BlackRefer.com Advertising - Terms and Conditions

Introduction:
This Agreement between you and BlackRefer.com consists of these Terms and Conditions. "You" or "Advertiser" means the entity identified in this enrollment form, and/or any agency acting on its behalf, which shall also be bound by the terms of this Agreement. Please read very carefully these Terms and Conditions. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS, DO NOT COMPLETE THE REGISTRATION PROCESS.


Receipt of email confirmation of an order will be considered as acceptance of terms & conditions of the contract. BlackRefer.com reserves the right to reject, remove or cancel any advertising, whether it's a free link placement or paid link, space reservation or position commitment at any time and for any reason in its sole discretion.

Parties' Responsibilities:
1a) You are responsible for your own site and/or service advertised on BlackRefer.com. You are solely responsible for the advertising image, advertising text and for the content of your ads, including URL links. BlackRefer.com is not responsible for anything regarding your website(s) including, but not limited to, maintenance of your website(s), order entry, customer service, payment processing, shipping, cancellations or returns.

1b) BlackRefer.com shall publish the advertising content on the website in accordance with the terms of this Agreement.

1c) BlackRefer.com shall use reasonable endeavours to ensure that the website is operational at all times during the term.

1d) BlackRefer.com is entitled to take down the website (or any part thereof) at any time and for any reasonable period in order to carry out or arrange the carrying out of necessary maintenance and support services or for any other reasonable cause.

1e) BlackRefer.com is not liable for delays in delivery and/or non-delivery in the event of any situation beyond the control of the online publisher.

1f) BlackRefer.com will not be obliged to keep the website (or any part thereof) up and running on a 24 hour 7 day (or any other) basis.

1g) If the website is not operational or accessible then BlackRefer.com shall:
1ga) Take steps to notify advertiser if the down period is likely to be longer than 2 (two) business days
1gb) Use reasonable endeavours to restore the website and user access to the website.
1gc) If any operation or access failure continues for a period in excess of 3 (three) business days then BlackRefer.com shall inform the advertiser by email of a extention on it's expiration date.

1i) BlackRefer.com reserves the right to change the terms, conditions, and notices from time to time. You are responsible for regularly reviewing these terms and conditions.


Ad Placement/Reporting:
2a) All contents of advertisements are subject to BlackRefer.com's approval. BlackRefer.com reserves the right to reject or cancel any advertisement, space reservation or position commitment at any time, or remove any advertisement from any website page controlled by BlackRefer.com, or reject any URL link embodied within any advertisement.

2b) BlackRefer.com agrees to place specified ad on behalf of advertiser, which will continue to be placed for the term of this agreement.

2c) Positioning of advertisements is at the sole discretion of BlackRefer.com except where a request for a specific preferred position is acknowledged by BlackRefer.com in writing. Material must be received by the agreed date, otherwise position may be lost, reduced or, in the case of directory listings or fixed position advertisements, the insertion term may be reduced.

2d) BlackRefer.com may create an advertisement on behalf of the advertiser if material is not received by the agreed deadline.

2e) BlackRefer.com reserves the right to re-design parts of or the entire website and to re-position advertising and sponsorship accordingly without prior notice.

2f) BlackRefer.com will notify the advertiser by email that their advertisement has been added to the website.

2g) The agreed duration will begin from notification by BlackRefer.com.

2h) The advertiser must notify BlackRefer.com as soon as is reasonable by email of any inaccuracy or changes that need to be made.


Ad Rates/Billing
3a) Purchased advertising will be pre-billed for all campaigns.

3b) BlackRefer.com may change its pricing at any time without prior notice.


Consumer Data
4a) Advertiser guarantees that data regarding consumers gained by this campaign will be only used for legal purposes and advertiser will indemnify, defend and hold harmless BlackRefer.com from any and all losses, liabilities, claims, obligations, costs, expenses (including without limitation reasonable attorney's fees) which result from any claim of damages brought or sought against BlackRefer.com that alleges consumer data gained by this campaign was used for any purpose in violation of any applicable laws. The indemnity obligations of this paragraph are contingent on BlackRefer.com giving prompt written notice of any such claim. BlackRefer.com will have sole control over the litigation or settlement of such claim. The provisions of this Paragraph 3a shall survive the termination of this agreement.


