The Site and Services are made available by Clickable and arranged by American Express (collectively "We", "Us" or "Our", but individually by using "American Express" or "Clickable").

For SearchManager: The SearchManager Service is a fee based online solution that makes search advertising easier. SearchManager makes it easier for marketers to manage performance across all major ad networks, including Google, Yahoo and Microsoft. SearchManager’s powerful recommendations and reporting make marketers more efficient, effective and confident. The fees for the service are stated on the Site.

For SearchManager Free: The SearchManager Free Service provides you free access to the SearchManager Service for an evaluation period stated at the time of the offer, after which either You will be charged or Your access to the Service will be terminated. We may stop making SearchManager Free accounts available at our discretion.

You represent and warrant and covenant that You are at least eighteen (18) years old and have the power, authority and capacity to enter into this agreement, and You are a U.S. citizen, or are physically present in the United States as You use the Site and/or Services.

By using the Site or Services, You signify You meet all of the foregoing criteria, and any action taken by You on the Site or with respect to the Services shall be deemed an action taken by You and the entity or company that You represent.

To be eligible and authorized to utilize the Site or Services, You hereby agree to the terms of ALL of the applicable documents listed below.

SearchManager and SearchManager Free Subscribers

• These SearchManager Terms of Use
• Clickable Privacy Policy
• The American Express Online Privacy Statement
• The American Express Terms of Service, a/k/a American Express Website Rules and Regulations

Complete URL addresses for all documents referenced and/or linked above can be found in Appendix A. To the extent that there is a conflict between the SearchManager Terms of Use and the American Express Terms of Service, a/k/a American Express Website Rules and Regulations, the SearchManager Terms of Use govern. With respect to The American Express Online Privacy Statement and the Clickable Privacy Policy, see Section 24.1 regarding how these documents apply to the information You submit to the Service.

Your access to and use of the Services and this Site is subject to all applicable international, federal, state, and local laws and regulations. We do not make any representation that the information or content available at or through the Services or this Site (collectively, “Content”), is appropriate, accurate, or available for use in any particular location, and access to Content from territories where the Content may be illegal is prohibited. Those who choose to access and/or use this Site and the Services do so at their own initiative and risk and are responsible for compliance with all applicable laws and regulations.

We reserve the right to revise, modify and/or supplement the documents listed in Section 2 at any time in our sole discretion. American Express will notify You that changes to any such documents are being made by sending an email message to that effect to the email address that You provided when enrolling (or Your updated email address) and such changes will apply to Your continued use of the Site and Services. Additionally, the date indicated as "Last Modified" at the beginning of these Terms of Use or with respect to any other modified document will be updated to reflect the date as of which the last of any such revisions, modifications and supplementation occurred. Any changes shall be effective thirty (30) days after notice is sent to You. Your continued use of this Site and/or the Services thereafter shall be deemed to constitute Your affirmative acknowledgment of and agreement to abide and be bound by the modified terms, conditions and obligations therein. If You object to any of these documents listed in Section 2 or any subsequent modifications thereto or become dissatisfied with this Service in any way, Your sole recourse is to immediately discontinue Your use of the Service and this Site.

For both SearchManager and SearchManager Free: Your enrollment information must be accurate and complete, and You shall update enrollment information as necessary to keep it accurate and complete. You shall not misrepresent Your identity, the identity of Your authorized users of the Site or Services, Your ownership of, and authority to act on behalf of, Your company, or any other enrollment information or information provided by You subsequent to the enrollment. Failure to provide accurate and complete information may result in the termination of Your ability to use the Site and/or Services and/or result in errors.

For both SearchManager and SearchManager Free: The username and password provided in the enrollment confirmation email will be that assigned to the Master Administrator for Your account.

For both SearchManager and SearchManager Free: You shall not use a username or password that We deem offensive or inappropriate. You shall provide Us with true, accurate, and updated information. You are solely responsible for maintaining the confidentiality and security of usernames and passwords for Your account, and assume all liability for sharing or disclosing such usernames and passwords. You shall immediately contact Us at 1-800-261-9747 if You become aware that the security of the usernames and/or passwords for Your account may have been compromised or if there has been unauthorized access to Your account or Your data. You are solely responsible for all activity occurring under the usernames and passwords for Your account. Access to and use of password-protected and/or secure areas of this Site and Services is restricted to authorized users only.

