Terms and Conditions

The following general terms and conditions (collectively, the "Terms and Conditions") are entered into between BOXFAST (the "Company") and any party, persons or company that is within the BOXFAST Network (the "Client") and governing that Client's participation in and use of certain services or features of the BOXFAST service (the "Network"). Client hereby accepts these Terms and Conditions as a condition precedent to the execution of the Service Agreement.

1. Introduction

BOXFAST is a Domain/Advertiser/Publisher Management Network service ("Service") available over the Internet. BOXFAST Network is a Service that allows Clients to generate earnings on the traffic generated to their domains. Domain owners will direct their domains to Company's (DNS) domain name servers in order for the Company to monetize traffic that exists on their domains at the Company's sole discretion. Company will pay Domainers, Registries, Registrars, Hosts, Isp And Domain Owners a percentage of the revenues received as a result of their domains and related traffic (collectively, the "Network"). The term Client refers to any individual or entity participating in the Network. Upon notice published through the Service or otherwise, BOXFAST may modify this Agreement at any time. You agree and continue to agree to use the BOXFAST Service in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions set out below.

2. General Terms
2.1 Use:

By using the Service, you agree to be legally bound and to abide by the Terms of Service, just as if you had signed this Agreement. If you do not comply and/or continue to comply with the Terms of Service, BOXFAST.com may terminate your right to access the service.

2.2 Discontinue Use: BOXFAST.com may discontinue or alter any aspect of the Service, including, but not limited to:

1. Restricting the availability and/or scope of the Service for certain platforms and operating systems;
2. Restricting the times the service is available;
3. Restricting the amount of use permitted; and
4. Restricting or terminating any User's right to use the Service, at BOXFAST's sole discretion and without prior notice or liability.

2.3 Charges:You are responsible for all charges associated with connecting to the Service and Third Party Websites.

2.4 Content:

You acknowledge that the Service contains information, software, photos, video, graphics, music, sounds or other material (collectively, "Content") that are protected by copyrights, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Content, in whole or in part. You may not upload, post, reproduce or distribute Content protected by copyright, or other proprietary right, without obtaining permission of the copyright owner. All other trademarks appearing on the Service are trademarks of their respective owners.

2.5 Responsibility:

BOXFAST claims no responsibility for the accuracy, content, or availability of information accessed or linked to through use of its Service. BOXFAST encourages its users to determine and abide by the restrictions the authors and providers of linked-to Web sites have placed upon use of the information contained in those Web sites.

2.6 Conduct of User:

You will not engage in any conduct that in the discretion of BOXFAST restricts or inhibits any other person from using or enjoying the Service. You agree to use the Service only for lawful purposes. You certify that you are an individual (e.g., not a corporation) and at least eighteen (18) years of age or have specific permission from a parent or legal guardian to use the Service. You are prohibited from posting on or transmitting through the Service any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law.

Client domain names and/or sites shall not contain any obscene, hate-related or violent content or text or contain any other material, products or services that (i) violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights, or (ii) would otherwise give rise to civil liability.

No Client site may place or display any unauthorized branding or attribution of any kind on such Client Site, including without limitation on any Landing Page, Search Results Page or framed in conjunction with any such pages, to indicate that any search engine is providing such Results or for other promotional purposes;

Domain Names & Intellectual Property Rights. Client shall not place within the BOXFAST Network or in any way through the Network a site to which it does not own all necessary Intellectual Property Rights, including, without limitation, trademark, service mark, and tradename rights. In the event that any such name is provided for use in the BOXFAST Network, and Company determines that adequate rights do not exist, in its sole discretion, then Company shall have the right to cancel any such names, and, in appropriate situations, in the sole discretion of Company, terminate Clients account and seek legal recourse against Client and any others involved.

2.7 Variation of Server: BOXFAST may elect to electronically monitor the Service for adherence to the Terms of Service and may disclose any Content, records or electronic communication of any kind:

1. To satisfy any law, regulation or authorized governmental request; 2. If such disclosure is necessary to operate the BOXFAST Service; or 3. To protect the rights or property of BOXFAST.com or its partners.

2.8 Rights of BOXFAST: BOXFAST reserves the right to prohibit conduct, communication or Content which it deems in its discretion to be harmful to individual users or other third-party rights, or to violate any applicable law. In addition to the foregoing, if Client fails to comply with the terms of these Terms and Conditions, Client will forfeit any unpaid earnings and Company may, in addition to any other rights, terminate the Agreement.

