Terms of Service
TERMS AND CONDITIONS
INNUITY INTERNET ADVERTISING
PLEASE READ THE TERMS AND CONDITIONS BELOW. BY CLICKING ON THE "PLACE ORDER" BUTTON, YOU AGREE THAT THEY WILL GOVERN THE PARTIES' OBLIGATIONS REGARDING THE ADVERTISING AND OTHER ITEMS DESCRIBED IN YOUR ONLINE ORDER. YOU MAY PRINT AND KEEP A COPY OF THESE TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS DOES NOT OBLIGATE INNUITY, INC. ("PUBLISHER") TO PUBLISH ANY ADVERTISING. PUBLISHER MAY REJECT YOUR APPLICATION, IN WHOLE OR IN PART, FOR ANY REASON.
SECTION 1 - APPLICATION FOR ADVERTISING
By my submission of my online order and acceptance of these terms and conditions by clicking "Place Order,", I am requesting Publisher to publish advertising ("Electronic Advertising") in services published on various electronic media, including, without limitation, Publisher's website ("Electronic Directory" or "Directory"). Electronic Advertising also includes websites or other items identified on this Application, whether or not linked to the Electronic Directory. The "Date of the Application" is the date I clicked to place the order for these terms and conditions and submitted my order in connection with these terms and conditions (or, if these events occurred on two different dates, the later of the two dates). The "Application" consists of my order together with these terms and conditions. "I" or "Advertiser" means the person who is the subject of the advertising described in this Application or a representative thereof. I may be an individual, corporation or other entity or organization.
SECTION 2 - PUBLISHER NOT BOUND TO PUBLISH
I understand that this Application is not an agreement by Publisher to publish my advertising and Publisher may choose not to publish my advertising. Publisher may also choose not to publish any Directory or portions thereof. I understand that Publisher will be bound by this Application only if and when Publisher publishes my advertising, and that such publication will evidence Publisher's agreement to publish my advertising on the terms set forth in this Application (but only as to the advertising published, and not as to any advertising listed on this Application but not published or as to advertising in succeeding submissions that is not published). If Publisher does not publish my advertising in at least one location, it will refund any money I previously paid for the advertising and will have no further obligation to me, and I will have no further obligation to Publisher.
SECTION 3 - PAYMENT FOR ADVERTISING
(a) Late Charges. In the event of non-credit card billing, I will pay all bills for advertising in full, without setoff, by the due date on the bill. Interest will accrue on all amounts not paid by the due date on the bill at a rate of interest equal to the lesser of (i) 18% per annum, or (ii) the highest applicable lawful rate of interest. In addition, if I do not pay any bill within 30 days of the due date on the bill, Publisher may require me to pay immediately all unpaid amounts I owe and will owe for all of my advertising in all Directories for the entire remainder of the term with regard to any Electronic Directories. Publisher may require me to pay any collection costs and attorney's fees incurred by Publisher. Publisher also may remove my advertising from any Electronic Directory that has not been published.
(b) Credit Approval. I authorize Publisher to contact from time to time such third parties as Publisher may deem appropriate (including without limitation, any of Advertiser's banks, creditors and any credit reporting agency) for the purpose of verifying any information provided by Advertiser in connection with this Application and obtaining credit information regarding Advertiser.
(c) Restrictive Covenants and Conditional Endorsements. The acceptance of any payment or instrument marked with any restrictive covenant or other limited or conditional endorsement will not be deemed a waiver of any of Publisher's rights under this Application.
(d) Billing Party. Bills for advertising may be submitted by Publisher, by an Affiliate of Publisher, or by an unrelated party. I understand my obligations to Publisher, as they may arise throughout the period covered by this Application, will not be enlarged or reduced as a result of any act, or failure to act, by Publisher with respect to billing or by any other billing party pursuant to the terms of its agreement with Publisher pertaining to the submission of bills on behalf of Publisher.
(e) Payment by Credit Card. If I am paying with a credit card, if there are any annual, monthly, or similar periodic charges for any advertising, the charges for such advertising will be billed automatically to my credit card at the start of the annual, monthly, or similar periods. All charges for advertising to be paid by credit card will be billed to the credit card designated during the application process for such advertising. If I wish to designate a different credit card, or if there is a change in the availability or expiration date of the designated credit card, or if I believe someone has accessed Publisher's web site using my user name and password, I must call Publisher at the telephone number posted in the "Contact Us" section of Publisher's LeadConnect.Innuity.com web site. All advertising payments are non-refundable except as expressly set forth herein. Advertiser, and not Publisher, is responsible for paying any amounts billed to Advertiser's credit card by a third party, which were not authorized by Advertiser.
SECTION 4 - ADVERTISING CONTENT
(a) Advertising Copy. "Advertising Copy" means all Advertiser Copy (hereinafter defined) and other content that I provide to Publisher or that is otherwise included in my on-line business profile, including without limitation content that I authorize or request Publisher to include, or that is submitted on-line by me or any person(s) using my password(s) ("Password User(s)"). Publisher has the right to approve the content, form, size, wording, typography and illustrations of the Advertising Copy. Publisher may change each name, street address, Internet address and telephone number(s) or any other content in the Advertising Copy to conform to Publisher's standards, practices and policies or to the policies of InterNIC and any third parties upon whose site or network the Advertising Copy may be published by or through Publisher.
