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Marchex with Adobe Analytics helps marketers by showing them which media drives calls so they can optimize media spend and their websites to make better decisions.
Marchex with Adobe Analytics helps marketers by showing them which media drives calls so they can optimize media spend and their websites to make better decisions.
End-User License Agreement
Marchex understands the best customers are those who call your company - they convert faster, buy more, and churn less. Marchex provides solutions that help companies drive more calls, understand what happens on those calls, and convert more of those callers into customers. Our actionable intelligence strengthens the connection between companies and their customers, bridging the physical and digital world, to help brands maximize their marketing investments and operating efficiencies to acquire the best customers.
Analytics Data Connectors Wizard
End-User License Agreement
a. DESCRIPTION. Subject to the terms of the Order and this Agreement, Marchex will provide access to enhanced information and data services (”CALL ANALYTICS SERVICES”) and/or provide digital call advertising services (”Advertising Services”) as specified on the applicable Order (collectively, the ”Services”). The Services will include provisioning of call-through telephone numbers (the ”Marchex Numbers”) for Customer as well as the reporting and delivery of associated performance and user data in various media (collectively, the ”Data”). The additional terms and conditions referenced below (collectively, ”Supplemental Terms”) will apply to the extent Customer elects to purchase and/or use the corresponding Marchex Services.
i. CALL ANALYTICS. An Order for Call Analytics Services will enable Customer to use Marchex Numbers for its own performance-tracking or other analytics purposes, for display or publication on websites or publications (print, electronic, or otherwise) or other media (collectively, ”Ad Media”) as determined by Customer from time to time in accordance with the terms set forth herein. In addition, Customer may elect pursuant to an Order, online activation or other request accepted by Marchex optional Call Analytics Services including proxy Services whereby Marchex Numbers are displayed on a proxy version of Customer’s own website(s) hosted by Marchex. To the extent site-proxy Services are requested, Customer hereby grants Marchex the right to use, reproduce, and publicly display the content of Customer’s website together with the applicable Marchex Numbers for the purposes of providing such Service to Customer.
ii. CALL MARKETPLACE. Orders for placement of advertising and/or development of specialized media for Customer will be subject to the Call Marketplace Services Terms and Conditions (located at http://www.marchex.com/legal/mcm-terms-and-conditions or such successor URL as Marchex may designate), which are fully incorporated herein by reference.
iii. RECORDED CALL SERVICES. Recording of calls and related analytical services are optional Services which eligible Customers may elect pursuant to an Order, online activation or other request accepted by Marchex. Customer may elect not to use such optional Service(s). To the extent that Customer elects to use any such product feature, the Recorded Call Services Terms and Conditions (located at http://www.marchex.com/legal/recorded-call-terms or such successor URL as Marchex may designate) shall apply to Customer and to any Customer Affiliates using such Services, and are fully incorporated herein by reference.
b. USE OF SERVICES. Customer shall be responsible for obtaining and maintaining any computer and phone equipment (and the like) and ancillary products (collectively, the ”Equipment”) needed to access and use the Services. Customer shall also be responsible for maintaining appropriate security safeguards with respect to property for which it maintains ownership, control, use under license and/or access, including its Equipment, its Customer account, passwords and files, any Data acquired hereunder and any Confidential Information. Customer shall be solely responsible for its use of the Customer Data. Customer will not (and will not cause any third party to), directly or indirectly: reverse engineer, decompile or disassemble any Services or any software, documentation or data provided by Marchex in connection therewith (collectively, ”Marchex Materials”); modify or create derivative works based on any Services or any Marchex Materials or any aspect or portion thereof; or copy (except for archival purposes), lease, distribute or otherwise transfer rights to any Services or any Marchex Materials; or remove any proprietary notices or labels. Customer agrees not to interfere with the proper working of any Marchex website. With the exception of any implementations expressly made available or approved in writing by Marchex, Customer may not use any automated means to access the Marchex websites, including agents, scripts, robots, or spiders. Customer will be deemed responsible for each of its agents, representatives, subcontractors, licensees, and any other Customer affiliates that have access to or otherwise use the Services or any Marchex Materials (collectively, ”Customer Affiliates”), and their respective compliance with the terms of this Agreement.
