Terms of Use

These terms and conditions are part of the agreement ("Contract") between Bringo.com, ("Bringo.com") and your business or company ("You" or "Advertiser") for the purchase and provision of the listing, search or advertising services described in the Current Campaign section of the Contract.

1. Advertiser Information, Materials and Products

Advertiser shall provide Bringo.com with true, accurate and current information for placements, listings or advertising made in online Yellow Pages, search services, directories or other Internet services hereunder (the "Listings"). Advertiser certifies that it has the legal right to use all information, names, trademarks and search terms (collectively, "Advertiser Content") it provides or includes in its Listings. Advertiser understands and agrees that the Advertiser Content may be accessed and displayed on various Internet sites and services, and Advertiser hereby grants Bringo.com and the operators of such sites or services (the “Listing Services”), including those set forth in this Contract, the right to market, display, reproduce (including compression and temporary storage), distribute, perform, transmit and promote the Advertiser Content together with any content or materials on any interactive site linked to the Advertiser Content or the Listings through the Listing Services.

Advertiser represents and warrants that: it has all necessary rights and permissions to offer, sell and/or license the products and services it promotes through the Listings and the Advertiser's website; and the Listings, Advertiser Content, Advertiser's website and Advertiser’s products and services (i) do not and will not violate any laws or regulations, (ii) do not and will not violate or infringe any third party's trademark, copyright, patent, privacy, publicity or other rights, (iii) are not false, misleading, defamatory or threatening and are not likely to result in fraud, damage, injury or harm to any person, and (iv) are free of viruses, worms, trojan horses or other codes or programming that will delay, disrupt, interfere with, or damage websites, software, computers or networks or expropriate any data or information.

Advertiser acknowledges that the various Listing Services on which Listings appear may require compliance with certain policies and guidelines, and Advertiser shall access or obtain copies of the then-current versions of such policies and guidelines. Advertiser shall be responsible for ensuring that the Advertiser Content, Listings and the Advertiser's website will at all times comply with all applicable policies and guidelines, including the privacy policies, terms of service, and advertising guidelines of the Listing Services on which Listings appear. Advertiser acknowledges and agrees that the Listing Services on which its Listings appear may refuse, remove or modify the Listings pursuant to such guidelines or policies.

Without limiting the foregoing, Advertiser will comply with all policies, requirements and guidelines of Listing Services that offer search features and listings and will not engage in any conduct or utilize any tactics prohibited by such Listing Services, including, without limitation, embedding clear images, listing irrelevant keywords to gain more traffic, adding adult content to its site, or tampering with meta tags. If, at any time, Advertiser violates the policies, requirements or guidelines of a Listing Service, then Bringo.com may, at its option, terminate this Contract without refund or any other obligation to Advertiser.

2. Bringo.com Services

Bringo.com's obligations hereunder are limited to transmitting the Advertiser Content provided by Advertiser to the Listing Services as set forth in the contract in the form and manner specified by such entities. Advertiser acknowledges that Bringo.com does not produce, operate or transmit the Listing Services on which Listings may appear and that Bringo.com acts only as a sales representative or reseller of advertising inventory, search or listing services for the Listing Services. Advertiser agrees that Bringo.com shall not be responsible for the appearance, position, display, removal, refusal or modification of the Listings by any Listing Service. Bringo.com makes no representations or guarantees of any kind regarding the position, effectiveness, level of impressions, click-throughs, customer response or other performance of any Listings.

3. Search Services

Search Service Restrictions: Advertiser will comply with all policies, requirements and guidelines of the Search Services (Google, Yahoo! Search, Looksmart, InfoSpace, Interchange, and others) and will not engage in any conduct or utilize any tactics prohibited by such Services, including, without limitation, embedding clear images, listing irrelevant keywords to gain more traffic, adding adult content to its site, or tampering with meta tags. If, at any time, Advertiser violates the policies, requirements or guidelines of a Search Service, then Bringo.com may, at its option, terminate this Contract without refund or any other obligation to Advertiser.

