Advertiser Agreement

Welcome to the 411Nexus advertiser service ("the "Service"), a service of 411Nexus, Inc. ("411Nexus"). Before you participate in the Service, please review this Advertiser Agreement (the "Agreement"). This Agreement is between you and 411Nexus and it is important that you understand this Agreement prior to participating in the Service. When you click on the "I Accept" button below you agree to the terms of the Agreement. If you do not agree to all of the terms of the Agreement, click on the "I Decline" button below. If you do not accept the terms of this Agreement, you will not be entitled to participate in the Service (please refer to paragraph 12 below for additional terms regarding your electronic signature).

1.   Definitions and Policies
In this Agreement, (a) "Advertiser," "you" and "your" means collectively the Advertiser and its Affiliates who participate in the Service, and (b) "Affiliate" means, as to any person or entity, an entity or person that directly or indirectly (e.g. through one or more tiers of ownership) controls, is controlled by or is under common control with that person or entity, and (c) the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities or a written voting rights agreement. The use of the Service is subject to all applicable 411Nexus guidelines, policies and terms of service, including without limitation the 411Nexus Editorial Guidelines (URL), 411Nexus Terms of Service (URL) and the 411Nexus Privacy Policy (URL). 411Nexus's guidelines, policies and terms of service may be altered at anytime.

2.   The Service
a.   LINK TO OR INSERT SERVICE MENU WITH DESCRIPTIONS
b.   Registration
You will select a username, password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of your username, password and account, and are fully responsible for all activities that occur under your username, password or account.
c.   Duty to Notify
You agree to (i) immediately notify 411Nexus of any unauthorized use of your username, password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. 411Nexus cannot and will not be liable for any loss or damage arising from your failure to comply with this paragraph (b).

3.   Payment
a.   Pricing LINK TO OR INSERT PRICING MENU
b.   PayPal Payments
By agreeing to these terms, you are giving 411Nexus permission to charge your PayPal account on a one-time, sporadic, or recurring basis to collect fees that you owe 411Nexus, unless and until you cancel this Billing Agreement. You authorize PayPal to pay from your PayPal account the full amount of fees presented by 411Nexus. PayPal will not initiate payments on its own under this Billing Agreement; it will only pay out charges initiated by 411Nexus. 411Nexus will present you with an invoice at least 10 days in advance of charging your PayPal account.

PayPal will become your payment method on file with 411Nexus for automatic payment of your 411Nexus fees.

If you change the website of registration of your 411Nexus account, this Billing Agreement will be cancelled. If this Billing Agreement is cancelled, or if the payment of your 411Nexus fees through PayPal cannot be completed for any reason, you remain obligated to pay 411Nexus for all unpaid fees, and 411Nexus may provide you with an invoice for said fees.
c.   Payment Terms
In certain instances, 411Nexus may grant payment terms to a credit-approved Advertiser. In such event, Advertiser agrees to pay 411Nexus the fees for the Service on a monthly basis. Advertiser also agrees to pay any sales, use, or other tax that may be applicable to the Service. Payment terms are net cash within thirty (30) days of Advertiser’s receipt of invoice. The invoice will confirm the Services utilized and the amount due each month. All invoices are payable in U.S. dollars. If the Advertiser fails to pay any invoice within 60 days of receipt, compound interest will be paid at the rate of 1.5% per month.

4.   Access and Prohibited Uses
a.   Access
For purposes of this Agreement, all web pages that are owned or operated by, or on behalf of, 411Nexus shall be referred to as the "411Nexus Sites". You are hereby authorized to access and use the Service and certain of the 411Nexus Sites during the term of this Agreement solely for internal use in the management of your advertising accounts. You shall not allow any unauthorized third parties to access the 411Nexus Sites or use the Service and you agree not to disseminate any usernames, passwords or access codes to your account.
b.   Prohibited Uses
You shall not, and shall not authorize any party to: (a) advertise anything illegal or engage in any illegal or fraudulent business practice in any state or country where your ad is displayed; (b) use any automated means, including agents, robots, scripts, or spiders, to access or manage your account with 411Nexus or to monitor or copy the 411Nexus Sites or the content contained in the 411Nexus Sites; (c) engage in "ad slamming" of any nature, including the repeated clicking on advertisements to increase potential earnings to you as a publisher, to increase potential costs to an advertiser, or for any reason other than viewing an advertisement as a potential consumer; or (d) display any advertisements for products or services that compete with 411Nexus's products and services.

5.   Sites not on the 411Nexus Network  
You agree that 411Nexus is not responsible for the content, maintenance, or operation of any Web site(s) not on the 411Nexus network, or Web sites owned or operated by any third party. You represent, warrant and covenant that: (a) all information you provide or approve or that is provided on your behalf in connection with the Agreement and on your Web site is, and will be updated to remain, current and accurate, (b) the Web site to which any advertisement links will work properly and not be under construction, and (c) your Web site does not contain any 411Nexus-owned or licensed content, except pursuant to a separate signed agreement with 411Nexus.