(b) Right to Use Advertiser Copy. I represent and warrant that I have the absolute and unrestricted right and authority to use, publish, reproduce, distribute, display publicly, promote, perform, resize, rearrange, modify and create derivative works from any and all content, including all text, graphics, illustrations, symbols, logos, names, addresses, trade names, trademarks, service marks, pictures, photographs or other likenesses of persons (including minor persons), and endorsements provided by me or by a third party on my behalf ("Advertiser Copy") in any medium and in (or in connection with) any listing or advertisement published under this Application in the way it is used in any such listing or advertisement (or in connection with such listing or advertisement) without the consent or authorization of any other person or entity. I also represent and warrant that (i) I have the right to provide the Advertiser Copy to Publisher and the right and authority to grant Publisher the additional rights afforded by these terms and conditions (including without limitation Sections 4(f) and 40(b) below) without the consent or authorization of any other person or entity; and (ii) the exercise of any such rights, licenses, or authorizations by Publisher or its sub-licensees will not infringe any copyright or other intellectual property right or right of publicity or privacy rights of any other person or entity. If my right and authority to use any Advertiser Copy, or any portion of any Advertiser Copy, changes or any proceedings contesting that right and authority are initiated, I will notify Publisher promptly in writing. I agree that I am solely responsible for the enforcement and protection of any of my intellectual property included in (or in connection with) my advertising.
(c) Advertiser's Representations. I represent and warrant that (i) the statements contained in the Advertising Copy are truthful and not misleading; (ii) I am authorized to provide the services and products advertised; (iii) the Advertising Copy complies with all applicable laws and regulations; (iv) I have all of the applicable licenses and permits required to provide the goods and services I am advertising (or offering or selling in connection with my Electronic Advertising) in all of the geographic areas covered by the Directory and to advertise under all of the headings under which I am seeking to place my advertising; and (v) I will notify Publisher immediately if I become aware of any facts or circumstances indicating that any of my representations in this Section are, or become, untrue.
(d) Publisher's Rights in Advertising Copy. If Publisher creates or supplies any Advertising Copy for me, I agree that: (i) I am responsible for the content, but that Publisher retains all rights in and/or ownership of any such Advertising Copy and I will not have any right therein except as expressly set forth in this Application; (ii) Publisher reserves the right to supply such Advertising Copy to other advertisers; (iii) I have no right to use advertising developed with content created or supplied by Publisher except in connection with this Application; and (iv) I will not have the right to allow others to use such advertising or any such content. I waive any and all rights of attribution and integrity and other statutory and common law rights of every kind relating to any Advertising Copy. It is my responsibility to review and request changes to any Advertising Copy created or supplied by Publisher.
(e) Appearance. I acknowledge that my published advertising may be of a lower quality or otherwise differ from the original Advertiser Copy or from electronic representations supplied by Publisher in clarity, color, contrast, focus, size and other features. Publisher has advised me against the use of Advertiser Copy that is unclear, low contrast or otherwise substandard, and I release Publisher from any liability for advertising of inferior quality produced from substandard Advertiser Copy. I acknowledge that the size, color, font, highlighting and arrangement of listing items in Electronic Advertising may be adjusted from that appearing in any sales collateral or copy sheet and from web page to web page, and that the associated listing's enhancements may be omitted (e.g., the listing may appear as a basic listing) as a result of a distribution affiliate's or user's applicable hardware, software or system limitations or browser settings or the manner in which the listing is transferred to any third party prior to its display to the user.
(f) Multi-Media Distribution. I grant Publisher the absolute, non-exclusive, irrevocable, royalty-free, unrestricted right, license and authority to: (i) use, reproduce, publish, publicly perform, display, distribute and prepare derivative works based upon any Advertising Copy, and any changes thereto that I or my Password Users or other agents provide to Publisher hereunder, or that Publisher or its agents may otherwise develop or use hereunder, in whole or in part, in such manner, format, and media as Publisher may deem appropriate and for such purposes as it may see fit, subject to applicable law (including without limitation, microfiche, CD-ROM, print and Internet-based information services owned or operated by Publisher, or which are otherwise powered by any such information service, and during the term of this Application and for as long as any such materials remain in circulation), which right, license and authority will be perpetual as to any business name, address, phone number and other basic listing information included in any Advertising Copy; and (ii) grant third parties the right, sublicense and authority to exercise all or any portion of the rights afforded Publisher in this Section 4, and to further sublicense these rights, subject to such terms and conditions as Publisher may deem appropriate. Publisher, its sub-licensees, and their sub-licensees may use any means of communications or transmission in their exercise of any of the rights and licenses granted above, without limitation.
(g) Advertiser's Obligation to Verify Information. I understand that it is my obligation to verify that the information provided to Publisher on this Application correctly matches the information on file with my telephone company relating to my business telephone service account by contacting the local customer service department of my telephone company.
(h) Advertising Including Information on Pricing and Promotions. I agree that, in addition to otherwise complying with all policies, specifications and standards issued by Publisher with respect to pricing and/or discount percentage advertising, I will honor the prices or discount percentages quoted in my Electronic Advertising (and on-line changes thereto) until it is removed from the Electronic Directory or until a published expiration date, whichever occurs first. Advertisers are encouraged to include expiration dates in any advertising that includes this type of information.
