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Terms and Conditions
	END USER LICENSE AGREEMENT (“EULA” or “AGREEMENT”) Advertiser Standard Terms and Conditions Introduction. This Agreement between You and 360i LLC, through its Brainfox Services division. ("BrainFox") consists of these Advertiser Standard Terms and Conditions ("Terms and Conditions"), the 360i privacy policy located at http://www.360i.com/privacypolicy.html (“Privacy Policy”) and the BrainFox Frequently Asked Questions ("FAQs") located at http://www.brainfox.com/helpdesk/ and the Instant Navigation FAQ’s located at www.instantnavigation.com/faqs_adv.html. "You" or "Advertiser" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. If You are an agency, You also represent and warrant that (1) the advertiser on whose behalf You are acting has authorized You to enter into this Agreement and to assume the obligations under this Agreement on such advertiser's behalf and to represent such advertiser within the scope of this Agreement, and (2) such advertiser agrees to be bound by the terms of this Agreement, including but not limited to paying BrainFox for advertisements delivered pursuant to this Agreement. Please read very carefully these Terms and Conditions, the Privacy Policy and the FAQs. You consent to the use and collection of Your information in accordance with the Privacy Policy. The terms of this Agreement may change from time to time. You should check back at the web site to see if any material changes have been made. BrainFox will prominently post changes on the BrainFox Web Site. You agree that your continued use of the BrainFox service after the effective date of any change will constitute your affirmative consent to this revised Agreement. If you do not accept such revisions, do not access or use the BrainFox service. 1. Uses. You agree that your ads may be placed on (i) any Web site, application or other property owned or operated by BrainFox, including Instant Navigation, the program that displays web sites and other content directly to users in response to queries(a "BrainFox Property") and (ii) any Web site, application or other property owned or operated by a third party (a "Partner") upon which BrainFox places ads pursuant to a contractual agreement ("Partner Property"). BrainFox and/or any Partner may review, reject or remove any ad (including any Target (as defined below)) for any reason. In addition, ads may be modified to comply with policies related to any BrainFox Property or any Partner Property, and (if applicable) where You have authorized BrainFox to optimize campaign performance generally through the use of BrainFox’s ad optimization services. 2. Partner Properties. Even if your ad(s) are placed on Partner Property(ies), You agree to direct to BrainFox, and not to any Partner, any communication regarding your ad(s) on any Partner Property. In addition, if You participate in any syndication program(s) by having your ads displayed on Partner Properties, the display of your ads on Partner Property(ies) will provide Partner(s) with access to the content of your ads, including the URL(s), and any contact or other information that can be obtained through such URL(s), as well as data regarding queries or clicks on directory categories. 3. FAQs. You acknowledge and agree that in order for BrainFox to (among other things) maintain the integrity and dynamic nature of the Brainfox services (the “Services” or “Program”), your participation in the Program is subject to the FAQs, which are incorporated into these Terms and Conditions by reference and may be modified by BrainFox at any time to reflect changes in how BrainFox makes the Program generally commercially available. 4. Targets; Your Web Site(s). You are solely responsible for knowing the contents of the FAQs. You are solely responsible for all "Targets" (any keyword, keyword phrases, category, and other targeting mechanism), and for the content of your ads, including URL links and bid prices. BrainFox is not responsible for anything related to your Web site(s). 5. Prohibited Uses. BrainFox strictly prohibits using any BrainFox Property, any Partner Property, or any third-party technology: (i) to generate fraudulent impressions of or fraudulent clicks on Advertiser's ad(s) or third-party ad(s), including but not limited to using robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ii) to advertise substances, services, products or materials that are illegal in any state or country where your ad is displayed; (iii) in any way that violates any policy posted on any BrainFox Property, as revised from time to time; or (iv) to engage in any other illegal or fraudulent business practice under the laws of any state or country where your ad is displayed. You may not include links to any Web site(s) as part of your ad, unless the content found at such site(s) is relevant to your Target(s) and/or ad creative. You may not run multiple ads linking to the same or similar site on the same search results page. Violation of these policies may result in immediate termination of this Agreement without notice, and may subject you to state and federal penalties and other legal consequences. 6. Termination; Cancellation; and Inactive Accounts.. Unless otherwise agreed to in writing by the parties, You may cancel or delete any ad and/or terminate this Agreement with or without cause at any time by canceling or deleting all keywords hereunder via your online account; provided, however, that a cancelled ad may continue to run for up to 48 hours before such cancellation takes effect. BrainFox may at any time terminate the Program, terminate this Agreement, or cancel any ad(s) or your use of any Target. In addition, if You do not log into your account during any one-year period, your account may automatically become inactive. In order to reactivate your account, You need to contact BrainFox via the online contact form at www.brainfox.com/contact. Upon cancellation of any ad or termination or expiration of this Agreement for any reason, (i) You shall remain liable for any amount due for clicks already delivered and for clicks on any ad(s) through the date such cancellation or termination takes effect, and (ii) Sections 2 and 5 through 15 shall survive expiration or termination. 