c. CUSTOMER CLIENTS. The terms of this subsection shall apply to the extent that Customer is an agency, search engine marketer, reseller, or other entity that intends to offer use of Marchex Numbers or any other Services under an Order to its own advertiser or merchant clients or other customers (collectively, ”Clients”). Subject to these Terms, Call Analytics Customers may re-allocate Marchex Numbers for the same limited use by its Clients as described in Section 1(a)(i) above with respect to Ad Media that is determined by Clients. Customer represents that it is each Client’s authorized agent and has express authority to bind each Client to this Agreement including the representations and warranties set forth in Section 5 below. Customer shall be responsible for all use of the Marchex Numbers and Services by its Clients and shall have in place with each of its Clients, written contractual terms (”Client Terms”) that include: (i) representations and warranties from Client that Client is responsible for its use of all Services and its compliance with all applicable laws and regulations in its jurisdiction with respect to such Services (including, if applicable, Recorded Call Services); (ii) disclaimers of warranties on behalf of Marchex and its suppliers that are substantially similar to those set forth in these Terms and in any applicable Supplemental Terms; (iii) a limitation of liability of Marchex and its suppliers substantially similar to that set forth in Section 8 below; (iv) Marchex and its suppliers as indemnitees; and (v) a designation of Marchex and its suppliers as third party beneficiaries of such provisions with a right to enforce such provisions against such Client. The Client Terms shall be consistent with this Agreement with respect to any reservation of rights and confidentiality terms between and among the parties. Marchex acknowledges that Customer may be unable to successfully negotiate the inclusion of all the Client Terms noted above and, in such instances, Customer hereby covenants to use commercially reasonable efforts to negotiate such Client Terms that are as protective of Marchex as it deems possible. Customer shall be responsible for all marketing materials, advertising and informational content, and any oral or written representation that Customer or Customer Affiliates may make to any current or potential Clients; and Customer shall neither make nor include in the Client Terms any representations or warranties on behalf of Marchex or with respect to Marchex, its suppliers, affiliates or the Services. Upon expiration or termination of this Agreement and/or the applicable Client Terms, Customer shall: (i) cause its Clients to take all reasonable steps thereafter to remove, amend or cancel all publications, advertisements, promotions and other items bearing any Marchex Number; and (ii) prohibit its Clients from thereafter distributing or selling any Ad Media or other item whatsoever bearing any Marchex Number.
RESERVATION OF RIGHTS; GOVERNMENT MATTERS.
a. RESERVATION OF RIGHTS. This Agreement is not intended to, and shall not affect, ownership by either party of, or rights of either party in, any of its intellectual property rights, content, products and services, and nothing set forth in this Agreement shall be construed as the assignment or transfer of any ownership rights in any of the foregoing from one party to the other. Other than the express licenses set forth herein, nothing in this Agreement, and nothing in any statement made in connection with this Agreement, will be deemed a license (by implication, estoppel or otherwise) under either party’s patent rights or other intellectual property rights. Both parties reserve all rights not expressly granted. Any Data collected or created hereunder, during the Service Term and through Customer’s account, that is specific to and in a form identifiable with Customer is, but only to the extent thereof, the intellectual property of Customer (collectively, the ”Customer Data”), subject to Marchex’s non-exclusive right to use such Data in connection with the delivery of its Services and operation of its business, which may include analyzing and reporting Customer Data on an aggregated basis, and without identifying Customer as the source thereof and without disclosing Personal Information. For the avoidance of doubt, Marchex uses all Data collected in connection with its business and operations, which may include certain aggregated Customer Data in an unidentifiable form, in connection with the conduct of its business and operations which includes (a) creation of operational statistics for internal use only; (b) creation and inclusion in financial reporting of aggregate statistics regarding services performed; (c) creation and inclusion in marketing materials of aggregate statistics highlighting the capabilities of the Services; and (d) advancing and improving existing products and services, creating new and enhanced product and services, and development and publication of market and industry intelligence and expertise, all of which in such form shall be and remain the intellectual property of Marchex.
b. MARCHEX NUMBERS. Customer shall not have the right to use the Marchex Numbers other than as explicitly set out herein without the prior written consent of Marchex. As between the parties, all Marchex Numbers remain the property of Marchex, pursuant to agreements with its various telephone carriers and vendors, and are made available to Customer solely for use in accordance with the terms and conditions of this Agreement and subject to applicable law and regulation. Upon expiration or termination of this Agreement, all rights of Customer to the use of the Marchex Numbers as well as the Services shall cease absolutely. Thereafter, Customer shall take all reasonable steps to remove, amend or cancel all publications, advertisements, promotions and other items bearing any Marchex Number and shall not thereafter distribute or sell any Ad Media or other item whatsoever bearing any Marchex Number. The parties acknowledge and agree that Customer’s use of any Marchex Numbers may be further limited by, among other factors, changes to telephone carrier terms, changes in carrier relationships, guidelines recommended by Federal, state or local regulators, or changes to applicable law and regulation from time to time. Additionally, Marchex reserves the right to set limits on the volume of Marchex Numbers made available hereunder and makes no guarantee that local Marchex Numbers will be available for specific area codes.