SECTION 5 - LOCATION OF ADVERTISEMENTS AND HEADINGS
I understand that:
- Publisher will determine all headings that will appear in the Directory and has the right to approve or reject my selection of a heading.
- Publisher does not guarantee that my advertising, or the advertising of any other advertiser, will appear under a specific heading or position within a heading in any Electronic Directory.
- Publisher does not guarantee that my advertising, or the advertising of any other advertiser, will appear at any specific place, position, or location on the electronic directory page(s) or directory listings for the world wide web ("www"), or at a specific url address on the internet, or at a specific location within any other Electronic Directory, or that the url or keywords of any advertising will be placed with any particular search engine.
- Headings are included for the user's convenience, and Publisher does not warrant or guarantee that each advertiser under a given heading provides the service or product described in that heading or conforms to all applicable legal or regulatory requirements for providing that product or service.
- Publisher's policies, practices, and procedures regarding the placement, position, or location of advertisements and headings are solely for Publisher's internal business purposes, and Publisher will not be liable to me for any deviation from such policies, practices, or procedures.
SECTION 6 - LIMITATION OF LIABILITY
I understand that, except for my obligations to pay Publisher's damages under Section 10 and any additional obligations in any addendum hereto: (1) the total amount of damages that Publisher may recover from me related to this Application will not exceed the sum of the charges owed for the items of advertising at issue, plus late charges and other costs payable under Section 3; and (2) Publisher agrees to waive any claim for damages to the extent such damages exceed this amount. I agree: (1) that the total amount of damages that I may recover from Publisher related to this Application will not exceed the lesser of (a) the amount (as determined by Publisher) by which the value of the item of advertising at issue was decreased or (b) the sum of the charges I have paid for the items of advertising at issue (the lesser amount being referred to as the "Liability Cap"); and (2) to waive any claim for damages to the extent such damages exceed the Liability Cap. Publisher will have no liability for any error, omission, or default with regard to items for which no charge is assessed. The limitation of liability in this Section 6 will apply to the full extent permitted by law. Further, it will apply to any claim that I may have against Publisher, any Affiliate or agent of Publisher, any party that provides fulfillment or other services related to this Application, or any "Third Party Distribution Contractors." "Affiliate" means Innuity, Inc., any of its subsidiaries and/or any of its affiliates. "Third Party Distribution Contractors" means third parties for whom Publisher provides a co-branded or private-label directory or through whom Publisher otherwise provides its directory services. The claims covered by this limitation of liability include, but are not limited to: any claims based on contract violations, torts (such as negligence or strict liability) or any other legal or equitable ground; any claims for lost business revenues, profits or the cost of other forms of advertising; any claims based on any error or omission in my advertising; and any claims based on inaccessibility, interruptions, delays, defects, deletion of files or email, viruses or any failure of performance of Publisher.
In no event will Publisher, any Affiliate or agent of Publisher, or any Third Party Distribution Contractor, be required to correct, or to give any special notice regarding, any error or omission in any Directory.
If I do not desire to be bound by the Liability Cap, I understand that I can increase the Liability Cap with regard to paid advertising by agreeing to pay additional charges, which will be determined by mutual agreement between me and Publisher. If Publisher and I agree to, and I pay, these charges, the Liability Cap described herein will not apply, but I will be bound by the higher Liability Cap that I agree to with Publisher. Advertisers interested in obtaining additional information should contact Publisher's Customer Service Office at (866) 814-4080.
SECTION 7 - WHEN I MUST BRING ANY CLAIMS
Advertiser and Publisher agree that they have a mutual interest in resolving any disputes promptly. Therefore, if I believe I have a claim against Publisher, any Affiliate or agent of Publisher, or any Third Party Distribution Contractor, related to any Directory, I must make my claim within one year of the Date of the Application for the advertisement which is the subject of my claim. I agree that this provision applies to any claims I may have against the Publisher or any Affiliate or agent of Publisher or any Third Party Distribution Contractor related to my advertising, including any claim based on any error or omission in any advertisement. All claims against the Publisher or any Affiliate or agent of Publisher or any Third Party Distribution Contractor must be in writing and must be mailed to Publisher at Innuity, Inc., 8644 154th Ave NE, Redmond, WA 98052, or faxed to Publisher at (425) 497-0409 before expiration of the periods referenced above.