3. Disclaimer of warranty and limitation of liability.
3.1 BOXFAST's services are provided "as is," without warranty of any kind, either express or implied, including without limitation any warranty for information, services, uninterrupted access, or products provided through or in connection with the service, including without limitation any BOXFAST software licensed to you and the results obtained through the service. Specifically, BOXFAST disclaims any and all warranties, including without limitation:

1. Any warranties concerning the availability, accuracy or content of information, products or services; and
2. Any warranties of title or warranties of merchantability or fitness for a particular purpose. You agree that use of the service is entirely at your own risk.

3.2 THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT BOXFAST.COM IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

3.3 Neither BOXFAST nor any of its partners, agents, advertisers, publishers or content providers shall be liable for any direct, indirect, incidental, special or consequential damages arising out of use of the service or inability to gain access to or use the service or out of any breach of any warranty. You hereby acknowledge that the provisions of this section shall apply to all content on the service.

3.4 You agree to indemnify and hold BOXFAST, its partners, agents, advertisers, publishers and content partners harmless from any dispute, which may arise from a breach of terms of this agreement. You agree to hold BOXFAST.com harmless from any claims and expenses, including reasonable attorney's fees and court costs, related to customer's violation of this agreement, including the terms of service or any content placed on the service by you.

4. Representations & Warranties, Disclaimers.
4.1. Representations and Warranties of Client. Client represents and warrants that:

4.1.1. It has full power and authority to enter into the Agreement, and that its obligations under the Agreement shall be binding upon it without the requirement of the approval or consent of any other person or entity in connection herewith. Each person signing this Agreement on behalf of an entity represents and warrants that he has the full right, power, legal capacity and authority to sign this Agreement on behalf of such entity.

4.1.2. It owns all necessary Intellectual Property Rights, including, without limitation, trademark, service mark, and tradename rights, to the domain names identified in the Agreement.

4.1.3. Entering into and fulfilling the terms of the Agreement will not conflict with any other agreement to which Client is a party or by which Client or any of its properties or assets are bound.

4.1.4 Entering into and fulfilling the terms of the Agreement will not conflict with Intellectual Property Rights, including, without limitation, trademark, service mark, and tradename rights of any third parties.

4.2. Representations and Warranties of Company. Company represents and warrants that:

4.2.1. It has full power and authority to enter into the Agreement, and that its obligations under the Agreement shall be binding upon it without the requirement of the approval or consent of any other person or entity in connection herewith. Each person signing this Agreement on behalf of an entity represents and warrants that he has the full right, power, legal capacity and authority to sign this Agreement on behalf of such entity.

4.2.2. It owns all necessary Intellectual Property Rights, including, without limitation, trademark, service mark, and tradename rights, to the Network.

4.2.3. Entering into and fulfilling the terms of the Agreement will not conflict with any other agreement to Company is a party or by which Company or any of its properties or assets are bound.

4.3. Disclaimer of Liability:

THE PROGRAM, COMPANY, COMPANY AND THEIR AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, PARTNERS, SHAREHOLDERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS AND AGENTS (the "PROGRAM PARTIES") ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS). THE PROGRAM PARTIES MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PROGRAM REMAINS WITH CUSTOMER. THE PROGRAM PARTIES HAVE NOT MADE ANY REPRESENTATION AS TO THE POTENTIAL REVENUES TO BE REALIZED BY CUSTOMER AND NO REPRESENTATION OR PROJECTION SHALL BE INFERRED FROM THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROGRAM PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PROGRAM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF ANY PROGRAM PARTY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED FIVE DOLLARS ($5.00). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

6. Intellectual Property.

6.1. As between Company and Client, Company (or others it so designates in writing) shall own all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), relating to the Network (and any derivative works or enhancements thereof), including but not limited to, all software, technology, materials, guidelines, documentation, relating in any way to the Network.

