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Advertising Service Terms & Conditions

INTRODUCTION: Interchange Corporation ("Interchange") provides Advertisers access to ePilot (as defined below), as available through the ePilot Search Distribution Network (as defined below), subject to Agency's and Advertiser's compliance with the terms and conditions below (the "Terms and Conditions"). Please read these Terms and Conditions carefully. By enrolling as an "Advertiser," you agree to be bound by these Terms and Conditions and the terms and conditions of any Insertion Order that you complete (either online as part of the Online Sign-Up form, or offline, when enrolling as an Advertiser, each an "Insertion Order"), including all payment terms (collectively with these Terms and Conditions, the "Agreement"). In this Agreement, "you" and "your" refers to the Agency and Advertiser. To the extent an Advertiser is contracting directly with Interchange without use of an agency, all references herein to "Agency and Advertiser" or to "Agency" shall be deemed to refer solely to "Advertiser".

USE: Use of the ePilot Web site is the process by which users search for a desired subject and Agencies and Advertisers bid for placement of Advertisers' search listing in the search results, subject to Interchange's ePilot policies, for search terms ("keywords") corresponding to the desired subject. ePilot takes the ongoing results of the bids for placement and produces search listings that are made available in connection with the ePilot Search Distribution Network, where the "ePilot" and the "ePilot Search Distribution Network" are defined as ePilot's branded Web site at www.ePilot.com and various authorized third parties who may be authorized to make ePilot advertiser results available as a link from, an add-on service to, or otherwise in connection with Web sites and/or applications (such web sites or applications are a "Third Party Product") that they control. Search listings may or may not be placed in ePilot's search engine service as you indicate in your Insertion Order. Interchange does not guarantee that Advertiser's search listings will be available through any part of the ePilot Search Distribution Network, and you understand that Interchange reserves the right to not place Advertiser's search listing, and/or discontinue placement of Advertiser's search listings on any site or application within the ePilot Search Distribution Network. A search listing, for purposes of this Agreement, may include, at Interchange's discretion, text and/or graphics, and is subject to Interchange's approval and the terms of this Agreement. A search listing that appears as part of the ePilot Search Distribution Network may (or may not) include, in the case of the search engine service, a search title and search description. In all cases information must be submitted in the form requested by Interchange.

Advertising traffic may not be redirected to a paid search listings page.

PAYMENT: You agree to pay Interchange all applicable charges to your account in United States dollars, in accordance with the terms of the program and/or any payment plan set forth on the applicable Insertion Order, if any, including, if any, all applicable taxes, in accordance with billing terms in effect at the time the fee becomes payable. You understand and agree that you will be charged for all clicks on your search listings, (no matter whether a click occurred on ePilot's web site or a Third Party Product within the ePilot Search Distribution Network), and that such charges will be based on the number of clicks on all your search listings, multiplied by the amount you have bid for each such search listing. The first 30 days after each deposit is considered a "grace period" for ePilot to provide proper support and help build your campaign, and as such, your account is ineligible for a refund during this time. After the 30-day grace period, all unused portion of your deposit is refundable, minus a $25 service fee. After 90 days from each deposit, the amount becomes 'locked in' and is nonrefundable.

If you have chosen a payment plan that provides for a fixed maximum payment per month, you understand and agree that if the number of clicks on your search listings, multiplied by the amount you have bid on those search listings, exceeds your monthly maximum payment, then your search listings will be removed from ePilot for the remainder of that month. You may pay Interchange by credit card, charge card, debit card, check or wire transfer. You agree and represent that all information you provide for the purpose of enrolling as an Advertiser will be accurate, complete and current. Your right to access your ePilot account with Interchange is subject to any limits established by Interchange, its contractors, or by your credit/charge/debit card issuer. If payment cannot be charged to your credit/charge/debit card, for whatever reason, or if there is a chargeback for any reason, or if you exceed your monthly maximum payment, Interchange reserves the right to either suspend or terminate your ePilot account with Interchange. Suspension or termination includes but is not limited to, removal of your search listings from the ePilot Search Distribution Network.

