Terms & Conditions

Copernic Media Solutions Pay-Per-Click Terms & Conditions

These are the Terms and Conditions, which you must agree to in order to participate in Copernic's Premium Placement Program (as described below). As used in this agreement, the terms "Client" and "You" mean you and the company or entity, which you represent. By participating in Copernic's Premium Placement Program, you are entering into a binding and enforceable legal agreement with Copernic Inc. ("Copernic") and you are signifying your assent to these Terms and Conditions. Please read these Terms and Conditions carefully before registering for and/or using Copernic's Premium Placement Program. If you do not agree to the Terms and Conditions, please do not register for or use Copernic's Premium Placement Program. This Agreement, including pricing and payment terms, is subject to change by Copernic at any time.

For purposes of this Agreement, the Classifieds Program is that program whereby Clients wishing to advertise their web site(s), services or products, pay for listings to appear in the search results generated by Copernic and/or its affiliates in response to a search term corresponding to the subject of the search listing. Registering for the Classifieds Program does not in any way guarantee that all or any of the search terms submitted will be accepted by Copernic or that such search terms will generate any traffic to your site. Copernic reserves the right, at any time and from time to time to reject and/or remove any search terms submitted by Client as well as grant to other clients access to those search terms. Any links or web site(s) you have listed with Copernic may be viewed by Internet users and consumers who access your links and sites through Copernic or any licensed affiliate of Copernic.

You agree to pay Copernic based on the number of clicks by a user on your search listing multiplied by the amount, which you have agreed to pay for each click on your search listing. You grant Copernic the right to charge your credit card in accordance with the payment terms you have selected in your registration form.

All payments will be made based on clicks and/or impressions reported and revenue generated as determined by Copernic's tracking.

Client agrees to pay all charges to its account in accordance with Copernic's terms then in effect at the time a fee is incurred. Client acknowledges that its payment obligation hereunder is based solely on the number of clicks and not on Client's ability to convert clicks to sales. In the event that Client has elected to pay Copernic by credit card, Client agrees that Copernic may charge the credit card upon the issuance of each tracking report reflecting the number of clicks. The Client represents that all payment information provided to Copernic will be accurate and complete. In the event that Copernic is unable to charge a Client's credit card or a check issued by the Client is returned, Copernic may, in its sole discretion, suspend or terminate the Client's participation in the Premium Placement Program.

You must promptly inform Copernic of any and all of the following: loss or theft of the credit card used in relation to this program; changes in the expiration date of the credit card; changes in home or billing address; apparent breaches of security regarding your membership, such as loss, theft, unauthorized disclosure or use of an ID or password; and any and all other changes pertaining to your credit card account which may affect the ability of Copernic to expeditiously obtain payments due to Copernic or its billing agent.

You represent and warrant to Copernic that (a) you are duly authorized to enter into this Agreement and perform your obligations hereunder. (b) your web site(s) will comply at all times with all applicable laws, rules and regulations and your web site(s) will not in any way violate or infringe upon any other right or rights including, but not limited to, trademark, copyright, rights of privacy or publicity, or any other personal or proprietary right of any person or entity, (c) your web site(s) will not contain any libelous, defamatory, obscene or unlawful materials (d) your web site(s) do not and will not contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You will not hold Copernic or its affiliates liable or responsible for the activities of visitors who come to your web site(s). You further represent that your web site(s) is not unsuitable for the Classifieds Program. Unsuitable sites include those that promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities; and violate or infringe upon the rights of any third party, including intellectual property rights. Copernic does not undertake to monitor but reserves the right to reject or remove any web site(s) if it is deemed unsuitable for the Classifieds Program.

Client agrees to indemnify and hold Copernic and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation reasonable attorneys' fees) resulting from claims or actions arising out of or in connection with (i) Client's participation in the Classifieds Program, (ii) Client's web site(s) or any links from Client's web site(s) (iii) any libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with your web site(s) (iv) any breach by Client of any duty, representation, warranty under any agreement with Copernic, or (v) relating to a contaminated file, virus, worm, or Trojan horse emanating from you web site(s). You agree that you are solely responsible for defending any claim, and for payment of damages or losses resulting from the foregoing to both a third party and to Copernic.