6.   Representations and Warranties
You represent, warrant and covenant that: (a) you have sufficient authority to enter into the Agreement; (b) your use of 411Nexus's services and the Service is solely for lawful purposes; (c) you have the necessary rights to provide all information provided under the Agreement (including all content, data, data feeds, listings, titles, URLs, descriptions and keywords for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein and in any Web sites to which it links: (i) do not violate any law, statute, ordinance, treaty or regulation or 411Nexus policy or guideline; (ii) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (iii) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (iv) are not false, deceptive or misleading; (v) are not defamatory, libelous, slanderous or threatening; and (vi) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any copyrighted material, system, system data or personal information; and (d) you will not engage in any form of spamming or other impermissible marketing activities through your use of the Service, including complying with all applicable laws such as the CAN-SPAM Act of 2003.

7.   Indemnification
You agree to indemnify and hold harmless 411Nexus and its Affiliates and its and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys and employees from and against any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claims"), that actually or allegedly result from your use of the Service or a 411Nexus Site, your Web site, or your breach of any terms or representations, warranties, or covenants contained in the Agreement. You agree to be solely responsible for defending any Claim against or suffered by 411Nexus, subject to 411Nexus's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all Claims against 411Nexus, provided that you will not agree to any settlement that imposes any obligation or liability on 411Nexus without 411Nexus's prior express written consent.

8.   Disclaimer and Limitation of Liability
a.   Disclaimer
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE AND 411NEXUS'S SITE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS ONLY. 411NEXUS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND AS TO THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. 411NEXUS MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, AND (IV) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. 411NEXUS DISCLAIMS ALL GUARANTEES REGARDING POSITIONING OR THE LEVELS OF TIMING OF: (i) COSTS PER CLICK (ii) CLICK THROUGH RATES, (iii) DELIVERY OF IMPRESSIONS (iv) CLICKS OR (v) CONVERSIONS FOR ANY ADS. TO THE EXTENT THAT ANY PART OF THIS SECTION IS NOT CONSISTENT WITH ANY OTHER PART OF THESE TERMS, THEN THIS SECTION WILL CONTROL.

b.   Limitation of Liability
YOU AGREE THAT NEITHER 411NEXUS NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, ACCOUNT PROVIDERS, SUBCONTRACTORS, LICENSORS, LICENSEES, PARTNERS, CONTRACTORS, CONSULTANTS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF 411NEXUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, OR ANY OTHER MATTER RELATING TO THE SERVICE.

9.   Termination
You and/or 411Nexus may terminate the Agreement and/or your participation in the Service, and 411Nexus may suspend or terminate your participation with the Service or any 411Nexus Site, including removing your listings from any 411Nexus Site, at any time, for any reason or for no reason, and 411Nexus shall not have any liability regarding such decisions. Upon termination, suspension or discontinuation of the Service or your participation therein, all outstanding payment obligations incurred under such Service will become immediately due and payable. Paragraph 7, 8 and 9 of this Agreement shall survive any termination of this Agreement.

10. Notices
411Nexus may provide you with notices by email, regular mail, or postings on the Service. All notices to 411Nexus shall be sent via recognized overnight courier or certified mail, return receipt requested, to:
411 Nexus Inc P.O. Box 15381 Chesapeake, VA. 23328

11. Choice of Law
This Agreement and the relationship between you and 411Nexus shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of law provisions. You and 411Nexus agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Chesapeake, Virginia.

12. Electronic Signature
a.   Electronic Form
This Agreement is an electronic contract that sets out the legally binding terms of your use of the Service and certain of the 411Nexus Sites. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced herein by clicking on the "I Accept" button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the "I Accept" button, you fully accept the Agreement. When you click on the "I Accept" button during enrollment, you also consent to have the Agreement provided to you in electronic form.
b.   Non-electronic Form
You have the right to receive the Agreement in non-electronic form and may request a non-electronic copy of the Agreement either before or after you electronically sign the Agreement. To receive a non-electronic copy of the Agreement, please send a letter and self-addressed stamped envelope to: 411 Nexus Inc P.O. Box 15381 Chesapeake, VA. 23328. You also have the right at any time to withdraw your consent to have the Agreement provided to you in electronic form.
·    Should you choose to withdraw your consent to have the Agreement provided to you in electronic form, 411Nexus will discontinue your then-current username and password. This means that you will not have the right to use the Service, unless, and until, we issue you a new username and password. 411Nexus only will issue you a new username and password after we receive a signed copy of a non-electronic version of the Agreement, which we will send to you upon written request.

13. To withdraw your consent and/or request a non-electronic copy of the Agreement, please send a letter and self-addressed stamped envelope to: 411 Nexus Inc P.O. Box 15381 Chesapeake, VA. 23328.

14. Prospective Nature. Your withdrawal of consent shall be effective within a reasonable time after we receive your withdrawal notice described above. Your withdrawal of consent will not affect the legal validity or enforceability of the Agreement provided to, and electronically signed by, you prior to the effective date of your withdrawal.

a.   Access and Retention
Access and Retention. In order to access and retain the electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and must pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including, without limitation, a computer and modem or other access device. Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program. We will notify you of any changes in the hardware or software requirements needed to access and/or retain the Agreement that create a material risk that you will not be able to continue to access and/or retain the electronic Agreement.