You are hereby granted a limited, non-exclusive license to access and use, during the Term including incidental copies arising from the operation of Your browser, the Services and Content solely as stated in the documentation and tutorials on the Site. You may not resell or sublicense the Service, the Content, or any other services provided by Us to any other person or entity. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works from, decompiling, reverse engineering, disassembling, transferring, or using any Service or Content available on or through this Site for any purposes, except You may make print copies of the Content for Your own benefit and internal business use but not for distribution to others. Your use of this Site is voluntary, non-assignable and non-transferable.

You may not (a) use this Site, Content or Service in any manner that could damage, disable, overburden, or impair the Site, Content or the Service, nor may You use this Site, Content or Service in any manner that could interfere with any other party's use and enjoyment thereof, (b) use any "robot," "spider" or other automatic device, or a program, algorithm, or methodology having similar processes or functionality, or any manual process to monitor or copy any of the web pages, data, or content found on this Site, Content or Service or (c) use the Content, Service or this Site in violation of, or to violate, any law, rule or regulation or this Terms of Use.

You represent and warrant that You have and 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 used by You in Your online advertising (collectively, “Subscriber Content”) and that the Subscriber Content does not violate any trademarks or other rights of any third party.

Your enrollment and all other data you provide in connection with the enrollment that grants you access to the Service shall comprise your "User Account." This Service is designed to allow You to manage certain advertising campaigns through Your User Account and accounts You have or will establish with third party advertising companies. You authorize Us to act as Your agent to programmatically retrieve data from and transmit data and instructions to any and all advertising accounts for which You enter the necessary login data into the Service ("Customer Advertising Accounts"). You represent and warrant that You have the permission, authority and rights to allow Us to programmatically access such Customer Advertising Accounts. We are not responsible for any liability associated with accessing and retrieving data from Customer Advertising Accounts on Your behalf or on behalf of any entity for which You create a Customer Advertising Account. You shall immediately disable access in Your User Account to any Customer Advertising Account for which You do not have full legal right of access or the inability to provide Us with access. You are solely responsible for complying with any and all terms, conditions and policies that apply to your interactions with any Customer Advertising Account and with any third party advertising provider through any Customer Advertising Account or this Service. Any violation of ad network or search engine guidelines by You will be a breach of this Terms of Use. Neither American Express nor Clickable is liable for any loss or damage arising out of or relating to any failure by You to comply with any ad network or search engine guidelines.

The ad networks and search engines to whom the Subscriber Content is submitted through this Service have the non-exclusive, royalty-free, worldwide right and license to reproduce, publicly perform, display and distribute, resize or reformat the Subscriber Content for the purpose of providing services to You, and that such ad networks and search engines may distribute the Subscriber Content throughout their network of participating websites and other distribution outlets.

Functionality may be available in Your Customer Advertising Account which is not available through the Services. You remain responsible for checking, updating or otherwise transacting through Your Customer Advertising Account to ensure accurate transmissions of data.

We do not own, control or operate the Customer Advertising Accounts, and the provision of third party advertising is pursuant to an agreement between You and the applicable advertising provider. Data made available through the Services is dependent upon your Customer Advertising Accounts and third party providers, and is subject to errors in creation, transmission, data loss, time delay and other factors beyond Our control. The third party advertising provider and your Customer Advertising Account as accessed directly through such provider, and not through the Services, is the only information upon which You are entitled to rely with respect to modifications or data related to an advertising campaign.