THE COPERNIC WEB SITE, INCLUDING THE MAMMA.COM SEARCH ENGINE, AFFILIATE NETWORK AND PREMIUM PLACEMENT PROGRAM, IS AVAILABLE ON AN "AS IS" BASIS. COPERNIC MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE ANY SERVICE PROVIDED BY OR THROUGH COPERNIC FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION, THE NUMBER OF CLICKS PER SEARCH LISTING WHICH WILL BE DELIVERED AND THE SUCCESS OF YOUR SEARCH LISTING. COPERNIC, ITS EMPLOYEES, CONSULTANTS AND OTHER AGENTS SHALL NOT BE LIABLE FOR ANY LOSS, COSTS, DAMAGE OR EXPENSE (INCLUDING REASONABLE ATTORNEY'S FEES) INCURRED BY CLIENT IN CONNECTION WITH THE PREMIUM PLACEMENT PROGRAM OR INCURRED BY CLIENT AS A RESULT OF ANY SERVICES PROVIDED BY COPERNIC AND/OR ITS AFFILIATES INCLUDING, WITHOUT LIMITATION, THE CONTENTS OF ANY WEB SITES OR PAGES, ANY TECHNICAL MALFUNCTION, COMPUTER ERROR, LOSS OF DATA, DELAY IN OPERATION, COMPUTER VIRUSES, COMMUNICATION LINE FAILURE, DESTRUCTION OR UNAUTHORIZED USE OR ACCESS TO ANY WEB SITES OR RECORDS, OR OTHER INJURY DAMAGE OR DISRUPTION TO CLIENT. NOTWITHSTANDING THE FOREGOING, SHOULD COPERNIC BE LIABLE FOR ANY REASON, CLIENT AGREES THAT IN NO EVENT SHALL COPERNIC'S LIABILITY EVER EXCEED THE TOTAL AMOUNT PAID TO COPERNIC BY CLIENT IN THE ONE MONTH PRIOR TO ANY ALLEGED LOSS. IN NO EVENT SHALL COPERNIC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT COPERNIC HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. COPERNIC WILL NOT BE LIABLE FOR, OR CONSIDERED TO BE IN BREACH OF OR IN DEFAULT, ON ACCOUNT OF ANY DELAY OR FAILURE TO PERFORM AS ANTICIPATED BY THE PARTIES OR IF ITS SITE BECOMES INOPERABLE OR INCAPABLE OF PERFORMING AS INTENDED. COPERNIC MAKES NO REPRESENTATIONS THAT THE OPERATION OF ITS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. YOU FURTHER AGREE THAT YOU WILL NOT HOLD COPERNIC RESPONSIBLE FOR ANY ACTS, ERRORS, OR OMISSIONS OF ANY THIRD PARTY IN CONNECTION WITH THE Classifieds Program, COPERNIC.COM OR MAMMA.COM WEB SITE, AND/OR SITES LINKED TO THROUGH THE COPERNIC.COM OR MAMMA.COM WEB SITE.

All requested URL links, search terms and descriptions are subject to Copernic's approval. Copernic reserves the right to reject, cancel or remove any URL link, search terms and descriptions at any time for any reason whatsoever.

You may only submit search terms and descriptions to Copernic's Premium Placement Program that are relevant to your web site(s) or to those web page(s) contained in your web site(s). If any information provided on your website(s) is changed, you must update your search terms and descriptions to be both current and accurate. All search terms and descriptions submitted are subject to relevancy review by Copernic, and are subject to removal or rejection.

Copernic does not guarantee that your search listings will be available or displayed and you understand that Copernic reserves the right to not place your search listings within any search results list generated in connection with the Classifieds Program. The format of your search listing may vary and Copernic makes no representations as to the format of your search listing. In all cases information for the search listing must be submitted in the form requested by Copernic.

You may suspend or cancel your participation in the Classifieds Program by written notice to Copernic. Following such notice, you will be entitled to receive a refund for all amounts not yet charged to your account less $25. We may cancel your participation in the Premium Placement Program at any time for any or no reason. Copernic reserves the right to cancel the Premium Placement Program at any time.

Your registration for Copernic is for your sole, personal, and exclusive use. You may not authorize others to use your registration, and you may not assign or otherwise transfer your account to any other person or entity. You shall not, under any circumstances, have the right to transfer or assign your membership, any personal identification numbers and/or password (login) to any other person or party. Any such attempted transfer or assignment shall be void and shall constitute a material breach of this Agreement on your part. In addition, you must promptly inform Copernic of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of your membership, personal identification numbers or password.

This Agreement constitutes the entire agreement of the parties concerning the subject matter hereof and supersedes all prior agreements and understandings. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement. In receiving any dispute or construing any provision in the Agreement, there shall be no presumptions made or inferences drawn because one of the parties drafted the Agreement, from the titles of the sections of this Agreement which are for convenience only. A waiver by Copernic of any term or condition of this Agreement in any instance will not be deemed or construed as a waiver of such term or condition for the future or any subsequent breach thereof. Unless otherwise specifically provided herein, all dollar amounts herein are expressed in United States funds. The parties are independent contractors and no employment, agency, partnership or joint venture is created hereunder. No party shall have the right to act as the agent for or to bind the other. This Agreement is not for the benefit of any third party, and shall not be considered to grant any right or remedy to any third party whether or not referred to in this Agreement. Copernic reserves the right to change the terms upon which it offers its Premium Placement Program to the public and may change this Agreement by posting such changes. Client's continued participation in the Premium Placement Program following such changes shall be deemed an assent to such changes.

The laws of the Province of Quebec applicable to agreements made and to be wholly performed therein shall govern this Agreement. Client irrevocably consents to the exclusive jurisdiction of the courts of the jurisdiction of Montreal, to the specific exclusion of all other jurisdictions. In connection with any action or proceeding, Client waives personal service and agrees that service of any pleading, notice, complaint, etc. may be served by certified or registered mail to Client at Client's address set forth in its registration form, and such service shall be deemed effective as if personally served upon Client at Client's principal place of business. The parties hereby knowingly, voluntarily, intentionally and expressly waive and renounce, to the fullest extent allowed by law, to any trial by jury and any claims on a class basis or in a representative capacity. Without limiting the generality of the foregoing, the parties agree that any proceedings whatsoever in any way relating to this agreement and which may be brought before a court of law shall be determined by trial by judge only.