Subscription Service Agreement
IMPORTANT. NEW TERMS APPLY.
PLEASE READ THIS SUBSCRIPTION AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE INTERACTIVE DIRECTORIES LLC. SOFTWARE. BY CLICKING ON THE "SUBMIT" BUTTON, AND/OR EXECUTING A SALES ORDER FORM INCORPORATING THIS AGREEMENT, AND/OR ACCESSING THE Interactive Directories LLC. BUSINESS EDITION OR HOURLY EXPRESS SOFTWARE VIA THE ONLINE SERVICE, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
If you are signing up for the Service (as defined in Section 2.1 below) on behalf of a company, you represent that you are duly authorized to represent the company and accept the terms and conditions of the Agreement on behalf of the company. By your acceptance, a binding contract is then formed between Interactive Directories LLC. Corporation ("Interactive Directories LLC.") and the company in accordance with the terms and conditions of this Agreement. You personally agree not to commit or encourage any violation of the Agreement between Interactive Directories LLC. and the company.
If you are entering into this Agreement on behalf of your company, the terms "You" and "Your" in this Agreement means your company and all of its employees.
If you are entering into this Agreement on your own behalf, or if you are not authorized to represent the company on whose behalf you purport to sign up, you agree that you are personally bound by this Agreement. In such cases, the terms "You" and "Your" in this Agreement mean you.
IF THE COMPANY YOU REPRESENT OR YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE "SUBMIT" BUTTON OR THE "I HAVE READ AND AGREE" BOX, DO NOT EXECUTE A SALES ORDER FORM INCORPORATING THIS AGREEMENT, AND DO NOT USE THE SERVICE.
1.1. Modification. Interactive Directories LLC. reserves the right to modify the terms and conditions of this Agreement, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Your consent to such changes.
2. Right to Access Proprietary Software
2.1. Right to Access. Subject to the terms of this Agreement and any and all mutually executed ordering documents incorporating this Agreement and executed by You and Interactive Directories LLC. (each, an "Order Form"), Interactive Directories LLC. grants You a limited, non-transferable, non-exclusive right to access and use Interactive Directories LLC.'s proprietary, Interactive Directories LLC.-hosted software products and certain third-party software licensed to Interactive Directories LLC. ("Software") via a web browser and related documentation as described in an Order Form for the term set forth in an Order Form. The Software is made available to You as a hosted service ("Service"). Interactive Directories LLC. will host and retain physical control over the Software and make such computer programs and code available only through the Internet for access, use and operation through a Web-browser (e.g., Internet Explorer). No provision under this Agreement shall obligate Interactive Directories LLC. to deliver or otherwise make available any copies of computer programs or code from the Software, whether in object code or source code form.
2.1.1. 30-Day Trial. If You have registered for the free, 30-Day Trial, Interactive Directories LLC. grants You the limited right to access (as described in Section 2.1) the Service for a maximum of thirty (30) days from the date You first clicked on the "Submit" button.
2.2. License Restrictions. Except as may be expressly provided elsewhere in this Agreement or except to the extent applicable law precludes such activities from being prohibited by contract, You shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software; modify, translate, or create derivative works based on the Software or authorize any third party to do so; rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Software; use the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; obfuscate, remove or alter any of the logos, trademarks, internet links, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or the related documentation; or send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. Because the Interactive Directories LLC. Software is proprietary, You agree not to publish or disclose to third parties any evaluation of the Software without Interactive Directories LLC.'s prior written consent.
3.0 Sharing Your Content and Information
a) For content that is covered by intellectual property rights, like logos, photos, text and videos ("IP content"), you specifically give us the following permission, subject to your privacy you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with Interactive Directories LLC. ("IP License"). This IP License ends when you delete your IP content or your account unless your content has been shared with others, and they have not deleted it.
b) When you delete IP content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies for a reasonable period of time (but will not be available to others).
c) When you publish content or information it means that everyone, including people off of Interactive Directories LLC.'s site, will have access to that information and we may not have control over what they do with it.
