Terms Of Use

You should review these terms of use ("Terms of Use") carefully prior to using our website. By using our website, you agree to be bound by the provisions contained in these Terms of Use. We may amend these Terms of Use from time to time without notice to you, and you agree to be bound by any such amendments. Therefore, you should review these Terms of Use each time you use our website. If these Terms of Use or any amendments are unacceptable, you must discontinue your use of our website immediately. As used in these Terms of Use, "we" and "our" refer to MIVA, Inc. and its subsidiaries. References to "our website" includes, where applicable, any content, products, and services contained on our website.

General

We reserve the right to modify, suspend, or discontinue our website at any time for any or no reason with or without notice to you.

You shall not use or attempt to use our website for any improper or unlawful purpose including, without limitation, to violate any of our policies, procedures, or requirements, or to interfere with, disrupt, or breach the security of our website or any of our servers or networks. You are responsible for ensuring that your use of our website does not violate any applicable local, state, federal, international or other law, rule, or regulation including, without limitation, those of the U.S. Securities and Exchange Commission, any national or international stock exchange, and any law regarding the transmission of technical data exported from the United States of America or any other country.

Our Services

If you want to distribute our search results: We make our search results and related services available for distribution by any party who has signed a partner agreement with us. The partner agreement regulates how we supply our services and also the behavior of the party to whom we supply our services. Importantly, the partner agreement sets out how the party receiving our service can make money from its display of the results of our services. Other than as may be permitted by applicable law, you may not for any reason whatsoever:

• intercept, save and/or cache, distribute, or reproduce the search results or related services delivered by our website (which represents proprietary information), whether reformatted or not, for any purpose, except to the extent permitted by a valid partner agreement; or
• use any searchbox or link to our services or the results of our services for any malicious or immoral purpose, or any other purpose in violation of these Terms of Use; or
• send automated queries to our systems.

This means for example that, without limitation, you are prohibited to "meta-search" or mirror our website or results of our services. You also agree not to use "Bots" or "Spiders" or any other type of device including, without limitation, any program, software, system or method, whether electronic or otherwise, that executes searches on our website.

If you would like to discuss the procedure for entering into a partner agreement with us - please call us on +44 (0)20 7943 5500 or send an email to bizdev.uk@miva.com and we will be happy to speak with you about this.

Privacy Policy

You should review our privacy statement before using our website.

Security

You may receive a username and a password for your use of certain parts of our website. It is your responsibility to maintain the confidentiality of your username and password. You must contact us immediately if you become aware of any unauthorized use of your account or breach in the confidentiality of your username and/or password. You are responsible for all use, including unauthorized use, of our website through your designated username and password. In no event shall we be liable for any loss or damage resulting from or relating to the requirements of this Section.

Ownership

All materials contained on our website including but not limited to text, images, and graphics are protected under applicable laws relating to intellectual property rights, such as copyright, patent, and trademark laws. No part of our website may be reproduced, copied, modified, republished, or transmitted in any manner by any means without our written permission. You shall not modify our website or sell, lease, loan, distribute or create any derivative works from it.

Links

MIVA, Inc. and its subsidiaries offer performance marketing resources which, by their nature, contain links to third-party sites on the Internet. We assume no responsibility for your decision to utilize any such links, or for the accuracy or usefulness of any materials contained on any such sites. All sites mentioned within search results or linked to by those results are developed by persons independent of us. All such sites (and the results themselves) are not screened by us and so may contain material that is inappropriate, illegal, offensive or otherwise objectionable in some way. You assume all risks, direct and indirect, for following links from our website, either in search results, banner advertisements, or other third-party links.

No License

Except as set out in any agreement we have with you, nothing contained on our website confers any license, right, title, or interest in or to our intellectual property or any third-party's intellectual property (including but not limited to patents, copyrights and trademarks) in any form by implication, estoppel, or otherwise.

Trademarks

"MIVA," "MIVA Means Business," "MIVA Central," "MIVA Media," "MIVA Merchant," "Performance Marketing," "BidOptimizer," "BusinessBuilder," "AutoReplenish," "Cruise Control," "Auto Bid," "AdAnalyzer," "AdRevenue," "AdRevenue Xpress," "PPC2," "Intellimap," "TrafficBuilder," the MIVA growth symbol, and the MIVA logo type are trademarks of MIVA, Inc.

Infringement

We respect the intellectual property rights of others. In compliance with 17 U.S.C. § 512, if you believe any link to a third-party site found within our website infringes your intellectual property rights, please contact us (in writing, including your name, address, and telephone number, and providing a description and the location of the alleged infringing material) at the address stated at the end of these Terms of Use so that we may review any alleged infringement.

Indemnification

You agree to indemnify, defend, and hold us and our directors, officers, employees, agents, contractors, affiliates, subsidiaries, successors and assigns harmless from any and all third-party losses, claims, demands, liabilities, damages, costs or expenses of any kind or nature (including but not limited to reasonable attorneys' fees and costs of litigation) resulting from your use of our website.

