to the e-mail address associated with your account after each such preauthorized transaction to notify you that your account has been replenished and your Payment Method debited. Such charges should appear on the periodic statement sent to you by the provider of your Payment Method. Unless you discontinue your enrollment in this Payment Plan, you understand that this preauthorization is valid until the termination of the Agreement with SirVegas.com or the discontinuation of, or your participation in, this Payment Plan as determined by SirVegas.com. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of the Agreement, which provides the terms of your preauthorization. (c) FIXED BUDGET PAYMENT PLAN: Under the Fixed Budget Payment Plan, you determine a monthly maximum amount for charges to your account subject to the provisions below. When you enroll in the Fixed Budget Payment Plan, you preauthorize SirVegas.com to charge periodically your Payment Method each month up to the maximum amount that you specify. Notwithstanding the monthly maximum amount of charges you specify, if you equal or exceed your available balance in any month, you will incur a debit balance; this debit balance will be deducted from the amount next charged to your Payment Method and the remaining balance will be credited to your account to pay for future charges. SirVegas.com will send you a notification to the e-mail address associated with your account after each such preauthorized transaction to notify you that your account has been replenished and your Payment Method debited. Such charges should appear on the periodic statement sent to you by the provider of your Payment Method. You understand that your SirVegas.com Search Marketing account may be taken offline for the remainder of any month in which your account equals or exceeds your budget amount. Unless you or SirVegas.com discontinue your enrollment or participation in this Payment Plan, you understand that this preauthorization is valid until the termination of the Agreement or the applicable Program Terms with SirVegas.com. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of the Agreement, which provides the terms of your preauthorization.
4. ACCESS. For purposes of the Agreement, all Web pages that are owned, operated or hosted by or for SirVegas.com, are referred to herein as the "SirVegas.com Search Marketing Web Sites." During the Term, you are authorized to access and use the SirVegas.com Search Marketing Programs and SirVegas.com Search Marketing Web Sites and the content therein and data obtained therein solely for internal use to manage your SirVegas.com Search Marketing accounts(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 your own internal use provided that you do not violate the Agreement. You shall not disclose or make available passwords or access codes related to your SirVegas.com Search Marketing accounts. You agree that you will not use any automated means, including agents, robots, scripts, or spiders, to access or manage your account with SirVegas.com or to monitor or copy the SirVegas.com Search Marketing Web Sites or the content contained therein except those automated means expressly made available by SirVegas.com, if any, or authorized in advance and in writing by SirVegas.com (for example SirVegas.com -approved third party tools and services). The SirVegas.com Search Marketing Web Sites contain robot exclusion headers and you agree that you will not bypass SirVegas.com Search Marketing's robot exclusion headers (including using any device, software or routine to accomplish that goal), or interfere or attempt to interfere with the proper working of the SirVegas.com Search Marketing Web Sites or any Program, SirVegas.com Search Marketing Marketplace or SirVegas.com Search Marketing system. You agree that SirVegas.com Search Marketing Programs and formatting may be used only as permitted in the applicable Program Terms and not be used by, nor made available to, any third party. SirVegas.com is a technology company and innovation is necessary to enable SirVegas.com to provide you with competitive Programs. To accomplish that goal, you understand that SirVegas.com frequently conducts tests on SirVegas.com Search Marketing traffic and, notwithstanding any applicable terms, you authorize SirVegas.com to conduct and charge for the services provided under the applicable Program Terms (as set forth in the applicable Insertion Order or your online account) during such tests. You understand that your listings may be distributed through the Search SirVegas.com Marketing Distribution Network based upon certain user targeting initiatives. You also understand that SirVegas.com may from time to time offer incentives and promotions to Advertisers, which may include free clicks.
5. YOUR SITE. You agree that SirVegas.com is not responsible for any aspect of your Web site(s), or Web sites owned or operated by any third party. You represent, warrant and covenant that: (i) all information you provide or approve or that is provided on your behalf in connection with the Agreement and on your Web site is, and will be updated to remain, current and accurate, (ii) the Web site to which any listing links will look substantially the same to all end users regardless of the end users' location (provided, however, that you may display different content to certain users so long as it is relevant to the Selected Keywords (defined in the applicable Program Terms), Index Listings, Product Files, and/or Travel Listings (each as defined in the applicable Program Terms), and (iii) your Web site does not contain any SirVegas.com -owned or licensed content, including any SirVegas.com Search Marketing listings, except pursuant to a separate signed agreement with SirVegas.com. You acknowledge that SirVegas.com outsources some or all of its editorial services to an unrelated third party. As a consequence, your listings may be developed and/or processed by such unrelated third party.