MINIMUM MONTHLY CHARGE: Each advertiser account (active for 90 days or more) must generate a minimum clickthrough revenue of at least $10 per month. Each advertiser's account is subject to a monthly service charge, up to $10, if clickthrough revenue does not equal $10 for the prior calendar month. Actual service charge deductions will take place on a monthly basis. Advertiser accounts that have not been active for at least 90 days, or accounts that generate at least $10 each month in clickthrough revenue, will not be affected and will not receive any additional charges.

AUTOREPLENISHMENT: By signing up for autoreplenishment, you authorize Interchange to automatically charge your credit card for the amount specified on the enrollment form whenever your account has less than the amount of designated funds available. You understand that you will receive email notification after each transaction to notify you that your account has been replenished. Such charges will appear on your monthly credit card statement. Interchange reserves the right to terminate this payment plan and/or your participation therein at any time. You also understand that at any time, you may elect to discontinue your enrollment in this plan by providing written notice to Interchange. Unless you discontinue your enrollment in this plan or set an expiration date, this authorization is valid until the termination of this Agreement with Interchange or until your credit card expires

PAYMENT PLANS: By enrolling in a payment plan, you authorize Interchange to automatically charge your credit card each month up to the maximum amount you specified to your account manager. You agree that the amount charged to your credit card shall be equivalent to your monthly budget less any credits remaining from the prior month. You understand that you will receive email notification from ePilot or Interchange at the beginning of each month to notify you of the amount your credit card has been charged to replenish your account. Such charges will appear on your monthly credit card statement. You understand that your ePilot account may be suspended for the remainder of the month in which your account exceeds your budget amount. Interchange reserves the right to terminate this payment plan and/or your participation therein at any time. You also understand that at any time, you may elect to discontinue your enrollment in this plan by providing prior notice to Interchange in accordance with this Agreement. Unless you discontinue your enrollment in this plan, you understand that this authorization is valid until the termination of this agreement with ePilot or until your credit card expires.

INVOICES: The initial invoice will be sent upon completion of the first month's deliver or within 30 days of completion of the Insertion Order, whichever is earlier. Invoices will be sent to Agency's or Advertiser's billing address, as set forth on the Insertion Order, and will include information reasonably specified by Agency, such as the Insertion Order number, Advertiser name, brand name or campaign name, and such other information as is stated on the Insertion Order. All invoices delivered pursuant to an Insertion Order must be received within 180 days of removal by ePilot of Advertiser's search listing on the ePilot Search Distribution Network. Failure of Interchange to send such invoice or make such request shall be considered a waiver of right to payment for placement of search listings for which no invoice was sent.

ePilot shall provide invoices accompanied by proof of clickthroughs for the invoiced period, which may include access to online or electronic reporting as set forth herein.

INSERTION ORDERS AND OVERDUE PAYMENTS: Interchange reserves the right to suspend any Advertiser's account for Insertion Order agreements that are over thirty (30) days past due. Interchange may also impose a late payment finance charge equal to one percent (1%) for every thirty (30) days an Insertion Order is past due. Interchange may notify Agency that it has not received payment in such 30-day period and whether it intends to seek payment directly from Advertiser pursuant to these Terms and Conditions, and may do so 5 business days after providing such notice.

PAYMENT AND PAYMENT LIABILITY: Unless otherwise set forth on the Insertion Order, Interchange agrees to hold Agency liable for payments solely to the extent proceeds have cleared from Advertiser to Agency for search listings placed in accordance with the Insertion Order. For sums not cleared to Agency, Interchange agrees to hold Advertiser solely liable. Interchange understands that Advertiser is Agency's disclosed principal and Agency, as agent, has no obligations relating to such payments, either joint or several, except as specifically set forth in this Agreement. Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis. Agency's credit is established on a client-by-client basis. If Advertiser proceeds have not cleared for the Insertion Order, other Advertisers from the representing Agency shall not be prohibited from advertising on the ePilot Search Distribution Network due to such nonclearance if such other Advertisers' credit is not in question. Upon the request of Interchange, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the Insertion Order. If Advertiser's or Agency's credit is or becomes impaired, and Advertiser or Agency has not previously enrolled in an advance payment plan, Interchange may require payment in advance.

