1.1 For purposes of this Agreement, “Pix Services” means a service whereby (i) Client provides Pix with current information regarding its products, such as its wine inventory / availability, ratings, reviews and editorial content, wine prices (including specials) and estimated delivery times (collectively, “Product Information”), (ii) end users / wine consumers (each a “Wine Purchaser”) use Pix’s search engine to search for wine to purchase, and (iii) Pix provides to the Wine Purchaser the search results together with links to the websites of the wineries or retailers that comprise the results of the search, which might be Client and its website. Client understands that by providing Pix more complete Product Information, Client’s listing of such product will be more likely to appear when a Wine Purchaser searches using a related word or phrase, and that search results generated without the use of purchased keywords is free of charge to Client. Client may also, however, purchase keywords through Pix’s keyword auction system, in which case only those links that are generated as a result of wine search keywords purchased by Client and subsequently clicked by Wine Purchasers will be fee-bearing. Client acknowledges and agrees that link results generated through purchased keywords will be clearly marked as “Sponsored” or something similar. Client acknowledges that it is Pix’s goal to provide results that are as relevant and as accurate as possible in response to each Wine Purchaser’s search on the Pix system and, as such, all information that Client believes is important to reach this goal should be provided by Client to Pix. For more information regarding Product Information and how to provide it to the Pix system, see the Pix website for guidance.
1.2 Client’s access to the Pix Services is through the Internet and solely for Client’s internal use. The software underlying the Pix Services will be hosted on a server under control or direction of Pix. The Pix Services are subject to modification from time to time at Pix’s sole discretion, for any purpose deemed appropriate by Pix. Pix will use reasonable efforts to give Client prior written notice of any material modification.
1.3 Pix will use commercially reasonable efforts to make the Pix Services available 99.5% of the time, provided however that Client acknowledges and agrees that unavailability of the Pix Services shall not be counted against the 99.5% uptime objective for (i) scheduled or emergency maintenance, (ii) Force Majeure Events or (iii) Pix’s suspension of Client’s access to the Pix Services in the event Client is in breach of this Agreement, including without limitation failure to pay any amounts due to Pix.
1.4 Subject to the terms and conditions hereof, Pix will provide reasonable support to Client for the Pix Services.
1.5 Client will not, and will not request or authorize any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the System or any software, documentation or data related to the Pix Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate or create derivative works based on the System or Pix Services; use the Pix Services or System for timesharing or service bureau purposes; use the Pix Services or System other than in accordance with this Agreement; use the Pix Services or System other than in full compliance with all applicable national, federal, state, provincial and local statutes, laws, ordinances, rules and regulations, including but not limited to those regarding the minimum purchase age for alcohol, the minimum age to receive delivery of alcohol, the manufacture, marketing, distribution and/or sale of alcohol, privacy, data security, intellectual property, consumer and child protection, obscenity and defamation (collectively, “Applicable Laws”); except as expressly permitted by the functionalities of the Pix Services, run or use any processes that run or are activated while Client is not logged on to the Pix Services or that “crawl,” “scrape,” or “spider” the Pix Services; or use the Pix Services or System in any manner that (i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (ii) impersonates any person or entity, including without limitation any employee or representative of Pix, or (iii) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).