SECTION 8 - ARBITRATION; ATTORNEY'S FEES
Publisher may bring an action in court to collect amounts due under Sections 3 (Payment for Advertising) and 26 (Amount of Payment) of this Application, and I may bring an action in court to recover amounts I have paid under this Application. In such actions, trial will be in a court of competent jurisdiction, and Publisher and I each waive any trial by jury. All other disputes between myself and Publisher and/or any of Publisher's officers, directors, employees or Affiliates, which cannot be settled by amicable agreement concerning or arising from or in connection with (i) this Application, (ii) the construction, performance or breach of these terms and conditions and any modifications thereof, (iii) any transactions between myself and Publisher, including but not limited to any accounts I maintain with Publisher, any advertising that Publisher publishes or does not publish for me and any statements that I or Publisher make to one another in connection with our transactions, or (iv) any issues as to whether a dispute is to be arbitrated between us, whether such disputes arose prior to, on or subsequent to the Date of the Application, will be referred by the aggrieved party to arbitration under the rules of the American Arbitration Association, and such party will give written notice of arbitration to the other. Notice to Publisher must be mailed to Innuity, Inc., 8644 154th Ave NE, Redmond, WA 98052, or faxed to Publisher at (425) 497-0409 before expiration of the periods referenced above. I understand that I may obtain arbitration rules and fee information from the American Arbitration Association (www.adr.org) or from Publisher. Publisher and I acknowledge that Advertiser's use of Publisher's services evidences a transaction in interstate commerce and that the United States Arbitration Act and federal arbitration law will govern the interpretation, enforcement, and proceedings pursuant to this Section 8. In furtherance of our agreement to arbitrate, Publisher and I agree that the arbitrator will only have authority over claims between us, and will have no authority over claims of or on behalf of other persons, and we waive any right we may have to participate in any class, group or representative actions or arbitrations. Publisher and I also agree that the arbitrator may not award multiple or punitive damages, except as may be required by law. If the law requires that a claim only be brought in court, Publisher and Advertiser agree to arbitrate any related claims before proceeding in court, and further agree to waive any right to participate in any class actions and any trial by jury. Publisher and I agree that if this arbitration provision is invalid under applicable law with respect to any claim, then in any litigation which arises out of or concerns this Application, trial will be in a court of competent jurisdiction, but only after we have completed arbitration of all related claims. If it becomes necessary for one party to commence any arbitration, litigation, or collection action against the other, the prevailing party in such action will be entitled to recover all costs, including reasonable attorneys' fees, except witness fees and in-house counsel costs associated with the action.
SECTION 9 - DISCONNECTION OF ADVERTISER'S PHONE NUMBER
The change or disconnection of a phone number or Internet address or the sale of the assets or business described in my advertising does not release me from any of my obligations herein. However, if prior to any failure on my part (i) to pay any amount when due or (ii) to comply with any other obligation that exists or may arise under this Application, I provide proof to the satisfaction of Publisher (1) that no phone number, street address or Internet address identified, referred to or used in any way in connection with my advertising (and of all successors, assigns and parties affiliated with, or related to, me) continues to be used in connection with the business or its assets; (2) that the business (and any successor, affiliated or related business) to which my advertising relates (or may relate) has ceased operation and has not and will not be reestablished during the circulation period of the applicable Directory or Directories; and (3) that neither I nor any successors, assigns or parties affiliated with, or related to, me will receive, directly or indirectly, any further benefit from the advertising, then I will no longer be obligated to Publisher for any additional charges for which I would otherwise become obligated beginning with the month following the month in which Publisher accepts my proof as satisfactory, however Publisher will not refund any amounts previously paid for advertising.
SECTION 10 - ADVERTISER WILL PAY PUBLISHER'S DAMAGES
To the full extent permitted by law, I will pay any expenses or damages incurred by Publisher, any affiliate or agent of Publisher, any party that provides fulfillment or other services to Publisher related to this Application, and any Third Party Distribution Contractor, including all of its attorney's fees and expenses, which expenses or damages result from claims brought by other parties regarding (a) the publication of advertising as requested by this Application or in accordance with my Advertiser Copy (or changes Advertiser makes or requests thereto) or the content on or the operation of any website(s) included in my advertising or to which my advertising links, (b) any breach of any of my obligations, representations, warranties or covenants under this Application, (c) any communications through any Electronic Advertising (or any service ancillary thereto), or any collection or use of information obtained from end users of any Electronic Advertising (or any service ancillary thereto), (d) transactions initiated through any Electronic Advertising (including without limitation, any taxes (or tax rates) or shipping and handling charges applied thereto), (e) payment processing services provided by any third party, or (f) any agreement or arrangement between Advertiser and any third party (including without limitation any agreement(s) between Advertiser and a third party payment processing company). I will be obligated by this Section even after the Directories in which my Electronic Advertising has been cancelled or terminated.
SECTION 11 - NO APPROVAL OR ENDORSEMENT BY PUBLISHER
I understand that Publisher does not approve or endorse (a) any product or service described in my advertising or any other advertising it publishes; or (b) any user review of such products or services. I will not make any representation that Publisher does approve or endorse any product or service. I also understand that Publisher may publish advertising of any other person in any Directory at any time.
SECTION 12 - PUBLISHER'S COPYRIGHT IN DIRECTORY
I agree that Publisher owns the copyright in each Directory and all copyrighted portions of each Directory.
SECTION 13 - SUCCESSORS AND ASSIGNS
This Application will be binding on and inure to the benefit of me and my successors. Publisher may assign this Application. I may not assign any of my rights or delegate any of my duties under the Application without prior written consent of Publisher.
SECTION 14 - WAIVER OF RIGHTS
Except as otherwise set forth in this Application (including the provisions of Section 7), neither Advertiser nor Publisher will lose any of its rights under this Application even if it does not enforce a right or delays in enforcing a right.
SECTION 15 - DISCOUNTS AND PROMOTIONS
Publisher may create, revise or cancel a discount or promotional offering at any time. No discount offered regarding any Electronic Directory will obligate Publisher to offer any future discounts or promotional offers.
SECTION 16 - REVIEW OF PROOFS
Publisher may provide me with electronic proofs of new display advertisements for review. I may correct inaccuracies in these proofs up to the close date/deadline set by Publisher. Additional charges may apply to any changes I request to any Electronic Advertising.
