Terms and Conditions of Use
Terms and Conditions of Use of The San Rafael Directory.com
1. YOUR ACCEPTANCE OF THIS AGREEMENT
1.1 The San Rafael Directory.com ("The San Rafael Directory.com", "The San Rafael Directory.com", "we", "us" or "our") provides the The San Rafael Directory.com Services to you ("you" or "your") subject to the terms of this legal agreement between you and The San Rafael Directory.com To use the Services (defined below), you must first agree to and accept these Terms of Service and Use Agreement ("Terms"). Where such express opportunity to agree to the Terms is not present, your use of the Sites and Services (or any part thereof) shall constitute your agreement to the Terms and your obligation to comply with their requirements.
1.2 The San Rafael Directory.com provides users with access to a wide range of Internet-based, interactive information services, general and personalized content, and interactive tools (the "Services") which are accessible through The San Rafael Directory.com Site or the THD.COM Site (the "Site", collectively "Sites"), by all methods and technological mediums currently or prospectively developed. Your use of the Sites and Service are, at all times, subject to all the Terms set forth herein as well as the policies and guidelines of ISD.COM that may be posted and modified from time to time, all of which are considered part of these Terms, including, without limitation, the Privacy Policy.
1.3 By using the Sites and Services you are representing that you are of legal age (18 years and over) and of legal competence to enter into a binding agreement with The San Rafael Directory.com and are not otherwise prohibited from using or receiving the Sites and Services pursuant to the laws of the local or national jurisdiction from which you are accessing or using the Sites and Services. If you are not able to make the representations in the preceding sentence you are prohibited from using the Sites and Services, however, any unauthorized use of the Sites and Services by you shall be subject to these Terms until such unauthorized use has been terminated. By using the Services on behalf of any third party you are representing to us that you are an authorized representative of that third party and that your use of the Services represents their acceptance of the Terms.
1.4 We recommend that you retain a copy of these Terms in either electronic or tangible format for your subsequent reference. If you would like a printed copy of these Terms, it is your responsibility to use the print function available to you by means of your personal technology resources.
2. CHANGES TO THESE TERMS
2.1 We may periodically modify and supplement these Terms and the notice provided to you will be the updating of these Terms. You are responsible for regularly checking these Terms for revisions. All amended Terms become effective upon our posting to the Sites, and any use of the Sites or Services after such revisions have been posted signifies your consent and agreement to the modified Terms.
3. PROVISION OF THE SERVICES BY The San Rafael Directory.com
3.1 In providing the Services, we do not actively monitor the display, transmission and exchange of Material (defined below) that is accessible by means of the Services, nor do we maintain any obligation do to so except as otherwise determined by us or required by the laws of applicable jurisdictions. However, subject to the terms of our Privacy Policy, we reserve the right to monitor the Services for purposes of determining that their usage is in compliance with these Terms and applicable laws. In addition, and as described elsewhere in these Terms, we maintain an absolute and unconditional right to review and remove Material accessible by or transmitted through the Services that, in our sole discretion, we believe is in violation of the law of these Terms or is unacceptable to us in our sole discretion.
3.2 From time to time and without prior notice to you, we may change, expand and improve the Sites and Services. We may also, at any time, cease to continue operating part or all of the Services or selectively disable certain aspects of the Services or portions of the Sites. Any modification or elimination of the Services will be done in our sole and absolute discretion and without an ongoing obligation or liability to you, and your use of the Sites and Services do not entitle you to the continued provision or availability of the Sites and Services.
3.3 You may be required to register and create an account ("Account") with The San Rafael Directory.com in order to access certain features of the Sites and Services. Information gathered through the registration process and information related to your account will be subject to these Terms as well as to our Privacy Policy. You represent and warrant that all information provided by you when creating an Account is true, accurate and complete and that you will maintain, at all times, true, accurate and complete information related to your Account. You represent and warrant that you are at least 18 years old. Information related to your Account should be maintained by you in a confidential manner, as you are solely responsible for the usage of your Account by any third parties with respect to the Services. It is your responsibility to advise us if you are aware of any unauthorized access to your Account or if your Account information has been made available by you to third-parties in a manner that may result in unauthorized usage of the Account. In our sole and absolute discretion, we may terminate your Account for any reason (including for reasons related to unlawful or unauthorized usage) and we are under no obligation to retain a record of your Account or any data or information that you may have stored by means of the Account and the Services.
3.4 When we jointly provide a service with a non- The San Rafael Directory.com company, you may be subject to both these Terms and the Terms of the non- The San Rafael Directory.com company. We encourage you to review the Terms of any non- The San Rafael Directory.com company with which you do business.
4. HOW YOU MAY USE OUR MATERIAL
4.1 We use a diverse range of proprietary and authorized third party information, listings, directories, text, advertisements, User Generated Content, photographs, designs, graphics, images, sound and video recordings, animation and other material and effects (which we collectively call the "Material") on the Sites and as part of the Services FOR YOUR PERSONAL, NON-COMMERCIAL USE ONLY. Accordingly, you may view, use, copy, and distribute the Material found on the Sites or obtained by means of the Services for individual, noncommercial, informational purposes only and in compliance with the Terms and all applicable laws.
4.2 By using the Sites and Services, you agree that you will not copy, reproduce, alter, modify, create derivative works from, rent, lease, loan, sell, distribute or publicly display any of the Material (except for your own personal, non-commercial use) from the Sites without the prior written consent of The San Rafael Directory.com. In addition, you will not use the Material for any unauthorized non-commercial marketing and promotional campaigns, target or mass solicitation campaigns or political campaigning. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITES AND SERVICES TO ENABLE THE TRANSMISSION OF UNSOLICITED VOICE MESSAGES, FACSIMILES OR EMAILS IS IN VIOLATION OF THESE TERMS AND MAY BE IN VIOLATION OF UNITED FEDERAL AND STATE LAWS AND REGULATIONS THAT MAY SUBJECT YOU TO PENALTIES UNDER APPLICABLE LAWS.
4.3 You are prohibited from data mining, scraping, crawling, or using any robot, other automatic device, script, technology or processes that send automated queries to the Sites, or from using other similar methods and tools to gather or extract data from the Site, without our prior written consent, which consent may be withheld and withdrawn by us at any time, with or without notice, in our sole discretion.
4.4 You may not use the Sites and Services to compile data (or any other portion of the Material), in a manner that is used or usable by a competitive listing product or service. You may not use any device, software or routine to interfere or attempt to interfere with the proper functioning and display of the Sites and proper operation and usage of the Services by any other authorized users and third parties.
4.5 You are prohibited from modifying or obscuring the manner in which the Sites are displayed or the Services are used, including framing, scraping or any other technique that would alter the visual display of the Sites or the visual display of the Services and Material. You may not obscure advertisements displayed as part of the Sites and Services, nor modify the advertisements and listings in a way that is unauthorized. Unless expressly authorized by The San Rafael Directory.com in our sole and absolute discretion, you may not link to the Sites or any portion of the Services (including deep linking to a specific portion of the Sites). You are not permitted to script searches or search results of the Sites in a manner that results in the automated display of Material on a third party website.
4.6 To the extent applicable, when accessing the Site, utilizing the Services or using any Accounts, you are required to use the security procedures currently or hereafter maintained by us to confirm that only authorized users have access to the Services and any Accounts. You are prohibited from utilizing alter-egos or other disguised identities when accessing the Sites and utilizing the Services. All forms of indirect and 'spoofed' access are strictly prohibited. You are prohibited from attempting to access portions of the site which are not intended for public usage and the use of any information obtained from non-public portions of the Sites is expressly prohibited.