7. REPRESENTATIONS AND WARRANTIES. You represent, warrant and covenant that (i) you have sufficient authority to enter into the Agreement; (ii) you are a business, not a consumer, and that your use of SirVegas.com Search Marketing's services is solely for lawful commercial and business purposes; (iii) you have the necessary rights to provide all information provided under the Agreement (including all content, data, data feeds, listings, titles, URLs, descriptions and, if applicable, 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 to which it links: (a) do not violate any law, statute, ordinance, treaty or regulation or SirVegas.com Search Marketing policy or guideline; (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 publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, 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, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancel bots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) comply with the applicable Program Terms; and (iv) you will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by SirVegas.com, clicking, impression or marketing activities through any SirVegas.com Search Marketing Program or service, and you will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003.
8. INDEMNIFICATION. You agree to indemnify and hold harmless SirVegas.com, its Parent and Affiliates and its and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, third party service providers and third parties authorized by SirVegas.com to make your listings, results, and/or Programs available in connection with third party Web sites, content, applications and/or e-mails ("Third Party Products"), and their respective officers, directors, agents, Affiliates, and employees (each, an " SirVegas.com Entity" and collectively, the "SirVegas.com Entities") from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claims"), that actually or allegedly result from your information (as defined in Section 7(iii) above), use of any Program, SirVegas.com Search Marketing Marketplace, SirVegas.com Search Marketing system or SirVegas.com Search Marketing Web Site, your Web site, or your breach of the Agreement. You agree to be solely responsible for defending any Claim against or suffered by SirVegas.com and/or any SirVegas.com Entity, subject to SirVegas.com and/or the SirVegas.com Entity's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all Claims against SirVegas.com, and/or any SirVegas.com Entity provided that you will not agree to any settlement that imposes any obligation or liability on SirVegas.com and/or an SirVegas.com Entity without SirVegas.com prior express written consent.
9. LIMITATION OF LIABILITY. ANY LIABILITY OF SirVegas.com AND THE SirVegas.com ENTITIES IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO THE AMOUNT ALREADY PAID BY YOU TO SirVegas.com PURSUANT TO THE AGREEMENT IN THE PRIOR SIX MONTH PERIOD. IN NO EVENT SHALL SirVegas.com OR ANY SirVegas.com ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. YOU AGREE THAT YOU WILL NOT HOLD SirVegas.com RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO CLICKS BY ANY THIRD PARTY ON YOUR LISTING(S) REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.
10. TERMINATION. You and/or SirVegas.com may terminate the Agreement and/or your participation in any Program (unless otherwise provided in the relevant Program Terms), and SirVegas.com may suspend or terminate your participation on any Web Site or Third Party Product that is part of a SirVegas.com Search Marketing Distribution Network, including removing your listings from any SirVegas.com Search Marketing Marketplace or SirVegas.com Search Marketing Distribution Network, at any time, for any reason or for no reason, and neither SirVegas.com nor any of the SirVegas.com r Entities shall have any liability regarding such decisions. Upon termination, suspension or discontinuation of any Program or your participation therein, all outstanding payment obligations incurred under such Program will become immediately due and payable. These Master Terms and Conditions shall terminate automatically if you have terminated all Program Terms and Insertion Orders. Sections 2, 3, 4 (fifth and sixth sentences only), 5(iii) and 6 through 15 of these Master Terms and Conditions and any applicable provisions specified in the Program Terms shall survive any termination of the Agreement.
11. NOTICES. SirVegas.com may give general notices to you by posting on any SirVegas.com Search Marketing Marketplace, any SirVegas.com Search Marketing's Web Site, or by electronic mail to the e-mail address provided by you to SirVegas.com. It is your responsibility to ensure that your e-mail address and any other contact information you provide to SirVegas.com is updated, current and correct.
12. CHOICE OF LAW. Any dispute referring or relating to the Agreement or between the parties shall be governed by the laws of the State of California, without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada or another location designated by SirVegas.com. Any claim against SirVegas.com arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party.
13. ELECTRONIC SIGNATURES EFFECTIVE. (a) The Agreement is an electronic contract that sets out the legally binding terms of your use of SirVegas.com Search Marketing products and services, including the SirVegas.com Search Marketing Web Sites. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in the Agreement and these Master Terms and Conditions and in any Programs Terms by clicking on the "I Accept" button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the "I Accept" button, you accept the Agreement, including the Programs Terms and agree to the terms, conditions and notices contained or referenced therein. When you click on the "I Accept" button during enrollment, you also consent to have the Agreement provided to you in electronic form. • Should you choose to withdraw your consent to have the Agreement provided to you in electronic form, SirVegas.com will discontinue your then-current username and password. This means that you will not have the right to use any of the Program(s), unless, and until, we issue you a new username and password. SirVegas.com only will issue you a new username and password after we receive a signed copy of a non-electronic version of the Agreement, which we will send to you upon written request. • Prospective Nature. Your withdrawal of consent shall be effective within a reasonable time after we receive your withdrawal notice described above. Your withdrawal of consent will not affect the legal validity or enforceability of the Agreement provided to, and electronically signed by, you prior to the effective date of your withdrawal. (c) Access and Retention. In order to access and retain the electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program. We will notify you of any changes in the hardware or software requirements needed to access and/or retain the Agreement that create a material risk that you will not be able to continue to access and/or retain the electronic Agreement.