Any such data accessed from a Customer Advertising Accounts system through the Services is for Your convenience only, and We do not make any representation or warranty as to its accuracy or timeliness. Any recommendations, projections, forecasts, extrapolations, suggestions, or other summaries provided by Us, whether forward or backward looking or based upon current circumstances are nothing more than Our opinion based upon the best information We were able to access from such third party providers and based upon the time at which such data was transmitted (which may not be current at the time You view it). You shall not to rely on such opinions in making any advertising management decisions without first verifying the accuracy to Your satisfaction directly through Your Customer Advertising Account. The Services also comprise compilations of data from various third party advertising providers. Neither the individual Customer Advertising Account data, nor the compilation nor comparison data is guaranteed by Us in any way and it is Your duty to verify such data prior to making campaign management decisions or transmitting instructions to your Customer Advertising Accounts. We cannot be responsible for the speed, accuracy or completeness of the instructions you transmit to your Customer Advertising Accounts through the Services because We do not own, operate or control all portions or the network or software through which such transactions are processed.

Your Customer Advertising Account is the only reliable source to verify that Your management decisions are carried out as accurately and completely as the third party advertising provider's system allows. You are responsible to inform Us immediately as soon as You identify any discrepancies between your Customer Advertising Account and Your User Account. You are also responsible for making sure that Your orders or Customer Advertising Account management decisions are not duplicated or are properly canceled to avoid redundant instructions.

American Express, Clickable, or a third party We authorize may, but is not obligated to, monitor any User Account activity for the purpose of, for example but not limited to, ensuring quality, improving Our products and the Services, and compliance with these Terms of Use. You shall not interfere with such monitoring and We may use technical means to overcome any attempted interference.

By submitting data through the Service or Your User Account, You hereby grant to Us and Our licensees and licensors, a worldwide, irrevocable, non-exclusive, transferable and sublicensable, fully paid-up, and royalty-free license to access, use, display, reproduce, distribute and analyze your User Account data within the Service in any format and through any applicable channels for the purposes of providing the applicable features and functionality of the Services and improving the Services’ look, feel and function, and to develop additional or modified features and functionality. This license does not grant Us the right to use your User Account data for any other commercial purpose without your prior written consent, except as set forth in Section 24 below.

We may:

We are and shall be the exclusive owners of such Insights and You shall have no right to access such Insights, nor shall You be entitled to copies of such Insights. In the event of a termination of your User Account, any Customer Advertising Account or this Agreement, such Insights shall remain Our exclusive property. We may use Insights in whatever manner We may in our discretion choose, provided that such Insights shall not contain personally identifiable information (except in aggregated generic form) of You or Your User Account without your express permission.

Free Trial Period. We may provide the Services to You on a trial basis during which you will not be charged for use of the Services (the "Evaluation Period"). The Evaluation Period shall terminate in accordance with the pricing information applicable to your User Account and set forth for you at SearchManager, “My Account”. For avoidance of doubt, an Evaluation Period may not be extended, restarted, renewed, nor shall any Customer, whether an individual or organization or entity be entitled to multiple Evaluation Periods. You shall not create more than one User Account on Your or Your organization's behalf for purposes of extending Evaluation Periods or accessing the Services for more than the Evaluation Period initially offered to You or Your organization. If Your organization either through You or through others that you are aware of creates multiple User Accounts, You shall advise American Express of such fact. In consideration of any such Evaluation Period, You shall use Your reasonable good faith efforts to provide feedback to Us upon request regarding Your experiences in using the Services. Such requests for feedback may come in the form of customer satisfaction surveys, requests for bug reporting, requests for evaluation comments, request for customer references, or participation in development of Frequently Asked Questions or support guidelines. Your refusal to participate in such reasonably requested feedback shall be grounds in Our discretion to terminate your Evaluation Period or access to the Services. All evaluation information provided to Us by You shall be Our sole and exclusive property. Notwithstanding the foregoing, during the Evaluation Period You shall remain responsible for the payment of all third party fees and all costs related to your Customer Advertising Account as further described below.