4.7 Do not submit, post or otherwise transmit to us information that is proprietary or confidential of third parties (whether by law or by contract) or that you otherwise do not have the legal right to use. Any information, content or other material, including, but not limited to, any feedback, data, answers, questions, comments, suggestions, plans, ideas, user reviews or the like, which you send to us will be treated as being non-confidential and non-proprietary. We assume no obligation to protect confidential or proprietary information (other than those outlined in our Privacy Policy) from disclosure.
4.8 You are under no obligation to use or continue to use the Sites and Services and may temporarily or permanently cease using the Sites and Services without notice to The San Rafael Directory.com. Any use of the Sites and Services, or any portion thereof, in violation of the foregoing shall constitute a violation of these Terms and may result in, among other things, termination or suspension of your rights to use the Sites or any portion thereof. If you see any objectionable content on the Sites, please contact us promptly in writing to the address listed in section 21.4 of these Terms.
5. INTELLECTUAL PROPERTY NOTICE
5.1 Any and all intellectual property rights associated with the Sites, Services and the Material, including the design, text, graphics, pictures, video, information, applications, software, music, sound, and other files contained therein or related thereto, and the arrangement thereof, and/or contained in the Sites, including, without limitation, the The San Rafael Directory.com company names and logos and all related products and service names, design marks and slogans, any inventive concepts, know-how, publicity rights, trademarks, trade-dress, trade secrets, copyrights and patents (collectively, the "Intellectual Property"), are the sole property of The San Rafael Directory.com, its wholly-owned subsidiaries, affiliates, or third parties. Except as expressly and unambiguously provided herein related to User Generated Content, you do not possess, and The San Rafael Directory.com does not grant to you, any express or implied rights to any Intellectual Property and all such rights are retained by The San Rafael Directory.com , its subsidiaries, parent companies, affiliates and/or any third party owner of such rights. All authorized copies that you make of the Material or the Sites must bear any copyright, trademark or other proprietary notice located on the Site that pertains to the Material being copied, and you agree not to remove, obscure, or alter any such proprietary notices which may be affixed to or contained therein. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any and all harm resulting from your use of or access to Sites, Services and Material.
5.2 You are not being granted a license under any copyright, trademark, patent or other intellectual property right in the Sites, Services, Material, products, processes or technology described therein. Except as otherwise expressly authorized by these Terms, you may not copy, reproduce, modify, reformat, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property in any way without the express written consent of The San Rafael Directory.com, or the express written consent of the appropriate third party, as applicable. Requests for authorization should be made in writing to the address
5.3 Without the prior written consent of The San Rafael Directory.com, you are not authorized to (1) use any The San Rafael Directory.com name or mark, and related marks or any marks in our Intellectual Property portfolio, in any advertising, publicity or in any other commercial manner, (2) use any meta tags or any other "hidden text" utilizing any The San Rafael Directory.com name or mark, and related marks or any marks in our Intellectual Property portfolio, or (3) use the The San Rafael Directory.com domain name or any domain name that is confusingly similar to our domain name as a pseudonymous return e-mail address for any communications that you transmit from another location or through another service. Any requests for authorization related to the prohibitions of this provision should be made in writing to the address listed in section 21.4 of these Terms.
6. CONTENT LICENSE FROM YOU
6.1 As between you and The San Rafael Directory.com, you may possess certain copyright intellectual property rights you have under law in content that you may submit, display and/or post via the Sites and Services. This content, which includes, but is not limited to your comments, reviews, analysis, proposals and feedback, submitted in any form or medium, whether by emails, posting or otherwise, is considered "User Generated Content." Your use of the Sites and Services and your submission and/or posting of User Generated Content grants The San Rafael Directory.com, and its affiliates, an express, perpetual, irrevocable, royalty-free, worldwide, and non-exclusive license to access, store, reproduce, adapt, modify, format, delete, translate, transmit, use, disclose, sublicense, manipulate, prepare derivative works, publish, publicly perform, publicly display, distribute and communicate any and all User Generated Content, without any obligation, notification or compensation to you. This license is granted to The San Rafael Directory.com with respect to the use of such User Generated Content in connection with the Sites and Services and any subsequent version or modification thereof, and is subject to limitation only by your removal or The San Rafael Directory.com removal of such User Generated Content from the Sites and Services.
6.2 You agree and acknowledge that the foregoing license grants to The San Rafael Directory.com and its affiliates the full right and authority to use User Generated Contents for any purpose related to the Sites and Services, including the marketing, sale, syndication, and development of the Sites, Services and any successors thereto. This license includes an unrestricted right and authority for The San Rafael Directory.com to make the User Generated Content available to sublicense to other companies, organizations or individuals with whom we have a relationship for the provision of the Services.
6.3 You agree and acknowledge that The San Rafael Directory.com and its affiliates may modify, adapt, reformat, and otherwise alter or make use of your User Generated Content in such manner as may be required to conform User Generated Content to standards, protocols, formats and requirements related to the Sites and Services and any medium by which they are accessible currently or prospectively. You agree and acknowledge that The San Rafael Directory.com and its affiliates are licensed to transmit or distribute the User Generated Content in all formats and mediums over various networks.
6.4 Your use of the Sites and your submission and/or posting of User Generated Content confirms your representation and warranty that you posses all necessary legal rights, power and authority to grant to The San Rafael Directory.com the foregoing license granted to The San Rafael Directory.com and its affiliates and you further represent, warrant and agree that none of the User Generated Content will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain false, intentionally misleading, libelous, defamatory or otherwise unlawful statements.
6.5 The San Rafael Directory.com is under no obligation to review any User Generated Content submitted, posted or otherwise displayed on the Site and assumes no responsibility or liability relating to any such User Generated Content. You may not imply that any User Generated Content is any way sponsored or endorsed by The San Rafael Directory.com.
6.6 The San Rafael Directory.com reserves the right, but not the obligation, to refuse to post or remove any User Generated Content at our sole and absolute discretion. Reasons we may refuse to post or remove such User Generated Content may include, without limitation, any of the following: Any content that is unlawful, harmful, offensive, threatening, abusive, harassing, invasive of privacy or publicity rights, defamatory, libelous, vulgar, obscene, pornographic, indecent, lewd, suggestive, scantily-clad, profane, hateful, racially, ethnically or otherwise objectionable or inappropriate material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law. Political campaigning, chain letters, mass mailings of any kind or any forms of SPAM, or reviews that contain the transmission, distribution or delivery of any unsolicited bulk or commercial e-mail. Accusations and other assertions of unlawful conduct, including occurrences of illegal activity, malpractice, purposeful overcharging, or health code violations, or false, misleading, deceptive or fraudulent advertising, including savings claims that do not offer provable savings.. Individual user information or messages including, or soliciting the submission of, email addresses, URLs, phone numbers, postal addresses and other personally identifiable information. Any content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. Any content that makes reference to or involves gambling, casinos, off-track betting, or other gambling of any form. Any content that involves alcohol, tobacco or weaponry, or that promotes or has a connotation to any illegal activity. Reviews submitted by the reviewed business's owners, employees (past or present), agents, affiliates and competitors. Reviews that are exclamatory or otherwise appear to by purposefully deceptive, as determined by The San Rafael Directory.com in its sole discretion.
Messages that are promotional or commercial in nature, or are inappropriate based on the applicable subject matter, location or topic. Language that violates the standards of this Site, the Services and policies of The San Rafael Directory.com and its affiliates as determined by The San Rafael Directory.com in its sole discretion. Any content that impersonates, disguises or conceals any person or entity or otherwise misrepresents a user's affiliation with a person or entity. Content that is not readable, that is encrypted or that contains viruses, malware, trojan horses, worms, time bombs, cancelbots or other computer programming routines and code that are intended to interfere with, damage, erase, intercept or appropriate any system, data or personal information. Any content that links (or includes embedded links) to any of the foregoing, or that link to social networking sites.
