Advertiser Terms and Conditions
Introduction. This Agreement between you and iTotalFind.com
consists of the iTotalFind.com Standard Terms and Conditions
("Terms and Conditions"), the iTotalFind.com Program (the
"Program") Guidelines, which may be revised periodically, and
the terms of any advertising campaign you submit or modify.
"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 and the Program.
- Direct Sale of Pets Prohibited. You agree not to
directly sell pets on iTotalFind.com. The direct sale of pets is
prohibited on the iTotalFind.com network. Classified services are
permitted.
- Use on Partner Sites. You agree that your ads may
be placed on (i) any site owned or operated by The iTotalFind.com (a
"iTotalFind.com Web Site") and (ii) on any site owned by a
third party (a "Partner") with which iTotalFind.com has an
agreement to place iTotalFind.com ads ("Partner Site").
Unless otherwise agreed to in writing by iTotalFind.com, any ads may
be modified without your consent to comply with any policy of iTotalFind.com
or any Partner Site. iTotalFind.com reserves the right to, and in
its sole discretion may, at any time review, reject, modify, or
remove any ad. The Partners may also have certain rights allowing
them to reject, modify or withdraw ads placed under this Agreement.
No liability of iTotalFind.com and/or any Partner shall result from
any such decision.
- Communications Solely With iTotalFind.com. Even
if your ad(s) are placed on Partner Site(s), you agree to direct to iTotalFind.com,
and not to any Partner, any communication regarding your ad(s) on
any Partner Site.
- Approval of Advertisement.
Any character title, keyword, site description or URL (collectively,
the "Listing") and Bid Amount submitted to the iTotalFind.com
Network is subject to the prior approval of iTotalFind.com. iTotalFind.com
will not allow any Listings which are inappropriate, offensive or
irrelevant. Once you submit your Listing, iTotalFind.com will review
your submission for editorial integrity, relevance, appropriateness
and accurate mapping to the iTotalFind.com network of Sites. You
will be notified of rejections. iTotalFind.com reserves the
unrestricted right to reject or cancel any Listing for any reason at
any time. When you bid for placement on the iTotalFind.com network
of sites, your approved Listing may also be posted on sites with
which we have partnered (at a minimum, the Listing's title will be
displayed). As a result, Listings may appear anywhere on the World
Wide Web, including on our sites and our partner sites, Listing
positioning and placement is determined by iTotalFind.com in its
sole discretion and is subject to change in iTotalFind.com' sole
discretion. iTotalFind.com reserves the right to edit any titles
and/or descriptions and to suspend and/or remove any Listing at any
time for any reason.
- iTotalFind.com Guidelines. The iTotalFind.com
Guidelines contain many important policies and procedures. iTotalFind.com
may modify the iTotalFind.com Guidelines at any time upon notice
published on the iTotalFind.com Web Site.
- Parties' Responsibilities. You are responsible
for knowing the contents of the iTotalFind.com Guidelinest. You
are solely responsible for the selection of all
"Targets" (any category, and other targeting
mechanism), and for the content of your ads, including URL links. iTotalFind.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.
- Prohibited Uses. iTotalFind.com strictly
prohibits using the iTotalFind.com Web Site or any Partner Site(s)
(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 the ad is displayed; (iii)
in any way that violates any policy posted on the iTotalFind.com
Web Site, 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 the 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). You
may not run multiple ads linking to the same or similar site on
the same search results page; or (v) to advertise the direct sale
of animals. You may advertise listing or portal services of
animals for sale or adoption. Violation of these policies
may result in removal of your ad or immediate termination of this
Agreement, and may subject you to state and federal penalties and
other legal consequences.
- Termination; Cancellation. iTotalFind.com may
at any time, in its sole discretion, terminate the Program,
terminate this Agreement, or cancel any ad(s) or your use of any
Target. iTotalFind.com will notify you via email of any such
termination or cancellation, which shall be effective immediately.
You may cancel any ad and/or terminate this Agreement with or
without cause at any time. Cancelled ads will be discontinued
within 24 hours of notice received via your account on the Program
homepage. Termination of your account shall be effective when iTotalFind.com
receives notice via your account on the Program homepage. Upon
termination for any reason, (i) you shall remain liable for any
amount due for ads already delivered or for clicks on any ad(s),
and (ii) Sections 2 and 4 through 15 shall survive termination.
Existing credits on your account will be available for use only
towards iTotalFind.com. Should your account be terminated
with a credit balance, your credit will not be refunded. All
deposits are non-refundable.
- Confidentiality. Each party agrees not to
disclose Confidential Information of the other party without prior
written consent except as provided herein. "Confidential
Information" includes (i) ads, prior to publication, (ii)
submissions or modifications relating to any advertising campaign,
(iii) clickthrough rates or other statistics (except in an
aggregated form that includes no identifiable information about
you), and (iv) any other information designated 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.
- No Guarantee. iTotalFind.com makes no guarantee
regarding the levels of impressions or clicks for any ad on its
site or those of its Partners. iTotalFind.com 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 than available display positions. iTotalFind.com does
not guarantee that any sales or signups will be generated due to
advertising on the iTotalFind.com Network.
- No Warranty. iTotalFind.com MAKES NO WARRANTY,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO
ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE
WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND
FITNESS FOR ANY PARTICULAR PURPOSE.
