SearchNom Services Terms and Conditions
Effective as of January 1, 2020
Contact Customer Service at 404-491-9905 for Terms in effect prior to this date.
The Advertising Agreement (the “Agreement”) between SearchNom, LLC (“SearchNom” or “we”) and the owner of certain rental properties (“Owner”, “Advertiser”or “you”) consists of any Insertion Orders executed by SearchNom and Advertiser together with these Terms and Conditions. This Agreement may be entered into on behalf of Owner by a third-party acting as Owner’s duly authorized agent (“Agent”) and in such event this Agreement shall be binding upon Owner, regardless of whether Owner is specifically identified herein.
- Services.In accordance with the terms of this Agreement, SearchNom will provide to Advertiser the advertising products and services identified on an Insertion Order (the “Services”). Such Services may include, without limitation, the publication and display on HomeImprovementMarketingco.com, HomeRenovationAgency.com, MarketingHomeImprovement.com, MediaBuyerCo.com and/or other websites or mobile applications (collectively, the “Sites”) of an advertisement or listing (a “Listing”) containing information with respect to one or more home improvement and/or additional services relating to the marketing of such properties (each a “Property”). SearchNom reserves the right, for any reason and at any time, to modify (with Advertiser’s approval), reject, cancel or remove a Listing from the Sites (but you will only be charged for the time that your Listing is live on the Sites). During the term of the Agreement, SearchNom may, in its sole discretion, distribute the Listing for display on affiliated or third-party advertising websites subject to the terms hereof. SearchNom does not tolerate discriminatory advertisements; if SearchNom determined, in its sole and absolute discretion, that any element of a Listing is potentially discriminatory content, the Listing will be removed immediately.
- Advertiser Content.“Advertiser Content” means any text, graphics, data, images, video and/or photographs that are provided by or on behalf of, or made accessible by, Advertiser to SearchNom. Advertiser hereby authorizes SearchNom to access and copy information from websites operated by Owner, its Agent or a Property in order to create a Listing or otherwise Fulfill (as defined herein) the Services and such information shall be considered “Advertiser Content” hereunder. Advertiser hereby grants SearchNom a non-exclusive, royalty-free, perpetual, irrevocable and sublicensable right and license to copy, display, distribute, create derivative works from, store and otherwise use the Advertiser Content in connection with any SearchNom products and services.
- Confidentiality and User Data.Advertiser and any agent acting on behalf of Advertiser hereby agree not to disclose to any third party or use for any purpose not specifically contemplated herein (i) any User Data (as defined below) or (ii) any non-public business, technical or other information relating to or provided by SearchNom, specifically including the terms of this Agreement (including pricing). Advertiser agrees (i) to use User Data solely to fulfill user requests and to provide customer service to the user and (ii) to protect and use User Data in compliance with all federal, state and local laws and regulations, including the Do-Not-Call provisions of the Telemarketing Sales Rule, the CAN-SPAM Act and the Telephone Consumer Protection Act. “User Data” means any personal information relating to a user of or visitor to the Sites (including, but not limited to, first name, last name, address, phone number, email address and/or financial information) that is received by Advertiser through SearchNom’s provision of the Services, including, without limitation, the contact information of potential prospects provided in the form of “leads.”
- Advertiser’s Representations, Warranties and Indemnity.Advertiser is solely liable for all Advertiser Content and the acts or omissions of any third-party acting on behalf of Advertiser in connection with the use, access or fulfillment of the Services provided by SearchNom. Advertiser represents and warrants to SearchNom that (a) the Advertiser Content is true and accurate, is not libelous or defamatory, does not violate any rights of privacy, infringe any trademark, copyright, literary or other rights, or constitute unfair competition with any other party, and complies with all federal, state and local laws and regulations, including fair housing laws and regulations; (b) Advertiser has and will maintain all necessary rights, authorizations and licenses that are required for it to provide Advertiser Content under this Agreement; and (c) the delivery of any Advertiser Content by Advertiser to SearchNom is free from any virus, worm, Trojan horse or other similar defects. Advertiser agrees to indemnify, defend and hold harmless SearchNom, its affiliates, and their respective employees, agents, officers and directors, from and against any and all claims, liabilities, judgments, damages, costs, losses and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of third-party claims related to (i) the Advertiser Content or the Listing, except to the extent arising out of modifications to the Advertiser Content made by SearchNom without Advertiser’s consent, (ii) Advertiser’s use of User Data in violation of this Agreement, and (iii) the acts or omissions of any third-party acting on behalf of Advertiser in connection with the products and services provided hereunder.