Fees for Use. In consideration for providing the Services, You shall pay to Us all applicable fees billed to You in accordance with the pricing information and/or monthly fees applicable to your User Account and set forth for You at the SearchManager Sign up Page. The sum of the amounts calculated in accordance with the pricing information and/or monthly fees applicable to your User Account are referred to herein as the "Fees" unless a specific charge is being referenced. Unless otherwise stated, all Fees are quoted in U.S. Dollars. The Fees shall commence at the end of your Evaluation Period; however, during your Evaluation Period You shall be responsible for all Customer Advertising Account costs payable to third parties incurred by You. You shall pay all Fees to your account in accordance with the Fees and billing terms in effect at the time a Fee is due and payable. You will be required to provide Us with a valid credit card or approved purchase order together with approved credit authorization and payment terms as a condition to signing up for the Services. If You are not requested to provide such credit card and purchase order at the commencement of Your Evaluation Period, You shall do so immediately upon request or to have your User Account terminated without further notice. You shall provide Us with complete and accurate billing and contact information and to keep such information updated. You expressly authorize the use of Your User Account data as to charge your credit card for the Fees as may be accrued through Your use of the Services. You shall immediately notify Us if your credit card is lost or stolen or your credit card account otherwise becomes unavailable for any reason. At the end of each month, We will automatically bill Your credit card for the Fees accrued on Your behalf for use of the Services. If You believe You are not responsible for any of the Fees in Your credit card statement, or Your account is otherwise incorrect, You must contact Us in writing within fifteen (15) days of the statement date. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You are responsible to pay to Us or Our assignees, all reasonable costs of collection, including reasonable fees and expenses of attorneys or other professionals. If Your account becomes thirty (30) days or more overdue, or is overdue by more than fifteen days on more than three occasions, We reserve the right to suspend the Services provided to You and in Our discretion to terminate this Terms of Use. We reserve all other defenses and rights and shall have no liability to You for suspending or terminating Your account in accordance with this Terms of Use. We are not responsible to retain your User Account data and We may delete Your User Account data from any server or archival records maintained by Us, except as needed to later evidence the accuracy of the Fees. Our Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, "Taxes"). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Our net income. We reserve the right to modify Our Fees and to introduce new charges at any time, upon at least 30 days prior notice to You, which notice may be provided by e-mail or via your User Account or other notice of modification to the pricing information and/or monthly fees applicable to You. All Fees and pricing terms are confidential, and You shall not disclose them to any third party. You are responsible for making payments to third party advertisers to satisfy all charges incurred under Customer Advertising Accounts as a result of Your use of the Services pursuant to any applicable terms and conditions that may exist between You and the third party advertising providers. We are not responsible for any charges incurred under Customer Advertising Accounts and You shall and hereby indemnify and hold harmless American Express and Clickable from all such charges, and not to make any statement or claim to the contrary.

You shall utilize software produced by third parties, including but not limited to, "browser" software, that supports a data security protocol compatible with the protocol used by Us. Until notified otherwise by Us, You shall use software that supports the Secure Socket Layer protocol or other protocols accepted by Us and to follow the logon procedures for that service. The Services are designed to allow You to transact modifications of advertising campaigns through other third party systems, and Your access to the Services requires that Your software will satisfy the security requirements of each such third party system. We are not responsible for notifying You of any upgrades, fixes, enhancements or other modifications to any such third party software, or for any compromise of data transmitted across computer networks not owned or operated in whole by Us.

You grant Us and Our licensors, licensees and successors a non-exclusive, perpetual, royalty free, fully paid up, worldwide, limited right to use your name, trademarks, service marks and logos in the production of marketing materials promoting the Service. All goodwill from the use of Your trademarks shall inure to Your benefit.

You may not access the Service if you are a direct competitor of Clickable or for purposes of benchmarking, analyzing, or comparing the Services to others not owned by Clickable or for any other competitive purpose. We reserve the right in Our sole discretion to determine the foregoing and to deny, refuse or eliminate Services to anyone at anytime

