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This
Business Listing Agreement ("Agreement") provides the
terms and conditions of the agreement between AutoServiceLink.com, LLC.,
a Connecticut LLC ("AutoServiceLink.com") and you ("Customer").
Customers must signify their acceptance of and agreement with the terms
and conditions of this Agreement on the signup form. This Agreement will
be effective as of the date it is accepted by AutoServiceLink.com (the
"Effective Date"), as indicated by AutoServiceLink.com
posting your Listing to their Site.
1.
The Service.
AutoServiceLink.com provides sales and marketing
services to businesses, including banner advertising, content
advertising, online directory listings of such businesses on the web
site operated by or for AutoServiceLink.com (the "Service")
currently located at www.AutoServiceLink.com (the "Site").
Throughout the term of a provided and signed Agreement
AutoServiceLink.com will advertise Customer’s business information on
the Site as provided by Customer during the term of the agreement.
2.
Payments.
2.1 Customer shall pay AutoServiceLink.com
for the advertising agreed upon unless otherwise agreed to under Section
2.2 below.
2.2 In the event that Customer’s electronic
payment is charged back to AutoServiceLink.com, Customer understands
that a $25.00 return fee will be charged to Customer’s account
electronically.
2.3 In the event AutoServiceLink.com does
not receive amounts owed by Customer within thirty (30) days of the
relevant due date, AutoServiceLink.com may, in its sole discretion and
in addition to any other rights or remedies it may have (a) suspend the
Service, (b) impose a debt service charge amounting to one and one-half
percent (1.5%) of the overdue balance or the maximum amount allowed by
law, whichever is less; (c) terminate this Agreement; and/or (d) charge
Customer for all reasonable expenses (including attorneys’ fees)
incurred by AutoServiceLink.com in collecting such overdue amounts.
In
the event of suspension or termination of the Service, Customer shall
pay AutoServiceLink.com twenty five dollars ($25.00) in order to
reactivate the Service.
3.
Rules and
Regulations
3.1 Customer must comply with all applicable
laws, regulations, or conventions including those related to data
privacy, international communications, copyright and exportation of
technical or personal data.
3.2 AutoServiceLink.com reserves the right
to determine in its sole discretion whether Customer is in compliance
with this Section 3.
4. Disclaimers; Limitation on Liability
4.1 AutoServiceLink.com DOES NOT GUARANTEE
THAT THE SERVICE WILL BE CONTINUOUS OR PROVIDED AT ANY PARTICULAR TIME,
OR THAT THE FACILITIES OR PROCEDURES FOR ACCESS TO CUSTOMER’S
INFORMATION AND DATA CONTENT (INCLUDING THE LISTING) WILL BE SECURE.
AutoServiceLink.com reserves the right to interrupt access to the
AutoServiceLink.com server containing Customer’s information and data
content in order to perform regular and emergency maintenance as needed.
4.2
The Service is provided on an “as is” basis
and as available, without any warranty or representation of any kind,
whether express or implied. Neither AutoServiceLink.com nor anyone else
involved in providing the Service will be liable to Customer or any
third party for any claims or damages from the use of or inability to
access the advertisement(s) or for mistakes, omissions, service
interruptions, force majeure, deletion of files, loss of data or any
other failure of performance.
Customer expressly acknowledges that AutoServiceLink.com’s liability is
specifically limited to the amounts paid to and received by
AutoServiceLink.com for the LISTING(s) provided under this Agreement.
Customer waives all rights of recovery of any damages, whether actual,
special, punitive or consequential, that Customer may incur over and
above said amounts, including without limitation, damages for lost
profits, income, or any claims of third parties whatsoever with respect
to the LISTING(s). 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.
5 Indemnification; Representations and Warranties.
5.1 Customer agrees to defend, indemnify,
and hold AutoServiceLink.com harmless from and against any and all
claims and liabilities arising from (a) any injury to persons or
property caused by any any item sold or advertised in connection with
information and data provided to AutoServiceLink.com by Customer; (b)
any claim that any Listing or any item sold or advertised in connection
with information and data provided to AutoServiceLink.com by Customer
does not comply with all local and international safety and labeling
requirements and all other relevant local and international laws,
treaties, regulations, ordinances, and the like; (c) any actual or
alleged defamatory, libelous or illegal material contained within
information and data provided to AutoServiceLink.com by Customer; (d)
any material infringing or allegedly infringing on the proprietary
rights (including but not limited to intellectual property rights) of a
third party; (e) any third party claim arising out of third party access
or use of any information and data provided to AutoServiceLink.com by
Customer and (f) any breach by Customer of this Agreement. If any action
or proceeding is brought against AutoServiceLink.com by reason of any
such claims, Customer shall defend such action or proceeding at its sole
cost by counsel satisfactory to AutoServiceLink.com. AutoServiceLink.com
shall be promptly notified by Customer in the event that any claim or
demand is made by a third party that may give rise to this provision.
