CLICKEQUATIONS, INC.

TERMS OF USE

(EFFECTIVE JULY 1, 2009)

THE FOLLOWING TERMS OF USE EXPLAIN THE RELATIONSHIP BETWEEN YOU (OR “CUSTOMER”) AND CLICKEQUATIONS, INC. (“CLICKEQUATIONS” OR “WE”) AND APPLY TO YOUR USE OF THE CLICKEQUATIONS SEARCH AUTOMATION PLATFORM AND RELATED SEARCH OPTIMIZATION SOFTWARE AND SERVICES (COLLECTIVELY, THE “SERVICE”).   BY CLICKING THE “I ACCEPT” BUTTON BELOW OR OTHERWISE USING THE SERVICE, YOU (ON BEHALF OF YOUR COMPANY) AGREE TO BE BOUND BY THESE TERMS OF USE.  IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, OR IF YOU DO NOT HAVE THE AUTHORITY TO ACCEPT THESE TERMS OF USE ON BEHALF OF YOUR COMPANY, CLICK “I DO NOT ACCEPT” AND DO NOT USE THE SERVICE.

1.  Right to Use the Service.

ClickEquations grants you, subject to these Terms of Use, a nonexclusive, nontransferable right to use the Service solely for your internal business purposes. Only authorized users within the same legal entity may use the Service, not to exceed the applicable number of licenses purchased.  User names and passwords may not be shared with any individual who is not an authorized user.  Please note that you may use the Excel plug-in application for the sole purpose of importing data from ClickEquations into an Excel spreadsheet.  You may not (i) rent, lease, sublicense, distribute, resell, transfer, copy, modify, create derivative works of, or time-share the Service, or (ii) decompile, disassemble, reverse-compile, reverse-assemble or otherwise reverse-engineer (or otherwise use any similar means to discover the source code of) any aspect of the Service.  You may not use the Service if you are a competitor of ClickEquations or to develop a competing product or service.

ClickEquations acknowledges that search-marketing agencies may wish to utilize the Service on behalf of its clients.  Such use is permissible under these Terms of Use on the following conditions:  (1) you acknowledge and agree that ClickEquations is not party to your relationship with your clients and will have no liability or obligations whatsoever in connection with such relationship; (2) your payment obligations to ClickEquations are not dependent upon your receiving payment from your clients; (3) you must obtain your clients’ written acknowledgement and agreement that their data (and the data of their end users) will be provided to ClickEquations in connection with your use of the Service on their behalf; and (4) you sign a written agreement with your clients that is at least as restrictive and protective of ClickEquations’ rights as these Terms of Use.

You may not use the Service to do any of the following:  (a) send communications which are unlawful, threatening, abusive, harassing, defamatory, vulgar, obscene, offensive, libelous, or that may invade another’s right of privacy or publicity; (b) utilize the intellectual property of any other person or entity without their prior and explicit written permission; (c) violate any law, rule or regulation or advocate any activity that does so; (d) solicit funds, goods, or services (including, but not limited to, sweepstakes, contests or pyramid schemes); (h) transmit viruses or corrupted data or otherwise burden or interfere with the operation of the Service or any other party’s site or service; or (i) collect or store user names, email addresses or any other personally identifiable information about any user without their explicit permission and in all cases in compliance with applicable laws and regulations.

2.  Ownership.

You acknowledge that the Service is the proprietary intellectual property of ClickEquations or its licensors. You may not remove or modify any copyright and other proprietary notices in connection with the Service.  You grant ClickEquations the right to use data and information we collect from the Service (in an aggregate or compiled form only) which we may use to improve the products and services we offer, to conduct research, to generate profiles and reports, and to improve the overall experience of the Service.    Other than the express rights granted to you in these Terms of Use, no rights or licenses are granted to you.

3.  Privacy and Our Relationship

ClickEquations has established a Privacy Policy that describes how we will treat any personal information that you may provide to us.  By accepting these Terms of Use, you acknowledge that you have read and understood ClickEquations’ Privacy Policy. ClickEquations may change its Privacy Policy at any time by updating the Privacy Policy and providing notice on this site.  Please note from time to time you will receive communications from us (and our partners) regarding the Service. Also, you acknowledge that we (or our third party advertising providers, such as Google, Yahoo!, and MSN) may monitor your account activity to confirm compliance with these Terms of Use and to improve the Service.

You agree that ClickEquations may use your name, logo and branding (and describe the services you are utilizing) in marketing and advertising materials and in other public statements relating to the Service.

4.  Your Responsibilities

You are responsible for the following:  (a) having Internet access in order to use the Service (and for all costs in connection with such access); (b) ensuring that all registration and account information and data are current and accurate and that you have backed-up all such information; (c) managing all account activity; (d) maintaining the confidentiality and security of your username, password and account information; and (e) securing all consents and permissions to enable you to maintain your advertising accounts and to allow ClickEquations to access the data in your accounts.  As we cannot guarantee that the Service will always be available, you should take all steps necessary to enable you to conduct your business without use of the Service.

5.  Payment

If at any time you are overdue on your account, ClickEquations may suspend your access to the Service and/or terminate these Terms of Use, and in any such case we are not responsible for maintaining your account data.