c. GOVERNMENT MATTERS. Customer may not remove or export from Customer’s jurisdiction or allow the export or re-export of the Services or anything related thereto in violation of any applicable export control or similar restrictions, laws or regulations. Marchex is not a telephone company. Marchex purchases telecommunications services and uses such services to provide enhanced service products to Customer. If at any time Marchex’s right to allocate Marchex Numbers or otherwise provide the Services to Customer is impaired or regulated by any governmental or quasi-governmental entity, including, the U.S. Federal Trade Commission, the U.S. Federal Communications Commission or any state public utility commission (or equivalent or similar agencies in non-U.S. jurisdictions, if applicable under the Order), Marchex shall have the right to terminate, suspend or amend this Agreement automatically upon written notice and to cause Customer to remove or withdraw any advertising material containing any Marchex Number. Marchex shall have no liability or obligation to Customer of any kind arising out of such a termination, suspension or change in Services, as the case may be.
PAYMENT. Customer authorizes Marchex to use credit reporting agencies to evaluate Customer’s credit history. Upon request, Customer shall provide Marchex with any necessary information or consent. Customer agrees to pay Marchex the then-applicable fees for the Services as set forth in the Order and any relevant attachment(s) thereto (the ”Fees”). In the event Customer does not meet the business credit standards established by Marchex (which may be modified from time to time), or there is a material adverse change to Customer’s credit profile during the Service Term, Marchex reserves the right to adjust payment terms, such as requiring a cash deposit as security payment for the Fees, or requiring payment in advance, as applicable. Unless otherwise set forth in the Order, all dollar amounts referred to in this Agreement or the Order are in the lawful money of the United States of America. All units of measure shall be rounded up to the next whole number in calculating Fees. By way of example and without limiting the generality of the foregoing, Fees for Services based on a Per Minute calculation shall be rounded up to the nearest whole minute. Customer may be obligated to pay additional fees over the Term in the event that Customer requests any supplemental or custom Services not set forth in the applicable Order. Upon the request of Customer, Marchex may provide a rate card for any supplemental or customized Services. Customer agrees to pay in full the additional Fees for supplemental or customized Services requested by Customer based on the Marchex rate card delivered to Customer, unless the parties otherwise agree pursuant to an amended set of terms in a mutually signed Order. Furthermore, after the end of the Initial Term or then current renewal term, Marchex reserves the right to change the Fees or applicable charges and to institute new charges and Fees, upon thirty (30) days prior written notice to Customer (which may be sent by email). If Customer’s use of the Call Analytics Services exceeds the applicable volume limitations set forth in the Order, Customer agrees to pay the additional fees that apply. Customer shall be responsible for all applicable surcharges and taxes associated with the Services, other than taxes based on Marchex’s net income. Customer will make payment no later than thirty days after the end of the month in which Services are provided or the Services may be terminated immediately by Marchex. Alternatively, Marchex may suspend all or any portion of the Services until such time as all outstanding amounts are paid in full. Any disputes with respect to such payment shall be made by Customer no later than five days after the end of the applicable month. Unpaid invoices will be subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Additionally, Marchex may charge an overdue payment penalty fee. Termination of this Agreement and/or payment of late payment charges shall not prejudice any other rights or remedies that may be available to Marchex.