WE DO NOT MANAGE OR CONTROL ANY ADVERTISER THAT YOU MAY INTERACT WITH THROUGH THE SERVICES, AND ACCEPT NO RESPONSIBILITY OR LIABILITY FOR ANY ACT OR OMISSION BY AN ADVERTISER, INCLUDING BUT NOT LIMITED TO THE REFUSAL OF AN ADVERTISER TO ACCEPT YOUR CHOSEN SEARCH TERMS, KEYWORDS, OR ADVERTISEMENTS, THE REFUSAL OF AN ADVERTISER TO ALLOW US TO ACCESS ANY CUSTOMER ADVERTISING ACCOUNT, OR ANY OTHER FAILURE OR REFUSAL OF AN ADVERTISING SERVICE TO FACILITATE OR MANAGE OR MODIFY YOUR ADVERTISING CAMPAIGN IN ANY WAY. YOU HEREBY WAIVE ANY AND ALL LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST US WITH RESPECT TO ACTS AND OMISSIONS BY ADVERTISERS AND WITH RESPECT TO USER ACCOUNT DATA TRANSMITTED THROUGH THE SERVICE.

This Terms of Use remains in effect until terminated by either party, as provided herein (the “Term”). We may terminate this Terms of Use or any aspect of the Services at any time upon at least ten (10) days advance notice for any or no reason. Notwithstanding the foregoing, we may terminate this Terms of Use with You or any aspect of the Services provided to You immediately if You breach any obligations required of You in this Terms of Use, or any of the documents listed in Section 2, above.

You may cancel or terminate Your account and use of the Services at any time, in which case, You must cease using the Services. Cancellation or termination of Your enrollment or account must be made in writing and sent to American Express by sending an email to Support@searchmanager.com.

For SearchManager only: Monthly subscription fees and transaction-related fees, including, but not limited to, ACH/electronic check transaction fees, credit card processing fees, and merchant account statement fees are non-refundable.

American Express, Clickable, Our licensors, or third parties, as applicable, own all rights, title, and interest in and to Services and this Site, and portions thereof, including, but not limited to, all Intellectual Property Rights, and the trademarks, logos, and service marks ("Marks") displayed on this Site or through the Services are the property of American Express, Clickable, Our licensors, or third parties, as applicable. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect worldwide. You receive no rights or title to any Intellectual Property Rights of American Express, Clickable, or other third parties, and You do not obtain any rights or title, express or implied, in this Site’s Content, other than the rights expressly granted in these Terms of Use. Content available on or through this Site is protected by copyright and other Intellectual Property Rights. You are prohibited from using any Marks for any purpose including, but not limited to, use as metatags or on other pages or sites on the World Wide Web without Our written permission or the written permission of such third party that may own the Marks. You shall not remove, obscure, or alter the copyright notice, trademarks, or other proprietary rights notices belonging to American Express, Clickable and/or other third parties affixed to or contained within or accessed in conjunction with or through this Site. Your use of the Services, Content or Site is not an endorsement of You or Your business by American Express or Clickable, and You shall not utilize the Marks of American Express, Clickable or other third parties to suggest any endorsement or affiliation to them. You remain owner of all rights, title, and interest in and to the Intellectual Property Rights in Your logos or materials that You upload in connection with the Services. If You upload any logo or material You thereby grant American Express and Clickable a limited license to use such logo and/or material in conjunction with Your use of the Services, such as on Your invoices or web page displays generated by the Services, and to identify You as a user of the Services.

You hereby grant American Express and Clickable a royalty-free, fully-paid, worldwide, exclusive, transferable, sublicensable, irrevocable and perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the operation of the Services.

Our service providers, licensors, licensees and suppliers are third-party beneficiaries of the above provisions, with all rights to enforce such provisions as if they were each a party to this Terms of Use.

YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN RISK. THE SITE AND SERVICES AND ALL CONTENT MADE AVAILABLE ON OR THROUGH THIS SITE OR VIA THE SERVICES ARE PROVIDED TO YOU BY US "AS IS" ON AN “AS AVAILABLE BASIS” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY. TO THE FULLEST EXTENT PERMITTED BY LAW, AMERICAN EXPRESS AND CLICKABLE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SITE AND SERVICES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. AMERICAN EXPRESS AND CLICKABLE MAKE NO WARRANTY THAT (i) THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

NEITHER AMERICAN EXPRESS NOR CLICKABLE ENDORSE OR ARE RESPONSIBLE FOR (A) THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY FORECASTS, SUGGESTIONS, RECOMMENDATIONS, EXTRAPOLATIONS OR SUMMARIES GENERATED THROUGH THE SERVICES, (B) THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE THROUGH THE SERVICES OR THIS SITE BY ANY PARTY, (C) ANY CONTENT PROVIDED ON ANY THIRD PARTY SITE(S) LINKED TO THIS SITE, OR (D) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM ANY THIRD PARTY SITE(S) LINKED TO THIS SITE.

OTHER THAN AS REQUIRED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL AMERICAN EXPRESS, CLICKABLE , OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES OR THIS SITE, OR YOUR RELIANCE ON ANY PRODUCTS OR SERVICES OBTAINED FROM A LINKED SITE. IT IS YOUR SOLE RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THIS SITE, OR OBTAINED FROM A THIRD PARTY SITE LINKED TO THIS SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.

NEITHER AMERICAN EXPRESS NOR CLICKABLE WARRANT THAT THIS SITE IS COMPATIBLE WITH YOUR EQUIPMENT OR THAT THIS SITE IS FREE OF VIRUSES, WORMS, BOTS, OR ANY OTHER HARMFUL, INVASIVE, OR CORRUPTED FILES. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, THE UNIFORM COMMERCIAL CODE AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT SHALL NOT APPLY TO THIS TERMS OF USE.

THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, SITE, CONTENT, AND DESCRIPTIONS OF SERVICES PUBLISHED ON THIS SITE OR A LINKED SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND AMERICAN EXPRESS AND CLICKABLE SPECIFICALLY DISCLAIM ANY LIABILITY FOR SUCH INACCURACIES OR ERRORS. AMERICAN EXPRESS AND CLICKABLE DO NOT WARRANT OR REPRESENT THAT THE CONTENT ON THIS SITE IS COMPLETE OR UP-TO-DATE. AMERICAN EXPRESS AND CLICKABLE ARE UNDER NO OBLIGATION TO UPDATE THIS SITE, SERVICES OR CONTENT. AMERICAN EXPRESS AND CLICKABLE MAY CHANGE THE SITE, SERVICES OR CONTENT OR MAY MAKE IMPROVEMENTS OR CHANGES THERETO AT ANY TIME WITHOUT NOTICE.

EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, AMERICAN EXPRESS, CLICKABLE AND EACH OF THEIR RESPECTIVE AGENCIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, OR AGENTS WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, FOR ANY PUNITIVE, RELIANCE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE, SERVICES, CONTENT OR A LINKED SITE, OR WITH THE DELAY OR INABILITY TO USE THIS SITE OR A LINKED SITE, EVEN IF MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY RELATES TO, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER'S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, DATA LOSS, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE. AMERICAN EXPRESS AND CLICKABLE CANNOT AND DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE SITE, SERVICES OR CONTENT.

FOR SEARCHMANAGER: EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF AMERICAN EXPRESS, CLICKABLE, OUR AGENCIES AND OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), WILL BE THE GREATER OF (i) TWENTY DOLLARS ($20) AND (ii) THE AMOUNT OF THE MONTHLY SUBSCRIPTION FEES PAID PURSUANT TO SECTION 11 HEREOF IN THE TWO (2) MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO THE CLAIM, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FOR SEARCHMANAGER FREE SUBSCRIBERS: EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF AMERICAN EXPRESS, CLICKABLE, OUR AGENCIES AND OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), WILL BE TWENTY DOLLARS ($20), EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You shall defend and indemnify and hold American Express and Clickable and their respective agencies, service providers, parent, subsidiaries, affiliates, officers, employees, directors, representatives, and agents harmless from any claim, cause of action or demand, loss, liability, or damages (including reasonable attorneys' fees, accounting fees, and costs) made or brought by any third party due to or arising out of any of the following: Your use of this Site, the Content or the Services or any other program offered on or through this Site; the violation of these Terms of Use by You or other user of the Services or this Site using Your computer or Your username and password, any user submission posted by You or other user of the Services or this Site using Your computer or Your username and password; or the infringement or violation by You or other user of the Services or this Site using Your computer or Your username and password, of any Intellectual Property Rights or other right of any person or entity. Notwithstanding your obligation to defend as described above, We reserve the right to exclusively defend and control the defense, settlement and/or resolution of any and all claims arising from the above causes and any such indemnification matters arising therefrom and You will fully cooperate with us in any such defenses and reimburse us for reasonable fees (including attorney’s fees) and expenses in connection therewith.