SECTION 17 - LINKS
If my advertising contains links, I hereby: (1) grant to Publisher and its sub-licensees a royalty-free unrestricted right and license to establish such links and to link users of my advertising to the website(s) designated in my advertising and to cause the link(s) to open new browser window(s) and publish the website(s) designated by such link(s) within such window within my advertising; and (2) represent and warrant that (a) I have the right and authority to grant the foregoing right and license and that the foregoing does not infringe on any copyright or any other right of any other person, and (b) all copy and content of all websites to which my advertising links complies in all respects with all applicable laws and regulations.
SECTION 18 - INNUITY MAY ACT AS SALES AGENT
I understand that Publisher may be acting as a sales agent for another publisher. If Publisher is acting as a sales agent for another publisher, I agree that my contract is with the true publisher of the publication in which my advertising appears and that Publisher will not be liable for any damages related to such advertising. In addition, I agree that, if I attempt to bring any claim against any Innuity entity related to such advertising, such Innuity entity will also be entitled to assert any defense that the Publisher is provided in this Application, including without limitation the Sections addressing Limitation of Liability (Section 6), When I Must Bring Any Claims (Section 7), Arbitration; Attorney's Fees (Section 8), General Disclaimers (Section 20), and Additional Disclaimers (Section 35).
SECTION 19 - GOVERNING LAW
Advertiser and Publisher agree that this Application and all disputes relating to this Application will be governed by and interpreted according to the laws of the State of Washington.
SECTION 20 - GENERAL DISCLAIMERS
Publisher disclaims any obligations and warranties, whether express or implied, that are not expressly set forth in this Application, including without limitation:
- Publisher does not warrant that the advertising will be published without error or omission;
- Publisher disclaims any warranty of merchantability or fitness for a particular purpose; and
- Publisher does not warrant the number of responses to my advertising, any other business benefit or the suitability of my advertising for any business purpose.
- Additionally, Publisher may change the content, form or appearance of any Directory at anytime, including but not limited to removing, reducing or expanding residential or business listings or sections and introducing new products that may result in a change in the position of advertising in a Directory. Publisher may also change the geographic area or areas covered by the listings in, or the distribution of, any Directory.
SECTION 21 - FORCE MAJEURE
Neither Advertiser nor Publisher will be in breach of its obligations under this Application (other than obligations to pay monies due) in the event that, for cause or causes beyond its reasonable control, such party is unable to perform, in whole or in part, any one or more of its obligations under this Application. Such causes will include, but not be limited to, labor disputes, governmental regulations or controls, fire or other casualty, inability to obtain materials or services, technical failure or difficulties, problems or interruptions with the Internet, computer viruses, snow storms, hurricanes or other acts of God, insurrection, or any other cause not within the reasonable control of Publisher or Advertiser.
SECTION 22 - ENTIRE AGREEMENT
This Application (describes the entire agreement between Publisher and Advertiser and supersedes any other oral or written agreements regarding the Electronic Advertising specified in this Application, except for any increase in the limitation of liability agreed to in writing by both parties in accordance with Section 6. Neither Advertiser nor any agent of Publisher may amend these terms and conditions or add any provision to or delete any provision from this Application or any addendum, and any such amendments, additions or deletions are void. No oral or written representation made by any person that purports to modify this Application is binding on Publisher. Moreover, Advertiser confirms that Advertiser has not relied upon any such representation in entering into this Application.
SECTION 23 - AUTHORITY
The person clicking on the "Place Order" button hereby certifies that he or she is either Advertiser, or that he or she has been lawfully authorized to submit this Application and authorize the placement of advertising on behalf of Advertiser.
SECTION 24 - MISCELLANEOUS
Any notice to Publisher required or permitted to be given to Publisher under this Application must be in writing and given to Publisher at Innuity, Inc., 8644 154th Ave NE, Redmond, WA 98052, or faxed to Publisher at (425) 497-0409. I understand that Publisher may desire to contact me regarding my advertising, and I consent to all such contacts, whether by telephone, United States mail or other mail, facsimile or email, addressed in accordance with the information I have provided on this Application or have otherwise provided to Publisher. I expressly consent to any monitoring or recording of my telephone conversations with Publisher or its agents.
SECTION 25 - ADVERTISER COPY
I agree to provide Publisher with Advertiser Copy for Electronic Advertising (including websites) no later than 10 days from the Date of the Application.
SECTION 26 - AMOUNT OF PAYMENT
If Publisher publishes my advertising, I promise to pay to Publisher the rates posted on the Innuity.com or LeadConnect.Innuity.com website describing the advertising selected for the Initial Term of this Application (Section 29) and the then current undiscounted rates for any additional period of advertising (Section 30). Monthly rates will be rounded to the nearest month. I will also pay any taxes due on my advertising. Advertiser acknowledges and agrees that the rates do not include any facilities or services for access or interconnection to the Internet, or any consulting or technical services or changes to Advertising Copy other than those changes, if any, included in the standard pricing for such items. Advertiser further agrees to pay for any additional services provided by Publisher according to Publisher's then current undiscounted rates and charges for such additional services within 30 days from the date of Publisher's invoice.