REPORTING: Interchange shall, within two business days of the start date on the Insertion Order, provide confirmation to Agency or Advertiser, either electronically or in writing, whether the components of the Insertion Order have begun delivery.

Interchange shall make reporting available at least as often as weekly, either electronically or in writing, unless otherwise specified in the Insertion Order. Reports must be broken out by day and summarized by number of clickthroughs. Once Interchange has provided the online or electronic report, it agrees that Agency and Advertiser are entitled to reasonably rely on it, subject to receipt of the invoice for such period.

In the event that Interchange learns that it has delivered an incomplete or inaccurate report or no report at all, Interchange must cure such failure within 5 business days. Failure to cure may result in nonpayment for all activity for which data are incomplete or missing, until Interchange delivers reasonable evidence of performance and such report must be delivered within 30 days of ePilot 's learning of such failure or absent such knowledge, within 180 days of the removal of Advertiser's search listings from the ePilot Search Distribution Network.

Advertiser shall be responsible for payment on all clickthroughs on Advertiser's search listing, and Interchange makes no representation or warranty as to the motivation of any user clicking on Advertiser's search listing; provided, however, that if Agency or Advertiser reasonably believes that any clickthroughs are fraudulent in nature, i.e., that a user has used any robot, spider, script or other software, then Agency and Advertiser shall have thirty (30) days from receipt of the report related to such clickthroughs to object to payment thereon. If Agency or Advertiser has not objected to any report within such 30-day period, Agency and Advertiser shall be deemed to have accepted the accuracy of such report and shall make payment thereon in accordance with the terms of this Agreement.

FORCE MAJEURE: Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes.

If Agency's or Advertiser's ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Agency's or Advertiser's reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Agency or Advertiser, as applicable, shall make every reasonable effort to make payments on a timely basis to ePilot, but any delays caused by such condition shall be excused for the duration of such condition. Subject to the foregoing, such excuse for delay shall not in any way relieve Agency or Advertiser from any of its obligations as to the amount of money that would have been due and paid without such condition.

ADVERTISER'S RIGHTS AND RESPONSIBILITIES: (a) Advertiser Submissions: You may submit your material for your search listing either by email; file transfer protocol; telephone; fax; U.S. Mail; or, for search listings for the ePilot search engine only, at the Online Sign-Up form located at http://adcenter.epilot.com/advertiser/listing/editlisting.asp?newuser=true or, if you are modifying or adding a search listing, http://adcenter.epilot.com/advertiser/listing/selectlisting.asp. It is your responsibility to submit materials for your search listing in accordance with ePilot's then existing advertising criteria or specifications (including content limitations, technical specifications, privacy policies, user experience policies, community standards regarding obscenity or indecency, other editorial or advertising policies, and material due dates) (collectively "Policies"). Interchange reserves the right to reject or remove any search listing at its discretion. You represent and warrant that all information, in the search listing itself or through the Web site to which the search listing links, (i) does not violate any law or regulation; (ii) does not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right or other right of any third party; (iii) does not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (iv) is not false or misleading; and/or (v) is neither defamatory, libelous, slanderous or threatening. (b) ePilot Suggestions: Interchange reserves the right to edit or refuse any search listing at its discretion at any time. From time to time, (or as part of a particular program) ePilot may provide suggestions to you for search terms, title and/or descriptions or for any other element of a search listing but the final decision to authorize any suggestion is yours. Ideas provided by ePilot are only suggestions. It is your responsibility to determine whether such suggested terms comply with the requirements of the Advertiser Submissions section above. By using a search term, search title, search description and/or search listing that may have been suggested by ePilot, you represent and warrant that such search term, search title, search description and/or search listing is in compliance with the Advertiser Submissions Section above and with this Agreement. ePilot will not edit or modify the submitted search listing in any way without Agency approval. Interchange and ePilot, on one hand, and Agency and Advertiser, on the other hand, will not use the other's trade name, trademarks, logos or advertisements in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms and Conditions or an Insertion Order without the other's prior written consent.