7. PRIVACY POLICY
7.1 Use of our Sites and any personal information or other information about you collected by The San Rafael Directory.com through, or in connection with, the Sites is subject to our Privacy Policy, which Privacy Policy is incorporated into these Terms by this reference.
7.2 As indicated in these Terms, these Sites are designed for adults of legal age (18 years and over). For questions about our online Privacy Policy for children please refer to the Privacy Policy.
8. THIRD PARTY SITES
8.1 Some of the websites to which you may link from the Sites are owned by advertisers, service providers, or other third parties (collectively "Third Parties"). It is your responsibility to monitor when you have accessed a link to a website that is not part of the Sites (collectively, the "Third Party Site(s)") and we do not undertake any obligation to expressly notify you (via a pop-up or other interstitial display) when you are linking to a Third Party Site that is not part of the Sites. You can determine if you have linked from the Sites to Third Party Sites by reviewing the URL in the browser window or by "right-clicking" on the page and selecting "properties" if the link opens a new browser window. Third Party Sites may include, without limitation, sites of advertisers, other search and listing service providers, information and referral sources, ratings services, geographic location and navigation services, businesses which allow you to bid for and/or purchase products or services, and other sites of general or specific interest.
8.2 Although we monitor use of our Intellectual Property and take appropriate measures in defending against the misappropriation of our Intellectual Property by Third Parties, we may not be aware of any unauthorized use of our trademarks or service marks included on a site owned and operated by a Third Party and you should not rely upon any Third Party's use of our Intellectual Property in determining whether a Third Party Site is affiliated with the Sites or The San Rafael Directory.com, as such use may be unauthorized.
8.3 Any commercial, sales, use, membership, subscription, affiliation, participation, and promotional relationship you may create with Third Parties, including obligations undertaken by you or a Third Party with respect to payment and delivery of related goods or services, and any other terms, conditions, and warranties or representations associated with such dealings, are solely between you and such Third Parties. If you decide to access any of the Third Party Sites linked to the Sites, you do so entirely at your own risk. Your use of Third Party Sites will be subject to different terms of use than these Terms, and you will be subject to different privacy practices than those set forth in the Privacy Policy governing the Sites. We undertake no obligation to inform or update you regarding the terms, conditions and privacy policies Third Party Sites and recommend that you read the applicable terms of use and privacy policy of any Third Party Site before you access such sites.
8.4 The San Rafael Directory.com makes no representations whatsoever concerning (1) the information, software or other material appearing on, or accessible through, any Third Party Site (including without limitation, any advertisement for products or services on any Third Party Site), (2) the performance or operation of any Third Party Site (including, without limitation, any transactions initiated or conducted through any Third Party Site, any taxes associated therewith and any use by third parties of user credit card information), (3) any products or services advertised or sold on or through any Third Party Site (including, without limitation, the quality, safety and legality of such products or services or the sale thereof), or (4) the sellers of any products or services advertised or sold on or through any Third Party Site. The San Rafael Directory.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with your use of Third Party Sites or your reliance on any such Third Party content, goods or services, available on or through any Third Party Site.
8.5 You assume all risks arising out of or resulting from your transaction of business over the Internet, and you agree that we are not responsible or liable for any loss or result of the presence of information about Third Parties or links to Third Party Sites. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, copyright compliance, legality, legitimacy, decency or any other aspect of the content, advertising, products, services, or other materials on or available from such sites or resources. We do not assume any responsibility for review or enforcement of any local licensing requirements that may be applicable to businesses listed on the Sites.
9. NO ASSURANCES/ NO ENDORSEMENTS MADE BY The San Rafael Directory.com
CONTENT DISCLAIMER
9.1 The San Rafael Directory.com communicates information provided and created by advertisers, content partners, software developers, publishers, marketing agents, employees, users, resellers and other Third Parties. We have no control over the accuracy of such information provided by Third Parties, and Material on the Sites may include technical inaccuracies or typographical errors.
9.2 We make no guarantees, nor can we be responsible for any information accessible on the Sites or included in the Material, including the currency, content, quality, copyright compliance or legality of such information, nor are we responsible for any resulting loss or damage relating to the use of such information. We reserve the right, in our sole discretion and without any obligation, to make improvements to, or correct any error or omissions in, any portion of the information accessible on the Sites. Where appropriate, we will endeavor to update information listed on the Sites on a timely basis, but shall not be liable for any delay or inaccuracies related to such updates.
9.3 We do not investigate, represent or endorse the accuracy, legality, legitimacy, validity or reliability of any products, services, deals, coupons or other promotions ("Third Party Products and Promotions") or Third Party or User Generated Content, including advice, ratings, and recommendations contained on, distributed through, or linked, downloaded or accessed from the Sites.
9.4 References that we make to any names and marks of Third Parties, and Third Party Products and Promotions or hypertext links to related Third Party Sites, do not constitute or imply our endorsement, sponsorship or recommendation of the Third Party Products and Promotions.
9.5 All of the data related to Third Party Products and Promotions including but not limited to, the prices and the availability of any product or service or any feature thereof, is subject to change without notice by the party providing the Product or Promotion.
9.6 The San Rafael Directory.com does not make any representations regarding the availability and performance of the Sites or any of the Third Party Sites to which we link. When you click on advertiser banners, sponsor links, or other external links from the Sites, your browser automatically may direct you to a new browser window that is not hosted or controlled by The San Rafael Directory.com. The San Rafael Directory.com and its affiliates are not responsible for the content, functionality, or technological safety of these external sites.
9.7 We reserve the right to disable links to or from Third Party Sites to our Sites, although we are under no obligation to do so. This right to disable links includes links to or from advertisers, sponsors, and content partners and other Third Parties.
9.8 Some external links may produce information that some people find objectionable, inappropriate, or offensive. We are not responsible for the accuracy, relevancy, copyright compliance, legality, completeness, timeliness or decency of material contained in any externally linked Web sites. We do not fully screen or investigate business listing Web sites before or after including them in directory listings that become part of the Material on our Sites, and we make no representation and assume no responsibility concerning the content that Third Parties submit to become listed in any of these directories.
9.9 The Sites, Services and any Third Party Sites may contain content provided by advertisers or other Third Parties that may not be suitable for children The San Rafael Directory.com does not knowingly collect personal information from children through the Sites.
10. SEARCH RESULTS
10.1 Certain Services and Material accessible on the Sites include search results that may commingle advertising and sponsored business listings ("Paid Advertising Content") with other business listings that are not Paid Advertising Content. Depending on the text of user-provided search terms, Paid Advertising Content will be included in a search results list intermingled with other search results. We do not undertake to identify which content, if any, is Paid Advertising Content, however, you agree and acknowledge that results may be displayed in an order or manner which gives priority to Paid Advertising Content.
11. DELETIONS FROM SITES AND SERVICES
11.1 The San Rafael Directory.com does and may take measures to remove Material and User Generated Content at the request of the advertiser who has decided to "opt-out" of the addition of supplemental Material to its advertising, specifically, to ratings and reviews provided by Third Parties, and User Generated Content.
11.2 We reserve the right, but not the obligation, to delete (or to refuse to post to public forums) any Material and User Generated Content we deem detrimental to the Sites or is, in the opinion of The San Rafael Directory.com, defamatory, infringing or in violation of applicable laws. We reserve the right to exclude the Material from the Sites. The contents from Third Party Sites or User Generated Contents submitted to us for publication on the Sites may be edited for length, clarity and/or consistency with editorial standards of The San Rafael Directory.com.
