Zillow.com EZ Ads Terms of Use

These Zillow.com EZ Ads Terms of Use ("EZ Ads Terms") govern the placement of advertisements on the EZ Ads platform of Zillow, Inc. ("Zillow.com") by the customer placing an EZ Ad order ("Advertiser"). When Advertiser places an EZ Ad order with Zillow.com, the parties thereby agree and acknowledge:

1. Policies. Advertiser shall use Zillow.com EZ Ads subject to the Zillow.com EZ Ads Content and Image Guidelines, the Zillow.com Privacy Policy and other policies and requirements published by Zillow.com from time to time (collectively, "Policies"). Zillow.com may modify the Policies at any time. Zillow.com reserves the right to refuse any advertisement, for any reason.

2. EZ Ads Program.

1. Advertiser Responsibilities. Advertiser is solely responsible for all: (i) all ad photos, information, URLs, and other content ("Ad Materials"), whether generated by or for Advertiser; and (ii) web sites, services and landing pages to which Ad Materials link or direct users, and advertised services and products (collectively "Advertiser Services"). Advertiser shall protect any Advertiser password(s) and takes full responsibility for any use of any Advertiser account(s). Advertiser represents and warrants that it is authorized to act on behalf of and has bound to this Agreement any third party for which Advertiser advertises.
2. Display. Zillow.com shall display EZ Ads including on the Ad Materials on www.zillow.com and other web sites on which Zillow.com displays EZ Ads (the "Zillow.com Sites"), for the number of impressions indicated in Advertiser's purchase. Zillow.com shall display the EZ Ads on pages for the ZIP codes designated by Advertiser, or on other pages on the Zillow.com Sites served to users who have visited pages for those ZIP codes. Zillow.com shall endeavor to serve the EZ Ads within the time frame predicted in Advertiser's purchase, but Zillow.com cannot guarantee inventory or delivery in any particular time period.
3. Review and Correction. Zillow.com may review all Ad Materials prior to or after publication. Zillow.com may send Advertiser an email notifying Advertiser to modify Ad Materials as posted, due to error or due to violation of these EZ Ads Terms, Policies, or the Terms of Use for the Zillow.com Sites. If Advertiser does not modify the Ad Materials to comply after notice from Zillow.com, Zillow.com will not be required to display the corresponding advertisement. Alternatively, Zillow.com has the right, but not the obligation, to modify the Ad Materials for format, spelling or other matters of presentation, or to comply with EZ Ads Terms, Policies, or the Terms of Use for the Zillow.com Sites. Advertiser grants Zillow.com permission to utilize an automated software program to retrieve and analyze websites associated with the Advertiser Services for ad quality and serving purposes.
4. All Impressions Counted. Zillow.com counts impressions for each EZ Ad based on every copy of the ad served. Advertiser understands that Zillow.com Site users, automated computers, third parties, and Zillow.com itself may generate impressions or clicks on Advertiser's ads for proper or improper purposes, and all impressions will be counted toward Advertiser's purchase. Zillow.com has priced the EZ Ads with this risk in mind, and Advertiser accepts this risk in making an EZ Ads purchase.
5. Changes to EZ Ads Terms. Zillow.com may change these EZ Ads Terms at any time without liability, and Advertiser's use of the EZ Ads program after notice of such changes constitutes Advertiser's acceptance of the new EZ Ads Terms.

3. Nonrefundable; Cancellation. All EZ Ads purchases are non-refundable. Advertiser may discontinue the publication of its EZ Ads advertising online through Advertiser's account. In the event Advertiser (under the preceding sentence) or Zillow.com (under Section 2(c) or otherwise) stops the display of Advertiser's EZ Ads, Advertiser is responsible to restart display, which may require a modification to the Ad Materials. Advertiser's purchase of EZ Ads impressions will expire two (2) years after the date of purchase. EZ Ads advertising terminated online will cease serving shortly after cancellation or suspension. Zillow.com reserves the right to terminate the EZ Ads program and/or these EZ Ads Terms at any time with notice. Sections 1, 2(a) and (d), 3, 4, 5, 6, 7, and 8 will survive any termination of this Agreement.