SECTION 27 - BILLING
Unless Publisher agrees to or requires other billing arrangements, advertising charges will be automatically billed to the credit card I designated during the application process. Publisher, in its sole discretion, may agree to or require other billing arrangements (including, without limitation, advance payment, or non-credit card billing directly by Publisher, by an affiliate of Publisher, or by an unrelated third party.) Publisher may require me to make partial or full payment for my advertising before it is published.
SECTION 28 - PUBLICATION
I understand that Publisher cannot guarantee the number of people who will view my Electronic Advertising. Accordingly, for the purposes of this Application, Publisher will be deemed to have published my Electronic Advertising if it includes my advertising in the YPGuides.com database or otherwise hosts the advertising so that it is accessible to Internet users through the LeadConnect service in response to appropriate queries. I understand that Publisher may change the specifications of my Electronic Advertising at any time upon notice. In the event such change is material to my Electronic Advertising, notwithstanding anything in Section 31 (Cancellation/Suspension) to the contrary, I may cancel such advertising as my sole remedy by providing Publisher with written notice of cancellation at Innuity, Inc., 8644 154th Ave NE, Redmond, WA 98052 immediately upon receipt of Publisher's notice of changes. Publisher may (but is not obligated to) make the LeadConnect Electronic Directory available, in whole or in part, to end users through various additional applications, facilities, websites and web services, including without limitation (i) other websites owned and/or operated by Publisher, (ii) extensions of Publisher's websites (including, without limitation, those containing co-branded or private label versions of Publisher's directory service), (iii) such additional sites as Publisher may directly or indirectly employ from time to time in its provision of such Electronic Directory to end users of other commercial applications, websites and web services, which are owned, hosted or provided by third parties to whom Publisher has agreed to provide such Electronic Directory services, and (iv) such other applications, media and communications channels and protocols of any kind, mechanisms and facilities as Publisher may employ in the provision and delivery of such Electronic Directory to end users (collectively, the "Additional Applications").
SECTION 29 - INITIAL TERM
Subject to the provisions of Section 31 (Cancellation/Suspension) below and, except as otherwise expressly set forth on the cover section of the Application and approved by Publisher, I agree to advertise in each Electronic Directory listed on this Application for an initial term (the "Initial Term") of one (1) year beginning with respect to each item of my Electronic Advertising on the date Publisher publishes such item of Electronic Advertising. If, during the Initial Term, I select and Publisher publishes any upgrades to the placement, appearance, or reach of my Electronic Advertising, such upgrades will be coterminous with the Initial Term.
SECTION 30 - AUTOMATIC RENEWAL
My advertising will continue to appear in the Directory and my Application will renew automatically after expiration of the Initial Term on an annual basis, subject to the provisions of Section 31 (Cancellation/Suspension). I agree to pay Publisher for my advertising for any additional months at the then current undiscounted rates and pursuant to the then current terms and conditions unless I cancel my advertising, or Publisher cancels my advertising, in accordance with Section 31 below.
SECTION 31 - CANCELLATION / SUSPENSION
(a) After payment is made for the Initial Term, customer is not eligible for a refund of any amounts paid.
(b) If I wish to cancel my Advertising after the Initial Term, I must do so by providing written notice to Publisher at Innuity, Inc., 8644 154th Ave NE, Redmond, WA 98052, or faxed to Publisher at (425) 497-0409 at least 14 days before the end of my final month of advertising.
(c) In the event I cancel my advertising, I will remain liable for the payment of all charges incurred through the final month of my advertising.
(d) Publisher may cancel any or all of my advertising without notice at any time in its sole discretion for any reason, including without limitation, if Publisher concludes that: (i) I am in breach of any term of this Application; (ii) my advertising might be obscene or indecent; (iii) my advertising might violate a third party's intellectual property or I am a repeat infringer; or (iv) my advertising might be legally actionable or otherwise objectionable for any reason.
(e) If Publisher determines, in its sole discretion, that I have violated my obligations under this Application, or any of the rules set forth above, then Publisher may temporarily and/or permanently suspend its provisioning of, my access to and/or my ability to use my Electronic Advertising, in whole or in part, without prior notice. However, in no event will Publisher have a contractual obligation to undertake or refrain from undertaking any particular course of conduct.
SECTION 32 - SECURITY / ELECTRONIC TRANSACTIONS
I agree that no one other than Publisher or Publisher's agent may modify any Directory, any portion of any Directory or any other website related to this Application, and that no one other than Publisher or Publisher's agent may provide any additional service or services in relation to any Directory, any portion of any Directory or any other website related to this Application (except that Password Users may make changes to advertising to the extent permitted by Publisher in its sole discretion). I acknowledge that I am responsible for maintaining and ensuring the security of any and all passwords I obtain from Publisher or its contractor in connection with my Advertising, and that I will be directly responsible for all conduct, acts or omissions on the part of any Password Users. Advertiser acknowledges and agrees that Password Users may be called upon to indicate their consent or agreement through their conduct on-line. I acknowledge and agree that the conduct of any Password Users in clicking on any on-screen buttons, or engaging in any other similar conduct, will be legally sufficient for all purposes to bind me, to the same extent as though evidenced by my original signature. I hereby waive all claims or defenses, known or unknown, now existing or hereafter arising, which are inconsistent with the foregoing acknowledgements, including without limitation, any claims and defenses that any Password User(s) lacked proper authority to bind me, or were otherwise acting outside the scope of its authority. Publisher may revoke my password or deny me or any Password User access to any back office functionality, in whole or in part (including without limitation the website edit tool) at any time in Publisher's reasonable discretion. I acknowledge that the server space upon which Electronic Advertising is hosted, and the Internet connections through which any transactions conducted in connection with e-commerce enabled advertising, will be unsecure, unless otherwise indicated by Publisher in writing.