- Limitations of Liability; Force Majeure. In no
event shall iTotalFind.com or any Partner be liable for any act or
omission, or any event directly or indirectly resulting from any
act or omission of Advertiser, Partner, or any third parties (if
any). EXCEPT FOR THE PARTIES' INDEMNIFICATION AND CONFIDENTIALITY
OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE
LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL,
INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER 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) iTotalFind.com' AGGREGATE LIABILITY TO ADVERTISER
UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID
TO iTotalFind.com 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.
- Payment. You agree to pay iTotalFind.com an
upfront, non-refundable set up fee in the amount set forth on the
registration form. You also agree to pay iTotalFind.com based on
the number of click-throughs to the specified Web site generated
via the iTotalFind.com Service in advance. Such amount shall be
determined by multiplying the number of click-throughs by your Bid
Amount for each keyword and site purchased. You hereby authorize iTotalFind.com
to charge your credit card for your pre-determined amount as
pursuant to the terms set forth in connection with the iTotalFind.com
Service and you agree to pay all such charges. iTotalFind.com
will not rebill or perform scheduled charges to your account
without your authorization. Your advertising with iTotalFind.com
is contingent on an avaialble credit in your iTotalFind.com
account. iTotalFind.com will suspend your currently active
campaigns in the iTotalFind.com Service if your account balance
falls to $0. If your account is reduced to $0 for 90 days or more,
iTotalFind.com may terminate your participation in the iTotalFind.com
Service. If you dispute any charge made under the Program,
you must notify iTotalFind.com in writing within sixty (60) days
of any such charge; failure to so notify iTotalFind.com shall
result in the waiver by you of any claim relating to any such
disputed charge. Charges shall be calculated solely based on
records maintained by iTotalFind.com. No other measurements or
statistics of any kind shall be accepted by iTotalFind.com or have
any effect under this Agreement. All deposits to your iTotalFind.com
account are non-refundable.
- Representations and Warranties. You represent
and warrant that (a) all of the information provided by you to iTotalFind.com
to enroll in the Program is correct and current; (b) you hold all
rights to permit iTotalFind.com and any Partner(s) to use,
reproduce, display, transmit and distribute ("Use") your
ad(s); and (c) iTotalFind.com and any Partner(s) Use, your
Target(s), and any site(s) linked to, and products or services to
which users are directed, will not, in any state or country where
the ad is displayed (i) violate any criminal laws or third party
rights giving rise to civil liability, including but not limited
to trademark rights or rights relating to the performance of
music; or (ii) encourage conduct that would violate any criminal
or civil law. You further represent and warrant that any Web site
linked to your ad(s) (i) complies with all laws and regulations in
any state or country where the ad is displayed; (ii) does not
breach and has not breached any duty toward or rights of any
person or entity including, without limitation, rights of
publicity or privacy, or rights or duties under consumer
protection, product liability, tort, or contract theories; and
(iii) is not false, misleading, defamatory, libelous, slanderous
or threatening.
- Your Obligation to Indemnify. You agree to
indemnify, defend and hold iTotalFind.com, its 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 and all third party claims,
liability, loss, and expense (including damage awards, settlement
amounts, and reasonable legal fees), brought against any
Indemnified Person(s), arising out of, related to or which may
arise from your use of the Program, your Web site, and/or your
breach of any term of this Agreement. Customer understands and
agrees 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.
- Information Rights. iTotalFind.com may retain
and use for its own purposes all information you provide,
including but not limited to Targets, URLs, the content of ads,
and contact and billing information. iTotalFind.com may share
aggregate (i.e., not personally identifiable) information about
you with advertisers, business partners, including syndication
Partners, sponsors, and other third parties. The display of your
ad on Partner Site(s) will provide access to Partner(s) 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
that may enable such Partner(s) to determine your Targets.
- Miscellaneous. Any decision made by iTotalFind.com
under this Agreement shall be final. iTotalFind.com shall have no
liability for any such decision. You will be responsible for all
reasonable expenses (including attorneys' fees) incurred by iTotalFind.com
in collecting unpaid amounts under this Agreement. This Agreement
shall be governed by the laws of Michigan, except for its
conflicts of laws principles. Any dispute or claim arising out of
or in connection with this Agreement shall be adjudicated in
Oakland County, Michigan. This constitutes the entire agreement
between the parties with respect to the subject matter hereof. Any
modifications to this Agreement must be made in a writing executed
by both parties. The waiver of any breach or default of this
Agreement will not constitute a waiver of any subsequent breach or
default. If any provision herein is held unenforceable, then such
provision will be modified to reflect the parties' intention, and
the remaining provisions of this Agreement will remain in full
force and effect. 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 iTotalFind.com.
The relationship(s) between iTotalFind.com 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.
- Code: iTotalFind.com
Referral Partner ad codes must be not be modified from original
format without consent from iTotalFind.com. You agree to use the
ad code provided for displaying Creative not more than ONCE per
page view. Referral Partner ad codes may be placed in email
messages. iTotalFind.com Referral Partner ad codes may be used on
Webpages that contain forums, discussion boards, or chat rooms.
Publisher can not alter,
copy, modify, take, sell, reuse, or divulge any iTotalFind.com
computer code, except as is necessary to partake in the iTotalFind.com
Network, provided, however, with the prior approval of iTotalFind.com,
a Publisher may, in certain instances, modify the iTotalFind.com
computer code for purposes of inserting certain pre-approved
language above or below an advertisement served by iTotalFind.com.
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