4. Prohibited Uses; License Grant; Representations and Warranties. Advertiser shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions for Advertisers own advertisements or any other advertisements on the Zillow.com Sites; (b) use any automated means of scraping or data extraction to collect Zillow.com advertising related information from any Zillow.com Site except as expressly permitted by Zillow.com; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice. Advertiser represents and warrants that it holds and hereby grants Zillow.com all rights (including any copyright, trademark, patent, publicity or other rights) in Ad Materials and Advertiser Services necessary for Zillow.com to operate the EZ Ads program (including any rights needed to use, reproduce, modify, distribute, perform, display, and create derivative works of Ad Materials) in connection with this Agreement ("Use"). Advertiser represents and warrants that (d) all Advertiser information is complete, correct and current; and (e) any Use hereunder, Ad Materials and Advertiser Services will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including intellectual property rights). Violation of the foregoing may result in immediate termination of this Agreement or Advertiser's account without notice, without limitation to any other remedies available to Zillow.com.

5. Disclaimer and Limitation of Liability. ZILLOW.COM PROVIDES THE EZ ADS PROGRAM "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH ADVERTISER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZILLOW.COM AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. ZILLOW.COM AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. Without limitation, Zillow.com disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) availability and delivery of any impressions, or Ad Materials on any Zillow.com Site or section thereof; (ii) click through rate; (iii) click throughs; (iv) conversions or other results for any ads; or (v) the adjacency or position of ads on the Zillow Site(s). EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND ADVERTISER'S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO ADVERTISER'S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO ZILLOW.COM BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM. 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 disaster, labor conditions and power failures.

6. Payment. Advertiser shall be responsible for all charges as specified via Advertiser's account, and shall pay all charges in U.S. Dollars. Charges are made against Advertiser's credit card at the time of purchase. In the event Advertiser fails to pay, unpaid amounts will bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less). Charges are exclusive of applicable taxes. Advertiser is responsible for paying (a) all taxes, government charges, and (b) reasonable expenses (including collection agency and attorneys fees) Zillow.com incurs collecting unpaid amounts. To the fullest extent permitted by law, Advertiser waives all claims relating to charges (including any claims for charges based on suspected invalid clicks) unless claimed within 60 days after the charge (without prejudice to Advertiser's credit card issuer rights). Charges are solely based on Zillow.com's measurements for the EZ Ads program. To the fullest extent permitted by law, refunds (if any) are at the sole discretion of Zillow.com. Nothing in these EZ Ads Terms may obligate Zillow.com to extend credit to any party. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to Zillow.com may be shared by Zillow.com with companies who work on Zillow.com's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Zillow.com and servicing Advertiser's account. Zillow.com may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Zillow.com shall not be liable for any use or disclosure of such information by such third parties.

7. Indemnification. Advertiser shall indemnify and defend Zillow.com, its suppliers, agents, affiliates, and licensors from any third party claim or liability arising out of Use, Ad Materials, Advertiser Services, and Advertiser's breach of the Agreement.

8. Miscellaneous. These Terms of Use are governed by the laws of the State of Washington, without giving effect to its conflict of laws provisions. Advertiser agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in King County, Washington for any and all disputes, claims and actions arising from or in connection with the EZ Ads program and/or these EZ Ads Terms of Use. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys' fees and expenses. The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Advertiser may grant approvals, permissions, extensions and consents by email, but any modifications by Advertiser to the Agreement must be made in a writing executed by both parties. Any notices to Zillow.com must be sent to Zillow.com Inc., EZ Ads, 999 Third Ave., Suite 4600, Seattle, WA 98104, with a copy to Legal Department, via registered mail with return receipt or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Advertiser may not assign any of its rights hereunder and any such attempt is void. Zillow.com and Advertiser are independent contractors, not legal partners or agents. In the event that these EZ Ads Terms or the EZ Ads program is terminated, Zillow.com shall not be obligated to return any materials to Advertiser. Notice to Advertiser may be effected by sending an email to the email address specified in Advertiser's account, or by posting a message to Advertiser's account interface, and is deemed received when sent (for email) or no more than 15 days after having been posted.

— Updated April 2007