Click Definition: "Click" means an internet user clicking on a link to Advertiser's web site in the Search Service's results listing for Advertiser, as counted by Bringo.com.

4. Payment

Advertiser shall pay Bringo.com the amount set forth in the contract at the beginning of each month's billing cycle, through Advertiser's credit card, direct debit or other mutually agreed payment mechanism, during the term of this Contract. Unless another payment mechanism is mutually agreed upon by the parties, Advertiser hereby authorizes Bringo.com to charge the Advertiser credit card account provided in this Contract for the monthly payment amount and other charges incurred by Advertiser. All amounts are payable in US Dollars, and Advertiser will be responsible for payment of any currency exchange or conversion fees assessed by a payment processor. Bringo.com reserves the right to charge interest on amounts remaining unpaid after the applicable due date at the rate of one and one half percent (1.5%) per month (or the highest rate permitted by law, if less).

5. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

BRINGO.COM DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATION UNDER SECTION 6 BELOW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF SUCH PARTY IS AWARE OF THE RISK OF SUCH DAMAGES, THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATION UNDER SECTION 6 BELOW, LIABILITY FOR DAMAGES OF ANY KIND SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY ADVERTISER TO BRINGO.COM UNDER THIS CONTRACT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY.

6. Confidentiality

Except as necessary to fulfill its obligations in connection with this Contract, each party shall keep the existence and terms of this Contract confidential and neither party will publish any press release related hereto without the prior written consent of the other party.

7. Indemnity

Each party ("indemnifying party") hereby agrees to indemnify, defend and hold harmless the other party and the officers, directors, agents, affiliates, and employees of the other party from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings brought by a third party ("Third Party Liabilities") and arising out of any material breach by indemnifying party of any duty, representation or warranty under this Contract. Without limiting the foregoing, Advertiser shall indemnify, defend and hold harmless Bringo.com and its officers, directors, agents, affiliates, and employees from and against all Third Party Liabilities arising out of any actual or alleged infringement or violation by the Listings or Advertiser Content of any third party's rights or the policies or guidelines of Listing Services on which the Listings may appear.

8. Amendment

Bringo.com reserves the right to make changes to the terms and conditions of this Contract by sending e-mail or other notification of such changes to Advertiser. If any proposed change is not acceptable to Advertiser, then Advertiser may terminate this Contract at any time before the changes take effect by providing written notice of such termination to Bringo.com. Notwithstanding the foregoing, notice of any price increase shall be provided as set forth in the Pricing and Billing section of the Order form.

9. Miscellaneous

This Contract sets forth the entire agreement between Advertiser and Bringo.com with respect to the transactions set forth herein, and supersedes any and all prior agreements of Bringo.com or Advertiser with respect to such transactions.

Advertiser shall not make any assignment of this Contract or any rights benefits or obligations hereunder (including, without limitation, by way of merger or consolidation) without the prior written consent of Bringo.com. In the event of an assignment, this Contract shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and each of their respective successors and assigns.

This Contract shall be interpreted, construed and enforced in accordance with the laws of the Commonwealth of Virginia, except for its conflicts of laws principles. ADVERTISER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF ILLINOIS AND THE FEDERAL COURTS SITUATED IN THE COMMONWEALTH OF ILLINOIS IN CONNECTION WITH ANY ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT.

> For Signature Website Clients Only

THESE ARE THE TERMS AND CONDITIONS(“Agreement”) APPLICABLE TO THE PURCHASE AND SALE OF WEBSITE RELATED SERVICES AMONG YOU (“Customer”, “you” or “your”) AND BRINGO.COM (“Bringo.com”, “us” “we” or “our”) YOU AGREE TO PAY THE UPFRONT DESIGN FEE. THE FEE PAID TO BRINGO.COM IS NON-REFUNDABLE. MAKING A PAYMENT TO BRINGO.COM SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS.

IN ADDITION, YOU MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM BRINGO.COM, OR THEIR PARTNERS AND/OR OTHER THIRD PARTIES, WHICH HAVE THEIR OWN TERMS AND CONDITIONS AGREEMENTS AND ACCEPTABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS SHOULD BE PRESENTED TO YOU AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, AND IT IS YOUR OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT.