YOUR SITE: Advertiser hereby acknowledges that Interchange is not responsible for the maintenance of Advertiser's Web site(s) nor is Interchange responsible for order entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on Advertiser's Web site(s), and Advertiser is solely responsible for all goods and services offered, distributed or sold by it and shall be solely responsible for all billing, shipping and fulfillment thereof, returns and customer service and the payment of all sales, use, excise and other taxes imposed with respect to the sale of such goods and services. Advertiser agrees to implement adequate security protections to ensure the privacy of user information and Advertiser agrees not to disclose such user information to any third party or use such information in any way except for the fulfillment of the user's order or as otherwise expressly authorized by users after full disclosure of the intended use of such information.. You must update your search listings if any information is not a current and accurate description of information available on your Web site. You further acknowledge that your site does not contain any ePilot owned or licensed content, including but not limited to, any ePilot search listings, except pursuant to a separate signed search distribution agreement with ePilot. REPRESENTATIONS AND WARRANTIES: You represent and warrant that you have sufficient authority to enter into this Agreement. You represent and warrant that each of your search listings meets the standards and requirements of the Advertiser Rights and Responsibilities section above.

INDEMNIFICATION: You hereby agree to indemnify and hold harmless Interchange Corporation, ePilot, their respective affiliates, information providers, licensors, licensees, consultants, contractors, agents, attorneys and employees from any and all liabilities, costs and expenses, including, without limitation, reasonable attorney's fees (collectively, "Losses"), that may arise from (i) your use of the ePilot or other ePilot Web sites, (ii) the business, goods, or services of the Advertiser, (iii) Advertiser's Web site, and (iv) Advertiser's breach of the terms of this Agreement, including, without limitation, the breach of any representation or warranty contained herein. You agree to be solely responsible for defending any claim, and for payment of damages or losses resulting from the foregoing to both a third party and ePilot. ePilot reserves the right to terminate or suspend the account of any advertiser that may violate any of the terms in this Agreement. Agency represents and warrants that it has the authority as agent to Advertiser to bind Advertiser to these Terms and Conditions and each Insertion Order. Agency agrees to defend, indemnify and hold harmless Interchange Corporation, ePilot, their respective affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of Agency's alleged breach of the foregoing sentence.

WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY: You expressly agree that your use of ePilot is at your own risk. ePilot is available on an "as is" basis, without warranty of any kind, express or implied. Neither Interchange, ePilot nor any of their respective information providers, licensors, licensees, employees, agents, attorneys, consultants or contractors, or entities within the ePilot Search Distribution network makes any warranty or representation whatsoever regarding ePilot, the success of your search listing as measured in any way, any information, services or products provided or available through or in connection with ePilot or any results obtained through the use thereof. Interchange hereby disclaims on behalf of itself and all information providers, licensors, licensees, contractors, consultants, agents entities within the ePilot search distribution network, attorneys and/or employees of it any and all warranties including, without limitation (1) any warranties as to the availability, accuracy or content of ePilot and/or information, products or services available through ePilot ; and (2) any warranties of title or warranties of merchantability or fitness for a particular purpose. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This limited warranty gives you specific legal rights, and you may also have other rights, which vary from state to state. Any liability of Interchange Corporation, its information providers, licensors, licensees, employees, agents, consultants, entities within the ePilot search distribution network, attorneys or contractors, including, without limitation, any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, defect, failure of delivery of merchandise, delay in operation or transmission, computer virus, communications line failure, theft or destruction or unauthorized access to, alteration of, or unlawful use of records, whether for breach of contract, tortious behavior, negligence, or under any other cause of action, shall be strictly limited to the amount already paid by you to Interchange for placement of search listings on ePilot in the prior six month period. In no event shall Interchange Corporation, ePilot, their respective affiliates, information providers, licensors, licensees, employees, entities within the ePilot distribution network, agents, consultants, attorneys or contractors, be liable for any indirect, special, incidental, or consequential damages, arising out of this Agreement, the use or inability to use ePilot and/or the sites linked to or from ePilot or for any breach of warranty. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. You agree that you will not hold Interchange or ePilot responsible for the selection or retention of, or any acts, errors, or omissions by, any third party in connection with ePilot and/or sites linked to from ePilot, including, without limitation, those with whom Interchange contracts to operate various portions of ePilot and those to whom Interchange or ePilot provides links to for content, advertising or any other type of data or information.