1. INTRODUCTION. SirVegas.com provides you access to Conversion Counter (defined below), as available through a SirVegas.com Search Marketing Web Site(s) subject to your compliance with the Agreement (including these Conversion Counter Program Terms, any other applicable Program Terms and Insertion Orders). For purposes of these Program Terms, Conversion Counter means the Program that enables you to coordinate conversion data obtained from your Web site(s) regarding your SirVegas.com campaign with your SirVegas.com Search Marketing account information.
2. LIMITED USE LICENSE. SirVegas.com will provide you with proprietary software code (the "SirVegas.com Search Marketing Code") for insertion on your Web site (s) solely in the manner described by SirVegas.com on the Account Set-Up Web page on the SirVegas.com Search Marketing Web Site(s), and solely for the purpose of managing your SirVegas.com Search Marketing accounts(s). Subject to the terms and conditions of these Program Terms, SirVegas.com grants you a revocable, non-exclusive non-transferable, non-sub licensable, limited use license to use, execute, and display the SirVegas.com Search Marketing Code on your Web site(s) in the United States. Except for the limited license expressly granted in this Section, nothing in these Program Terms shall be construed as SirVegas.com granting you any right, title or interest in or to the Program, including the SirVegas.com Search Marketing Code or any right under any patent, trade secret or other intellectual property rights of SirVegas.com. You acknowledge and agree that SirVegas.com owns all right, title and interest in and to the Program, including the SirVegas.com Search Marketing Code (including all software and technology underlying any such product, service, and/or information) and all related intellectual and proprietary rights of any kind anywhere in the world. You agree that you will not use Conversion Counter, the SirVegas.com Search Marketing Code, or the results created thereby, or disseminate or distribute any of this information, in violation of these Program Terms.
4. PAYMENT. You agree to pay SirVegas.com the service fee, if any, for the version of Conversion Counter you sign up for in connection with your Web site(s). SirVegas.com reserves the right to start charging a service fee or change the service fee upon thirty (30) days written notice.
6. EFFECTS OF TERMINATION. You agree to remove the SirVegas.com Search Marketing Code from all items under your possession, custody, and/or control within 15 days after termination of these Program Terms, and SirVegas.com reserves the right to charge you the service fee until such time as you remove the SirVegas.com Search Marketing Code and you notify SirVegas.com in writing of its removal. Sections 3, 4, 5, 6 and 7 of these Program Terms shall survive any termination of these Program Terms.
7. ADDITIONAL TERMS. SirVegas.com reserves the right to discontinue offering the Conversion Counter service at any time.
2. PAYMENT. You agree that, in addition to any service fees, you will be charged for all clicks on your listings. Your listings in the Sponsored Listings Marketplace are subject to SirVegas.com Search Marketing's then-current minimum bid and minimum cost requirements.
3. EFFECTS OF TERMINATION. Sections 2, 3, & 5 shall survive any termination of these Program Terms.
4. USE OF SirVegas.com SUBMISSIONS. By submitting or approving material or having material submitted on your behalf to the Sponsored Listings Marketplace, you grant SirVegas.com and the SirVegas.com Entities, a royalty-free, worldwide right and license in connection with the Sponsored Listings Marketplace and the Sponsored Listings Marketplace Distribution Network during the term of these Program Terms to: (i) use any part of the material, which use includes publicly performing, publicly displaying and distributing it, copying and manipulating it as reasonably necessary for such performance, display and distribution, and modifying it or using it commercially; and (ii) access, index, cache, and display the Web site(s) to which your listings link, or any portion thereof by any means including web spiders and crawlers, in connection with your listings, including the right to create and display copies of any text, graphics, images, audio, video, and other material included on such Web sites, including the right to create and display thumbnail and full-scale copies of any images or video included on such Web sites or elsewhere. reserves the right to truncate, edit, refuse, reject or remove any listing at its discretion at any time. SirVegas.com does not guarantee that your listings will be placed in or available through the Sponsored Listings Marketplace Distribution Network, the Sponsored Listings Marketplace or the Sponsored Listings Marketplace Results, nor does SirVegas.com guarantee that your listings will appear in a particular position or rank, and SirVegas.com reserves the right to not place your listings and to stop placing or to remove your listings at any time for any reason. Final decision as to inclusion, relevancy, placement and the like is at SirVegas.com sole discretion.
5. ACCEPTING SirVegas.com SUGGESTIONS: By using a Selected Keyword, title, description, link, listing and/or other element of a listing that may be suggested by SirVegas.com or its third-party service providers, you represent, warrant and covenant that such Selected Keyword, title, description, link, listing or other element thereof is authorized by you and in compliance with the Agreement. You agree that SirVegas.com shall not have any liability for Selected Keywords or your listings, or for any changes that you make to Selected Keywords or your listings based on suggestions by SirVegas.com or a third-party service provider.
Correspondence & Business Reg @: SirVegas LLC (dba) SirVegas.com
631 N Stephanie St, #250 Henderson NV 89014