Listing Distribution Terms of Service Agreement

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

1. OVERVIEW

The Listing Distribution Terms of Service Agreement (this “Agreement”) is entered into by and between WWW.LISTINGDISTRIBUTION.COM (“the Company”) and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of the Company’s Listing Distribution services (the “Services”), and represents the entire agreement between you and the Company concerning the subject matter hereof.

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement.

The terms “we”, “us” or “our” shall refer to the Company. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

We may, in our sole and absolute discretion, change or modify this Agreement, any policies or agreements which are incorporated herein, and any limits or restrictions on the Services, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of the Services after such changes or modifications shall constitute your acceptance of this Agreement and any limitations to the Services as last revised. If you do not agree to be bound by this Agreement and any Service limitations as last revised, do not continue to use the Services. We may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your contact information provided through this Service current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.

2. ELIGIBILITY

This Service is available only to Users who can form legally binding contracts under applicable law. By using this Service, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States of America or other applicable jurisdiction.

If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “User” or “customer” shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, the Company finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this AGreement, including, but not limited to, the payment obligations. the Company shall not be liable for any loss or damage resulting from the Company’s reliance on any instruction, notice, document or communication reasonably believed by the Company to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, the Company reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.

3. ACCOUNTS; TRANSFER OF DATA ABROAD

Accounts: In order to use the Services, you will have to provide information to the Company. You represent and warrant to the Company that all information you submit when you begin using the Service, is accurate, current and complete , and that you will keep your account information accurate, current and complete. If the Company has reason to believe that your information is untrue, inaccurate, out-of-date or incomplete, the Company reserves the right, in its sole and absolute discretion, to suspend or terminate your Service. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer identification information and password and payment methods. For security purposes, the Company recommends that you change your password at least once every six (6) months for each Account. You must notify the Company immediately of any breach of security or unauthorized use of your Account. The Company will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss the Company or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.

Transfer of Data Abroad: If you are visiting this Site from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your Account Information) across international boundaries. By visiting this Site and communicating electronically with us, you consent to such transfers.

4. AVAILABILITY OF WEBSITE AND SERVICES

Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous, or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.

5. GENERAL RULES OF CONDUCT

You acknowledge and agree that:

  1. Your use of this Site and the Services , including any content you submit, will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations.
  2. You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.
  3. You will not use this Site or the Services in a manner (as determined by the Company in its sole and absolute discretion) that:
  4. You will not copy or distribute in any medium any part of this Site or the Services , except where expressly authorized by the Company.
  5. You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.
  6. You will not access the Company Content (as defined below) or User Content through any technology or means other than through this Site itself, or as the Company may designate.
  7. You agree to back-up all of your User Content so that you can access and use it when needed. The Company does not warrant that it backs-up any Account or User Content, and you agree to accept as a risk the loss of any and all of your User Content.
  8. You will not re-sell or provide the Services for a commercial purpose, including any of the Company’s related technologies, without the Company's express prior written consent.
  9. You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.
  10. You are aware that the Company may from time-to-time call you about your account, and that, for the purposes of any and all such call(s), you do not have any reasonable expectation of privacy during those calls; indeed you hereby consent to allow the Company, in its sole discretion, to record the entirety of such calls regardless of whether the Company asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted in evidence any legal proceeding in which the Company is a party.

The Company reserves the right to modify, change, or discontinue any aspect of this Site or the Services, including without limitation prices and fees for the same, at any time.

6. SERVICES

Listing Distribution services enable customers to search for, add, update, and publish their business name, address, phone, menus, hours of operation, and website URL to online partners via a website interface (the “Website”).

7. COPYRIGHT AND TRADEMARK INFORMATION

This Website and the information which it contains, is the property of the Company and its licensors, and is protected from unauthorized copying and dissemination by Canadian copyright law, trademark law, international conventions and other intellectual property laws. All other product names are trademarks or registered trademarks of their respective owners.

8. THIRD PARTY DATA

The Services described herein may contain data collected from third-party websites that are not owned or controlled by the Company. The Company assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, the Company does not censor or edit the content of any third-party websites. The Company does not guarantee any of the content will be published. The Company makes no representations or warranties about any third-party data offered in connection with the Services, and expressly disclaims any liability or responsibility regarding the same.