6.2. For purposes of the Agreement, "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

6.3. Client shall not, and shall not allow any third party to: (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any intellectual property in any way related to the Network or Company; (ii) affix any unauthorized copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Network, or any other technology, software, materials and documentation related to the Network or Company; (iii) crawl, index or in any non-transitory manner store or cache information obtained from the Network; (iv) transfer, sell, lease, lend, disclose, or use for co-branding, timesharing, service bureau or other unauthorized purposes any aspect of the Network or access thereto; (v) directly or indirectly access, launch and/or activate the Network through or from any software application or means other than Client site; or (vi) engage in any action or practice that reflects poorly on Company, the Network or the vendors of the Company or otherwise disparages or devalues the reputation or goodwill of the same.

6.4. In addition to other disclaimers contained herein, Company hereby disclaims any implied warranty or covenant regarding the Intellectual Property Rights related to the Network Domains. Client hereby releases Company from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such Intellectual Property Rights related to the Network Domains.

7. Confidentiality

During the term of this Agreement and for one year after termination of this Agreement, Client agrees to safeguard and, except for the benefit of the Network or Company, not to disclose to anyone outside the Network any proprietary or confidential information acquired during this Agreement. Such information includes, without limitation, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds.

8. Modifications

Company reserves the right to change any of these terms and conditions at any time without prior notice. User is responsible for complying with any changes to the terms and conditions within ten (10) days of receipt of notice of the change.

9. Attorney Fees

In the event of any action, suit, or proceeding arising from or based upon this Agreement brought by either party hereto against the other, the prevailing party shall be entitled to recover from the other its reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding.

10. General.
10.1. Payment Disputes

Client understands and agrees to address any questions Client may have with any payment of Revenue under these provisions to Company within thirty (30) days of the date of such payment, in writing. Failure to notify Company within such period will constitute an acceptance of, and agreement with, the payment.

10.2. Prohibition of Assignment.

Client may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Network. Despite such consent, no assignment shall release the assignor of any its obligations or alter any of its primary obligations to be performed under the Agreement.

10.3. Miscellaneous.

10.3.1. This Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement.

10.3.2 Client understands and agrees that taxes will not be withheld or paid directly or indirectly by Company unless Company determines in its sole discretion that Company or its affiliates may be liable for any such taxes, in which case it shall withhold the estimated amount and notify Client of such withholding. Client understands and agrees that it is the responsibility of Client to pay all local, state, federal, and/or foreign taxes on income received from the Network. Client agrees to indemnify from and promptly reimburse through Company and its affiliates any claim or assessment of taxes by any foreign, United States, state, and/or local taxing authority, and any other costs and damages, arising from or in connection with the operation of this paragraph.

10.3.3. User is an independent contractor and in no way and under no circumstances that User should look to the Network for compensation and benefits as an employee.

10.3.4. If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, government regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's performance shall be excused.

10.3.5. This Agreement constitutes the final, complete, and exclusive statement of the terms of this Agreement between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.

10.3.6. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement.

10.3.7. If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected.

10.3.8. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

10.3.9. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties this Agreement.

10.3.10. Unless applicable law requires a different method of giving notice, any and all notices, demands or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if served personally or if deposited in the United States mail, certified or registered, postage prepaid or if transmitted by telegraph, telecopy or other electronic written transmission device. If such notice, demand or other communication is served personally, service shall be conclusively deemed made at the time of such personal service. If such notice, demand or other communication is given by mail, such shall be conclusively deemed given seventy-two (72) hours after the deposit thereof in the United States mail, or, if by telegraph or if by other carrier service, upon confirmation of delivery by the carrier, addressed to the party to whom such notice, demand or other communication is to be given at the address set forth on the signature page set forth herein below. Any party hereto may change its address for the purpose of receiving notices, demands and other communications as herein provided by a written notice given in the manner aforesaid to the other party or parties hereto.

11. Miscellaneous
11.1 Governing Law

This Agreement shall be construed and controlled by the laws of the State of California, USA. Further, the laws of the State of California will govern any dispute arising from the terms of this agreement or a breach of this Agreement. Client agrees to personal jurisdiction by the state and federal courts sitting in the State of California.

11.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral between BOXFAST representatives and you. BOXFAST may amend or modify this Agreement or impose new conditions at any time upon notice from BOXFAST to Client as published through the Service. Any use of the Service by you after such notice shall be deemed to constitute acceptance by you of such amendments, modifications or new conditions.

11.3 Independent Contractors

The parties are independent contractors. This Agreement shall not be construed to create a joint venture or partnership between the parties. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

11.4 Section Headings

The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this agreement.

Version August 20, 2010