11.3 If you see objectionable content, you may promptly report the misconduct of users and/or Third Party advertisers included in the Sites to The San Rafael Directory.com The San Rafael Directory.com reserves the right to address such requests individually or on a case-by-case basis.
12. WARRANTY DISCLAIMER
12.1 Any use of the Sites, the Services, reliance upon any of the Material, and any use of the Internet generally shall be at your sole risk. The San Rafael Directory.com disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or the Material accessible by use of the Sites and Services.
12.2 THE SITES AND THE SERVICES (INCLUDING MATERIAL AND INFORMATION POSTED AND ACCESSIBLE THEREIN) ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. INDIANASTATEDIRECTORY.COM DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SITES, SERVICES AND MATERIAL. INDIANASTATEDIRECTORY.COM DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITES, MATERIAL OR THE INTERNET GENERALLY, IS FREE OF VIRUSES, ERRORS, OTHER HARMFUL COMPONENTS, OR WILL BE UNINTERRUPTED. The San Rafael Directory.com DOES NOT WARRANT THAT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
12.3 The San Rafael Directory.com DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY AND ALL WARRANTIES, REPRESENTATIONS AND ENDORSEMENTS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES FOR ANY INFORMATION, GOODS, OR SERVICES, OBTAINED THROUGH, ADVERTISED OR RECEIVED THROUGH ANY LINKS PROVIDED BY OR THROUGH THE SITES; OR REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SITES, SERVICES AND MATERIAL.
12.4 NO ADVICE OR INFORMATION PROVIDED BY The San Rafael Directory.com, ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES AND AGENTS SHALL CREATE ANY WARRANTY.
12.5 NEITHER The San Rafael Directory.com, NOR ITS AFFILIATES, MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING (1) THE OPERATION OR PERFORMANCE OF THE SITES, SERVICES, OR ANY THIRD PARTY SITES, (2) THE NATURE, CONTENT OR ACCURACY (EITHER WHEN POSTED OR AS A RESULT OF THE PASSAGE OF TIME) OF ANY INFORMATION, MATERIAL, APPARATUS OR OTHER PROCESS CONTAINED ON, DISTRIBUTED THROUGH, OR LINKED, DOWNLOADED OR ACCESSED FROM THE SITES (INCLUDING WITHOUT LIMITATION, THOSE CONTAINED ON A THIRD PARTY SITE), (3) ANY PRODUCTS OR SERVICES PURCHASED ON OR THROUGH A THIRD PARTY SITE, OR ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF AN ADVERTISEMENT OR OTHER INFORMATION OR MATERIAL ON OR IN CONNECTION WITH THIS WEBSITE, OR (4) THE INTERNET GENERALLY.
12.6 SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION AND THAT MAY NOT BE LIMITED BY THESE TERM, PROVIDED HOWEVER YOU AGREE AND ACKOWLEDGE THAT TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU WAIVE ANY SUCH STATUTORY RIGHTS WITH RESPECT TO IMPLIED WARRANTIES.
13. LIMITATION OF LIABILITY
13.1 IN NO EVENT SHALL The San Rafael Directory.com BE LIABLE TO ANY USER ON ACCOUNT OF SUCH USER'S USE, MISUSE OR RELIANCE ON THE SITES AND THE SERVICES FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, OR DATA WHETHER BROUGHT IN WARRANTY, CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF INDIANASTATEDIRECTORY.COM IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR CONNECTED WITH (1) THE USE (OR INABILITY TO USE) OR PERFORMANCE OF THE SITES AND THE SERVICES, (2) THE MATERIALOR THE INTERNET GENERALLY, (3) THE USE (OR INABILITY TO USE), (4) RELIANCE UPON OR PERFORMANCE OF ANY MATERIAL CONTAINED IN OR ACCESSED FROM ANY INDIANASTATEDIRECTORY.COM SITE OR A THIRD PARTY SITE, OR (5) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF AN ADVERTISEMENT OR OTHER INFORMATION OR MATERIAL ON OR IN CONNECTION WITH THE SITES. INDIANASTATEDIRECTORY.COM DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, TIMELINESS OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS DISCLOSED ON THE SITE OR OTHER MATERIAL ACCESSIBLE FROM THE SITES. THE USER OF THE SITES AND SERVICES ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS SITE, SERVICES, AND THE INTERNET GENERALLY.
THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, OR IF IT IS OTHERWISE DEEMED UNENFORCEABLE, AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSIONS AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS; IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
14. INDEMNIFICATION
14.1 You agree to indemnify and hold us and, as applicable, our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, harmless from any claim or demand, including any and all losses, liabilities, claims, demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions, and liens, including reasonable attorneys' fees and costs, whether brought by third parties or otherwise, due to or arising out of:
(a) your breach of any representation, warranty, covenant or obligation set forth in these Terms (or any other violation of your agreement with The San Rafael Directory.com on the basis of the Terms);
(b) any information, User Generated Content or other material transmitted, submitted or provided by you through the Sites and Services, including your use of the Sites and Services to provide a link to another website or to upload content or other information to the Sites and, without limitation, our exercise of its rights with respect to such information;
(c) your violation of any law, or your violation of the rights of a third party, including the infringement by you of any intellectual property or other right of any person or entity;
(d) your publication or use of any User Generated Content (including, without limitation, user reviews) displayed on the Sites, or
(e) your use of, or conduct on, any Third Party Site including, without limitation, (i) any information, software or other material viewed or accessed by you on or through any Third Party Site (including without limitation, any advertisement or coupon for products or Services on any Third Party Site), (ii) any transactions initiated or conducted by you through any Third Party Site (including, without limitation, any taxes associated therewith and any use by third parties of your credit card information), (iii) any products or Services that you bid on, purchase or otherwise obtain on or through any Third Party Site (including, without limitation, the quality, safety and legality of such products or Services or the sale thereof), (iv) any reservations you make on or through any Third Party Site, and (v) the conduct of sellers of any products or Services that you bid on, purchase or otherwise obtain on or through any Third Party Site).
14.2 The foregoing indemnity obligations will survive any termination of the Terms.
14.3 The San Rafael Directory.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this Section. You agree not to settle any matter subject to the foregoing indemnification obligations without the express consent and approval of Yellowpages.com.
15. DIGITAL MILLENIUM COPYRIGHT COMPLAINTS
15.1 The San Rafael Directory.com respects the copyright rights of others, and we ask our advertisers and other third parties to do the same. In appropriate circumstances and at our discretion, we may remove, suspend, terminate access, or take other appropriate action against users or other third parties who infringe or repeatedly infringe the copyright rights of others. Therefore, if you reasonably believe that any Material on this Sites contain unauthorized reproductions of your copyrighted work or otherwise infringe an exclusive copyright right, and you reasonably believe it is appropriate to notify us to take any action/and you want us to take any action, then, as required under the Digital Millennium Copyright Act (17 U.S.C. sec. 512), ("DMCA") you must promptly provide in writing the following information to our Designated Agent: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single on-line site are covered by a single notification, a representative list of such works at that site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact you, such as an address, telephone number and e-mail address; A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law;
A statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Our Designated Agent for this website (and the The San Rafael Directory.com Sites) is as follows: WebsiteConnection, LLC dba The San Rafael Directory.com
ANY NOTICE THAT DOES NOT COMPLY WITH THE REQUIREMENTS OF TITLE 17, UNITED STATES CODE, SECTION 512(C)(3) WILL NOT RECEIVE A RESPONSE. NOTHING IN THIS SECTION 15.1 IS INTENDED TO EXPAND OR SUPPLEMENT THE LEGAL RIGHTS, PROCEDURES AND REMEDIES AUTHORIZED AND GRANTED UNDER DCMA AND WE DO NOT REPRESENT ANY RELATED UNDERTAKING BY INDIANASTATEDIRECTORY.COM NOT OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW.