American Express and Clickable reserve the right to seek all remedies available at law and in equity for violations of these Terms of Use, including, but not limited to, the right to block access from a particular Internet address to this Site or Service. In addition, We may, in our sole discretion, immediately terminate Your use of this Site or Services if we believe You are violating or have violated these Terms of Use or the terms and conditions of other documents listed in Section 2 to which You are a party. American Express and Clickable reserve the right to terminate the Service and these Terms of Use in accordance with these Terms of Use without American Express or Clickable incurring any liability. Any such termination will be without prejudice to any other rights that Clickable or American Express may have against You arising from a violation of these Terms of Use or of the documents listed in Section 2 to which You are a party.

Users of this Site and Services submit to the laws of the State of New York, USA and applicable federal law without regard to conflicts of laws principles. If applicable, You shall submit to the exclusive jurisdiction of the federal and state courts of the State of New York.

Procedures: Any and all disputes, claims or controversies arising out of or related to this Terms of Use, including any claims under any statute or regulation ("Disputes"), shall be submitted first to non-binding mediation. If the Disputes are not resolved through mediation, the Disputes then shall be submitted for binding arbitration. Unless the parties agree in writing otherwise, any mediation and/or arbitration shall take place in the State of New York, New York County, and shall be administered by, and pursuant to the rules of, the American Arbitration Association ("AAA").

Restrictions on Arbitration: Disputes shall be arbitrated on an individual basis. There shall be no right or authority for any Disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons or entities similarly situated. The arbitrator's authority to resolve Disputes and to make awards is limited to Disputes between the parties to this Terms of Use alone, and is subject to the Limitations of Liability and other provisions set forth in this Terms of Use. Furthermore, Disputes brought by either party to this Agreement against the other may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by all parties. No arbitration award or decision on any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. Should any portion of this Section of this Alternative Dispute Resolution paragraph be stricken from this Terms of Use or deemed otherwise unenforceable, then this entire Alternative Dispute Resolution paragraph shall be stricken from this Terms of Use.

Enforcement: The provisions of this Alternative Dispute Resolution paragraph may be enforced in a court of competent jurisdiction and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses (including attorney fees) incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered. Notwithstanding the foregoing, neither party shall be prohibited from seeking injunctive or other equitable relief in any court of competent jurisdiction.

Any information collected from or about You through Your use of this Site or the Services is subject to the American Express Online Privacy Statement, which is linked to in Appendix A. In addition, Clickable's use of certain of Your non-personally identifiable information related to Your use of the Site or Services -- including: (1) ad purchasing behavior such as the ad targeting information You provide (e.g., geographic, keyword, or demographic targeting information); and (2) various actions taken by You while visiting this Site, such as Web pages viewed, length of visit, and click-stream data -- is subject to the Clickable Privacy Policy, which is linked to in Appendix A. Clickable (and its successors and assignees) may use or disclose such non-personally identifiable information: (i) in connection with its statistical analysis or trend analysis about the search engine marketing industry, (ii) in connection with its sales and/or marketing efforts, (iii) to inform investors or potential investors or acquirers; or (iv) as otherwise deemed appropriate by You and Clickable. If You do not agree to Clickable's storage and use of Your non-personally identifiable information for these purposes, please do not subscribe to this Service.

