Local Listing Agreement
This Local Listing Agreement ("Agreement") is a legal agreement between Slamdot, Inc. ("Slamdot", "us", or "we"), a Delaware corporation, and the business by which the individual accepting this Agreement is employed or otherwise engaged (the "Customer" or "you"). Slamdot and Customer are each referred to herein as a "Party," and collectively as the "Parties." This Agreement, together with any other applicable terms and conditions referenced herein, governs in its entirety the relationship between Slamdot and the Customer in connection with the Products (as defined below) for which Customer has purchased a subscription.
1.1 Product Subscriptions – Slamdot offers its customers a subscription that includes various online products (each, a "Product"). Certain Products may involve distribution of Customer Content (as defined in Section 3.5) and/or other interactions with third parties (the "Partners") that own or operate online business directories, search web sites, social media web sites, mobile apps or other online properties (the "Partner Sites"). Customer acknowledges and agrees that (i) all content submitted for any Product shall be subject to the Partners' character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Partner at any time in its sole discretion, or modified by Slamdot or the Partner at any time to comply with such policies, (ii) Slamdot does not guarantee that any content will be displayed on any Partner Site, and (iii) the appearance and/or location of any content placement may change at any time. SLAMDOT SHALL HAVE NO LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN THE PARTNER SITES, FOR ANY DECISION BY A PARTNER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY CUSTOMER, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii) OR (iii) OF THE PRECEDING SENTENCE.
1.2 Implementation at Customer's Request – Slamdot may from time to time, at the request of the Customer, assist Customer with the implementation of certain features that are a part of the Products. This may include interaction with the Customer's website and webpages. Any such assistance provided by Slamdot is at the Customer's own risk. SLAMDOT SHALL HAVE NO LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN THE CUSTOMER'S WEBSITE OR TO ANY CUSTOMER CONTENT OR OTHERWISE IN CONNECTION WITH SUCH ASSISTANCE.
2. Fees and Payment
2.1 Fees – By purchasing a subscription, you agree to any fee and payment terms that are described herein and/or during the online registration process. Any Product fees are exclusive of any sales or other taxes (other than taxes on Slamdot's income).
2.2 Provision of Credit Card Information; Payment Terms – You will be required to provide Slamdot with a valid credit card number upon registration for a subscription. You hereby warrant and represent that you have the authority to provide such credit card information to Slamdot and shall be responsible for all charges made thereto. Slamdot will bill your credit card in advance of each Billing Period (as defined below) for the fees incurred for such Billing Period, as well as for any outstanding balances. Your "Billing Period" will be specified by Slamdot at the time of registration, though Slamdot reserves the right to change the term of future Billing Periods at any time. Any and all late payments shall accrue interest at the rate of one and one half percent (1.5%) per month (or the highest rate permitted by law, whichever is less). In addition, you are responsible for paying any reasonable expenses and attorneys' fees that Slamdot incurs in connection with collecting late amounts.
2.3 Automatic Renewal – SLAMDOT WILL AUTOMATICALLY RENEW EACH OF YOUR PRODUCT SUBSCRIPTIONS AND CHARGE YOUR CREDIT CARD AT THE BEGINNING OF EACH SUBSCRIPTION RENEWAL PERIOD, SO LONG AS YOUR SUBSCRIPTION HAS NOT BEEN CANCELLED. The automatic charge to your credit card will occur at the commencement of each subscription renewal. You acknowledge that the amount billed each year may vary for reasons such as promotional rates no longer being applied, changes in your subscription (for example, changes in the number of your locations under your subscription), changes in the amount of applicable sales tax or other reasons; and you authorize us to charge your credit card for such varying amounts. Slamdot may also periodically preauthorize your credit card in anticipation of account or related charges.
3. Use of the Products
3.1 License – Slamdot hereby grants Customer a limited, non-exclusive, non-transferable right and license to access and use the Products solely in connection with Customer's legitimate business needs. This license will terminate in the event the applicable subscription is not renewed or this Agreement is terminated pursuant to Section 4, in which case Customer will immediately cease any further use of the Products.