16. TERMINATION
16.1 We may terminate this Agreement, or terminate or suspend your access to the Services, at any time, with or without notice or cause. Upon termination or suspension, your right to access the Sites and use the Service will immediately cease. We may discontinue, temporarily or permanently, the Services, with or without notice.
16.2 We reserve the right to terminate, suspend, or restrict your access to the Sites and your use of the Services, in whole or in part, unilaterally and without notice, in the event that you violate any of the Terms. If asked to do so, you agree that you will not attempt to access the Sites or attempt to utilize the Services by any alias or other disguised or fraudulent identity.
17. REMEDIES AVAILABLE TO US
17.1 The San Rafael Directory.com reserves the right to seek any and all remedies available at law or in equity in connection with a violation of these Terms.
17.2 The San Rafael Directory.com reserves the right to investigate complaints or reported violations of these Terms and to take any action we deem necessary and appropriate. Such action may include reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties. In addition, we may take action to disclose any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted Material, IP addresses and traffic information which are also governed by the Privacy Policy.
17.3 You agree that monetary damages may not provide a sufficient remedy to us for violations of the Terms and you consent to injunctive or other equitable relief for such violations.
17.4 Nothing in these Terms is intend to confer upon you or any third parties any rights, remedies, or benefits not otherwise expressly conferred. Your use of the Services and Site (including any establishment of an Account or submission of User Generated Content) does not create any partnership, agency, joint venture, fiduciary or other similar relationship between The San Rafael Directory.com and you.
18. ASSIGNMENT
18.1 You may not assign these Terms or otherwise transfer this Agreement, in whole or in part; any attempt to do so shall be void.
19. SEVERANCE
19.1 If for any reason a court of competent jurisdiction finds any provision of the Terms to be invalid or unenforceable, the provision will be superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement will continue in effect and remain fully enforceable.
20. LIMITED TIME TO BRING CLAIM
20.1 You acknowledge and agree that that it is the intent of both you and The San Rafael Directory.com to limit the period of time a claim may be filed, even if the period is shorter than that fixed by the statute of limitations. You therefore agree that any cause of action arising out of or related to the Sites and Services must commence within one (1) year after the cause of action accrues, otherwise such cause of action is permanently barred.
21. MISCELLANEOUS
21.1 You are responsible for compliance with applicable laws, regulations and ordinances related to your use of the Services. Your compliance with applicable laws is not limited to jurisdictions within the United States (including US Federal law) but also the laws, regulations and ordinances of any jurisdiction from which you access the Site or use the Services.
21.2 These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions or your actual state or country of residence, and you agree to submit to personal jurisdiction in Los Angeles County, California. You agree to exclude, in its entirety, the application to these Terms of the United Nations Convention on Contracts for the International Sale of Goods.
21.3 All other claims, including without limitation, claims under or for violation of consumer protection laws, unfair competition laws, and in tort, will be adjudicated under the laws of your state of resident in the United States, or, if you reside outside the United States, under the laws of the country in which the subject Sites are directed.
21.4 Except as expressly stated herein, the Terms constitutes the entire agreement between you and The San Rafael Directory.com with respect to the Services, and it supersedes and replaces all prior or contemporaneous communications, proposals, understandings or agreement, whether electronic, oral or written, between you and The San Rafael Directory.com with respect to the Services and/or the subject matter of these Terms.
21.5 Any waiver of any provision of the Terms will be effective only if in writing and signed by you and The San Rafael Directory.com. Our failure to enforce our rights and remedies available to us with respect your breach of these Terms shall not constitute a waiver of such breach nor of any prior, concurrent, or subsequent breach of the same or any other provision of these Terms.
These Terms were last modified and effective as of JAN 1 2010
Terms and Conditions for Internet Advertising
TERMS AND CONDITIONS FOR ADVERTISING
1. Scope / Parties. These Terms and for Advertising ("Ts&Cs") are incorporated with and include all terms contained in the order page(s) / insertions order(s), whether printed or electronic (collectively, the "Order") submitted by the party identified as the "Customer" or "Advertiser" on the first page of Order(s) (the "Advertiser," who is hereafter sometimes referred to herein as "you" or "your") and accepted by Website Connection LLC, sometimes doing business as The Scottsdale Directory , its agents and/or affiliates (the "Publisher," who is hereinafter referred to as "us", "we" and "our"). Taken together, the Order and the Ts & Cs constitute a request for us to arrange for the fulfillment of the advertising services and products (each an "Advertising Product") identified on the Order which, upon acceptance by us, will become a contract for the delivery of advertising services (the "Agreement"). The Agreement may also include certain product specific addenda which, upon acceptance by us, shall be incorporated herewith. Each of our distribution or fulfillment vendors or internet search engines on which we place or through which we distribute your Advertising Product(s) (each, a "Distribution Site") is an intended third-party beneficiary of your obligations hereunder that relate to Advertising Products and may independently enforce each obligation directly against you.
2. Ownership and Use of Data. (a) Performance Data. By executing the Order, you hereby acknowledge and agree that we and/or the Distribution Sites shall, subject to our respective and applicable privacy policies (a copy of our privacy policy being available at TheScottsdaleDirectory.com or at such other URL we may provide from time to time and hereafter referred to as our "Privacy Policy"), be collecting detailed data ("Performance Data") with respect to how your Advertising Products are accessed, viewed or otherwise interacted with by the end users of the sites we control, including, without limitation, any clicks, calls, searches, views, impressions or some other items or actions (each an "Action"). Unless otherwise expressly provided for herein with respect to certain reports of performance, or as otherwise agreed to in writing and duly executed by one of our properly authorized representatives, that we and/or the Distribution Site collecting such Performance Data shall be the exclusive owner thereof and that you shall not have any right to any part of the Performance Data. You hereby authorize the collection of such Performance Data and waive or assign to us any rights you may have had with respect thereto. You agree that we are free, subject only to compliance with our Privacy Policy, to use the Performance Data we collect for any purpose we choose, at our sole and absolute discretion and without the need to seek any additional consent or permission from you. (b) Advertiser Information. You agree that we may retain and use, subject to the terms of our Privacy Policy, all information you provide, including but not limited to demographics and contact and billing information, whether delivered pursuant to this Agreement or via web site, media player, video content, mobile content, or feed associated with your Advertising Product. You agree that, subject to compliance with our Privacy Policy, we may share non-personally-identifiable information about you and your Advertising Products, including URLs, Advertising Product-specific statistics and similar information collected by us, with advertisers, vendors, Distribution Sites, and other third parties. You agree that we may use your name, logo and/or advertising in presentations, marketing materials, customer lists, financial reports, web site listings of advertisers, search results pages, and/or complimentary trials of new advertising products or services.