6. Confidentiality.

During the term of this Agreement, and for three years thereafter, each party shall keep confidential and shall not use for any purpose any information provided to it by the other party that is labeled or otherwise identified as confidential or proprietary, unless the information sought to be disclosed (a) is publicly known at the time of disclosure, (b) is lawfully received from a third party not bound in a confidential relationship with the other party, (c) is published or otherwise made known to the public by the other party, (d) was generated independently by the receiving party, or (e) is required to be disclosed under a court order. Customer agrees that all deliverables are for internal use only.

7.  Indemnification

ClickEquations will defend Client from and against all claims, suits and proceedings brought against Client for infringement by the Services of a third party’s intellectual property rights and will indemnify and hold Client harmless against any resulting liabilities, losses, damages and costs awarded by a court of final jurisdiction or included as part of a final settlement, as well as all reasonable attorneys’ fees (collectively, “Claims”).  ClickEquations’ obligations under this section shall not apply to any Claims based upon:  (a) any materials, software or other information that have been altered by Client or any party other than ClickEquations; (b) the combination of the Services or any such materials, software or information with any items not provided by ClickEquations; or (c) use of the Services or any such materials, software or information after receiving notice from ClickEquations that they may give rise to any such claim.  Client will defend ClickEquations from and against all Claims brought against ClickEquations in connection with Client’s use of the Service.  The indemnified party shall:  (i) promptly notify the indemnifying party in writing of any claim, suit, or proceeding for which indemnity is claimed; (ii) cooperate reasonably with the indemnifying party at the latter’s expense; and (iii) allow the indemnifying party to control the defense or settlement thereof.  The indemnified party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense.  This Section 7 states the sole remedies and obligations of the parties concerning intellectual property claims.

8.  Disclaimer of Warranty

CLICKEQUATIONS (AND OUR THIRD-PARTY PROVIDERS) IS PROVIDING THE SERVICE ON AN “AS-IS, AS-AVAILABLE” BASIS AND MAKES NO WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT) WITH RESPECT TO THE SERVICE, ANY REPORTING PROVIDED BY US, ANY RESULTS OBTAINED FROM THE USE OF THE SERVICE OR REPORTS, OR OTHERWISE IN CONNECTION WITH THESE TERMS OF USE.  CLICKEQUATIONS DISCLAIMS ANY WARRANTY THAT THE SERVICE IS FREE FROM DEFECT, ERROR, OMISSION, VIRUS OR ANYTHING WHICH MAY CHANGE, ERASE, ADD TO OR DAMAGE YOUR SOFTWARE, DATA OR EQUIPMENT.  SPECIFICALLY, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AS WE DO NOT CONTROL ALL ASPECTS OF THE SERVICE (MOST NOTABLY, THE INTERNET, WHICH IS INHERENTLY INSECURE) AND ARE NOT A PARTY TO YOUR RELATIONSHIPS WITH ADVERTISERS, SEARCH ENGINES AND ANY OTHER THIRD PARTIES, WE ARE NOT LIABLE OR RESPONSIBLE IN ANY WAY FOR (A) THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR ANY OTHER ASPECT OF ANY SERVICES, SOFTWARE, DATA OR INFORMATION PROVIDED BY AN ADVERTISER, SEARCH ENGINE OR ANY OTHER THIRD PARTY, EVEN IF DELIVERED OR OTHERWISE PROVIDED VIA THE SERVICE, (B) UNAUTHORIZED ACCESS TO YOUR DATA WHILE IN TRANSMISSION, (C) ANY THIRD-PARTY WEB SITES OR CONTENT.  IN ADDITION, CLICKEQUATIONS WILL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH YOUR INABILITY TO ACCESS THE SERVICE OR ANY OF YOUR DATA, WHETHER DUE TO UNAVAILABILITY OF THE SERVICE OR THE SUSPENSION OR TERMINATION OF YOUR ACCESS TO THE SERVICE.

9.  Limitation of Liability

IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS THIRD-PARTY PROVIDERS) HAVE ANY LIABILITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES RELATING TO LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR ANY DATA (INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORT), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.  CLICKEQUATION’S LIABILITY FOR DIRECT DAMAGES WILL NOT EXCEED THE AMOUNTS PAID BY YOU UNDER THESE TERMS OF USE DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM IN QUESTION FIRST AROSE. This Section 8 will not apply to intellectual property violations.

10.  Miscellaneous.

Notices delivered under these Terms of Use must be given in writing and will be effective when received, provided that ClickEquations may provide notices via email, a posting in your user account, displaying a notice (or a link to a notice) on the Service, or via first-class mail or overnight courier to the address in your account information. These Terms of Use, together with any written agreement between ClickEquations and Client, contain the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), and cannot be amended except by a writing signed by both parties.  ClickEquations may include Client’s name in a list of its clients. ClickEquations is an independent contractor and not an employee or agent of Customer.  Neither party is authorized to assume or create any obligation or responsibility on behalf of, or in the name of, the other or to bind the other in any manner. Neither party may assign or transfer these Terms of Use without the other party’s prior written consent, except in connection with a merger or the sale of all or substantially all of the assets or stock of such party, which may occur without such consent. These Terms of Use will be construed in accordance with the laws of the Commonwealth of Pennsylvania.  These Terms of Use will survive expiration or termination of the parties’ relationship.