These Terms and Conditions (this «Agreement») constitute a legal agreement between INTERNET DIRECTORY ASSOCIATION, LLC, a Delaware Limited Liability Company («IDA», «us» or «we»), and the business by which the individual accepting this Agreement is employed or otherwise engaged (the «Client» or «you»). IDA and Client 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 IDA and the Client in connection with the Products (as defined below) for which Client has purchased a subscription. By the Client's use of the Products, this hereby provides your acceptance to the terms of this Agreement. If you do not agree with the terms of this Agreement, you must not assume use of the Products, and you will not be permitted to use any of the Products or exercise any of the other rights set forth herein.
1.1 Product Subscriptions. IDA offers its clients subscriptions to various products and services (each, a «Product»). Use of Products are subject to additional technical standards, content rules and other terms and conditions of both IDA and its Publishers (as defined below) (collective, the «Product Terms»). The Product Terms are currently accessible by request.
1.2 Publishers. Certain Products may involve distribution of Client Content (as defined in Section 3.4) and/or other interactions with third parties (the «Publishers») that own or operate online business directories, search websites, social media websites, mobile apps or other online properties (the «Publisher Sites»). Client acknowledges and agrees that (i) all content submitted for any Product shall be subject to the Publishers’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified by IDA or the Publisher at any time to comply with such policies, (ii) IDA exercises no control on any Publisher Site, and (iii) the appearance and/or location of any content placement may change at any time. IDA EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR THE CONTENT, POLICIES AND PRACTICES OF THESE «Publishers» AND FOR THE AVAILIBILITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF THE INFORMATION, PRODUCTS AND SERVICES, AVAILABLE OR ADVERTISED ON OR THROUGH THESE «Publisher Sites». THESE LINKS DO NOT IMPLY, DIRECTLY OR INDIRECTLY, IDA's ENDORSEMENT OF OR AFFILIATION WITH ANY OTHER WEBSITE OR WEBSITE OWNER, OR ANY INFORMATION, PRODUCTS OR SERVICES PROVIDED BY ANY THIRD PARTY OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii) OR (iii) OF THE PRECEDING SENTENCE.
1.3 Implementation at Client’s Request. IDA may from time to time, at the request of the Client, assist Client with the implementation of certain features that are a part of the Products. This may include interaction with the Client’s website and webpages. Any such assistance provided by IDA is at the Client’s own risk. IDA SHALL HAVE NO LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN THE CLIENT’S WEBSITE OR TO ANY CLIENT CONTENT OR OTHERWISE IN CONNECTION WITH SUCH ASSISTANCE.
2.1 Fees. By purchasing a subscription, you agree to the payment terms that are described herein and/or during the registration process. Any Product fees are exclusive of any sales, taxes, levies, duties or similar governmental assessments (other than taxes on IDA’s income). Client is responsible for paying any Taxes associated with its purchases hereunder. Purchased subscriptions may not be cancelled during the subscription term and any fees paid are nonrefundable except in IDA’s sole discretion. Client agrees that its purchases are not contingent on IDA’s delivery of any future functionality or feature.
2.2 Provision of Credit Card Information; Payment Terms. You will be required to provide IDA 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 IDA and shall be responsible for all charges made thereto. IDA 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 IDA at the time of registration, though IDA reserves the right to change the term of future Billing Periods at any time. If any amount owed by you under this Agreement is overdue, IDA may, without limiting our other rights and remedies, suspend your access to the Products until such amounts are paid in full. Notwithstanding the termination provisions set forth in Section 4.2, if your access to the Products has been suspended for a period of seven (7) days or more for an overdue payment pursuant to the preceding sentence, IDA may, upon notice to you, immediately terminate this Agreement and cancel your account.
2.3 Automatic Renewal. IDA 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 Billing Period 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. IDA may also periodically preauthorize your credit card in anticipation of account or related charges.
3.1 Right to Use. IDA hereby grants Client a limited, non-transferable, non-sublicensable, revocable license to access and use the Products that Client has subscribed to solely in connection with Client’s legitimate business needs. This right will terminate in the event the applicable subscription is not renewed or this Agreement is terminated pursuant to Section 4.2, in which case Client will immediately cease any further use of the Products. Client is solely responsible for all use of the Products through any of its account(s).
3.2 Proprietary Rights. IDA owns and retains proprietary property of the Company or its licensors with all rights reserved. (including all intellectual property rights) in and to the Products, including all aspects of the technology and branding, and any software or other materials developed or created by or on behalf of the IDA in connection with the delivery of the Products hereunder. Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any IDA trademark displayed as part of the Products or any IDA-owned webpage or website without IDA’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.