MINIMUM BID PRICE ON EPILOT: The minimum bid for a listing to appear on ePilot is typically $0.01 per keyword. The minimum bid price for a listing to appear may be exceeded if the top forty ePilot advertisers each have a bid price greater than $0.01. Due to ePilot's top forty infrastructure, the minimum bid may vary slightly due to the rise and fall of the lowest bid price within this collective group.

MINIMUM BID PRICE ON EPILOT SDN: The minimum bid for a listing to be distributed throughout ePilot's Search Distribution Network is $0.07. An advertiser's listings may be distributed to certain designated partner sites for less than this amount, but $0.07 is the minimum to ensure universal distribution.

CANCELLATION OR TERMINATION: If you are dissatisfied with ePilot or with any of the terms and conditions contained herein, your sole and exclusive remedy is to terminate your account. You may cancel your participation in the ePilot at any time by logging into our member center or contacting your account manager. Interchange reserves the right to terminate your ePilot account and remove your search listing at any time.

REFUNDS: If you decide to terminate your account, you must provide Interchange with prior written notice (email notification is satisfactory). Your funds will remain in your account for 30 days from your deposit date prior to becoming eligible for a refund. This will give ePilot the time and opportunity to provide you with ample support to help you build an effective campaign. After 30 days has elapsed, you will be eligible to receive a full refund for any amount not yet charged to your account, less a $25 service fee. After 90 days from the date you make a deposit, that amount becomes non-refundable. This amount will remain 'uncharged' until actual clickthroughs are generated to your account. PLEASE SEE THE SECTION ENTITLED "PAYMENT" FOR MORE INFORMATION. If you became an ePilot advertiser through an affiliate partner (i.e. by responding to a banner or text link on a third party site), you will receive a full refund less the $25 service fee or 10% of your initial deposit, whichever is greater.

SDN PROMOTIONAL CREDIT CONVERSION: Some advertisers may choose to convert their ePilot promotional credit into SDN credit to allow their search results to be distributed throughout ePilot's entire Search Distribution Network. In order to receive SDN promotional credit, an advertiser must renew their previous deposit. Once this is done, you may convert your ePilot credit to SDN credit at a ration of 10:1. i.e. $100 promo = $10 SDN. As with actual funds, keyword bids for SDN promotional credit will have to maintain a bid price of at least $0.07 to be distributed to all partners.

USE OF EPILOT SUBMISSIONS: By submitting material to ePilot (including information for a search listing) you are irrevocably granting ePilot, its licensees, and any entities in the ePilot Search Distribution Network, the right to use all parts of the material, without limitation, as if it were in the public domain, including modifying it or using it commercially and authorizing others to do so. Proprietary information including an advertiser's financial data, personal account status, contact information, and related material will be strictly protected and kept entirely confidential from any third party.

NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS: (a) Any marked confidential information and proprietary data provided by one party, including the search listing description, and the bid price, set forth in the Insertion Order, shall be deemed "Confidential Information" of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.

(b) For purposes of this Section, Agency and Advertiser shall be considered one party. Notwithstanding anything contained herein to the contrary, the term "Confidential Information" shall not include information which: (i) was previously known to a party; (ii) was or becomes generally available to the public through no fault of the receiving party ("Recipient"); (iii) was rightfully in Recipient's possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party ("Discloser"); (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.

(c) Any personally identifiable information provided by individual Web users who are informed that such information is being gathered solely on behalf of Advertiser pursuant to the Advertiser's posted privacy policy is the property of Advertiser, is subject to the Advertiser's posted privacy policy, and is considered Confidential Information. Any other use of such information must be set forth in the Insertion Order signed by both parties.

(d) ePilot, Agency, and Advertiser shall post on their respective Web sites their privacy policies and adhere to their privacy policies, which abide by the applicable laws. Failure by ePilot, on one hand, or Agency or Advertiser, on the other, to continue to post a privacy policy or nonadherence to its own privacy policy is grounds for immediate cancellation of the Insertion Order by the other parties.