SECTION 33 - DOMAIN NAMES
I authorize Publisher to host any website Electronic Advertising requested under this Application at any extension or subdomain of any of Publishers' Internet domains which Publisher deems appropriate (e.g. http://www.sitename.com/ [advertiser].htm). I understand that I may only use any such extension or subdomain name for the limited purpose of promoting my Electronic Advertising during the term of this Application, or for so long as Publisher may use it in the hosting of the website, whichever is earlier. At my request, Publisher may, but is not required to, assist me in obtaining and/or managing a custom domain name to use in connection with the Electronic Advertising subject to this Application (e.g. www.[advertiser].com). Publisher may, but will have no obligation to, assume the administrative responsibilities, in whole or in part, of any such custom domain name(s). I acknowledge that I am solely responsible, however, for conducting any trademark searches and other similar activities which may be necessary or appropriate in relation to the selection, evaluation and appropriateness of any custom domain name(s) which I may request Publisher to assist me in registering, and that Publisher will have no liability or obligation to me whatsoever in the event of any third party claims against me relating to the registration and/or use of any such custom domain name(s). I agree to pay any and all charges imposed by the domain name registrar in connection with the registration or renewal of custom domain names. Domain name registrations are not perpetual, but must be renewed periodically. Publisher may cancel or refrain from renewing any domain name(s) used in connection with any Electronic Advertising under this Application and will have no obligation to pay any registration renewal fees in the event that: (1) I do not pay Publisher for the Electronic Advertising in a timely manner, (2) I do not renew the Electronic Advertising upon the expiration of this Application, or (3) I do not affirmatively notify Publisher in writing of my desire to either cancel or renew the domain name upon the expiration of the initial domain registration or any subsequent renewal thereof. Upon my written request to Publisher at Innuity, Inc., 8644 154th Ave NE, Redmond, WA 98052, or faxed to Publisher at (425) 497-0409, with a copy via email to email@example.com, Publisher will make a commercially reasonable effort to change all or any portion of the administrative contact information (i.e. address, telephone number and/or email address) in accordance with such request. In the absence of any such written request, Publisher may change any of the contact information to information previously provided to Publisher, and may delete any contact information relating to Publisher. I waive any and all claims that I may have, or which may later arise, known or unknown against Publisher, for any loss, damage, claim or expense arising out of, or related to, the acquisition, evaluation, registration, administration, or use of any custom domain name(s) used in connection with the Electronic Advertising hereunder. I further covenant and agree that I will not include or reference any domain name(s) or URL(s) associated with Electronic Advertising provided under this Application in any email that: (a) violates any applicable law or regulation, (b) violates any operating rule, policy or guideline of any on-line service provider or interactive service, including any of Publisher's rules, policies or guidelines, or (c) which constitutes "Spam," "junk mail," "flaming," "chain mail" or any unsolicited mass distribution of email.
SECTION 34 - PAYMENT PROCESSING
I acknowledge and agree that Publisher has no obligation to provide on-line or off-line payment processing services (including, without limitation, credit card or alternate payment processing services) under this Application, or to otherwise integrate any third party payment processing services with any Electronic Advertising provided hereunder. Any request by me (or any third party, including a payment processing company, on my behalf) to integrate any third party payment processing service with any Electronic Advertising (a) will be binding on Publisher only if and when Publisher (or such third party as Publisher may designate) performs such integration services, and (b) constitutes my authorization for Publisher (and any third party contractor of Publisher) to take any and all steps that Publisher deems necessary for the use of such payment processing service in connection with any Electronic Advertising, including without limitation, steps to link or otherwise connect my Electronic Advertising with my merchant account or similar account with the payment processor, financial institution, and/or any other third party designated by or on behalf of Advertiser. In the event that Publisher (or such third party as Publisher may designate) performs such integration services, I agree to execute such additional agreement(s) as Publisher or the third party payment processing service may request (which, in the case of the latter, I acknowledge would be solely between me and third party(ies)), and I acknowledge that I will be solely responsible for the payment of any and all amounts payable to such third party(ies), which will be in addition to any charges payable to Publisher under this Application. I further acknowledge and agree that Publisher makes no warranties, and that neither Publisher nor its contractors will have any liability to me whatsoever, with respect to any payment processing services provided by any third party or any transactions attempted or completed through my Electronic Advertising, and I waive and release Publisher and its contractors from any and all claims related thereto. I further agree that Publisher makes no warranties, and that neither Publisher nor its contractors will have any liability to me whatsoever, with respect to any taxes (or tax rates) or shipping and handling charges or calculations applicable to or provided in connection with any transaction through any Electronic Advertising, and I waive and release Publisher and its contractors from any and all claims related thereto. I acknowledge that I have or will promptly seek advice from a professional tax advisor regarding tax rates applicable to transactions through my Electronic Advertising and any transaction capability that may be contemplated for my Electronic Advertising. I covenant and agree that I will not violate any federal, state or local laws, regulations, statutes or ordinances of any kind in connection with any payment processing services provided hereunder (including without limitation any transactions attempted or completed through the Electronic Advertising).