By using the Services, you expressly agree to the Company’s use of such third party data and agree to release the Company from any and all liability arising from your use of any third-party data. You acknowledge and agree that you will protect, defend, indemnify and hold harmless the Company from and against any and all claims imposed upon or incurred by the Company directly or indirectly arising from your use or misuse of the third-party data. You acknowledge and agree that the providers of the third-party data are third-party beneficiaries to this Agreement for purposes of enforcing their rights under this Agreement.

9. NO IMPLIED ENDORSEMENTS

In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by the Company of that third party or of any product or service provided by a third party.

10. MONITORING OF CONTENT AND ACCOUNT TERMINATION POLICY

The Company generally does not pre-screen User Content (whether posted to a website hosted by the Company or posted to this Site). However, the Company reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. The Company may remove any item of User Content (whether posted to a website hosted by the Company or posted to this Site) and/or terminate a User’s access to this Site or the Services found at this Site for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by the Company in its sole and absolute discretion), at any time and without prior notice. The Company may also terminate a User’s access to this Site or the Services found at this Site if the Company has reason to believe the User is a repeat offender. If the Company terminates your access to this Site or the Services found at this Site, the Company may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.

11. ADDITIONAL RESERVATION OF RIGHTS

The Company expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by the Company in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by the Company in offering or delivering any Services (including any domain name registration), (ii) to protect the integrity and stability of, and correct mistakes made by, any domain name registry, (iii) to assist with our fraud and abuse detection and prevention efforts, (iv) to comply with court orders against you and/or your domain name or website and applicable local, state, national and international laws, rules and regulations, (v) to comply with requests of law enforcement, including subpoena requests, (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (viii) to avoid any civil or criminal liability on the part of the Company, its officers, directors, employees and agents, as well as the Company’s affiliates, including, but not limited to, instances where you have sued or threatened to sue the Company.

The Company expressly reserves the right to review every Account for excessive space and bandwidth utilization, and to terminate or apply additional fees to those Accounts that exceed allowed levels.

The Company expressly reserves the right to terminate, without notice to you, any and all Services where, in the Company's sole discretion, you are harassing or threatening the Company and/or any of the Company's employees.

12. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), AND THIRD PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

13. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SITE OR THE SERVICES FOUND AT THIS SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL THE COMPANY’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

14. INDEMNITY

You agree to protect, defend, indemnify and hold harmless the Company and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by the Company directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

15. FEES AND PAYMENTS

You acknowledge and agree that you will pay via the selected payment method chosen on the Site. You agree to pay any and all prices and fees due for Services purchased or obtained at this Site at the time you order the Services. All prices and fees are non-refundable unless otherwise expressly noted in the Refund Policy section below, even if your Services are suspended, terminated, or transferred prior to the end of the Services term. The Company expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at this Site and effective immediately without need for further notice to you. If you have purchased or obtained Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below.

Clicking the Checkout button will automatically place an order for that Service and charge the primary payment method selected at the time of purchase.

You acknowledge and agree that where refunds are issued to your payment method, the Company's issuance of a refund receipt is only confirmation that the Company has submitted your refund to the payment method charged at the time of the original sale, and that the Company has absolutely no control over when the refund will be applied towards your payment method’s available balance. You further acknowledge and agree that the payment provider and/or individual issuing bank associated with your payment method establish and regulate the time frames for posting your refund, and that such refund posting time frames may range from five (5) business days to a full billing cycle, or longer.

If for any reason the Company is unable to charge your payment method for the full amount owed for the Services provided, or if the Company receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that the Company may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation, without notice to you, of any Services registered or renewed on your behalf. The Company also reserves the right to charge you reasonable "administrative fees" or "processing fees" for (i) tasks the Company may perform outside the normal scope of its Services, (ii) additional time and/or costs the Company may incur in providing its Services, and/or (iii) your noncompliance with this Agreement (as determined by the Company in its sole and absolute discretion). Typical administrative or processing fee scenarios include, but are not limited to (i) customer service issues that require additional personal time or attention; (ii) disputes that require accounting or legal services, whether performed by the Company staff or by outside firms retained by the Company; (iii) recouping any and all costs and fees, including the cost of Services, incurred by the Company as the results of chargebacks or other payment disputes brought by you, your bank or payment method processor. These administrative fees or processing fees will be billed to the payment method you have on file with the Company.