3. Initial Term / Automatic Renewal / Termination. (a) Initial Term. Following execution and submission of an Order by you (either in writing or by electronic signature, including recorded oral acceptance of this Agreement) the term of this Agreement shall commence upon acceptance by us and shall (subject to our right hereunder to terminate or suspend our performance or remove Advertising Products under circumstances specified in this Agreement) continue until we have fulfilled the Advertising Products specified in the Order for the initial term specified in the Order (the "Initial Term"). If no time period is specified in the Order, the Initial Term shall be for a period of twelve (12) months. (b) Automatic Renewal. Unless otherwise expressly provided for a particular Advertising Product in the Order accepted by us and except as provided below in these Ts&Cs or the appropriate addendum, upon expiration of any term of a particular Advertising Product, this Agreement shall automatically renew with respect to that Advertising Product for a "Renewal Term" for a period equal in length to the Initial Term, unless you or we notify the other of its intent not to renew at least thirty (30) days before expiration of the Initial Term. All Advertising Products provided during a Renewal Term will be subject to the then-current terms and conditions, pricing and other terms for Internet Advertising available on our Web site(s) (such then current terms and conditions superseding and replacing these Ts&Cs as part of this Agreement) (c) Termination. Upon acceptance by us, neither party may terminate this Agreement during the Initial Term as to any Advertising Product, provided that we may terminate this Agreement in whole or in part at any time upon notice to you if you breach this Agreement or if we determine, in our sole discretion, that a particular Advertising Product does not conform to our specifications or editorial standards. Unless otherwise provided in the Order, either you or we may terminate the Renewal Term, with or without cause, upon thirty (30) days' prior written notice to the other. If you choose to have an Advertising Product removed from any site and/or any advertising services discontinued prior to the end of the Initial Term or Renewal Term, as the case may be, you shall notify us in writing and the unpaid balance for the entire Initial Term or Renewal Term will become immediately due and owing.
4. Rates and Payment. Unless otherwise provided in the Order, we will bill you during our first applicable billing cycle after we fulfill your order for an Advertising Product and will continue to bill you during each applicable billing cycle thereafter during the term of this Agreement. The billing cycle will be thirty (30) days unless otherwise provided in the Order or as may be modified pursuant to prior written notice. We will bill you for Advertising Products for which no rate is specified in the Order at our standard rates for such Advertising Products at the time that we provide such Advertising Products. Any rates specified in the Order will apply during the Initial Term only. Unless you or we terminate this Agreement at the end of the Initial Term, you will be invoiced for each billing cycle of any Renewal Term at our standard rates during such billing cycle for such Advertising Products. Such standard rates may be higher than the rates set forth on the Order. Payments are due on the due date specified on the invoice or, if no payment date is specified, then thirty days after the date of the invoice. We may remove, or (in the case of Advertising Products placed on Distribution Sites) cause to be removed, any or all Advertising Product(s) and suspend any or all related services hereunder if payment is not received by the due date. Your prompt payment of any costs that we incur to suspend services or remove or cause removal of Advertising Products, or to resume services or replace or cause replacement of Advertising Products, will be a condition to our resumption of services and the replacement of Advertising Product. We may charge late payment fees that will accrue at our then-current standard rates or, if lower, the maximum rate permitted under applicable law. You agree to pay any attorneys' fees and costs that our agents or we incur in collecting any unpaid amount. You will pay any sales, use or other local, state, federal, foreign or other taxes or governmental fees arising out of or in connection with this Agreement, other than taxes based on our net income.
5. Denial of Credit. If your application for business credit is denied, you have the right to a written statement of the specific reasons for the denial. To obtain the statement, you must contact us within 60 days from the date you are notified of our decision and we will send you a written statement of reasons for the denial within 30 days of receiving your request for the statement. Notice: The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant's income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law concerning this creditor is Federal Trade Commission, Equal Credit Opportunity, Washington, DC 20510.
6. Advertiser Representations. The individual executing the Order and this Agreement on your behalf represents and warrants that they have sufficient authority to enter into this Agreement on your behalf and to bind you to all the terms hereof. You represent and acknowledge that you are: (a) a business, not a consumer; and (b) entering into this Agreement to obtain the Advertising Products for the benefit of your own business and not for the benefit or on behalf of any third party, including, but not limited to, any of your shareholders, partners, owners, employees, agents or affiliates. You further represent and warrant that you have all necessary rights to provide all information provided to us or any Distribution Site in connection herewith (including all content, data, data feeds, listings, titles, URLs, descriptions and, if applicable, selected keywords utilized in connection with any kind of search related functionality) for use as described in the Order, and that all such information and all claims, statements, products and services contained or referenced therein, whether provided by you and/or in any site(s) to which your Advertising Product(s) link(s): (a) do not violate any law, statute, ordinance, treaty or regulation; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) will not contain any content of an adult or obscene nature. You will not, nor will you allow anyone working for you to: (a) engage or cause others to engage in any form of spamming or improper or malicious, as determined by us, clicking, impression or marketing activities; (b) access our networks or systems for any purpose other than for internal use to manage your accounts(s) for which such content or data directly relates; (c) interfere or attempt to interfere with the proper working of our networks or systems; and/or (d) use any data from our network or systems for external commercial purposes without our prior written permission. You warrant that you are currently and will at all times during the term of this Agreement remain in compliance with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in your performance of any acts hereunder or in connection with your Advertising Products.
7. Performance Based Advertising Products. With respect to any Advertising Product which is performance based, which has a performance element to it and/or for which we charge a fee based upon the delivery of certain Actions, you acknowledge that our only obligation shall be that the number of Actions identified in the Order, if any, will be provided. We do not guarantee that any Action (1) will be from potential customers for you; (2) will be of any benefit or value to you; and/o3 (3) have any other aspect or characteristic not expressly agreed to in the Order. Depending on the nature and distribution of your Advertising Product(s), you acknowledge that we cannot prevent distribution to and therefore Actions may come from or be associated with sites which may be potentially offensive to you, including adult sites or sites with adult sounding URLs, and/or be the result of prohibited or improper third party purposes, including spiders, robots, autodialers and other automated or mechanical means. Where appropriate, we will send or make available periodic reports from us or relevant Distribution Sites regarding the number of Actions we deliver. You agree that such reports and the counts contained therein shall be the conclusive, definitive measurements of our performance, and that they shall determine your related obligations for all purposes of this Agreement. No other measurements or usage statistics from any source whatsoever shall be accepted by us or have any applicability to our obligations or your rights under this Agreement. If you cancel your performance based Advertising Product or disable your Web site or otherwise impair our ability to complete the Actions, we will invoice you for the remaining months of the Initial Term or retain the amount of any remaining budget as an early termination charge. We have no liability for any Actions you dispute. However, in our sole discretion, we may issue you a credit for additional Actions to be delivered.
8. Distribution. Unless otherwise expressly specified on an Order or in a product specific addendum, you acknowledge that we make no warranties with respect to the distribution of any Advertising Product(s) and that the nature and extent of any distribution and the design, extent and/or organization of any distribution network shall be at our sole and absolute discretion. You acknowledge that we have multiple distribution networks, depending on the particular Advertising Product and /or related services or features which may be purchased in connection therewith, and the fact that a particular Distribution Site is included in one distribution network for a particular Advertising Product does not mean that it will be included in the distribution network(s) for another Advertising Product. We may discontinue or add Distribution Sites at any time in our sole discretion. You acknowledge that we cannot provide you with (1) the names of any search engines and/or search engine networks to which any Advertising Product(s) will be submitted and/or (2) the URL and IP address from which clicks or other Actions are made. We may change Distribution Sites, including search engines, from time to time in our sole discretion and without notice to you. You agree that all placements of Advertising Product(s) on Distribution Sites, including search engines, pursuant to this Agreement shall conclusively be deemed to have been approved by you. You acknowledge that the nature of the internet and/or electronic distribution means that neither we nor any Distribution Site can control where your Advertising Product(s) may be distributed outside the scope of this Agreement and you expressly assume all risk associated with such distribution. You acknowledge that neither we nor the Distribution Sites are responsible for content upon any site where your Advertising Product may appear that we do not directly control and that some sites may include content that is generated by third parties and which, therefore, may not be within the control of the site owner. Depending on the Advertising Product(s) you purchase from us, you acknowledge that it is not possible to avoid placing your advertisements on web sites which may display adult content, have adult-oriented domain names, or that are primarily intended as gambling sites and you agree that we shall in no event have any liability to you of any type or nature as a result of any such placement or any other such placement that may be offensive to you. We or any Distribution Site may refuse, remove and/or terminate Advertising Products and our services due to any content that we or a Distribution Site deem for any reason (a) may subject us, a Distribution Site or another party to liability, (b) includes obscene, profane, sexual, violent or other inappropriate content, or (c) is otherwise unacceptable in our or the Distribution Site's sole discretion; provided that we have no obligation to review your advertisements and shall have no liability related to the content thereof. If this occurs, you will remain responsible for payment of all amounts to be invoiced for the then-current term and will not be entitled to any refund or abatement or any extension of the term of this Agreement.
