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1800Acupuncture.com

TERMS AND CONDITIONS

Last Updated January 22, 201

This website and its advertising programs and services, including mobile applications and other third-party properties (collectively the “Site”) are provided and maintained by 1800Acupuncture LLC. (“Company”). Use of this website is conditioned on your acceptance, without modification, of the terms, conditions, and notices contained in these Terms and Conditions (“Terms”). By accessing and using 1800Acupuncture.com’s services,  you, the Client or individual acting on behalf of the Client, represent and warrant that you have full legal power and authority to enter into these Terms, perform the obligations hereunder, and authorize and pay the fee payments set forth in the Purchase Order, as defined below. Any capitalized terms used but not defined in these Terms shall have the respective meanings ascribed to them in the Purchase Order. You also accept and agree, without limitation, to the following:

 

  • Ad ProgramsEach Ad Campaign purchase will be set forth in a Purchase Order or an online self-serve order form that identifies and describes the Ad Campaign purchased, Ad Campaign descriptions, Client details, applicable fees, the date the Ad Campaign starts (“Service Start Date”), and the duration of the advertising commitment. Each agreed upon Purchase Order is governed by and incorporated into these Terms (and collectively form the “Advertising Agreement”), and Client’s initial Purchase Order is hereby incorporated by reference to these Terms.
    • Ad Campaign options: Based on selected options (Spotlight, Top of search and Sidebar) Company will deliver a variable and unguaranteed number of Ad Impressions to the Site to promote Client’s business, as determined at company’s sole discretion based on available inventory and other factors. These ads will be shown until the duration set by Client is reached or the campaign in canceled by Client. Client may cancel or change the duration of the Ad Campaign at any time and Company will provide a full refund for any unused credit. Company will not issue any refund for used credit. Client accepts and agrees that Company may at any time, at its sole discretion, replace features associated with any Ad Campaign with features of substantially similar value.
    • Listing plans: Client may select a desired plan for each physical location (“Listing”). Client agrees to pay Company the price that Company has listed for the selected plan. Client may cancel the plan at any time and will not be charged for next month, so long as the plan is canceled on or before 25th of each month. If Client cancels the plan after the 25th of the month, Client will still be charged for the following month, but will not be charged for any additional months. If Client chooses the annual contract, Client will not be charged for the final month of the contract. Company has the right to change the plans and/or fees upon written notice to client.

 

  • Fees and Payment Client agrees to pay Company the fees specified in each Purchase Order for the duration set forth in the Purchase Order, or if not so specified, then for the duration of time that Company is providing the Ad Campaign or any related services to the Client. The fees are fixed for the duration of any Commitment Period specified in each Purchase Order, if applicable.
    • Taxes: All fees are net of any excise, sales, use, value added or other taxes, assessments, tariffs, fines, penalties or duties that Client may be required to pay by any federal, state, local, provincial or foreign jurisdictions (collectively, “Taxes”). The amount company charges Client may be subject to Taxes and Client is responsible for bearing and remitting any Taxes that apply to Client’s transactions. In jurisdictions where Company has the legal obligation to collect such Taxes, the amount of such Taxes will be invoiced to Client, and Client will pay such amount unless Client provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. Client will indemnify and hold Company harmless from and against any claim arising out of Client’s failure to pay such Taxes.
    • Missing or Late Payments: Payments are due in advance of the period for which they apply, or as otherwise set forth in the applicable Purchase Order. Unpaid amounts or errors may be billed on subsequent invoices. If Client’s payment method fails or Client’s account is past due, Company may collect past due amounts using other collection mechanisms, and Client agrees to pay all expenses associated with such collection, including reasonable attorneys’ fees. Undisputed past due amounts will accrue interest at 2% per month or the lawful maximum, whichever is less.
    • PAYMENT METHODS AND RECURRING PAYMENTS: IF CLIENT PROVIDES COMPANY WITH CREDIT CARD, DEBIT CARD, OR BANK ACCOUNT INFORMATION (“PAYMENT METHOD”), CLIENT AUTHORIZES COMPANY TO USE SUCH PAYMENT INFORMATION TO AUTOMATICALLY CHARGE CLIENT ON A RECURRING BASIS TO COLLECT ALL FEES DUE HEREUNDER. CLIENT REPRESENTS THAT HE OR SHE IS AUTHORIZED TO INCUR CHARGES AGAINST THE PAYMENT METHOD USED TO PURCHASE AD PROGRAMS. THE FORM OF PAYMENT METHOD CANNOT BE CHANGED OR ALTERED BY CLIENT UNLESS ALL AMOUNTS DUE UNDER THE TERMS HAVE BEEN PAID IN FULL OR OTHERWISE AGREED TO BY THE PARTIES IN WRITING. COMPANY WILL UPDATE CLIENT’S PAYMENT METHOD INFORMATION AND USE THAT NEW PAYMENT METHOD TO RECEIVE PAYMENT OF FEES DUE IF COMPANY IS NOTIFIED BY CLIENT’S BANK OR PAYMENT METHOD PROVIDER THAT THE PAYMENT METHOD INFORMATION HAS CHANGED OR HAS BEEN UPDATED.

 

  • Representations and Warranties Each party represents and warrants to the other that it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was organized; all contact and entity information is complete, correct and current, and the execution and delivery of the Terms, and the performance of the transactions contemplated hereby, are within its corporate powers, and have been duly authorized by all necessary corporate action.Client represents and warrants to Company that, if applicable, any information or materials that Client provides in connection with Ad Programs (“Advertising Materials”) will:
    • be true and complete,
    • not contain any material that violates Company’s content guidelines or that is otherwise unlawful, defamatory or obscene, or that infringes or violates any third‐party rights (including any intellectual property rights or privacy or publicity rights) or that may encourage a criminal offense or otherwise give rise to civil liability, and
    • comply with all applicable laws and regulations in its performance of the Advertising Agreement (including all applicable privacy / data protection laws and regulations and laws related to any contest, sweepstakes, coupon or other promotion appearing on or promoted through the Site by Client (“Promotions”).)