Bringo.com reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to existing or future customers. Bringo.com may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Bringo.com’s posting of any changes or modifications will constitute your acceptance of such changes or modifications.

Bringo.com will provide you with the following services (the "Service"). Bringo.com will build a Signature Series website utilizing the design selected by you with information provided by you (the "Website"). Bringo.com shall develop and host the Website on a network server accessible by the Internet via an assigned Universal Resource Locator ("URL") subdomain and register the Website URL with several World Wide Web Search Engines.

The Website designs are delivered as they appear in the library. Bringo.com will place your company logo or company name in the designated area. Bringo.com will add three pages of “get started” copy or customer provided copy in the designated areas of the design. If you choose a flash version of your design, Bringo.com will only be able to add the customer logo/company name and change the navigation button names within the flash file. Bringo.com will be unable to change the images in the flash files. If you choose a design that has more than 5 navigation buttons built into the design, Bringo.com will not be able to delete the unused navigation buttons. Bringo.com will be able to replace images within the design in the non-flash version of the site only.

You hereby grants to Bringo.com and its subcontractors the necessary rights and licenses with respect to such Website to carry out obligations under this Agreement and to make a reasonable number of archival or back-up copies as deemed necessary by Bringo.com. Optionally, you may elect to purchase additional add-on services such as e-commerce, or advanced website options which are also covered by this Agreement.

1. Customer shall pay Bringo.com for the Service provided. If Customer requires additional services, additional fees may apply based on posted rates. All rates are stated net of all applicable federal, state, and local taxes. On any amounts not paid when due, Customer agrees to pay interest at the highest rate allowed by law. In addition, Customer agrees to pay all costs of collection, including costs of litigation and reasonable attorneys' fees. Customer agrees to execute financing statements and other instruments at Bringo.com’s request. A $20 (Twenty U.S. Dollars) collection fee will be charged for all dishonored checks. A $15 (Fifteen U.S. Dollars) fee will be assessed for the following reasons: (1) late payment, (2) payment with insufficient funds, (3) denied or invalid credit card number, or (4) restart of Service terminated for nonpayment. Payment is late after the fifth (5th) day of the month. Bringo.com may change any fee, rate, or plan upon thirty (30) days' notice (except for hosting fees [see Section 5 herein]).

2. This Agreement is effective as of the Effective Date and shall continue for a period of one year unless otherwise terminated by i) Bringo.com if Customer breaches this Agreement or ii) Customer, in either case. After one year, this Agreement shall renew for successive one-month terms unless terminated by either party for any reason.

3. Customer shall be responsible for the following:

1. Providing Bringo.com with all information, data, text, music, sound, images, photographs, graphics, video, messages, tags, custom images (including, but not limited to, design, pamphlets, brochures, logos, and other images) and other materials ("Content") in connection with development of the Website.
2. Contacting Bringo.com for all changes, modifications, and enhancements to the Website and/or Service starting from the Effective Date.
3. Contacting Bringo.com with notice of Customer’s decision to cancel or discontinue the Service starting from the Effective Date
4. Obtaining Internet connectivity to access the Website, to send and receive e-mail, and to otherwise access and utilize the Internet.
5. To the extent Customer gathers any personal information about visitors to the Website, Customer will not share that personal information with any third party without first obtaining such visitor’s consent.
6. Providing current and updated contact information (including e-mail address and fax number) for Bringo.com’s use in contacting Customer concerning the Website.
7. Customer represents to Bringo.com that Customer is at least eighteen years old and is responsible for supervising the activities of any under-age user.
8. Ensuring that the Website content provided by Customer does not infringe or violate the Intellectual Property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, and trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and acquiring any authorization(s) necessary to use intellectual property or other proprietary information of third parties.
9. Ensuring the accuracy of materials provided to Bringo.com, including, without limitation, website content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer.