- Listings and Packages. SearchNom reserves the right to change, in its sole discretion, the characteristics, functionality or features of its products or services or the components of its packages. SearchNom does not guarantee any particular sort order or ranking of a Listing in search results on the Sites and may from time to time alter its search algorithm or introduce new products or services in a manner that causes a change in the location or sequence of a Listing within search results. SearchNom may, in its sole discretion, upgrade Advertiser’s Listing free of charge and without notice, and revert back to the originally contracted Listing package without notice. During the Term, if any product or service provided by SearchNom under this Agreement is discontinued, replaced or no longer offered, this Agreement shall remain in full force and effect; provided, that SearchNom shall either (i) replace such product and/or service with one of comparable value, or (ii) deduct from the Advertiser’s monthly invoice(s) for the period remaining under this Agreement the incremental cost of such product and/or service, as reflected on the applicable market rate card then in effect. Advertising packages or other services may include additional products, services or business tools which are subject to specific additional terms and conditions, which are found here, and which are incorporated by reference and made a part of this Agreement.
- Billing; Sales Tax. Except as otherwise expressly provided herein, all charges for Services on an Insertion Order shall be assessed upon commencement of Fulfillment (defined below) of such Services. Advertiser will be billed monthly under this Agreement and amounts are due upon receipt. Changes in services, products or packages during a given month may result in Advertiser receiving more than one bill for that month to reflect updates in subscribed Services. If payment is not received by SearchNom within 30 days of the bill date, (i) such past due amount will bear interest at the lesser of 1.5% per month or the maximum rate allowed by law; and (ii) SearchNom may, in its sole discretion, suspend (pending payment) or terminate Advertiser’s advertising and all advertising charges will become immediately due and payable, in addition to other remedies provided for herein. Claims for billing errors must be made in writing within five business days after your receipt of a bill. Advertiser agrees to pay all costs of collection of past due amounts (including reasonable attorneys’ fees and costs). Some of our products and services (whether standalone or components of advertising packages) may be considered “business tools” and as such may be subject to sales tax in certain jurisdictions. We will separately identify on your bill the amount of the subscription price attributable to those tools and any applicable tax. To the extent these charges are taxable in Advertiser’s jurisdiction, and SearchNom is authorized by applicable law to do so, SearchNom will collect and remit applicable tax, as further described below.
- Term; Termination. Services provided under this Agreement will either be for a “fixed” or “flexible” term (the “Term”). The Term shall commence on the date SearchNom receives the signed Insertion Order from Advertiser. Services subject to a Fixed Term will run for the number of months indicated on the Insertion Order, and may not be terminated prior to the end of the Term. Services subject to a Flexible Term may be terminated prior to the end of the Term by providing SearchNom with 30 days prior written notice (as set forth below), which may be provided only after Advertiser has paid for at least three months of the applicable Service. Fixed Term and Flexible Term Services (excluding certain limited-inventory products purchased hereunder) shall continue automatically on a month-to-month basis at the end of the Term at the monthly rates set forth on the rate card for the relevant market as such rates may vary from time to time (and which may be in excess of the rate set forth on this Agreement). If your Insertion Order includes a promotional Service, the Term may be subject to Special Promotion Terms found here. Notices of termination will not be effective unless they are delivered to SearchNom by Advertiser at cancellations@SearchNom.com.
- Change in Agent or Owner.In the event of either (a) the sale of a Property to a new owner or (b) any change in Owner’s designated Agent, this Agreement will remain in effect and Advertiser shall promptly notify SearchNom of such event by emailing notifications@SearchNom.com.
- Fulfillment.“Fulfillment” means, with respect to the Services, those actions reasonably necessary for or in furtherance of provisioning, design, display, publishing, distribution or otherwise providing the Services in an Insertion Order. These processes will be coordinated by SearchNom’s customer service department and include, without limitation, collecting and compiling Advertiser Content for a Listing, scheduling photo shoots, producing videos, enhancing website content and collecting contact data and facilitating surveys necessary to prepare ratings and reviews when deemed relevant by SearchNom. The timing of completion of Fulfillment will vary depending on the Service. Unless specifically agreed otherwise, SearchNom will publish the Listing or otherwise launch a product, service or business tool upon completion of Fulfillment and will immediately notify the Advertiser of such deployment. Unless Advertiser notifies SearchNom within three business days of such notification that it objects to such product as launched, Advertiser is deemed to approve such product. Certain Services may require different or additional Fulfillment time, the schedule for which will be set forth in the product-specific terms and conditions contained herein or as may be otherwise conveyed to Advertiser. If Advertiser fails to take the actions necessary to facilitate or complete Fulfillment of a Service, SearchNom may cancel that Service prior to the end of the Term.
- Taxes. Advertiser is liable for any sales, use, excise, value-added, services, consumption or other tax that is assessed on the receipt or provision of the Services as a whole, or on any particular service or products, such as business tools. Unless Advertiser provides SearchNom an exemption certificate issued by the appropriate taxing authority or agency, SearchNom will reflect such tax liability on your bill and will collect and remit such tax on your behalf.