Clickable does not use your personally identifiable information (such as Your name, address, or account number) other than in connection with providing You the Services on behalf of American Express; provided, however, in the event that the agreement between American Express and Clickable regarding the Services terminates or expires, Clickable may continue to use Your personally identifiable information to send You marketing communications. You may opt out of receiving such marketing communications from Clickable by sending an email to support@Clickable.com or, where possible, by deactivating promotional material at an opt out field in Your User Account.

American Express and Clickable periodically sends, both on their own and on their partners' behalf, newsletters and marketing and promotional materials to customers who have not opted out of receiving these materials. Unless explicitly stated otherwise, any such offers shall be subject to these Terms of Use and Your acceptance of such offers shall be governed by this Terms of Use. Certain alerts, notifications, announcements and other administrative notices are necessary for the provision of the Services and You may not opt out of receiving them unless You terminate Your subscription to the Services. If You become a paying customer of Us, We shall have the right to disclose the fact that You are a paying customer, and to describe the classification of the Services You receive.

You may request and We may agree to provide Services related to the tracking of various actions on Your web sites including visitor behavior, page views, length of visit, click stream data, and visitor actions taken. For example, with respect to visitors to such web sites, as a result of clicking on any of Your ads on a search engine, Our server may place a tracking cookie on such visitor's computer and will use non-personally identifiable information including information about the browser and IP address to track whether the referral results in a transaction as defined by You. For the avoidance of doubt, You are solely responsible for updating Your privacy policies for the applicable web sites, as necessary, to ensure that they are consistent with any web site tracking Services provided by Us. Unless explicitly stated otherwise, any such provision of web site tracking Services shall be subject to these Terms of Use and Your acceptance of such Services shall be governed by this Terms of Use.

Neither American Express nor Clickable shall be responsible for delays, nonperformance, damages, lost profits, or other losses caused directly or indirectly by any Act of God, including without limitation, fires, earthquakes, tornadoes, or hurricanes, as well as wars, labor disputes, communication failures, legal constraints, power outages, data transmission loss, data loss, failure or interception, incorrect data transmission, or any other event outside the direct control of American Express or Clickable.

These Terms of Use, the documents and policies in Section 2 incorporated herein, either in their entirety or by explicit reference, and any other terms and conditions on this Site, constitute the entire agreement between You and Us with respect to this Site and the Services and govern Your use of this Site and the Services. If any provision of these Terms of Use is found by a court of competent jurisdiction to be contrary to law or otherwise unenforceable, then such provision(s) shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall remain in full force and effect. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. All waivers by American Express or Clickable must be in writing signed by an authorized representative of the applicable party. These terms may not be altered, supplemented, or amended by You without the prior written consent of American Express and Clickable.

This is an online service. A printed version of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You are solely responsible for ensuring that each of Your customers who receives invoices using the Services has consented to, is willing and capable of receiving, reviewing, printing and saving all materials, disclosures, terms or other content You deliver to them through the Services and has consented to Your use and disclosure of the information required to create and distribute invoices to such customer.

Notwithstanding any cancellation or termination of this Service, or of Your account or Your enrollment, all provisions of the Terms of Use which by their nature should survive cancellation or termination shall survive cancellation or termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and arbitration.

We reserve the right to modify or discontinue this Site or any of the Services with or without notice to You. We shall not be liable to You or to any third party in the event that We exercise the right to modify or discontinue this Site or any of the Services.

Your acceptance of these Terms of Use and use of this Site or Services do not create a joint venture, partnership, employment, or agency relationship between You and us. You shall not represent in any way that You are in partnership with, are a joint venturer of, or have any employment or agency relationship with Us. You may not assign, delegate, or transfer Your rights or obligations under these Terms of Use and any such prohibited assignment, delegation, or transfer shall be null and void.

This Terms of Use is for the sole benefit of the parties hereto and their successors and permitted assigns and nothing herein shall give or be construed to give any person other than the parties hereto any legal or equitable rights hereunder, except as expressly provided otherwise herein.

Regardless of any statute or law to the contrary, any claim or cause of action You bring arising out of or related to Your use of this Site or the Services or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in this Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance.

Appendix A - URL Addresses

Below is a list of all documents linked herein with complete URL addresses.