NO WARRANTIES

OUR WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT ANY WARRANTIES OF ANY KIND. WE EXPRESSLY DISCLAIM ANY WARRANTIES OF ANY TYPE WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; NON-INFRINGEMENT; ANY IMPLIED WARRANTY RELATING TO COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; ANY WARRANTY THAT ACCESS TO OUR WEBSITE WILL BE UNINTERRUPTED, RELIABLE, SECURE, OR ERROR-FREE; AND ANY WARRANTY REGARDING THE SUITABILITY AND QUALITY OF OUR WEBSITE FOR YOUR PURPOSES OR EXPECTATIONS.

LIMITATION OF LIABILITY

IN NO EVENT SHALL WE NOR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY CLAIM FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), OR FOR DAMAGE TO YOUR COMPUTER (INCLUDING BUT NOT LIMITED TO HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION OR MATERIAL ON THE INTERNET), LOSS OF DATA, REVENUE, OR CUSTOMER GOODWILL, OR FOR FAILURE TO STORE, MISDELIVERY OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL DISPLAYED, OR ANY CLAIM IN CONTRACT OR TORT (WHETHER OR NOT ARISING IN WHOLE OR PART OUT OF OUR ACT, OMISSION, FAULT, NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THE USE OF OUR WEBSITE, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR WE HAVE BEEN ADVISED OF OR HAVE CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, CERTAIN PARTS OF THE FOREGOING PARAGRAPH OF THIS SECTION MAY NOT APPLY TO YOU.

FURTHERMORE, IN NO EVENT SHALL WE NOR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE RESPONSIBLE OR LIABLE FOR THE CONTENT, COMPLETENESS, ACCURACY OR LEGALITY OF INFORMATION OR MATERIAL DISPLAYED IN CONNECTION WITH OR ARISING OUT OF OUR WEBSITE NOR ANY CESSATION, INTERRUPTION OR DELAY IN THE PERFORMANCE OF OUR WEBSITE FOR ANY REASON INCLUDING, WITHOUT LIMITATION, CAUSES BEYOND OUR REASONABLE CONTROL SUCH AS EARTHQUAKE, FLOOD, FIRE, STORM OR OTHER NATURAL DISASTER, ACT OF GOD, LABOR CONTROVERSY OR THREAT THEREOF, CIVIL DISTURBANCE OR COMMOTION, ACT OF TERRORISM, DISRUPTION OF THE PUBLIC MARKETS, WAR OR ARMED CONFLICT OR THE INABILITY TO OBTAIN SUFFICIENT MATERIAL, SUPPLIES, LABOR, TRANSPORTATION, POWER OR OTHER ESSENTIAL COMMODITY OR SERVICE REQUIRED IN THE CONDUCT OF BUSINESS INCLUDING INTERNET ACCESS, OR ANY CHANGE IN OR THE ADOPTION OF ANY LAW, ORDINANCE, RULE, REGULATION, ORDER, JUDGMENT OR DECREE.

Third-Party Beneficiaries

Except as may be specifically set forth in these Terms of Use, there are no third-party beneficiaries to these Terms of Use.

Partial Invalidity

If any provision of these Terms of Use for any reason shall be declared void, illegal, invalid, or unenforceable in whole or in part, such provision will be severable from all other provisions herein and will not affect or impair the validity or enforceability of any other provision of this Agreement; provided, however, that a court having jurisdiction may revise such provision to the extent necessary to make such provision valid and enforceable.

Waiver

Any waiver of any provision of these Terms of Use will be effective only if in a writing signed by us. The failure by us to enforce any provision of these Terms of Use will not be deemed a waiver of such provision or any other provision.

Governing Law and Consent to Jurisdiction

The laws of the state of Delaware, U.S.A. govern all matters arising out of these Terms of Use, without giving effect to any conflicts or choice of laws principles that would require the application of the laws of a different jurisdiction. Any dispute or claim arising out of or in relation to these Terms of Use, or the interpretation, making, performance, breach or termination thereof, will be finally settled by the courts of the state of Delaware, U.S.A. and of any federal court located in the state of Delaware, U.S.A.

Entire Agreement

These Terms of Use along with any other notices, policies, procedures, agreements, and terms and conditions on our website and/or concluded with you offline contain the entire understanding with respect to your use of our website and our relationship with you and supersede all prior understandings and agreements, whether written or oral, and all prior dealings.

Contact

If you have any questions regarding these Terms of Use, the practices of our Web site, or your dealings with our Web site, you may contact us at the following address:

Attn: Legal Department
legalmail@miva.com

MIVA, Inc.
5220 Summerlin Commons Boulevard
Suite 500
Fort Myers, FL 33907
USA

or

MIVA (UK) Ltd
First Floor
Euston Xchange
194 Euston Road
London
NW1 2DA