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.
Parties' Responsibilities:
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 Web site(s) including, but not limited to, maintenance of your Web site(s), order entry, customer service, payment processing, shipping, cancellations or returns.
Ad Placement/Reporting:
1a... BlackRefer.com agrees to place specified ad on behalf of advertiser, which will continue to be placed for the term of this agreement.
Ad Rates/Billing
2a... Purchased advertising will be pre-billed for all campaigns.
2b... BlackRefer.com may change its pricing at any time without prior notice.
Consumer Data
3a... 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 3.a shall survive the termination of this agreement.
Warranties and Representations
4a... 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.
Indemnification by Advertiser
5a... Advertiser shall 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 as a result of the placement of the Advertiser's ad. This includes, but is not limited to, payment of copyright royalties, other royalties, or any damages resulting from any intellectual property or other infringement claims. 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.
5b... The provisions of Paragraph 5a shall survive the termination of this Agreement.
General
6a... 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.
6b... 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.
6c... 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
7a...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.
7b... 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.
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.