3.2 Ownership – The Products are the copyrighted works of Slamdot and/or its various third party licensors and partners.
3.3 Trademarks – The trademarks, service marks, logos and any designs used or displayed on the Products or any Slamdot owned webpage are trademarks and/or service marks owned by Slamdot or its licensors. Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Slamdot trademark displayed on the Products or any Slamdot owned webpage or website without Slamdot's prior written permission in each instance. The appearance of any third-party trademarks does not in any way imply any connection, license, approval or other such relationship of any kind with such third party.
3.4 Usage Restrictions – Customer's use of the Products is limited solely to those rights granted in Section 3.1. Customer shall not copy, prepare derivative works, decompile or reverse engineer the Products. Customer will not remove any trademark, copyright, or other proprietary rights notices which appears on the Products. In addition, Customer will not use the Products for any unlawful or fraudulent purpose including, but not limited to: (a) impersonating any person or entity, (b) harvesting or collecting any personal information in violation of applicable law or (c) promoting any product, service or business that is unethical, obscene or in violation of any applicable law or regulation.
3.5 License to Customer Content – Customer hereby grants Slamdot a non-exclusive, worldwide, paid-up, royalty-free, transferable (in the event of a sale or other change of control of Slamdot's business), perpetual, irrevocable right and license to use, copy, publish, distribute, syndicate, reformat and update (for example, to improve accuracy and/or standardize formats) any and all listing content and other content that is provided by or on behalf of you in connection with your use of the Products ("Customer Content"). Slamdot may sublicense this right to any Partners and other online partners. This license will survive any termination or expiration of this Agreement.
4. Term and Termination
4.1 Term – This Agreement is effective as of the date you register for a subscription and shall remain in full force and effect until terminated by either party in accordance with this Section 4.
4.2 Termination for Convenience – Either Party may terminate this Agreement and disconnect some or all of the Services at any time for convenience upon notice to the other Party (which may be provided by email).
4.3 Survival – Upon any termination or expiration of this Agreement, Customer will pay Slamdot any fees due and payable prior to the effective date of such expiration or termination. The following provisions shall survive any termination of this Agreement: Section 3.5 ("License to Customer Content"), this Section 4.3 ("Survival"), Section 5 ("Disclaimer and Limitation of Liability"), Section 6 ("Indemnification"), Section 7 ("Representations and Warranties"), Section 8 ("Special Terms for Slamdot Social Product") (to the extent applicable) and Section 9 ("General Provisions").
5. Disclaimer and Limitation of Liability
THE PRODUCTS AND ANY SERVICES PROVIDED BY SLAMDOT IN CONNECTION WITH THIS AGREEMENT ARE SUPPLIED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, SLAMDOT MAKES NO, AND DISCLAIMS ALL, WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR OTHERWISE. THE SLAMDOT PRODUCTS AND SLAMDOT WEBSITE, AND OTHER WEBSITES, DATABASES AND/OR THIRD PARTY PROGRAMS CONTAINED WITHIN THE PRODUCTS, MAY CONTAIN BUGS, ERRORS, PROBLEMS AND/OR OTHER LIMITATIONS. SLAMDOT HAS NO LIABILITY, WHATSOEVER, TO YOU OR ANY THIRD PARTY, FOR ANY CHANGES MADE TO THE CUSTOMER CONTENT OR TO THE YOUR WEBPAGE OR WEBSITE AS A RESULT OF SLAMDOT'S ASSISTANCE IN IMPLEMENTING ANY PRODUCT FEATURES, ANY OTHER PARTY'S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY'S USE OF, OR INABILITY TO USE, SLAMDOT WEBSITES, DATABASES AND/OR PROGRAMS. SLAMDOT DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT ANY OTHER PARTY'S SECURITY METHODS, PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY'S USE OF SLAMDOT'S WEBSITE, DATABASES AND/OR PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL SLAMDOT OR ANY PARTNER BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IF SLAMDOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SLAMDOT WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THE AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THE AGREEMENT, AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND SLAMDOT'S CONTROL. IN ADDITION, AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, SLAMDOT'S LIABILITY UNDER ANY CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO $500. To the extent any liability of Slamdot cannot be disclaimed, excluded or limited under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law.