9. Intellectual Property. You assume sole responsibility for the protection of any copyrights, trademarks, service marks, trade names and other intellectual property owned wholly or partially by you or which you are authorized to use or display. If we receive notice or documentation indicating that another person or entity contests your right to use or display a name, trademark, service mark or other content, we may reject or discontinue the Advertising Products and our services without liability to you until such time you have resolved that dispute with the other party to our satisfaction. You warrant and represent that you have all necessary rights to use, publish, reproduce, distribute, display publicly, promote, perform, resize, rearrange, modify and create derivative works of any intellectual property provided by you or on your behalf for inclusion in an Advertising Product ("Advertiser Creative"). You further acknowledge that the submission of Advertiser Creative must be properly documented in accordance with our then current practices and procedures. As to Advertising Products we create for you, whether in whole or in part, and any derivative work that we create from your content, you acknowledge that we are an author and assign to us all rights in and to any independently copyrightable contribution you might have made to the advertising; provided however that you shall retain ultimate ownership of any properly documented Advertiser Creative and that our rights shall relate to the Advertising Products as a whole and those elements which are not Advertiser Creative and not to the Advertising Creative on a stand alone basis. You further acknowledge that we retain all right, title and interest, including the copyright, in such Advertising Products, with the exception of your rights as properly documented for Advertiser Creative, and that neither you nor we intend for such advertising to constitute a joint work. You grant us a nonexclusive license, including the right to sublicense, to copy, distribute, create derivative works based upon, publicly display, publicly perform and otherwise use any trademark, service mark, graphics, text or other content, including Advertiser Creative, you provide to us in connection with our performance of our obligations under this Agreement. Upon termination of this Agreement, we are not obligated to return any of these works to you.
10. Design of Sites, Statistics and Interruption of Our Services. We and the Distribution Sites may redesign or modify the organization, structure, operation, methodology and/or "look-and-feel" of our respective Web sites, Advertising Products, networks and/or published set of headings and directories at any time and without notice. Unless otherwise expressly provided in the Order, you acknowledge that: (i) we make absolutely no warranty or commitment regarding the particular characteristics of any particular website in our distribution network, whether controlled by us or by a Distribution Site; and (ii) the characteristics of any website may change at the sole discretion of the person controlling that website and without prior notice to you or us. Although some sites controlled by us or a Distribution Site may assign certain Advertising Products things like internally generated point values and/or seniority dates, such assignments are internal to those sites and/or to our relationship with that Distribution Site and do not confer any rights to you. You expressly disclaim any claim you might have to be a third party beneficiary of any relationship we may have with any Distribution Site. We or any Distribution Site may position your advertisement on any page within the appropriate sites, in any position upon such page, in any sequence and in association with any classified heading or keyword(s) we or any Distribution Site deems appropriate unless otherwise specifically noted in the Order. Unless expressly provided on the Order, neither any Distribution Site nor we make any representation or warranty with respect to traffic or usage statistics regarding Actions on our site or on any Distribution Site or the levels of Actions, cost per Action, or click-through or similar rates per Action or the quality or conversion rate for any advertisement. Neither any Distribution Site nor we will have any liability to you and you will remain responsible for all moneys owed to us should there be an interruption in our Web site or any third party site or other interruption in our services hereunder for any period of time, although we may, in our sole discretion, issue credits or extend the term of this Agreement in the event of interruptions lasting several days or longer.
11. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE IN THIS AGREEMENT, NEITHER WE NOR ANY DISTRIBUTION SITE MAKES, AND WE HEREBY EXPRESSLY DISCLAIM, ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES TO YOU OF ANY KIND, EITHER EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE), REGARDING THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF THE ADVERTISEMENTS OR ADVERTISING PRODUCTS, LINKED SITES, ANY SITE WE MAY CREATE FOR YOU, OR OTHERWISE UNDER OR RELATED TO THIS AGREEMENT. AS A CONDITION OF OUR WILLINGNESS TO ENTER INTO THIS AGREEMENT, YOU AGREE THAT YOU HAVE NOT RELIED UPON ANY SUCH WARRANTY AND ASSUME ALL RISKS CONCERNING THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF THE ADVERTISING PRODUCTS.
12. Assignment. You may not resell, assign, transfer or delegate any of your rights, duties or obligations without our prior written consent, which we may grant or withhold in the exercise of our absolute and sole discretion; in the event we give such consent, the assignee must, without any reservation, assume all of your rights, duties and obligations. Any attempt to resell, assign, transfer or delegate such rights, duties or obligations without our prior written consent shall constitute a breach of this Agreement and shall be of no force or effect. We shall have the right to subcontract performance of our obligations hereunder or to assign or otherwise transfer this Agreement or any of our rights, obligations or duties hereunder to any person or entity at any time.
13. Notices. All of our notices, demands and other communications must be in writing and will be deemed to have been given (a) if mailed by certified mail, postage prepaid, (b) if delivered by overnight courier, (c) if sent by facsimile transmission and such transmission is confirmed as received, or (d) if sent by electronic mail, and such message is confirmed as received, in each case to the address, fax number or email address specified on the Order for the recipient of such notice. All of your notices, demands and other communications must be in writing and will be deemed to have been given (a) if mailed by certified mail, postage prepaid or if delivered by overnight courier, to our address as shown on our Web site.
14. LIMITATION OF LIABILITY. NEITHER WE NOR ANY OF OUR AFFILIATES NOR ANY DISTRIBUTION SITE OR OTHER VENDORS SHALL HAVE ANY LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE ADVERTISING PRODUCTS FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOSS OF PROFIT, LOSS OF INCOME OR REVENUE, LOSS OF GOODWILL, THE REJECTION OR REMOVAL OF ANY ADVERTISING CONTENT, ANY DELAY OR ERROR IN DISPLAYING OR OUR FAILURE TO DISPLAY CONTENT, OR OUR FAILURE TO PERFORM SERVICES. WITHOUT LIMITING THE PROVISIONS OF SECTION 14, IN NO EVENT SHALL OUR LIABILITY FOR MONETARY DAMAGES EXCEED THE AMOUNT YOU HAVE ACTUALLY PAID TO US FOR THE ADVERTISING PRODUCTS OR OTHER SERVICES WITH RESPECT TO WHICH SUCH LIABILITY AROSE. You acknowledge and agree that the provisions of this Agreement that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies are essential terms of this Agreement and are fundamental to the parties' understanding regarding allocation of risk. Accordingly, such provisions shall be severable and independent of any other provisions of this Agreement and shall be enforced regardless of any breach hereof or other occurrence or condition relating in any way to this Agreement or the Advertising Products. Without limiting the generality of the foregoing, YOU AGREE THAT ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND EXCLUSIONS OF CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR REMEDIES SHALL REMAIN FULLY VALID, EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EVEN UNDER CIRCUMSTANCES THAT CAUSE ANY EXCLUSIVE REMEDY UNDER THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE. The limitations contained in this Section 13 apply regardless of the form of action, including actions in contract, tort (including negligence), and strict liability.