Warranties and Representations
5a) BlackRefer.com makes no guarantees or representations as to the level of sales or purchases that Advertiser can expect from the clicks generated by advertising with BlackRefer.com. BlackRefer.com may offer the same target to more than one advertiser. You may not receive exclusivity unless special private contract between BlackRefer.com and you have been agreed upon.

5b) Advertiser agrees it has the right to publish the contents of the advertisement, without infringement of any rights of any third party including, without limitation, intellectual property rights.

5c) Advertiser agrees it has complied with the codes of practice issued by the Advertising Standards Authority in respect of electronic and on-line advertising and all other relevant industry codes of practice.

5d) Advertiser agrees it will be fully responsible for the terms (including, without limitation, product description, price and compliance with all applicable laws and regulations) of any contract for the sale of goods or services to customers who have seen the advert displayed by the online publisher.

Indemnification by Advertiser
6a) The advertiser agrees to indemnify BlackRefer.com forthwith on demand and hold BlackRefer.com harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by BlackRefer.com in connection with any claims, actual or threatened, of any kind (including, without limitation, breach of contract, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or misleading advertising or sales practices) arising from the advertisement and/or any material of the advertiser to which users can link through the advertisement and any other contract entered into for the purchase of the advertised goods or services.

6b) The provisions of Paragraph 5a shall survive the termination of this Agreement.


General
7a) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral and written agreements, understandings, commitments, and practices, whether or not fully performed by the parties before the date of this Agreement. No oral modification, express or implied, may alter or vary the terms of this Agreement. No amendments of this Agreement may be made except by a writing signed by both parties.

7b) If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, both parties shall continue to be bound under the remaining provisions of the Agreement, if the purpose and intent of the Parties can be carried out under the remaining provisions of the Agreement. If any provision is held to be illegal, invalid, or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

7c) This Agreement shall be binding upon and to the benefit of the parties hereto and their respective successors and assigns. Advertiser may not assign this agreement or any rights or obligations hereunder without BlackRefer.com prior written consent, which consent will not be unreasonably withheld.


Term & Termination of Agreement
8a) The initial term of this Agreement and these Terms will commence on the date that You receive notification from BlackRefer.com that your advertising plan has been implemented on BlackRefer.com's website. You have the power and authority to enter into and perform under these Terms. If these Terms or any future changes are unacceptable to You, Your sole remedy is to cancel Your Service.

8b) If termination is due to BlackRefer.comís default the advertiser shall promptly pay to BlackRefer.com all outstanding payments due to it and any licences granted under this Agreement will terminate.

8c) Any termination of this Agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect their coming into force.

8d) You may cancel Your service and terminate these Terms at any time. If You cancel the service before the end of your term, Your service will be discontinued immediately, and no refund will be provided for any payments You have made. After cancellation and/or expiration of this Agreement, all information contained therein may be deleted by BlackRefer.com.


Notices
9a) By placing advertising with BlackRefer.com, advertiser and agency agree to be bound by these terms and conditions. These terms and conditions shall be governed by and construed in accordance with the substantive laws of the state of California. Any civil action or proceeding arising out of or related to this contract shall be brought in the courts of record of the state of California in Solano County or the U.S. District Court of California. Advertiser and agency each consent to the jurisdiction of such courts and waive any objection to the laying of venue of any such civil action or proceeding in such courts. The parties hereto expressly intend the provisions of this Agreement to confer a benefit upon and be enforceable by, as third-party beneficiaries of this Agreement, the third persons referred to in, or intended to be benefited by, such provisions. No failure or delay by BlackRefer.com in exercising any of its rights, powers or privileges hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof.


Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BLACKREFER.COM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS), WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF BLACKREFER.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, BLACKREFER.COM MAXIMUM CUMULATIVE LIABILITY AND ADVERTISER'S EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY ADVERTISER TO BLACKREFER.COM PURSUANT TO THIS AGREEMENT.


Confidentiality
Advertiser shall not disclose any of the terms and conditions of this Agreement to any third party without the express written consent of BlackRefer.com.


REVISED 4/14/2010