Any settlement of any such action shall require the prior written
consent of AutoServiceLink.com, which consent shall not be unreasonably
withheld.
5.2 Customer shall not use the Site
(including the Service and the Listing) (a) for any illegal purpose, (b)
to transmit any illegal, harmful, threatening, defamatory, scandalous,
obscene, sexually explicit or graphic, hateful or other objectionable or
legally actionable material of any kind (including private information
about a person without that person’s consent), (c) to infringe,
interfere with, abuse or otherwise violate the legal rights of any third
party, (d) to send spam, flame or, introduce any trojan horses or
viruses, or (e) for telemarketing, direct marketing, or other similar
activities.
5.3 Advertising
is accepted upon the representation that Customer has the right to
publish the contents of the advertising without infringement of any
rights of any third party. Customer agrees to indemnify and hold
AutoServiceLink.com harmless against any and all expenses and losses of
any kind (including reasonable attorneys' fees and costs) incurred by
AutoServiceLink.com in connection with any claims of any kind arising
out of publication of the Listing (including, without limitation, any
claim of trademark or copyright infringement, libel, defamation, breach
of confidentiality, false or deceptive advertising or sales practices)
and/or any material of Customer to which users can link through the
advertisement.
Without limiting the
foregoing, Customer agrees to notify AutoServiceLink.com in writing
immediately in the event that any warranties and representations
contained in this Agreement are no longer true.
6 Responsibilities of User.
Customer is solely responsible for (a) ensuring that the advertising
does not contain any data or information which violates any law or
regulation; (b) any content provided by or for Customer to
AutoServiceLink.com, including, but not limited to, the accuracy and
availability of the advertising; (e) providing assistance to those who
access the Listing; and (f) following the terms of use posted on the
Site that are hereby incorporated by reference into this Agreement, as
they may be changed from time to time by AutoServiceLink.com in its sole
discretion. .
7 Property Rights.
AutoServiceLink.com owns all right, title and interest in and to (a)
AutoServiceLink.com’s trade names, service marks, inventions,
copyrights, trade secrets, patents, and know-how relating to the design,
function, or operation of the Service or the Site and of the hardware
and software systems and resources necessary to provide the individual
elements of which they consist. Customer is expressly prohibited from
reproducing, distributing, republishing or retransmitting any materials
posted at the Site or stored on AutoServiceLink.com’s servers, including
all graphic designs, style templates, icons, HTML code and other graphic
elements without AutoServiceLink.com’s prior written consent. This
Agreement does not constitute a license to use AutoServiceLink.com’s
trade names or marks. Any such license, if granted, must be the subject
of a separate written agreement.
8 Term; Termination.
The term of this Agreement will begin when AutoServiceLink.com accepts
Customer’s advertising and will end upon the earlier of the advertising
expiration date or when otherwise terminated hereunder. This Agreement
may be terminated by the parties as follows: (a) Customer may terminate
this Agreement within the first thirty (30) days of this Agreement with
or without cause by providing thirty (30) days written notice of
termination. (b) AutoServiceLink.com may terminate this Agreement with
or without cause by providing thirty (30) days written notice of
termination. (c) Unless otherwise provided for in this Agreement,
AutoServiceLink.com may terminate this Agreement immediately if, based
on AutoServiceLink.com’s sole judgment, it determines that Customer has
breached this Agreement. AutoServiceLink.com’s failure to enforce
performance of any provision in this Agreement will not constitute a
waiver of AutoServiceLink.com’s right to subsequently enforce such
provision or any other provision of this Agreement. In the event either
party terminates this Agreement,(i) Customer shall pay
AutoServiceLink.com all fees outstanding as of the date of such
termination (ii) AutoServiceLink.com may, in its discretion, make or
maintain, copies of Customer’s data files and records for archival
purposes only and (iii) the following provisions shall survive in
accordance with their terms: 4, 5, and 7 through 11.
9 Miscellaneous.
This Agreement (i) shall be governed by and
construed in accordance with the laws of the State of Connecticut,
without giving effect to principles of conflicts of law, (ii) may be
amended by AutoServiceLink.com upon ten (10) days written notice to
Customer and may not otherwise be amended except by written agreement
executed by both parties; (iii) constitute the complete and entire
expression of the agreement between the parties, and shall supersede any
and all other agreements, whether written or oral, between the parties;
and (iv) may not be assigned or transferred by Customer without
AutoServiceLink.com’s prior written consent.
10 Severability.
The provisions of this Agreement shall be valid and enforceable to the
fullest extent permitted by law. If any provision of this Agreement is
invalid or unenforceable, the remainder of this Agreement, shall not be
affected by such invalidity or unenforceability, unless such provision
or the application of such provision is essential to the Agreement.
11 Communications.
All notices may be sent by e-mail, fax, express mail, mail, or
registered mail to the e-mail address, fax number, or address most
recently provided and will be effective upon transmission.
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