Company reserves the right to reject or remove any Advertising Materials at its sole discretion, and to alter any Advertising Materials to conform to technical specifications of the Site.

Client further represents and warrants to Company that Client will not, and will not authorize or induce any other party, to:

  • generate automated, fraudulent or otherwise invalid ad impressions, inquiries, conversions, ad clicks or other actions;
  • use any automated means or form of scraping or data extraction to access, query or otherwise collect Site content and reviews from Company, except as expressly permitted by Company, or
  • use any Company trademarks in any manner without Company’s prior written consent.

All rights not expressly granted to Client hereunder are reserved by Company.

 

 

  • Information About and Use of Company Company allows consumers to post information about your Businesses, including photos and reviews. Company uses a combination of human and automated screening to determine whether and how that information is published on the Consumer Site, though not all information is subject to screening.From time to time, Company needs to test improvements to its audiences and delivery systems, which could impact Client’s advertising. Client authorizes Company to periodically conduct limited tests that may affect Client’s Ad Campaign, including ad formatting, quality, ranking, performance and pricing. Company will determine the size, placement, and positioning of Client’s ads. The scheduling of advertising delivery is subject to availability and may not be continuous.

 

 

  • Term and Termination These Terms become effective between the parties as of the date Client executes the Purchase Order by signature (written or digital) or by clicking on an Order Form purchase button (or other expression of agreement as provided by Company, such as checking a box) (the “Effective Date”). Each Purchase Order will be deemed effective as of the Effective Date and will remain in effect until it expires as set forth in the applicable Purchase Order or is terminated as provided below.
    • Automatic Renewal of Term: If a Purchase Order specifies that it will automatically renew after a Commitment Period, the Advertising Agreement will renew on a month-to-month basis after the end of the Commitment Period until notice of termination is provided by Client or Company in accordance with these Terms.
    • How to Terminate Ad Campaign without a Commitment Period: If Client has purchased Ad Programs with no Commitment Period via the self-service tool in Client’s business owner account on the Site, Client may terminate the Ad Campaign at any time by selecting “End Campaign” or other similar then-current option via the provider account. Such Ad Campaign termination is effective immediately (if provided in accordance with the notice instructions contained herein) and Client is not subject to any Early Termination Fee. For fees paid in arrears, Company will bill Client for fees incurred during the time period between Client’s last billing cycle through the effective date of termination. For fees paid in advance, Company will reimburse any fees that were prepaid for Ad Campaign to be rendered after the date of such termination. (For example, if Client terminates such Purchase Order via its provider account on August 15th, the applicable Ad Campaign will end August 15th. )
    • How to Terminate a premium plan which Contained or Contains a Commitment Period: Client may terminate the Purchase anytime. Client will not be charged if he cancels the plan on or before the 25th of each month. If termination date is on or after the 26th of each month, the plan will be canceled by the end of next month and client will agree to pay Company for that period. (For example, if Client provides written notice to terminate such plans via email on August 15th, the plan will terminate on August 31st. If Client provides written notice to terminate such plans via email on August 27th, the plan will terminate on September 30th.)

 

  • COMPANY’S DISCLAIMER OF WARRANTIES CLIENT ACKNOWLEDGES AND AGREES THAT AD PROGRAMS ARE PROVIDED TO CLIENT ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE AD PROGRAMS AND EXPRESSLY DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING:
    • THE PERFORMANCE, QUALITY AND RESULTS OF THE AD PROGRAMS, INCLUDING AD CLICK RATES, CONVERSIONS, AND ANY USER-GENERATED CONTENT THAT APPEARS IN CLIENT’S AD PROGRAMS,
    • THE ACCURACY OF THE NON-PAYMENT-RELATED INFORMATION AND METRICS THAT COMPANY PROVIDES IN CONNECTION WITH THE SITE OR AD PROGRAMS (E.G., TRAFFIC, VIEWS, VISITORS, USERS, DEMOGRAPHICS, AND BEHAVIORAL INFORMATION ABOUT USERS), AND
    • THE PLACEMENT, CONTENT, PROMOTIONAL VALUE, QUALITY, TIMING, OR NUMBER OF AD IMPRESSIONS.

COMPANY SHALL NOT BE LIABLE FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL. WHILE COMPANY MAY TRY TO TARGET AD IMPRESSIONS TO PARTICULAR USERS, TYPES OF USERS, USER LOCATIONS, USER QUERIES, OR OTHER USER BEHAVIORS, COMPANY MAY NOT BE ABLE TO ACHIEVE A CLIENT’S SPECIFIC EXPECTATION OF ACCURATE AD TARGETING.

 

 

  • Indemnification Client agrees to indemnify, defend against, and hold Company and its officers, directors, agents, affiliates, and employees harmless from any and all third-party claims, actions, losses, damages, liabilities, costs, and expenses (including but not limited to attorneys’ fees and court costs) (collectively a “Third Party Claim”) arising out of or in connection with:
    • The Advertising Materials and/or any instructions or directions provided by Client to Company in connection with the Ad Campaign, and
    • Client’s material breach of this Advertising Agreement.

 

Company will notify Client promptly of any Third Party Claim for which it seeks indemnification and will permit Client to control the defense of such Third Party Claim with counsel chosen by Client, provided that Client will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of Company, without Company’s prior written consent.