15. Exclusive Remedies. If we breach our obligation hereunder to fulfill any Advertising Product or breach any other obligation hereunder, we will make commercially reasonable efforts to fulfill such Advertising Product at a later date on the same or substitute site or internet search engine, provide reasonably comparable makegoods and/or otherwise reasonably to cure such breach. THE FOREGOING CONSTITUTES OUR SOLE OBLIGATION AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH BY US OF THIS AGREEMENT (EITHER DIRECTLY OR THROUGH A FAILURE OF PERFORMANCE BY ANY DISTRIBUTION SITE).
16. Force Majeure. In no event shall we or any Distribution Site have liability or be deemed to be in breach hereof for any failure or delay of performance resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, network failure, riot, explosion, embargo, strikes (whether legal or illegal), terrorist act, labor or material shortage, transportation interruption of any kind or work slowdown or any other condition not reasonably within our control. Your payment obligations shall continue during any event of force majeure.
17. Indemnification. You agree to indemnify us, our affiliates and the Distribution Sites and hold us, our affiliates and the Distribution Sites harmless from and with respect to any claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, actual attorneys' fees) that may at any time be incurred by us or them arising out of or in connection with this Agreement or any Advertising Products or services you request, including, without limitation, any claims, suits or proceedings for defamation or libel, violation of right of privacy or publicity, criminal investigations, infringement of intellectual property, false or deceptive advertising or sales practices and any virus, contaminating or destructive features.
18. Telephone Conversations, E-mail. All telephone conversations between you and us about your advertising may be recorded and you hereby consent to such monitoring and recordation. By executing this Agreement, you also grant us your consent to contact you electronically concerning your account or concerning additional products or services at any e-mail address you supply or which we obtain from third party sources. You agree to notify us promptly if there is any change to the telephone number or e-mail address at which you would prefer to be contacted.
19. Limited Inventory. You acknowledge that, to the extent that any Product(s) specified in the Order are considered by us to be "limited inventory" items (ex: items of which only a limited number are published per category, per local service area), your ability to purchase any such Product(s) shall be entirely contingent upon the availability of the subject advertising space. You further acknowledge that we generally do not have the ability to ensure the availability of any particular limited inventory item and that if we determine that any limited inventory Product(s) you requested is/are no longer available to you, you hereby authorize us, in our sole discretion, to downgrade that portion of your Order to any available Product(s) which we determine to be comparable to the Product(s) you request, with a corresponding adjustment to your subsequent payment obligations.
20. ACH (Automated Clearing House) Authorization. You authorize us to initiate debits in the amount of your monthly bills under this contract as electronic funds transfers (EFT's) or draft drawn from the financial institution account identified by you with this contract. You understand your automatic payment will be deducted on the due date of each bill. This authorization will remain in full force and effect until we have received notification in writing in such time and in such manner as to afford us and your financial institution a reasonable opportunity to act on it. However, cancellation of your automatic payment method shall not relieve you of any payment obligations under this contract. You release us and our payment processors from any and all claims arising from the use of this Direct Payment service. If your payment is returned unpaid, you authorize the collection of the payment and your state's return item fee by EFT's or draft's drawn on your account. Your state's returned item fee is set forth below. If this payment is from a corporate account, you make these authorizations as an authorized representative and agree that the entity will be bound by the NACHA Operating Rules. (States: Delaware, Mississippi, South Dakota - Fee: $40.00; States: Maryland, Nebraska, Virginia - Fee: $35.00; States: Alaska, Alabama, Georgia, Hawaii, Iowa, Kansas, Minnesota, Montana, North Dakota, New Jersey, New Mexico, Ohio, Pennsylvania, South Carolina, California, Washington, Wyoming - Fee: $30.00; States: Arkansas, Arizona, California, District of Colombia, Florida, Illinois, Kentucky, Louisiana, Massachusetts, Maine, Michigan, Missouri, North Carolina, New Hampshire, Nevada, Oklahoma, Oregon, Rhode Island, Vermont, Wisconsin, West Virginia - Fee: $25.00; States: Colorado, Connecticut, Idaho, Indiana, New York, Tennessee, Utah - Fee: $20.00).
21. Online Feedback/User Reviews. You acknowledge that the TheScottsdaleDirectory.com website, related websites and/or one or more Distribution Sites make available to the public information provided and created by users by means of user review postings, ratings and/or similar mechanism (hereafter "User Reviews"). The views and opinions expressed in such User Reviews, along with any information provided therein, are the sole and exclusive responsibility of the person or people who made such postings. We do not monitor, nor do we control, the content of the User Reviews and we have no way of determining when User Reviews may include technical inaccuracies or typographical errors. On behalf of ourselves, TheScottsdaleDirectory.com, any related sites and any Distribution Sites, we hereby expressly disclaim any responsibility or liability associated with the views and/or content contained in the User Reviews. USER REVIEW OPT OUT RIGHTS: TheScottsdaleDirectory.com, along with many of the related sites and Distribution Sites offer some form of "opt out" with respect to the User Reviews. It is solely and exclusively your responsibility to take advantage of such "opts outs." By not opting-out of any of the User Reviews, you agree to hold us, our related sites and any Distribution Sites, harmless for all associated User Reviews, including the content, quality, copyright compliance or legality of any User Review, or any resulting loss or damage, including but not limited to defamation, loss of business, and infringement of intellectual property rights.
22. Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts entered into and performed in New York by residents thereof. Any action or proceeding brought by you under or relating to this Agreement shall be brought in a state or federal court located in the City of New York, State of New York, and you hereby irrevocably submit to the personal jurisdiction of and irrevocably consent to venue in such courts for purposes of any such action or proceeding. Any claim against us arising from this Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy by any other party.
23. Entire Agreement. This Agreement constitutes the entire agreement between you and us with respect to the subject matter of this Agreement and supersedes all prior written and all prior or contemporaneous oral communications regarding such subject matter. Accordingly, you should not rely on any representations or warranties that are not expressly set forth in this Agreement. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Except as provided in Section 1, this Agreement may not be modified except by writing signed by you and us; provided, however, we may change these Ts&Cs from time to time, and such revised terms and conditions shall be effective with respect to any Advertising Products ordered after written notice of such revised terms to you or, if earlier, posting of such revised terms and conditions on our Web site.
Disclaimer
WebsiteConnection, LLC, sometimes doing business as The San Rafael Directory.com. , its agents and/or affiliates (the "Publisher," who is hereinafter referred to as "THD","The site", "This site","us","we" and "our")
This site is not operated by, sponsored by, endorsed by, or affiliated with the City of Henderson or United States Government in anyway.
We are an independent non government organization dedicated to providing local businesses with an affordable way to advertise their products and services without monthly contracts and inflated prices. The San Rafael Directory was founded on the belief that a client's return on investment (ROI) should be the determining factor when it comes to choosing any advertising plan.
We will not be held responsible or liable for any goods or services represented by this directory. Our purpose is to give you options when you choose a business, and our responsibility ends at simply displaying businesses.
Always do the research when getting any goods or services from the internet or in person. Check a companies history and references. Please be a smart consumer and make sure you are getting your money's worth. Check all liceses, certifications and regulations for the company you may want to hire. The companies are just listed on this page for your easy access.
If there is a problem with a business listed here on our site, please inform us. We will take the necessary action to remove a business from our directory upon "proven negative feedback". This is a public service.
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