MUTUAL CONFIDENTIALITY AND CUSTOMER DATA.
a. Each party (the ”Receiving Party”) understands that the other party (the ”Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (hereinafter referred to as ”Confidential Information” of the Disclosing Party). ”Confidential Information” includes any non-public information of a Disclosing Party such as business plans, products, technical data, specifications, documentation, rules and procedures, contracts, presentations, know-how, product plans, business methods, product functionality, services, data, customers, markets, competitive analysis, databases, formats, methodologies, applications, developments, inventions, processes, payment, delivery and inspection procedures, designs, drawings, algorithms, formulas, or information related to engineering, marketing, or finance. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except as expressly permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without fault of the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is otherwise required to be disclosed by court order, law, regulation, securities exchange requirement, receipt of a criminal or civil subpoena, or written request from governmental authorities requesting information in connection with a criminal proceeding, or (f) any and all exigent circumstances involving individual or public health, rescue or safety. Notwithstanding the foregoing, Marchex shall have the non-exclusive right to use such Confidential Information in connection with the delivery of the Services and operation of its business as further detailed in Section 2(a) above. For the purposes of this agreement ”Personal Information” shall mean personally identifiable or other personal records or information. Without limiting any other provision of this Agreement, each party shall retain all right, title and interest in and to its Confidential Information, including all intellectual property rights inherent therein or appurtenant thereto. For the avoidance of doubt, the parties acknowledge and agree that Confidential Information includes Personal Information, including call-related, caller related and call-receiver related Personal Information that may be included in the Data processed under this Agreement and that each of the parties shall treat such Confidential Information in accordance with the terms of this Section, in addition to, without limiting, the requirements that each of the parties has with respect to the Data generally under this Agreement and applicable law.
b. All archived Customer Data shall be governed by the then-effective Marchex storage and deletion protocols for data, including, without limitation, maximum storage volumes, automatic and mandatory deletion protocols, maximum storage periods, among others. Notwithstanding the foregoing, unless otherwise limited or restricted by applicable law or regulation, Marchex may, but shall not be obligated to, maintain archived Customer Data following termination of the Agreement. Furthermore, in the event that Marchex in its reasonable professional discretion determines that such Customer Data may not be deleted due to any outstanding compliance or regulatory matters, Marchex reserves the right to maintain such storage until the matter has been resolved to its satisfaction. Each party shall comply with the applicable Agreement terms and applicable laws and regulations, as each may apply to the party and their respective obligations thereunder. Marchex may disclose any Customer Data to law enforcement or other governmental authorities upon receipt of request therefrom, without incurring any liability for such action. Customer acknowledges that Marchex may change its practices and limitations concerning storage of Customer Data, at any time and that notification of any such changes will be posted on Marchex’s website or within Customer’s administration panel, or sent by email. Customer further agrees that this feature is provided as a convenience to Customer only and Marchex has no responsibility or liability whatsoever for the deletion, loss, disclosure of, or failure to store, any messages and/or other communications maintained or transmitted by the Services. Customer shall download and maintain a backup of any information or data that Customer requires to be subject to its own storage protocols, subject to the terms hereof.
a. AUTHORITY AND OBLIGATIONS OF CUSTOMER. Customer represents and warrants during the Service Term that: (i) any and all information Customer provides under this Agreement is true, accurate and complete; (ii) it is not engaged in any fraudulent, misleading or deceptive practices; (iii) it has full power and authority to enter into this Agreement; (iv) it has and will have, during the Service Term, all consents, approvals, licenses and permissions, necessary for Customer to perform all of its obligations hereunder and for Marchex to exercise all of its rights hereunder; (v) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; (vi) it shall use the Services (and any Data acquired in connection therewith) in full compliance with all applicable laws and regulations and rules of any governmental or regulatory body, and including those relating to advertising, privacy, marketing and telephone solicitation (for the avoidance of doubt, this shall include federal ”Do-Not-Call” rules); (vii) it shall obtain and maintain throughout the Term, the full right and authority (including by way of any consents or appropriate advance notifications as may be required under applicable law) for (a) any monitoring of calls that may be enabled as part of the Services; (b) the transfer of Personal Information to Marchex as contemplated hereunder; and (c) any other collection, use, transfer, disclosure or other processing by Marchex of such information for the purposes contemplated under this Agreement; and (viii) it has established proper procedures to protect the privacy of its customers’ Personal Information, and otherwise comply with all applicable laws with respect to the Data acquired by Customer hereunder.
b. AUTHORITY AND OBLIGATIONS OF MARCHEX. Marchex represents and warrants during the Service Term that: (i) it is not engaged in any fraudulent, misleading or deceptive practices; (ii) it has full power and authority to enter into this Agreement; (iii) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; (iv) it shall provide the Services in full compliance with all applicable laws and regulations and rules of any governmental or regulatory body, and including those relating to advertising, privacy, marketing and telephone solicitation (for the avoidance of doubt, this shall include federal ”Do-Not-Call” rules); and (v) it has established proper procedures to protect the privacy of its customers’ Personal Information, and otherwise comply with all applicable laws with respect to the Data stored or processed on behalf of Customer hereunder.