Customer will defend, indemnify, and hold harmless, Slamdot, its third party licensors and Partners, and its affiliates, and each of its and their respective officers, directors, members, managers, employees, sublicensees, contractors and agents (collectively, "Indemnified Parties") from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorney's fees and expenses) arising from or related to: (a) any breach of the Agreement by you (including, but not limited to, any representations and warranties made herein); (b) any violation of any law or regulation arising from or in connection with your subscription; (c) any allegation arising from or relating to any Customer Content, including, but not limited to, any allegation that any Customer Content infringes or otherwise violates any trademark, trade name, service mark, copyright, license, trade secret, right of privacy or publicity or other intellectual property or proprietary right of any third party, constitutes false advertising, is defamatory and/or is in violation of any law or regulation; (d) any claim by any third party related to you or your products, services, webpages, websites or business; and/or (e) any third party dispute with you, including, without limitation, any injury suffered by a third party at your place of business or any other related issue.
7. Representations and Warranties
You represent, warrant and covenant that at all times during the term of this Agreement:
- the individual accepting this Agreement is authorized to act on behalf of you and to bind you to this Agreement;
- you have the full power and authority to conduct your business, to enter into this Agreement, and to perform your obligations under this Agreement;
- your execution, delivery and performance of this Agreement will not conflict with or violate: (i) any provision of law, rule or regulation to which you are subject; (ii) any order, judgment or decree applicable to you; (iii) any provision of your organizational documents; or (iv) any agreement or other instrument applicable to you; and
- you will comply with all applicable federal, state and local laws, rules, regulations, court orders, judgments and decrees.
8. Special Terms for Slamdot Social Product
Customer may be required by certain Partners for the "Social" Product (for example, Facebook) to agree to such Partners' terms and conditions or other policies regarding use of such applicable Partner Sites (collectively, the "Social Partner Terms"). In such event, Customer hereby agrees to comply with (and to ensure that all Customer Content provided to Slamdot in connection with the applicable Product complies with) all Social Partner Terms. Any actual or alleged failure of Customer, or of any Customer Content, to comply with any Social Partner Terms will constitute a material breach of this Agreement. In addition to Customer's indemnity obligations set forth elsewhere in the Master Agreement, Customer will defend, indemnify and hold harmless the Indemnified Parties from and against any and all claims actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorney's fees and expenses) arising from or relating to any asserted breach of any Social Partner Terms by Customer and/or the Customer Content.
9. General Provisions
9.1 Confidentiality – You may not disclose the terms or conditions of this Agreement any third party, except to your professional advisors under a strict duty of confidentiality or as necessary to comply with applicable laws or regulations.
9.2 Promotional Materials – During the term of this Agreement, Slamdot may use Customer's name and logo for the purpose of referring to Customer as a Slamdot customer on Slamdot's website and in its other promotional materials.
9.3 Policies – Customer's participation in any subscription shall be subject to all applicable Slamdot policies including, without limitation, the Privacy Policies posted on any Web Site on which Customer listings are published, and any applicable Web Site specification requirements (collectively, "Policies"). The Policies may be modified by Slamdot at any time. The latest Policies can be found on any of Slamdot's websites. You should review the Policies regularly. By your continued participation in a Product subscription, you agree to all of the associated terms and conditions contained within the Policies effective at that time.
9.4 Force Majeure – In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision, the affected Party's performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.
9.5 Waiver – The waiver by either Party of a breach or a default of any provision of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such Party.
9.6 No Agency; Independent Contractors – Nothing contained in this Agreement shall be deemed to imply or constitute either Party as the agent or representative of the other Party, or both Parties as joint venturers or partners for any purpose.
9.7 Governing Law and Forum – This Agreement, and any disputes arising directly or indirectly from this Agreement, shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its choice of law provisions. Each of the Parties hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in Knox County, Tennessee for any such disputes, and hereby irrevocably waives any objections to the laying of venue in such courts.
9.8 Entire Agreement; Amendment – This Agreement (together with any other applicable terms and conditions referenced herein) constitutes the entire agreement between the Parties with regard to the subject matter hereof. Slamdot may modify the terms of this Agreement at any time without liability, and your use of the Products after notice that the terms of this Agreement have changed constitutes your acceptance of the new terms.
9.9 Headings – Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
9.10 Costs, Expenses and Attorneys' Fees – If either Party commences any action or proceeding against the other Party to enforce or interpret this Agreement, the prevailing Party in such action or proceeding shall be entitled to recover from the other Party the actual costs, expenses and reasonable attorneys' fees (including all related costs and expenses), incurred by such prevailing Party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.