4. Customer understands that any fees and annual or monthly charges are nonrefundable.

5. Upon cancellation, Customer will receive a final bill reflecting the balance due for any remaining charges. Customer agrees to pay all fees incurred by Customer and billed to Customer via credit card, check, local telephone company, direct billing and/or third party billing arrangement. Direct billing is due upon receipt of invoice. Bringo.com reserves the right to adjust its hosting fees from time to time without prior notice to Customer.

6. Customer will use the Service in a manner which does not interfere with or disrupt other network users, services, or equipment, and Bringo.com reserves the right to terminate or suspend Service without notice if such interference is determined by Bringo.com to exist. Such interference or disruption includes, but is not limited to:

1. wide-scale distribution of messages, including bulk e-mail or unsolicited spam e-mail, or wide-scale distribution of messages to inappropriate mailing lists, newsgroups, or other public or private forums,
2. propagation of computer worms or viruses, and
3. use of the network to make unauthorized entry to other computational, information, or communications devices or resources- This includes unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without permission.

7. Bringo.com reserves the right to deny, terminate, or suspend Service without notice if, in Bringo.com’s sole discretion, the Service is used by Customer in a manner that violates or may violate the following standards, and Bringo.com reserves the right to reject, alter, modify, or remove the Website, Website domain name, URL address, or any Website content (including, but not limited to, any language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) which Bringo.com in its sole discretion deems to be:

1. An infringement on or a mechanism designed to facilitate the infringement of a propriety interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret, or patent right. By using the Service, Customer represents and warrants that any name or word submitted to be used as all or part of the URL associated with the Website does not infringe any trademark or domain name rights of any third party. Moreover, Customer warrants that it has a present good faith intention to use the URL it requests in connection with a commercial or personal endeavor and that it is not merely "cybersquatting," i.e., obtaining the URL merely to attempt to sell the rights to the URL or subdomain to some third party.
2. In violation of any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders.
3. Offensive, including without limitation, bigotry, racism, discrimination, hatred, or profanity; is disparaging, defamatory, libelous, or results in an invasion of privacy; promotes or provides instructional information about illegal activities or physical harm or injury to any group, individual, institution or property; or infringes on a proprietary interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret or patent right; or may violate any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders; or
4. States or implies that the Website is placed by Bringo.com or any party with a contractual relationship with Bringo.com, or that such parties endorse the Customer’s products or services.
5. Pornographic or obscene. Bringo.com neither sanctions nor permits hosted site content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity. Bringo.com reserves the right to immediately suspend or terminate any site or transmission that violates this policy, without prior notice. In the event of such termination, Customer agrees that the unused portion of any fees Customer may have paid for any Service rendered to Customer by Bringo.com are an appropriate recompense to Bringo.com for the time required to respond to and address issues created by Customer's illegal or obscene site/content, and Customer agrees not to seek recovery of those fees. Further, should Customer violate this policy, Bringo.com will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, the Website, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
6. Violent or encouraging violence.
7. Disparaging, defamatory, libelous, or resulting in an invasion of privacy.
8. Promotion or providing of instructional information about illegal activities or physical harm or injury to any group, individual, institution or property, or encouraging illegal or criminal conduct.
9. Promotion or facilitation of, or engaging in, consumer deception or fraud, drug use, drug dealing, pyramid schemes, gambling, or any other illegal activities.
10. Intentional holding of Bringo.com (including its affiliates) or their employees or shareholders up to public scorn, ridicule, or defamation.

8. The Service are provided on an "as is" and "as available" basis. Bringo.com’s entire liability and Customer's exclusive remedy against Bringo.com for any failure of service under this Agreement, or the performance or nonperformance of any obligation under this Agreement, shall be limited to a refund of amounts paid to Bringo.com during the period of time that the Service contracted for were interrupted or not provided properly or continuously. The entire liability of Bringo.com, and Customer’s exclusive remedy against Bringo.com for errors in the Website (other than those errors caused by Customer) shall be the correction of such errors upon notice from Customer. EXCEPT AS EXPRESSLY STATED HEREIN, CUSTOMER’S USE OF THE SERVICE IS AT ITS OWN RISK AND BRINGO.COM DISCLAIMS ANY AND ALL WARRANTIES TO CUSTOMER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BRINGO.COM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. Bringo.com disclaims and shall not be liable for any other loss, injury, cost or damage suffered by Customer or any third party and shall in no event be liable for consequential, special, or indirect or incidental damages, including without limitation, damages for loss of business profits, business interruption, or loss of data, arising out of or in any way connected with the use of the Website and any information available on it, and the delay or inability to use the site or any information, even if Bringo.com has been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Except as expressly stated herein, Bringo.com disclaims any and all warranties to Customer, expressed or implied, including implied warranties of merchantability and fitness for a particular purpose.