c. USE OF INFORMATION. To the extent required by applicable law and regulation for certain regulated financial and other entities in their use of consumer data, Customer represents and warrants that all consumer information received from Marchex will be used for marketing purposes only. By way of example and not limitation, consumer information will not be used, in whole or in part, for purposes of (i) establishing a consumer’s eligibility for credit or insurance or for employment purposes; or (ii) collecting, accessing, using, or disclosing personally identifiable health information, including without limitation Protected Health Information (”PHI”), as defined in 45 C.F. R. §160.103 under the Health Insurance Portability and Accountability Act of 1996.
DISCLAIMERS. MARCHEX DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, REGARDING THE LEVEL OR NUMBER OF IMPRESSIONS OF OR CALLS ON ANY ADVERTISEMENT OR PROMOTION, THE TIMING OR PLACEMENT OF DELIVERY OF SUCH IMPRESSIONS AND/OR CALLS, OR THE AMOUNT OF ANY REVENUE TO BE EARNED BY CUSTOMER UNDER THIS AGREEMENT. MARCHEX, ITS SUPPLIERS AND VENDORS SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND MAKE NO REPRESENTATIONS WITH RESPECT TO THE AVAILABILITY, QUALITY, ACCURACY, SECURITY, USEFULNESS, INTEROPERABILITY OR CONTENT OF ANY DATA THAT MAY BE PROVIDED TO OR OTHERWISE OBTAINED BY CUSTOMER IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER INCLUDING THIRD PARTY DATA AND CONSUMER DATA. EXCEPT AS EXPRESSLY PROVIDED HEREIN THE SERVICES (INCLUDING THE INTEGRATED MARCHEX NUMBERS) ARE PROVIDED ”AS IS” AND ”AS AVAILABLE” AND MARCHEX, ITS SUPPLIERS, AND VENDORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE AS WELL AS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. FURTHERMORE, MARCHEX, ITS SUPPLIERS, AND VENDORS DISCLAIM ALL WARRANTIES AND MAKE NO REPRESENTATIONS WITH RESPECT TO CUSTOMER’S PARTICULAR INTENDED USE OF ANY RECORDED CALL MESSAGE FUNCTIONALITY OR ANY OTHER CALL ANALYTICS SERVICES, WHICH SHALL BE SUBJECT TO PRIOR LEGAL AND REGULATORY REVIEW BY CUSTOMER IN CONNECTION WITH ITS INTENDED PURPOSES AND POTENTIAL USE BY CUSTOMER, AS SUCH MAY APPLY TO ITS JURISDICTION AND/OR INDUSTRY. MARCHEX MAY IN ITS SOLE DISCRETION REMOVE ANY DATA FROM ITS SERVERS AT ANY TIME FOR ANY REASON.
LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS HEREUNDER, NEITHER MARCHEX, ITS SUPPLIERS, AND VENDORS, ON THE ONE HAND, NOR CUSTOMER, ON THE OTHER HAND, SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY: (A) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; (C) FOR ANY MATTER BEYOND SUCH PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO MARCHEX FOR THE ADVERTISING SERVICES UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. NOTWITHSTANDING THE FOREGOING, ANY FAILURE OF CUSTOMER OR, IF APPLICABLE, ITS CLIENTS TO COMPLY WITH APPLICABLE LAW OR REGULATION SHALL NOT BE COVERED BY THE FOREGOING LIMITATION OF LIABILITY.
a. Each party (the ”Indemnifying Party”), at its own expense, shall indemnify, defend and hold harmless the other party (the ”Indemnified Party”) and the Indemnified Party’s affiliates, employees, representatives and agents from and against any claim, demand, action, investigation or other proceeding, including all damages, losses, liabilities, judgments, costs and expenses arising therefrom, brought by any third party against the Indemnified Party (collectively, an ”Claim”) to the extent that the Claim is based on, or arises out of an allegation that the Indemnifying Party’s performance hereunder violates any applicable law, rule or regulation (except that Customer shall be solely responsible for its use of any Services, including, if elected, Recorded Call Services, and for its use or disclosure of any information obtained through any Services) or infringes the rights of any third party, including intellectual property rights.
b. Customer at its own expense, shall indemnify, defend and hold harmless Marchex, its affiliates, suppliers, as well as their respective employees, representatives and agents from and against any Claim that arises from or in connection with: (i) Customer’s use of the Services including its use or disclosure of any information obtained through the Services; (ii) the Customer Data, the Ad Media, or Customer’s website including contents therein; (iii) Customer’s telemarketing or other marketing activities; and (iv) Customer’s breach of any term, condition, agreement, representation or warranty hereunder including Customer’s use of Recorded Call Services in violation of the applicable Supplemental Terms. Although Marchex has no obligation to monitor the content provided by Customer or through Customer’s use of the Services, Marchex may do so and may remove any such content or prohibit any use of the Services it believes may be (or is alleged to be) in violation of the Agreement.