3.2 Responsibility of Subscribers/Advertisers. If you operate a profile / account, comment on a profile / account, post material to the Profile Page(s), post links on the Profile Page(s), or otherwise make (or allow any third party to make) material available by means of the Profile Page(s) (any such material, "Content"), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:
a) the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
b) if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
c) you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
d) the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
e) the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
f) the Content is not pornographic, libelous or defamatory, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
g) your profile / account is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other profile / accounts and web sites, and similar unsolicited promotional methods;
h) your profile / account is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your profile / account's URL or name is not the name of a person other than yourself or company other than your own; and
By submitting Content to Interactive Directories LLC. for inclusion on your Profile Page(s), you grant Interactive Directories LLC. a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your profile / account. If you delete Content, Interactive Directories LLC. will use reasonable efforts to remove it from the Profile Page(s), but you acknowledge that caching or references to the Content may not be made immediately unavailable.
Without limiting any of those representations or warranties, Interactive Directories LLC. has the right (though not the obligation) to, in Interactive Directories LLC.'s sole discretion (i) refuse or remove any content that, in Interactive Directories LLC.'s reasonable opinion, violates any Interactive Directories LLC. policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Profile Page(s) to any individual or entity for any reason, in Interactive Directories LLC.'s sole discretion. Interactive Directories LLC. will have no obligation to provide a refund of any amounts previously paid.
4. Use Restrictions
4.1. Prohibited Uses. You may not use the Service for spamming, chain letters, junk mail or distribution lists to contact any person who has not given specific permission to be included in such list. You agree not to transmit, or permit Your employees to transmit, through the Service any unlawful, harassing, libelous, abusive, threatening, vulgar, obscene or otherwise objectionable material of any kind. You agree to only use the Service for lawful purposes, in compliance with all applicable laws including, without limitations, copyright, trademark, obscenity and defamation laws. Unlawful activities may include (without limit) storing, distributing or transmitting any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm. You agree to defend, indemnify and hold Interactive Directories LLC. harmless against any claim or action that arises from Your use of the Service in an unlawful manner or in any manner inconsistent with the restrictions and policies stated herein.
5.1. Interactive Directories LLC. will provide support in accordance with Interactive Directories LLC.'s then current support policy, which may be acquired from Your Interactive Directories LLC. contact. Unless specifically agreed in writing, Interactive Directories LLC. has no obligation to provide You with hard-copy documentation, upgrades, enhancements, modifications, or other support.
6. Billing and Payment
6.1. Billing Information. You agree to provide Interactive Directories LLC. with accurate and complete billing and contact information, including Your legal name, company name, street address, e-mail address, and telephone number, and to update this information within 30 days of any change to it. If the contact information You provide is false or fraudulent, Interactive Directories LLC. reserves the right to terminate Your access to the Service immediately without liability to You and without any obligation to return Your data.
6.2. Fraudulent or Delinquent Payment. If you pay by fraudulent means, Interactive Directories LLC. reserves the right to immediately and permanently terminate Your access to the Service, with no liability to You and no obligation to return Your data, and possibly seek criminal penalties. In the event that Your account is delinquent, Interactive Directories LLC. reserves the right to suspend Your access to the Service, with no liability to You, until such amounts are paid in full. For credit card payments, an account will be considered delinquent if Your credit card company refuses for any reason to pay the amount billed to it and that amount remains unpaid thirty (30) days following the billing cycle. You agree that Interactive Directories LLC. may impose a charge to restore archived data from delinquent accounts. Unpaid charges (except those charges under reasonable and good faith dispute) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.
6.3 Adjustments. To dispute an invoice, You must contact Interactive Directories LLC. in writing no later than thirty (30) days after the billing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. You agree to retain complete, clear and accurate records regarding Your use of the Software and agree to submit to a reasonable audit of this information upon reasonable notice by Interactive Directories LLC. not more than once per calendar year.