9. Bringo.com will not be liable to any third parties for any direct, incidental, or consequential losses or damages suffered by such third parties for any reason, whether foreseeable or not, including, without limitation, damages for loss of profits, loss of income or earnings, loss of business opportunities, injury, or other loss or damage resulting directly or indirectly out of or in connection with the Service, or through use of the Website. The foregoing shall apply despite any negligence, misconduct, errors, or omissions by Bringo.com, including without limitation its employees, representatives, agents, or technical operations. Customer assumes sole responsibility for:

1. acquiring any authorization(s) necessary to use intellectual property (including, but not limited to, copyrights and trademarks) or information of third parties;
2. acquiring any authorization(s) necessary for hypertext links to third party websites;
3. the accuracy of materials provided to Bringo.com, including, without limitation, website content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer; and
4. ensuring that the Website content provided by Customer does not infringe or violate the intellectual property rights or any other right of any third party. Bringo.com shall have no liability and shall be held harmless for any content provided by Customer that infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. Bringo.com disclaims any responsibility for any content, goods, and services available through the Website, or the quality or accuracy of any information in the Website. Bringo.com will not endorse, warrant, or guarantee any product or service offered through the Website, and will not be a party to or in any way monitor any transaction between Customer and third-party purchasers of products or services resulting from the Service or use of the Website, including, without limitation, all sales of goods or services, credit card transactions, banking or securities transactions, or any business, service, or merchandise agreements. BRINGO.COM DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES TO THIRD PARTY USERS OF THE WEBSITE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

10. Customer agrees to defend, indemnify, and hold harmless Bringo.com and each of Bringo.com’s officers, directors, employees, agents, and affiliates from, against, and in respect of: (i) any and all losses, damages or deficiencies resulting from any third party claim against Bringo.com in connection with the Website (including, but not limited to, website content) or the URL, (ii) any and all losses, costs (including reasonable attorney’s fees), expenses, damages, assessments, or judgments (collectively, “Liabilities”), resulting from any claim against any of such parties in connection with Customer’s website, (iii) any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the Content (iv) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including Bringo.com’s reasonable legal fees and expenses (whether incident to the foregoing or to Bringo.com’s enforcement of said rights or defense and indemnity).

11. Bringo.com reserves the right to suspend or terminate Service with or without notice to Customer if Bringo.com determines, in its sole discretion, that Customer has failed to comply with its obligations as set forth in this Agreement.

12. This Agreement shall be governed by the laws of the State of Illinois, without giving effect to principles of conflict of laws contained herein. Customer agrees that any judicial proceeding for the breach of or enforcement at law or equity of this Agreement or any provision hereof shall be instituted only in a federal or state court of competent jurisdiction in the city of Chicago and the State of Illinois, and Customer consents to the jurisdiction of such court, and waives the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or to seek a change of venue. This Agreement constitutes the entire agreement of the parties relative to its subject matter, and shall not be waived, modified, or supplemented in whole or in part except in a writing signed by the parties. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

13. Any failure by Bringo.com to enforce any of its rights under this Agreement or any applicable laws shall not constitute a waiver of such right. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, Customer, Bringo.com, and the court shall endeavor to give effect to the intent reflected in that provision, and the remaining provisions shall retain their full force and effect.

14. This Agreement does not create any agency, employment, partnership, joint venture, franchise, or other similar or special relationship between you and Bringo.com. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever.

15. Your rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of Bringo.com.