TERM AND TERMINATION.
a. TERM. Subject to earlier termination as provided below, the effective term of this Agreement (the ”Service Term”) shall first be for the period specified in the Order Form, and shall be automatically renewed for additional periods of the same duration, unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term. If the Service Term is not expressly set forth in the Order, then the initial Service Term shall be one (1) year. Notwithstanding the foregoing, Marchex may terminate this Agreement at any time upon thirty (30) days’ prior written notice to Customer.
b. TERMINATION FOR CAUSE. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ prior written notice, if the other party breaches any of the terms or conditions of this Agreement (including Marchex’s right to terminate in the event of Customer’s failure to meet any Monthly Revenue Commitment amount set forth in the applicable Order), and such breach remains uncured at the end of such thirty (30) day period. In the event Customer makes an assignment for the benefit of creditors, has any petition under bankruptcy law filed against it; or has a trustee or receiver appointed for its business or assets or any part thereof, Marchex may immediately suspend its provision of Services hereunder or terminate this Agreement.
c. EFFECT OF TERMINATION. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Subject to the foregoing, upon termination hereof, at the request of the other party, each party shall return to the other party or destroy, and certify in writing as to such destruction, the other party’s Confidential Information. Upon any termination, unless otherwise limited or restricted by applicable law or regulation, Marchex may maintain archived Customer Data for at least thirty (30) days following termination of the Agreement, and, upon written request by Customer, will deliver such archived Customer Data to Customer in a mutually agreed upon format (at Customer’s expense). All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification, and limitations of liability.
MISCELLANEOUS. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The word ”include” or any variants thereof used herein shall be construed non-exclusively to mean ”including without limitation.” This Agreement is governed by Washington state law without regard to its conflict of laws rules. Customer and agent (if applicable) irrevocably submit to venue and personal jurisdiction in the federal and state courts in King County, Washington for any dispute arising out of or related to this Agreement, and waive all objections to jurisdiction or venue of such courts and agree not to commence nor prosecute any such dispute other than in such courts. The prevailing party is entitled to recover its costs, including reasonable attorneys’ fees, in any action or suit to enforce any right or remedy under this Agreement, or to interpret any provision of this Agreement. Customer shall not assign or otherwise dispose of this Agreement without Marchex’s prior written consent. This Agreement binds and inures to the benefit of the parties’ successors and lawful assigns. Any notice required or permitted by this Agreement shall be made in writing and will be deemed given as of the day the notice is received either by messenger, delivery service or certified mail, postage prepaid or sent (if via email) and such notice must be addressed (i) if to Marchex, to Marchex c/o Marchex, Inc., Attn: General Counsel, 520 Pike Street, Suite 2000, Seattle, WA 98101; (ii) if to Customer, to Customer at the email address stipulated on the corresponding IO. No waiver of a breach of any provision hereof shall be deemed a waiver of any succeeding breach of such provision. Customer may not make any public announcement relating to the relationship established by this Agreement without the prior written consent of Marchex. Marchex and/or its parent Company may make public announcements regarding the relationship established by this Agreement, which may include limited use of Customer marks or logos. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including acts of God, government, terrorism, natural disasters, labor conditions, power failures, third party connection or utilities outages, Internet disruption or latency, interruption or failure of ISP and carrier lines. This Agreement constitutes the entire and exclusive agreement between the parties with respect to the Services specified in the corresponding Order, superseding and replacing any other agreements, or terms and conditions applicable to such Services. However, Customer may enter into other agreements with Marchex relating to other services, which shall be governed by such other agreements. Customer has not relied upon any statements or promises in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g., an Order’s reference to other terms and conditions) are void. Marchex may modify these Terms and/or any Supplemental Terms by posting a revised version to its website. Customer’s continued participation in the Services following such changes signifies Customer’s acceptance of such modifications.
Effective February 5, 2016