7.1.1. 30-day Trial. If You are participating in Interactive Directories LLC.'s free 30-Day Trial, this Agreement lasts thirty (30) days from date of Service Authorization. At the conclusion of the free 30-Day Trial, if You choose not to purchase a Interactive Directories LLC. subscription, You will immediately cease all use of the Service, including the Interactive Directories LLC. Software and any documentation.
7.1.2. Purchased Services. If You are a paying subscriber to the Service, this Agreement shall last for the term set forth in an Order Form, and will renew automatically upon the same terms and conditions, including fees set forth in the Order Form, for one (1) year periods unless You or Interactive Directories LLC. requests change or termination thirty (30) days prior to the expiration of the then-current Order Form.
7.2. Termination. You or Interactive Directories LLC. may terminate this Agreement for cause: (i) upon 30 days written notice of a material breach to the other party if such breach remains uncured at the expiration of the 30-day period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Additionally, any account which is suspended for more than thirty (30) days due to delinquent payments may be terminated, without notice to You and without any obligation on the part of Interactive Directories LLC. to maintain, store or return any Your data or data residing in Your instance of the Interactive Directories LLC. Service. If You terminate this Agreement for cause pursuant to this Section 7.2, Interactive Directories LLC. shall refund to You the prorated amount of the fees prepaid by You that were to apply to the remainder of the unexpired term, as calculated from the termination date through the remainder of the unexpired term. Upon termination of this Agreement for any reason, (i) the license will terminate, and You, and any user accessing the Service by means of a company account, if applicable, will cease to use or have access to the Interactive Directories LLC. Software; and (ii) except where such termination is due to delinquent or fraudulent payment, or false or fraudulent submission of contact information, You may request a copy of the most recent back-up of Your data. Fees may apply to retrieve data from back-ups. Interactive Directories LLC. may, but is not obligated to, delete archived data, but will not do so until thirty (30) days after the termination of this Agreement. Delinquent accounts must be brought to good standing in order to receive data.
7.3. Survival. Each provision of this Agreement reasonably intended by its terms to survive termination or expiration of this Agreement shall so survive.
8. Data Backup, Passwords and Security
8.1. Data Backup. Interactive Directories LLC. shall use all reasonable efforts to protect Your data behind a secure firewall system, to conduct daily data backups, and to store weekly full-system backup in a separate, fire-safe facility.
8.2. Passwords. You will choose or be given all applicable passwords to use in connection with the Service. You are responsible for maintaining the confidentiality of Your passwords and account (including, if applicable, the passwords and accounts of each user accessing the Service by means of an account established by You). Furthermore, You are responsible for any and all activities that occur under Your account (including, if applicable, the accounts of each user accessing the Service by means of an account established by You). Each password may be used by one individual named person only. Passwords may not be used concurrently or shared by more than one individual named person.
8.3. Security. You shall notify Interactive Directories LLC. immediately of any unauthorized use of its account (including, if applicable, the passwords and accounts of each user accessing the Service by means of an account established by You) or any other breach of security. Interactive Directories LLC. will not be liable for any loss or damage arising from Your failure to comply with these requirements.
9. Disclaimer, Limitation of Liability and Additional Rights
9.1. Disclaimer. EXCEPT AS PROVIDED IN SECTION 11,THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND INTERACTIVE DIRECTORIES LLC. DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. INTERACTIVE DIRECTORIES LLC. DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR NETWORK, OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICE.
9.2. Limitation of Liability. EACH PARTY'S TOTAL LIABILITY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), WILL BE LIMITED TO THE FEES PAID BY YOU TO INTERACTIVE DIRECTORIES LLC. FOR THE SERVICE UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OF INJURY THAT GAVE RISE TO THE LIABILITY. NEITHER PARTY SHALL BE LIABLE IN ANY EVENT FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THE COST OF ANY SUBSTITUTE PROCUREMENT), WHETHER OR NOT FORESEEABLE AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER TYPES OF DAMAGES, SO CERTAIN EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.