7. Bonus Dollars. BrainFox may at any time terminate its “Bonus Dollars” program. In addition, if You do not log into your account during any six-month period, all of your “Bonus Dollars” may be forfeited. 8. Confidentiality. During the term of this Agreement and for a period of two years following the termination or expiration of this Agreement, each party agrees not to disclose Confidential Information of the other party to any third party without prior written consent except as provided herein. "Confidential Information" includes (i) ads (including Targets and URLs), prior to publication, (ii) except as provided in subsection (i) above, any other Program information or access to technology prior to public disclosure provided by BrainFox to You and identified at the time of disclosure in writing as "Confidential." It does not include information that has become publicly known through no breach by a party, or has been (i) independently developed without access to the other party's Confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority. Nothing in this Agreement shall prohibit or limit either party's use or disclosure of the U.S. Federal income tax treatment and U.S. Federal income tax structure of any transaction contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment or tax structure, except where confidentiality is necessary to comply with applicable federal or state securities laws. 9. No Guarantee. BrainFox makes no guarantee regarding the levels of impressions, clicks or conversions for any ad (including any Target) or group of ads or the timing of delivery of any impressions, clicks or conversions for any ad displayed on any BrainFox Property or any Partner Property. BrainFox may offer the same Target to more than one advertiser. You may not receive any impressions for your ad(s) if for a given Target there are more advertisers or ads than available display positions or if your ads do not meet applicable click-through thresholds. 10. No Warranty. THESE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. BRAINFOX DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11. Limitation of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) BRAINFOX'S AGGREGATE LIABILITY TO ADVERTISER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO BRAINFOX BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures. 12. Payment. You agree to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, and that BrainFox may change its minimum pricing at any time, as reflected in the FAQs. If You dispute any charge made under the Program, You must notify BrainFox in writing within thirty (30) days of any such charge; failure to so notify BrainFox shall result in the waiver by You of any claim relating to any such disputed charge. Charges shall be calculated solely based on invoicing records maintained by BrainFox for purposes of billing. No other measurements or statistics of any kind shall be accepted by BrainFox or have any effect under this Agreement. 13. Representations and Warranties. You represent and warrant that (a) all of the information provided by You to BrainFox to enroll in this advertising program is correct and current; (b) You hold all rights to permit BrainFox and any Partner(s) to use, reproduce, display, transmit and distribute Your ad(s) (including all Targets) and all contents therein ("Use"); and (c) the following items will not violate (or encourage conduct that would violate) any applicable laws, regulations or third party rights in any state or country in which your ad is displayed: any Use by BrainFox or any Partner(s), your Target(s), any Web site(s) linked to from your ad(s), and products or services offered on such Web site(s). 14. Your Obligation to Indemnify. You agree to indemnify, defend and hold BrainFox, its parent, agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants and contractors) ("Indemnified Person(s)") harmless from and against any third party claim, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of your use of this advertising program, your Web site, and/or your breach of any term of this Agreement. You acknowledge and agree that each Partner, as defined herein, has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary. 15. Miscellaneous. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by BrainFox in collecting unpaid amounts under this Agreement. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. The parties hereby irrevocably consent to the exclusive jurisdiction of the courts in New York, New York. BrainFox’s failure to exercise or enforce any right or provision of the Agreement will not be deemed to be a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and any additional terms contained therein shall be null and void. Each party hereto is duly authorized to enter into this Agreement and perform its obligations hereunder. Any modifications to this Agreement must be made in a writing approved by the BrainFox Legal Department and executed by both parties. Unless otherwise expressly set forth herein, any notices shall be sent to (a) in the case of BrainFox: c/o 360i LLC, PMB 2392101 West 23rd Street, New York, New York 10011; and (b) in the case of Advertiser, to the address then on record with BrainFox for your account. Notice shall be given via (x) confirmed facsimile, with a copy sent via first class or air mail; or (y) overnight courier, and such notice shall be deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default. Advertiser may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to BrainFox. The relationship(s) between BrainFox and the "Partners" is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be construed as if both parties jointly wrote it. Last Updated September 22, 2005
	I have read and agree to all terms and conditions.