(e) Agency, Advertiser and Interchange will comply with at all times, all applicable federal, state and local law, ordinances, regulations and codes which are relevant to their performance of their respective obligations under this Agreement.

Affiliate Partnerships Terms & Conditions

SEARCH DISTRIBUTION NETWORK AFFILIATES: Fraudulent activity will not be tolerated. Your traffic must be relative and proportionately equal to the rest of our partners' traffic to remain an active partner, otherwise your account will be terminated and your balance forfeited. ePilot possesses a sophisticated Fraud Protection Program and any partner who demonstrates any illicit activity will be promptly removed. Any traffic suspected to be illegitimate or of suspicious nature will be reviewed and compensated only at the discretion of ePilot.

TRAFFIC ORIGIN: Affiliates will only be compensated for clickthroughs that originate from users within the United States or Canada.

REPORTING: All payments will be made based on clickthroughs reported and revenue generated as determined by Interchange's reporting system. In the event Partner recognizes a discrepancy in the clickthroughs and or revenue generated Partner has 30 days from receipt of payment to notify Interchange of the discrepancy.

Additional Terms

REPRESENTATIONS AND WARRANTIES: Interchange represents and warrants that it has all necessary permits, licenses, and clearances to sell the inventory represented in the Insertion Order subject to the terms and conditions of this Agreement, including any applicable Policies. Advertiser represents and warrants that Advertiser has all necessary licenses and clearances to use the content contained in its search listings.

ASSIGNMENT: Neither Agency nor Advertiser may resell, assign or transfer any of its rights or obligations hereunder, and any attempt to resell, assign or transfer such rights or obligations without Interchange's prior written approval will be null and void. All terms and provisions of these Terms and Conditions and each Insertion Order will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns.

TRADEMARK INFRINGEMENT: ePilot recognizes the value of your service and trade marks. If an advertiser is placing keyword bids that violate your service or trade marks, you are encouraged to report it to clientservices@ePilot.com (irrespective of whether or not you are an existing ePilot advertiser). Although neither Interchange nor ePilot can be held responsible for service and trade mark infringements, we will take action when an infringement is brought to our attention. ePilot urges all advertisers to be proactive and report such infringements to us. We may ask you for evidence of ownership of a service or trade mark. In the event that an infringement is shown to our satisfaction, ePilot will remove all other third party bids from that keyword/s (or keyword combination/s). You represent and warrant to Interchange that you hold the rights to use all content, including trademarks and service marks, contained in your search listings, and that none of the content in your search listing(s) does or will infringe or violate in any manner the trademark or service mark of any third party. You hereby agree to indemnify and hold harmless Interchange Corporation, ePilot, their respective affiliates, information providers, licensors, licensees, consultants, contractors, agents, attorneys and employees from any and all Losses arising out of your breach of the foregoing sentence. You further acknowledge and agree that in the event a third party alleges infringement of its rights by you, Interchange has the right to remove the infringing search listing(s).

NOTICES: ePilot may give general notices to you by posting on www.ePilot.com or any one of ePilot's Web sites, if possible, by electronic mail to your email address. Any notices to be sent to Interchange with respect to your ePilot account shall be sent to Client Services at clientservices@epilot.com.

CHOICE OF LAW: In the event of any inconsistency between the terms of an Insertion Order and these Terms and Conditions, the terms of the Insertion Order shall prevail. All Insertion Orders shall be governed by the laws of the State of California. The parties agree that any claims, legal proceeding or litigation arising in connection with the Insertion Order (including these Terms and Conditions) will be brought solely in Laguna Hills or Orange County, California, and the parties consent to the jurisdiction of such courts.

OTHER: 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 you and ePilot. ePilot may change this Agreement at any time upon notice published on ePilot or any one of ePilot's Web sites or by email notification to you. Any use of ePilot or any of ePilot's Sites after such notice shall be deemed to be continued acceptance of this Agreement including its amendments and modifications. ePilot reserves the right to discontinue service at any time.