- DISCLAIMER; LIMITATION OF LIABILITY.EXCEPT AS EXPRESSLY SET FORTH HEREIN, SEARCHNOM MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES TO ADVERTISER OF ANY KIND, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR OTHER WARRANTIES ARISING BY USAGE OF TRADE OR COURSE OF DEALING) REGARDING THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF THE PRODUCTS OR SERVICES PURCHASED OR ANY WEBSITES OR URLS OWNED OR CONTROLLED BY SEARCHNOM OR ITS AFFILIATES HEREUNDER. SEARCHNOM DOES NOT GUARANTEE ANY PARTICULAR SORT ORDER OR RANKING OF A LISTING IN SEARCH RESULTS.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL SEARCHNOM’S LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID TO SEARCHNOM PURSUANT TO THIS AGREEMENT DURING THE SHORTER OF THE TERM DEFINED ON THE INSERTION ORDER (EXCLUDING ANY RENEWAL OR MONTH-TO-MONTH TERM) OR THE PRIOR TWELVE MONTH PERIOD. SEARCHNOM MAKES NO REPRESENTATION OR WARRANTY REGARDING FEATURES OR SERVICES PROVIDED BY THIRD PARTIES. SearchNom shall have no liability whatsoever for any failure to provide the Services due to systems or technological failure or malfunction, or any other circumstances outside of SearchNom’s control. SearchNom shall not be responsible for any unauthorized use of the Advertiser Content by third parties, including without limitation, unauthorized reproduction and/or tampering by network “hackers.”
- Miscellaneous.This Agreement (including these Terms and Conditions and an Insertion Order) reflects the full understanding and agreement of the parties and supersedes all prior understandings, agreements and representations, written or oral, with respect to the subject matter of this Agreement, with the exception of any Special Promotion Terms or addenda, which shall remain in effect unless expressly amended. The representations, warranties, covenants, applicable licenses and indemnities contained in this Agreement shall survive the termination or cancellation of this Agreement. This Agreement shall be governed by the laws of the State of Georgia, without regard to its conflict of laws provisions. Any cause of action arising under this Agreement shall be adjudicated in Atlanta, Georgia, and the parties hereby submit to the jurisdiction of the State or Superior courts of Fulton County, Georgia or the Federal District Court for the Northern District of Georgia. This Agreement may be executed in any number of counterparts, and delivered by facsimile or electronic signature, all of which taken together shall constitute one and the same instrument.
The following additional terms apply to Searchnom Search, Searchnom Social, Searchnom Display, Searchnom Search & Social, and other related products (collectively, the “Search & Social Product”):
- Advertiser may authorize Searchnom to (a) manage the display ad, search engine and/or social marketing programs for certain of Advertiser’s Properties and corresponding websites (“Marketed Content”), including but not limited to, identifying the target audience, creating new campaigns, adding and deleting campaigns, identifying search terms, managing bid price and amounts, as well as creating and managing ad copy, and (b) maintain the relationships with and make payments on Advertiser’s behalf to the relevant search engines, directories and/or social platforms. Advertiser may not separately maintain the same display ad, search engine marketing and/or social marketing programs (e.g., Google and Facebook) for any Marketed Content already subject to an Insertion Order for the Search & Social Product.
- Advertiser Acknowledgments and Responsibilities. Advertiser shall maintain its websites in good working order and consistent with industry standards. The Marketed Content is considered Advertiser Content. Advertiser will cooperate with Searchnom’s efforts to: (i) improve the tracking and reporting of relevant information including, but not limited to, the number of clicks and sales conversion data and/or purchases made or registrations submitted by consumers, and (ii) implement and test the technology applications used to link the Marketed Content to display partners, search partners and/or social marketing programs. Advertiser will ensure that it does not interrupt navigation back to the originating search partner web page (e.g., Google), whether through a particular pointer or link, the “back” button on an internet browser, the closing of an active window, or any other return mechanism. In order to use the Search & Social Product, Searchnom shall provide Advertiser with clear pixels (the “Image Tags”) to allow for tracking by Searchnom, and Advertiser will include such Image Tags on its Marketed Content. Advertiser will not take any action with respect to the Image Tags that would interfere with Searchnom’s ability to provide the Search & Social Product and will provide advance notice to Searchnom of any action that could reasonably be expected to have such an effect. Advertiser shall provide Searchnom with reasonable sales and marketing information applicable to the Search & Social Product that may become available from time to time in order to assist Searchnom in establishing relationships with search partners and social platforms. Advertiser is responsible for ensuring diversity across its advertising campaigns as well as compliance with all laws (including, but not limited to, fair housing laws and regulations). Advertiser is responsible for any display ad, search engine marketing and/or social marketing programs it operates outside of the Search & Social Product.
- Monthly Budget Changes. Notwithstanding anything to the contrary in this Agreement, Advertiser may increase the Monthly Total for a Search & Social Product (as set forth in the Insertion Order) via an email request or other form of electronic request sent to Searchnom. Searchnom has thirty (30) days to implement any requested budget increases, but, unless contrary to Advertiser’s written request, it may do so sooner.
- Image Tags Required. Advertiser acknowledges that the Search & Social Product will be Fulfilled when the Image Tags are included on the Marketed Content and other requested information is provided to Searchnom.