3.3 Usage Restrictions. Client’s use of the Products is limited solely to those rights granted in Section 3.1. Client will not (i) copy, prepare derivative works of, decompile or reverse engineer any Product, or any portion of any of the Products, (ii) use the Products to store or transmit any malware, or for any unlawful or fraudulent purpose, or (iii) sell, resell, license, sublicense, distribute, rent or lease any Product. Client will not remove any trademark, copyright, or other proprietary rights notices which appears on the Products. In addition, Client 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.
3.4 License to Client Content. Client hereby grants IDA non-exclusive, worldwide, paid-up, royalty-free, transferable (in the event of a sale or other change of control of IDA’s business), perpetual, irrevocable, unlimited use rights (or a subset of such rights) to use, distribute, copy, publish, syndicate, reformat and update (for example, to improve accuracy and/or standardize formats) any and all business listing and other information or content that is made available by or on behalf of you in connection with your use of the Products («Client Content»). IDA may sublicense this right to any Publishers and other online partners. This license will survive any termination or expiration of this Agreement. Client acknowledges and agrees that IDA shall be the source of record for Client’s business listing information and that Client will only make available information that it knows to be true.
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.
4.3 Survival. Upon any termination or expiration of this Agreement, Client will pay IDA 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 3.4 («License to Client Content»), this Section 4.3 («Survival»), Section 5 («Disclaimer and Limitation of Liability»), Section 6 («Indemnification»), Section 7 («Representations and Warranties»), Section 8 («General Provisions»).
5. Disclaimer and Limitation of Liability. THE PRODUCTS PROVIDED BY IDA IN CONNECTION WITH THIS AGREEMENT ARE SUPPLIED ON AN «AS IS» AND «AS AVAILABLE» BASIS. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, IDA 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 IDA PRODUCTS AND IDA WEBSITE, AND OTHER WEBSITES, DATABASES AND/OR THIRD PARTY PROGRAMS CONTAINED WITHIN THE PRODUCTS, MAY CONTAIN BUGS, ERRORS, PROBLEMS AND/OR OTHER LIMITATIONS. IDA HAS NO LIABILITY, WHATSOEVER, TO YOU OR ANY THIRD PARTY, FOR ANY CHANGES MADE TO THE CLIENT CONTENT OR TO THE YOUR WEBPAGE OR WEBSITE AS A RESULT OF IDA'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, IDA WEBSITES, DATABASES AND/OR PROGRAMS. IDA 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 IDA’S WEBSITE, DATABASES AND/OR PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL IDA 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 IDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IDA 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 IDA'S CONTROL. IN ADDITION, AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IDA'S MAXIMUM, CUMULATIVE LIABILITY UNDER ANY CAUSES OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL PRICES PAID BY CLIENT TO IDA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE FIRST CLAIM ARISES. To the extent any liability of IDA 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.
6. Indemnification. Client will defend, indemnify, and hold harmless, IDA, its third party licensors and Publishers, and its affiliates, and each of its and their respective officers, directors, members, managers, employees, sublicenses, 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 Client Content, including, but not limited to, any allegation that any Client 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:
8.1 Confidentiality. All non-public information relating to the Products, are confidential information of IDA («IDA Confidential Information»). Unless required by applicable law, Client will not disclose any of the IDA Confidential Information to any third party without the prior, written approval of IDA. Client will not use any of the IDA Confidential Information for any purpose, other than as necessary for Client to perform its obligations under this Agreement. Client will protect the confidentiality of the IDA's Confidential Information using at least the same degree of care as that which Client uses for its own highly sensitive confidential information (but in no event less than a reasonable degree of care).
8.2 Promotional Materials. During the term of this Agreement, IDA may use Client’s name and logo for the purpose of referring to Client as a IDA client on IDA’s website and in its other promotional materials.
8.3 Policies. Client’s participation in any subscription shall be subject to all applicable IDA policies including, without limitation, the Privacy Policies posted on any Website on which Client listings are published, and any applicable Website specification requirements (collectively, «Policies»). The Policies may be modified by IDA at any time. The latest Policies can be found on any of IDA’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.
8.4 Representatives. Except as where otherwise stated, each Party is permitted to use contractors, agents and professional advisors («Representatives») in connection with this Agreement, but it is liable for their acts and omissions.
8.5 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.
8.6 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.
8.7 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.
8.8 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. IDA 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.
8.9 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.
8.10 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.
8.11 Assignment and Novation. You shall not, without the prior written consent of IDA, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. IDA may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
8.12 Consent to Jurisdiction. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or for the recognition and enforcement of any judgment in respect hereof brought by the other party or its successors or assigns shall be brought in the courts of the State of Florida, County of Palm Beach, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Florida, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated by this Agreement. The parties agree any of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and informed agreement among the parties irrevocably to waive any objections to venue or to the convenience of forum. Each of the parties further agrees that notice as provided in this Agreement shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient.
THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.