SECTION 35 - ADDITIONAL DISCLAIMERS
Without limiting the general disclaimers in Section 20 above, Publisher also does not warrant the following:
- Publisher does not warrant that my advertising will be published or withdrawn on a particular day;
- Publisher does not warrant that a specific number of persons will access or download the Directory, any portion of the Directory, any heading or any advertising (and does not otherwise warrant the effectiveness of any Electronic Advertising or any service ancillary thereto);
- Publisher does not warrant that the LeadConnect or any other Innuity service, any Electronic Advertising or any service ancillary thereto will be uninterrupted or error free and does not warrant any connection to or transmission over the internet;
- Publisher does not warrant that my advertising will be placed on any co-branded or private label version of Publisher's Electronic Directory (or any other version provided through a Third Party Distribution Contractor);
- Publisher makes no warranties and will have no liability regarding services provided by third parties (including without limitation any internet service provider or local exchange carrier).
SECTION 36 - EXPORT COMPLIANCE
Advertiser will comply with all applicable export laws, and will and does hereby agree to indemnify, defend and hold Publisher, its Affiliates, any party that provides fulfillment or other services related to this Application, and any Third Party Distribution Contractors (and their respective officers, directors, employees, successors and assigns) against any and all claims, demands, causes of action, damages, costs, expenses, penalties, losses and liabilities incurred or to be incurred by any such party (including but not limited to costs of defense, investigation and reasonable attorneys' and other third party fees and, to the extent permitted by law, fines, penalties and forfeitures in connection with any proceedings against any such party) arising out of, resulting from or related to any breach of such obligation. Advertiser represents and warrants that it is not a prohibited entity on any governmental export control list, and will notify Publisher immediately in the event that it is placed on any export control list. Advertiser acknowledges and agrees that (a) Publisher is not a party to any transactions through my advertising and is not responsible for, and will have no liability for, compliance with export control laws in relation to any such transactions, and (b) Advertiser is solely responsible for obtaining legal advice with respect to such matters.
SECTION 37 - NO SPAM POLICY
I will not use my Electronic Advertising for the sending of single or bulk unsolicited commercial advertising, unsolicited commercial email, information announcements, or other unrelated messages commonly considered to be "Spam." Publisher may, at its sole discretion, use various approaches to detect, manage, and eliminate Spam from my Electronic Advertising. These approaches include, without limitation, automated and manual monitoring of all requests entered through my Electronic Advertising.
SECTION 38 - RULES
I agree that I will be in default of my obligations under my agreement with Publisher if I breach any of my material obligations hereunder, or if I otherwise:
(a) Use my Electronic Advertising for any purpose in violation of local, state, national, or international laws;
(b) Provide false information on my registration form or impersonate any person;
(c) Post material that infringes on the intellectual property rights of others or on the privacy or publicity rights of others;
(d) Post or transmit any information, data, text, files, links, software, chat, communication, or any other materials that are unlawful, harmful, threatening, abusive, invasive of another's privacy, harassing, defamatory, slanderous, vulgar, obscene, hateful, racist, embarrassing or otherwise objectionable to any other person or entity as determined by Publisher in its sole discretion;
(e) Violate Publisher's "No Spam" policy in any manner, including by posting or transmitting any unsanctioned advertising, promotional materials, or any other forms of unsanctioned solicitation, including, without limitation, "junk mail," "Spam," "chain letters," or any unsolicited mass distribution of email;
(f) Post surveys, contests, or pyramid schemes;
(g) Post improper responses;
(h) Stalk, harass, or otherwise harm others;
(i) Distribute viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
(j) Collect or store personal data about other users of my Electronic Advertising; use the Electronic Advertising to induce, entice, solicit, recruit, lure, or to attempt to induce, entice, solicit, recruit, or lure users to another website which, in Publisher's determination, is a competitor of all or any part of the LeadConnect service;
(k) Engage in any other conduct that inhibits any other person from using or enjoying LeadConnect, any Innuity service and/or my Electronic Advertising;
(l) Engage in any other behavior with the LeadConnect service and/or the Electronic Advertising, which in Publisher's sole discretion negatively affects the user experience or is otherwise unacceptable.
Publisher will post on its Innuity.com website, and Advertiser will post on its website, their respective privacy policies. Each party will own the data it collects about users from sites it hosts and from servers it owns or operates, and all rights associated therewith.
BY CLICKING THE "PLACE ORDER" BUTTON BELOW, I REPRESENT THAT I HAVE READ AND UNDERSTAND THIS INNUITY APPLICATION FOR ELECTRONIC ADVERTISING, AND AGREE THAT ADVERTISER WILL THEREAFTER BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH ABOVE TO THE SAME EXTENT AS THOUGH EVIDENCED BY MY ORIGINAL SIGNATURE.
IF I DO NOT AGREE TO THESE TERMS AND CONDITIONS OR IF I DO NOT HAVE THE AUTHORITY TO BIND ADVERTISER, THEN I ACKNOWLEDGE THAT I MUST NOT CLICK "PLACE ORDER" AND MUST NOT COMPLETE MY ONLINE ORDER.